Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Mar. 31, 2014 | Jul. 22, 2014 | Sep. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'Castle Brands Inc | ' | ' |
Entity Central Index Key | '0001311538 | ' | ' |
Current Fiscal Year End Date | '--03-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'ROX | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 155,057,411 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'true | ' | ' |
Document Period End Date | 31-Mar-14 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2014 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $43,000,000 |
Amendment Description | 'Castle Brands Inc. is filing this Amendment No. 1 on Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2014, filed with the Securities and Exchange Commission (“SEC”) on June 30, 2014 (“Original 10-K”). This Amendment is being filed to amend the Original 10-K to include the information required by Items 10 through 14 of Part III of Form 10-K. Also, this Amendment amends the cover page of the Original 10-K to (i) delete the reference in the Original 10-K to the incorporation by reference of the definitive Proxy Statement for its 2014 Annual Meeting of Shareholders and (ii) update the number of outstanding common shares. Item 15 of this report is amended to include the certifications specified in Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), required to be filed with this Amendment. Except for the addition of the Part III information, the updates to the cover page and the filing of related certifications, no other changes have been made to the Original 10-K. This Amendment does not reflect events occurring after the filing of the Original 10-K or modify or update those disclosures affected by subsequent events. | ' | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets(USD ($)) | Mar. 31, 2014 | Mar. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $908,501 | $439,323 |
Accounts receivable - net of allowance for doubtful accounts of $204,418 and $70,692, respectively | 8,858,146 | 7,025,358 |
Due from shareholders and affiliates | 115,288 | 303,226 |
Inventories- net of allowance for obsolete and slow moving inventory of $266,473 and $461,660, respectively | 14,650,029 | 13,731,962 |
Deferred tax assets | 473,330 | 0 |
Prepaid expenses and other current assets | 1,575,947 | 983,834 |
Total Current Assets | 26,581,241 | 22,483,703 |
Equipment - net | 568,395 | 516,641 |
Investment in non-consolidated affiliate, at equity | 0 | 116,700 |
Intangible assets - net of accumulated amortization of $6,058,005 and $5,404,000, respectively | 8,178,888 | 8,805,913 |
Goodwill | 496,226 | 490,286 |
Restricted cash | 416,565 | 451,346 |
Other assets | 280,195 | 252,506 |
Total Assets | 36,521,510 | 33,117,095 |
Current Liabilities | ' | ' |
Foreign revolving credit facility | 20,205 | 89,407 |
Accounts payable | 4,483,764 | 5,301,524 |
Accrued expenses | 1,073,188 | 793,243 |
Due to shareholders and affiliates | 1,936,241 | 2,351,957 |
Total Current Liabilities | 7,513,398 | 8,536,131 |
Long-Term Liabilities | ' | ' |
Keltic facility | 1,953,037 | 6,501,321 |
Bourbon term loan (including $484,375 and $600,000 of related-party participation at March 31, 2014 and 2013, respectively) | 2,015,000 | 2,496,000 |
Notes payable - Junior loan (including $300,000 of related party participation at March 31, 2014) | 1,250,000 | 0 |
Notes payable - 5% Convertible notes (including $1,100,000 of related party participation at March 31, 2014) | 2,125,000 | 0 |
Notes payable - GCP Note | 211,580 | 211,580 |
Warrant liability | 0 | 795,374 |
Deferred tax liability | 1,518,304 | 1,666,456 |
Total Liabilities | 16,586,319 | 20,206,862 |
Commitments and Contingencies (Note 15) | ' | ' |
Equity | ' | ' |
Preferred stock, $.01 par value, 25,000,000 shares authorized, 0 and 6,701 shares of series A convertible preferred stock issued and outstanding at March 31, 2014 and 2013, respectively (liquidation value of $0 and $7,876,530 at March 31, 2014 and 2013, respectively) | 0 | 67,013 |
Common stock, $.01 par value, 300,000,000 and 225,000,000 shares authorized at March 31, 2014 and 2013, respectively, 151,841,133 and 108,773,034 shares issued and outstanding at March 31, 2014 and 2013, respectively | 1,518,411 | 1,087,730 |
Additional paid-in capital | 157,485,965 | 142,661,542 |
Accumulated deficit | -139,561,969 | -130,270,623 |
Accumulated other comprehensive loss | -1,724,916 | -1,918,094 |
Total controlling shareholders’ equity | 17,717,491 | 11,627,568 |
Noncontrolling interests | 2,217,700 | 1,282,665 |
Total equity | 19,935,191 | 12,910,233 |
Total Liabilities and Equity | $36,521,510 | $33,117,095 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets [Parenthetical] (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Allowance for doubtful accounts receivable (in dollars) | $204,418 | $70,692 |
Allowance for obsolete and slow moving inventory (in dollars) | 266,473 | 461,660 |
Accumulated amortization of Intangible assets (in dollars) | 6,058,005 | 5,404,000 |
Term Loan Related Party Participation (in dollars) | 484,375 | 600,000 |
Notes Payable, Related Parties, Noncurrent (in dollars) | 300,000 | ' |
Convertible Notes Payable Related Parties Classified Non Current (in dollars) | 1,100,000 | ' |
Preferred stock, par value (in dollars per share) | $0.01 | $0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Series A convertible Preferred stock, shares issued | 0 | 6,701 |
Series A convertible Preferred stock, shares outstanding | 0 | 6,701 |
Liquidation value of Preferred stock (in dollars) | $0 | $7,876,530 |
Common stock, par value (in dollars per share) | $0.01 | $0.01 |
Common stock, shares authorized | 300,000,000 | 225,000,000 |
Common Stock, Shares, Issued | 151,841,133 | 108,773,034 |
Common stock, shares outstanding | 151,841,133 | 108,773,034 |
Convertible Notes Payable [Member] | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ' |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Sales, net | $48,140,483 | [1] | $41,442,994 | [1] |
Cost of sales | 30,336,667 | [1] | 26,438,238 | [1] |
Provision for obsolete inventory | 200,000 | 684,830 | ||
Gross profit | 17,603,816 | 14,319,926 | ||
Selling expense | 12,529,684 | 11,265,108 | ||
General and administrative expense | 5,533,711 | 4,820,845 | ||
Depreciation and amortization | 860,254 | 920,305 | ||
Loss on wine assets | 0 | 1,715,728 | ||
Loss from operations | -1,319,833 | -4,402,060 | ||
Loss from equity investment in non-consolidated affiliate | -502,518 | -22,549 | ||
Foreign exchange loss | -284,962 | -247,431 | ||
Interest expense, net | -1,062,219 | -587,308 | ||
Net change in fair value of warrant liability | -5,392,594 | 302,734 | ||
Income tax benefit, net | 590,414 | 118,349 | ||
Net loss | -7,971,712 | -4,838,265 | ||
Net income attributable to noncontrolling interests | -935,035 | -610,492 | ||
Net loss attributable to controlling interests | -8,906,747 | -5,448,757 | ||
Dividend to preferred shareholders | -384,599 | -744,468 | ||
Net loss attributable to common shareholders | ($9,291,346) | ($6,193,225) | ||
Net loss per common share, basic and diluted, attributable to common shareholders (in dollars per share) | ($0.08) | ($0.06) | ||
Weighted average shares used in computation, basic and diluted, attributable to common shareholders (in shares) | 116,511,444 | 108,508,652 | ||
[1] | Sales, net and Cost of sales include excise taxes of $6,420,730 and $5,964,374 for the years ended March 31, 2014 and 2013, respectively. |
Consolidated_Statements_of_Ope1
Consolidated Statements of Operations [Parenthetical] (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Excise taxes | $6,420,730 | $5,964,374 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Net loss | ($7,971,712) | ($4,838,265) |
Other comprehensive income (loss): | ' | ' |
Foreign currency translation adjustment | 193,178 | -116,438 |
Total other comprehensive income (loss): | 193,178 | -116,438 |
Comprehensive (loss): | ($7,778,534) | ($4,954,703) |
Consolidated_Statement_of_Chan
Consolidated Statement of Changes in Equity (USD $) | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Noncontrolling Interests [Member] |
BALANCE at Mar. 31, 2012 | $17,582,622 | $68,965 | $1,080,520 | $141,639,228 | ($124,076,608) | ($1,801,656) | $672,173 |
BALANCE (in shares) at Mar. 31, 2012 | ' | 6,897 | 108,052,067 | ' | ' | ' | ' |
Net (loss) income | -4,838,265 | ' | ' | ' | -5,448,757 | ' | 610,492 |
Foreign currency translation adjustment | -116,438 | ' | ' | ' | ' | -116,438 | ' |
Conversion of series A preferred stock and accrued dividends | 0 | -1,952 | 7,210 | -4,468 | -790 | ' | ' |
Conversion of series A preferred stock and accrued dividends (in shares) | ' | -196 | 720,967 | ' | ' | ' | ' |
Accrued dividends - series A convertible preferred stock | 0 | ' | ' | 744,468 | -744,468 | ' | ' |
Stock-based compensation | 282,314 | ' | ' | 282,314 | ' | ' | ' |
BALANCE at Mar. 31, 2013 | 12,910,233 | 67,013 | 1,087,730 | 142,661,542 | -130,270,623 | -1,918,094 | 1,282,665 |
BALANCE (in shares) at Mar. 31, 2013 | ' | 6,701 | 108,773,034 | ' | ' | ' | ' |
Net (loss) income | -7,971,712 | ' | ' | ' | -8,906,747 | ' | 935,035 |
Foreign currency translation adjustment | 193,178 | ' | ' | ' | ' | 193,178 | ' |
Issuance of common stock, net of issuance costs | 4,347,302 | ' | 53,946 | 4,293,356 | ' | ' | ' |
Issuance of common stock, net of issuance costs (in shares) | ' | ' | 5,394,608 | ' | ' | ' | ' |
Conversion of series A preferred stock and accrued dividends | 0 | -67,013 | 274,656 | -207,643 | ' | ' | ' |
Conversion of series A preferred stock and accrued dividends (in shares) | ' | -6,701 | 27,465,610 | ' | ' | ' | ' |
Exercise of common stock warrants | 3,848,332 | ' | 101,271 | 3,747,061 | ' | ' | ' |
Exercise of common stock warrants (in shares) | ' | ' | 10,127,123 | ' | ' | ' | ' |
Exercise of common stock options | 25,976 | ' | 808 | 25,168 | ' | ' | ' |
Exercise of common stock options (in shares) | ' | ' | 80,758 | ' | ' | ' | ' |
Accrued dividends - series A convertible preferred stock | 0 | ' | ' | 384,599 | -384,599 | ' | ' |
Reclassification of liability to equity-warrant | 6,187,968 | ' | ' | 6,187,968 | ' | ' | ' |
Stock-based compensation | 393,914 | ' | ' | 393,914 | ' | ' | ' |
BALANCE at Mar. 31, 2014 | $19,935,191 | $0 | $1,518,411 | $157,485,965 | ($139,561,969) | ($1,724,916) | $2,217,700 |
BALANCE (in shares) at Mar. 31, 2014 | ' | 0 | 151,841,133 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ' | ' |
Net loss | ($7,971,712) | ($4,838,265) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Depreciation and amortization | 860,254 | 920,305 |
Loss on disposition of wine assets | 0 | 1,715,728 |
Provision for doubtful accounts | 133,726 | 86,869 |
Amortization of deferred financing costs | 161,178 | 96,556 |
Change in fair value of warrant liability | 5,392,594 | -302,734 |
Income tax benefit, net | -590,414 | -118,349 |
Loss from equity investment in non-consolidated affiliate | 502,518 | 22,549 |
Effect of changes in foreign exchange | 284,962 | 247,431 |
Stock-based compensation expense | 393,914 | 282,314 |
Provision for obsolete inventories | 200,000 | 684,830 |
Changes in operations, assets and liabilities: | ' | ' |
Accounts receivable | -1,959,593 | -861,330 |
Due from affiliates | -193,680 | -180,586 |
Inventory | -1,246,553 | -4,028,581 |
Prepaid expenses and supplies | -591,188 | -200,405 |
Other assets | -188,867 | -152,061 |
Accounts payable and accrued expenses | -597,127 | 880,012 |
Accrued interest | 6,379 | -8,400 |
Due to related parties | -416,064 | 767,687 |
Total adjustments | 2,152,039 | -148,165 |
NET CASH USED IN OPERATING ACTIVITIES | -5,819,673 | -4,986,430 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ' | ' |
Purchase of equipment | -234,693 | -93,869 |
Acquisition of intangible assets | -26,980 | -53,564 |
Change in restricted cash | 60,137 | -730 |
Payments under contingent consideration agreements | -5,940 | -145,800 |
NET CASH USED IN INVESTING ACTIVITIES | -207,476 | -293,963 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ' | ' |
Net (payments on) proceeds from Keltic facility | -4,548,284 | 2,651,490 |
(Payments on) proceeds from Bourbon term loan | -481,000 | 2,496,000 |
Proceeds from Junior loan | 1,250,000 | 0 |
Proceeds from 5% Convertible notes | 2,125,000 | 0 |
Net (payments on) proceeds from foreign revolving credit facility | -73,797 | 89,866 |
Proceeds from issuance of common stock | 4,531,643 | 0 |
Payments for costs of stock issuance | -184,341 | 0 |
Proceeds from exercise of common stock warrants | 3,848,332 | 0 |
Proceeds from exercise of common stock options | 25,976 | 0 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 6,493,529 | 5,237,356 |
EFFECTS OF FOREIGN CURRENCY TRANSLATION | 2,798 | -2,002 |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 469,178 | -45,039 |
CASH AND CASH EQUIVALENTS - BEGINNING | 439,323 | 484,362 |
CASH AND CASH EQUIVALENTS - ENDING | 908,501 | 439,323 |
SUPPLEMENTAL DISCLOSURES: | ' | ' |
Conversion of series A preferred stock to common stock | 8,349,539 | 219,172 |
Issuance of warrant liability in connection with series A convertible preferred stock | 0 | 794,457 |
Interest paid | 867,782 | 442,204 |
Income taxes paid | $14,848 | $25,000 |
Consolidated_Statements_of_Cas1
Consolidated Statements of Cash Flows [Parenthetical] (Convertible Notes Payable [Member]) | Mar. 31, 2014 |
Convertible Notes Payable [Member] | ' |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
ORGANIZATION_AND_SUMMARY_OF_SI
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended | ||
Mar. 31, 2014 | |||
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' | ||
Organization, Consolidation and Presentation of Financial Statements Disclosure and Significant Accounting Policies [Text Block] | ' | ||
NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||
A. | Description of business — The consolidated financial statements include the accounts of Castle Brands Inc.(the “Company”), its wholly-owned domestic subsidiaries, Castle Brands (USA) Corp. (“CB-USA”) and McLain & Kyne, Ltd. (“McLain & Kyne”), the Company’s wholly-owned foreign subsidiaries, Castle Brands Spirits Group Limited (“CB-IRL”) and Castle Brands Spirits Marketing and Sales Company Limited, and the Company’s 60 % ownership interest in Gosling-Castle Partners, Inc. (“GCP”), with adjustments for income or loss allocated based upon percentage of ownership. The accounts of the subsidiaries have been included as of the date of acquisition. All significant intercompany transactions and balances have been eliminated. | ||
B. | Organization and operations — The Company is principally engaged in the importation, marketing and sale of premium and super premium brands of rums, whiskey, liqueurs, vodka and tequila in the United States, Canada, Europe and Asia. | ||
C. | Brands — Rum — Gosling’s rums, a family of premium rums with a 200-year history, including the award-winning Gosling’s Black Seal rum, for which the Company is, through its export venture GCP, the exclusive marketer outside of Bermuda, and Gosling’s Stormy Ginger Beer, an essential non-alcoholic ingredient in Gosling’s trademarked Dark ‘n Stormy® rum cocktail. | ||
Whiskey — three premium small batch bourbons: Jefferson’s, Jefferson’s Reserve and Jefferson’s Presidential Select, Jefferson’s Rye, an aged rye whiskey; the Clontarf Irish whiskeys, a family of premium Irish whiskeys, available in single malt and classic pure grain versions; Knappogue Castle Whiskey, a vintage-dated premium single-malt Irish whiskey; and Knappogue Castle 1951, a pure pot-still whiskey that has been aged for 36 years. | |||
Liqueurs — Brady’s Irish Cream, a premium Irish cream liqueur; Castello Mio, a super premium Sambuca, Celtic Honey, a premium Irish liqueur; pursuant to an exclusive U.S. marketing arrangement, Pallini Limoncello, Raspicello and Peachcello premium Italian liqueurs; and pursuant to a U.S. distribution agreement, Gozio amaretto, a premium Italian liqueur. | |||
Vodka — Boru vodka, an ultra-pure, five-times distilled and specially filtered premium vodka. Boru is produced in Ireland. | |||
Tequila — a USDA certified organic, super-premium tequila, Tequila Tierras Autenticas de Jalisco or Tierras. The Company is the exclusive U.S. importer and marketer of Tierras, which is available as blanco, reposado and añejo. | |||
D. | Cash and cash equivalents — The Company considers all highly liquid instruments with a maturity at date of acquisition of three months or less to be cash equivalents. | ||
E. | Equity investments - Equity investments are carried at original cost adjusted for the Company’s proportionate share of the investees’ income, losses and distributions. The Company assesses the carrying value of its equity investments when an indicator of a loss in value is present and records a loss in value of the investment when the assessment indicates that an other-than-temporary decline in the investment exists. The Company classifies its equity earnings of non-consolidated affiliate equity investment as a component of net income or loss. | ||
F. | Trade accounts receivable — The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect anticipated losses on the trade accounts receivable balances. The Company calculates this allowance based on its history of write-offs, level of past due accounts based on contractual terms of the receivables and its relationships with and economic status of its customers. | ||
G. | Revenue recognition — Revenue from product sales is recognized when the product is shipped to a customer (generally a distributor), title and risk of loss has passed to the customer in accordance with the terms of sale (FOB shipping point or FOB destination), and collection is reasonably assured. Revenue is not recognized on shipments to control states in the United States until such time as product is sold through to the retail channel. | ||
H. | Inventories — Inventories are comprised of distilled spirits, bulk wine, dry good raw materials (bottles, labels, corks and caps), packaging and finished goods, and are valued at the lower of cost or market, using the weighted average cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analyses and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded in cost of goods sold. See Note 3. | ||
During the years ended March 31, 2014 and 2013, the Company recorded allowances for obsolete and slow moving inventory of $200,000 and $684,830, respectively. The Company recorded these allowances on both raw materials and finished goods, primarily in connection with the disposition of wine brands, label and packaging changes made to certain brands, as well as wine spoilage and certain cost variances. The charges have been recorded as increases to Cost of Sales in the respective years. | |||
I. | Equipment — Equipment consists of office equipment, computers and software and furniture and fixtures. When assets are retired or otherwise disposed of, the cost and related depreciation is removed from the accounts, and any resulting gain or loss is recognized in the statement of operations. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to five years. | ||
J. | Goodwill and other intangible assets — Goodwill represents the excess of purchase price including related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other”, impairment of goodwill must be tested at least annually by comparing the fair values of the applicable reporting units with the carrying amount of their net assets, including goodwill. The required two-step approach uses accounting judgments and estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. The estimates that most significantly affect the fair value calculation are related to revenue growth, cost of sales, selling and marketing expenses and discount rates. Impairment testing is done at the reporting level. If the carrying amount of the reporting unit’s net assets exceeds the unit’s fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination with the fair value of the reporting unit deemed to be the purchase price paid. Rights, trademarks, trade names and formulations are indefinite lived intangible assets not subject to amortization and are tested for impairment at least annually. The impairment test consists of a comparison of the fair value of the asset group allocated to each reporting unit with its allocated carrying amount. | |||
The fair value of each reporting unit was determined at March 31, 2014 and 2013 by weighting a combination of the present value of the Company’s discounted anticipated future operating cash flows and values based on market multiples of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) of comparable companies. Other than the write-downs of intangible and goodwill related to the wine brands discussed in Note 7, the Company did not record any impairment on goodwill or other intangible assets for the years ended March 31, 2014 and 2013. | |||
K. | Impairment and disposal of long-lived assets — Under ASC 310, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. The Company did not record an impairment on long-lived assets for the years ended March 31, 2014 and 2013. | ||
In March 2013, the Company determined to reduce its sales and marketing efforts on its wine brands, which do not provide a material contribution to the Company’s results of operations. The Company made this decision to optimize its resources and focus on its faster growing and more profitable spirits brands, and to reduce the levels of working capital required to maintain necessary inventory levels of bulk wine and finished goods. The Company intends to continue selling existing finished goods wine inventory through its current sales channels, but is actively seeking buyers for large lots and for its bulk wine. In connection with this decision, the Company recognized a loss of $1,715,728, consisting of $817,156 on the write-down of net intangible assets and $898,572 in goodwill, as well as $326,869 charged to the provision for obsolete inventory to adjust both bulk wine and finished goods to estimated net realizable value, for the year ended March 31, 2013. | |||
L. | Shipping and handling — The Company reflects as inventory costs freight-in and related external handling charges relating to the purchase of raw materials and finished goods. These costs are charged to cost of sales at the time the underlying product is sold. The Company also incurs shipping costs in connection with its various marketing activities, including the shipment of point of sale materials to the Company’s regional sales managers and customers, and the costs of shipping product in connection with its various marketing programs and promotions. These shipping charges are included in selling expense and were $1,879,881 and $1,171,290 for the years ended March 31, 2014 and 2013, respectively. | ||
M. | Excise taxes and duty — Excise taxes and duty are computed at standard rates based on alcohol proof per gallon/liter and are paid after finished goods are imported into the United States and then transferred out of “bond.” Excise taxes and duty are recorded to inventory as a component of the cost of the underlying finished goods. When the underlying products are sold “ex warehouse”, the sales price reflects the taxes paid and the inventoried excise taxes and duties are charged to cost of sales. | ||
N. | Distributor charges and promotional goods — The Company incurs charges from its distributors for a variety of transactions and services rendered by the distributor, including product depletions, product samples for various promotional purposes, in-store tastings and training where legal, and local advertising where legal. Such charges are reflected as selling expense as incurred. Also, the Company has entered into arrangements with certain of its distributors whereby the purchase of a particular product or products by a distributor is accompanied by a percentage of the sale being composed of promotional goods or as a predetermined discount percentage of dollars off invoice. In such cases, the cost of the promotional goods is charged to cost of sales and dollars off invoice are a reduction to revenue. | ||
O. | Foreign currency — The functional currency for the Company’s foreign operations is the Euro in Ireland and the British Pound in the United Kingdom. Under ASC 830, “Foreign Currency Matters”, the translation from the applicable foreign currencies to U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive income. Gains or losses resulting from foreign currency transactions are shown as a separate line item in the consolidated statements of operations. | ||
P. | Fair value of financial instruments — ASC 825, “Financial Instruments”, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties and requires disclosure of the fair value of certain financial instruments. The Company believes that there is no material difference between the fair-value and the reported amounts of financial instruments in the Company’s balance sheets due to the short term maturity of these instruments, or with respect to the Company’s debt, as compared to the current borrowing rates available to the Company. | ||
The Company’s investments are reported at fair value in accordance with authoritative guidance, which accomplishes the following key objectives: | |||
- | Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; | ||
- | Establishes a three-level hierarchy (“valuation hierarchy”) for fair value measurements; | ||
- | Requires consideration of the Company’s creditworthiness when valuing liabilities; and | ||
- | Expands disclosures about instruments measured at fair value. | ||
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows: | |||
- | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
- | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are directly or indirectly observable for the asset or liability for substantially the full term of the financial instrument. | ||
- | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||
Q. | Income taxes — Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided to the extent a deferred tax asset is not considered recoverable. | ||
The Company has adopted the provisions of ASC 740 and has recognized no adjustment for uncertain tax provisions. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense; however, no such provisions for accrued interest and penalties related to uncertain tax positions have been recorded as of March 31, 2014. | |||
R. | Research and development costs — The costs of research, development and product improvement are charged to expense as incurred and are included in selling expense. | ||
S. | Advertising — Advertising costs are expensed when the advertising first appears in its respective medium. Advertising expense, which is included in selling expense, was $2,052,819 and $2,212,774 for the years ended March 31, 2014 and 2013, respectively. | ||
T. | Use of estimates — The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates include the accounting for items such as evaluating annual impairment tests, derivative instruments and equity issuances, warrant valuation, stock-based compensation, allowances for doubtful accounts and inventory obsolescence, depreciation, amortization and expense accruals. | ||
U. | Uncertainties — The Company depends on a limited number of third-party suppliers for the sourcing of all of its products, including both its own proprietary brands and those it distributes for others. The Company does not have long-term written agreements with all of its suppliers. Also, if the Company fails to complete purchases of products ordered annually, certain suppliers have the right to bill it for product not purchased during the period. Suppliers’ failure to perform satisfactorily or handle increased orders, delays in shipments of products from international suppliers or the loss of existing suppliers, especially key suppliers, could have material adverse effects on the Company’s operating results. The inability to maintain, renew on acceptable terms or find suitable alternatives to the Company’s contracts with suppliers could have a material adverse effect on its operating results. | ||
V. | Recent accounting pronouncements — On April 10, 2014, the FASB issued final guidance to change the criteria for reporting discontinued operations while enhancing disclosures in this area (Accounting Standards Update (“ASU”) No. 2014-08). Under the new guidance, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as discontinued operations. The guidance will be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for annual financial statements with fiscal years beginning on or after December 15, 2014 with early adoption permitted for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company will adopt the guidance effective April 1, 2015 and the adoption of this guidance is not expected to have a material impact on the Company’s results of operations, cash flows or financial condition. | ||
On March 13, 2014, the Emerging Issues Task Force (the “Task Force”) reached a final consensus to amend the accounting guidance for stock compensation tied to performance targets (Issue No. 13-D). The objective of this guidance is to clarify the accounting treatment of certain types of performance conditions in stock-based compensation awards, more specifically, when performance targets can be achieved after the requisite service period. The Task Force concluded that performance criteria subsequent to a service period vesting requirement should be treated as vesting conditions, and as a result, this type of performance condition may delay expense recognition until achievement of the performance target is probable. Issue No. 13-D will be effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015, and early adoption is permitted. The adoption of this guidance is not expected have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
W. | Accounting standards adopted — In July 2012, the FASB issued ASU 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The amended guidance simplifies how entities test indefinite-lived intangible assets other than goodwill for impairment. After an assessment of certain qualitative factors, if it is determined to be more likely than not that an indefinite-lived asset is impaired, entities must perform the quantitative impairment test. Otherwise, the quantitative test is optional. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | ||
In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements.” The amendments in this update cover a wide range of topics in the ASC. These amendments include technical corrections and improvements to the ASC and conforming amendments related to fair value measurements. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. This update is intended to improve the comparability of statements of financial position prepared in accordance with U.S. GAAP and International Financial Reporting Standards, requiring both gross and net presentation of offsetting assets and liabilities. The new requirements are effective for fiscal years beginning on or after January 1, 2013, and for interim periods within those fiscal years. As this guidance only affects disclosures, the adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2013-11”), which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 does not require new recurring disclosures. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
X. | Reclassification — Certain prior year balances have been reclassified to conform to the current year presentation. | ||
BASIC_AND_DILUTED_NET_LOSS_PER
BASIC AND DILUTED NET LOSS PER COMMON SHARE | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Earnings Per Share [Abstract] | ' | |||||||
Earnings Per Share [Text Block] | ' | |||||||
NOTE 2 — BASIC AND DILUTED NET LOSS PER COMMON SHARE | ||||||||
Basic net loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted net loss per common share is computed giving effect to all potentially dilutive common shares that were outstanding during the period that are not anti-dilutive. Potentially dilutive common shares consist of incremental shares issuable upon exercise of stock options and warrants or conversion of convertible preferred stock outstanding and related accrued dividends. In computing diluted net loss per share for the years ended March 31, 2014 and 2013, no adjustment has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and warrants and the assumed conversion of convertible preferred stock and related accrued dividends is anti-dilutive. | ||||||||
Potential common shares not included in calculating diluted net loss per share are as follows: | ||||||||
Years ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock options | 11,174,007 | 8,120,765 | ||||||
Warrants to purchase common stock | 1,777,802 | 11,874,087 | ||||||
Convertible preferred stock and accrued dividends | — | 25,879,807 | ||||||
5% Convertible notes | 2,361,111 | — | ||||||
Total | 15,312,920 | 45,874,659 | ||||||
INVENTORIES
INVENTORIES | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventory Disclosure [Text Block] | ' | |||||||
NOTE 3 — INVENTORIES | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Raw materials – net | $ | 4,502,234 | $ | 5,191,147 | ||||
Finished goods – net | 10,147,795 | 8,540,815 | ||||||
Total | $ | 14,650,029 | $ | 13,731,962 | ||||
As of March 31, 2014 and 2013, 19% and 19%, respectively, of raw materials and 5% and 4%, respectively, of finished goods were located outside of the United States. | ||||||||
In March and October 2013, the Company acquired $2,496,000 and $780,000 of bulk bourbon whiskey, respectively, in support of its anticipated near and mid-term needs. | ||||||||
The Company estimates the allowance for obsolete and slow moving inventory based on analyses and assumptions including, but not limited to, historical usage, expected future demand and market requirements. | ||||||||
Inventories are stated at the lower of weighted average cost or market. | ||||||||
EQUITY_INVESTMENT
EQUITY INVESTMENT | 12 Months Ended |
Mar. 31, 2014 | |
Equity Method Investments and Joint Ventures [Abstract] | ' |
Cost and Equity Method Investments Disclosure [Text Block] | ' |
NOTE 4 — EQUITY INVESTMENT | |
Investment in DP Castle Partners, LLC | |
In August 2010, CB-USA formed DP Castle Partners, LLC (“DPCP”) with Drink Pie, LLC to manage the manufacturing and marketing of Travis Hasse’s Original Apple Pie Liqueur, Cherry Pie Liqueur and any future line extensions of the brand. DPCP paid a per case royalty fee to Drink Pie, LLC under a licensing agreement. CB-USA purchased the finished product from DPCP FOB – Production and CB-USA bore the risk of loss on both inventory and third-party receivables. Revenues and cost of sales were recorded at their respective gross amounts on the books and records of CB-USA. For the years ended March 31, 2014 and 2013, CB-USA purchased $170,880 and $867,280, respectively, in finished goods from DPCP under the distribution agreement. As of March 31, 2013, DPCP was indebted to CB-USA in the amount of $268,598, which is included in due to shareholders and affiliates on the accompanying condensed consolidated balance sheet. At March 31, 2014, CB-USA owned 20 % of now inactive DPCP. CB-USA also earned a defined rate of interest on its capital contribution to DPCP, based on its ownership in DPCP. For the years ended March 31, 2014 and 2013, CB-USA earned $4,200 and $8,400, respectively, in interest income on its capital contribution to DPCP. The Company accounted for this investment under the equity method of accounting. The investment balance was $116,700 at March 31, 2013. In December 2013, CB-USA determined to cease marketing and selling these brands and returned the remaining inventory to Drink Pie, LLC. In connection with the discontinuation of marketing and sales efforts, the Company recognized a loss of $502,518 from its investment in DPCP, including a $120,900 loss on investment and write offs of $399,618 on the remaining receivable balances due from DPCP. | |
ACQUISITIONS
ACQUISITIONS | 12 Months Ended |
Mar. 31, 2014 | |
Business Combinations [Abstract] | ' |
Mergers, Acquisitions and Dispositions Disclosures [Text Block] | ' |
NOTE 5 — ACQUISITIONS | |
Acquisition of McLain & Kyne | |
On October 12, 2006, the Company acquired all of the outstanding capital stock of McLain & Kyne. The Company was required to pay contingent consideration based on the case sales of Jefferson’s Presidential Select bourbon for a specified amount of cases. As of June 30, 2013, the Company had reached the specified case sale threshold for contingent consideration under the agreement. Accordingly, no further contingent consideration will be due. For the years ended March 31, 2014 and 2013, the sellers earned $5,940 and $145,800, respectively, under this agreement. The earn-out payments have been recorded as an increase to goodwill. | |
EQUIPMENT_NET
EQUIPMENT, NET | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | |||||||
NOTE 6 — EQUIPMENT, NET | ||||||||
Equipment consists of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Equipment and software | $ | 2,317,310 | $ | 2,026,028 | ||||
Furniture and fixtures | 10,325 | 10,325 | ||||||
2,327,635 | 2,036,353 | |||||||
Less: accumulated depreciation | 1,759,240 | 1,519,712 | ||||||
Balance | $ | 568,395 | $ | 516,641 | ||||
Depreciation expense for the years ended March 31, 2014 and 2013 totaled $204,180 and $187,539, respectively. | ||||||||
GOODWILL_AND_INTANGIBLE_ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | |||||||
NOTE 7 — GOODWILL AND INTANGIBLE ASSETS | ||||||||
In March 2013, the Company determined to reduce its sales and marketing efforts on its wine brands, which do not provide a material contribution to the Company’s results of operations. The Company made this decision to optimize its resources and focus on its faster growing and more profitable spirits brands, and to reduce the levels of working capital required to maintain necessary inventory levels of bulk wine and finished goods. The Company intends to continue selling existing finished goods wine inventory through its current sales channels, but is actively seeking buyers for large lots and for its bulk wine. In connection with this decision, the Company recognized a loss of $1,715,728, consisting of $817,156 on the write-down of net intangible assets and $898,572 in goodwill, as well as $326,869 charged to the provision for obsolete inventory to adjust both bulk wine and finished goods to estimated net realizable value, for the year ended March 31, 2013. | ||||||||
The changes in the carrying amount of goodwill for the years ended March 31, 2014 and 2013 were as follows: | ||||||||
Amount | ||||||||
Balance as of March 31, 2012 | $ | 1,243,058 | ||||||
Write-down of goodwill related to wine brands | -898,572 | |||||||
Payments under McLain and Kyne agreement | 145,800 | |||||||
Balance as of March 31, 2013 | $ | 490,286 | ||||||
Payments under McLain and Kyne agreement | 5,940 | |||||||
Balance as of March 31, 2014 | $ | 496,226 | ||||||
Intangible assets consist of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Definite life brands | $ | 170,000 | $ | 170,000 | ||||
Trademarks | 535,947 | 535,947 | ||||||
Rights | 8,271,555 | 8,271,555 | ||||||
Product development | 96,959 | 96,959 | ||||||
Patents | 994,000 | 994,000 | ||||||
Other | 55,460 | 28,480 | ||||||
10,123,921 | 10,096,941 | |||||||
Less: accumulated amortization | 6,058,005 | 5,404,000 | ||||||
Net | 4,065,916 | 4,692,941 | ||||||
Other identifiable intangible assets — indefinite lived* | 4,112,972 | 4,112,972 | ||||||
$ | 8,178,888 | $ | 8,805,913 | |||||
Accumulated amortization consists of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Definite life brands | $ | 170,000 | $ | 170,000 | ||||
Trademarks | 262,098 | 230,379 | ||||||
Rights | 4,961,170 | 4,409,220 | ||||||
Product development | 20,350 | 16,280 | ||||||
Patents | 644,387 | 578,121 | ||||||
Other | - | - | ||||||
Accumulated amortization | $ | 6,058,005 | $ | 5,404,000 | ||||
* Other identifiable intangible assets — indefinite lived consists of product formulations. | ||||||||
Amortization expense for the years ended March 31, 2014 and 2013 totaled $654,005 and $732,783, respectively. | ||||||||
Estimated aggregate amortization expense for each of the next five fiscal years is as follows: | ||||||||
Years ending March 31, | Amount | |||||||
2015 | $ | 634,757 | ||||||
2016 | 632,365 | |||||||
2017 | 631,562 | |||||||
2018 | 631,405 | |||||||
2019 | 613,072 | |||||||
Total | $ | 3,143,161 | ||||||
RESTRICTED_CASH
RESTRICTED CASH | 12 Months Ended |
Mar. 31, 2014 | |
Restricted Cash Disclosure [Abstract] | ' |
Restricted Cash Disclosure [Text Block] | ' |
NOTE 8 — RESTRICTED CASH | |
At March 31, 2014 and 2013, the Company had €302,920 or $416,565 (translated at the March 31, 2014 exchange rate) and €352,255 or $451,346 (translated at the March 31, 2013 exchange rate), respectively, of cash restricted from withdrawal and held by a bank in Ireland as collateral for overdraft coverage, creditors’ insurance, customs and excise guaranty and a revolving credit facility as described in Note 9A below. | |
NOTES_PAYABLE_AND_CAPITAL_LEAS
NOTES PAYABLE AND CAPITAL LEASE | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-Term Debt, Unclassified [Abstract] | ' | |||||||
Long-term Debt [Text Block] | ' | |||||||
NOTE 9 — NOTES PAYABLE AND CAPITAL LEASE | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Notes payable consist of the following: | ||||||||
Foreign revolving credit facilities (A) | $ | 20,205 | $ | 89,407 | ||||
Note payable – GCP note(B) | 211,580 | 211,580 | ||||||
Keltic facility (C) | 1,953,037 | 6,501,321 | ||||||
Bourbon term loan (D) | 2,015,000 | 2,496,000 | ||||||
Junior loan (E) | 1,250,000 | — | ||||||
5% Convertible notes(F) | 2,125,000 | — | ||||||
Total | $ | 7,574,822 | $ | 9,298,308 | ||||
A. | The Company has arranged various facilities aggregating €302,714 or $416,280 (translated at the March 31, 2014 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance, customs and excise guaranty, and a revolving credit facility. These facilities are payable on demand, continue until terminated by either party, are subject to annual review, and call for interest at the lender’s AA1 Rate minus 1.70 %. The balance on the credit facilities included in notes payable totaled €14,693, or $20,205 (translated at the March 31, 2014 exchange rate), and €69,761, or $89,407, (translated at the March 31, 2013 exchange rate), at March 31, 2014 and 2013, respectively. | |||||||
B. | In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount of $211,580 to Gosling's Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2014 and 2013, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2014 and 2013, $211,580 of principal due on the GCP Note is included in long-term liabilities. | |||||||
C. | In August 2011, the Company and CB-USA entered into the Keltic Facility (“Keltic Facility”), a revolving loan agreement with Keltic Financial Partners II, LP ("Keltic"), providing for availability (subject to certain terms and conditions) of a facility of up to $5,000,000 for the purpose of providing the Company and CB-USA with working capital. In July 2012, the Keltic Facility was amended to increase availability to $7,000,000, among other changes. In March 2013, the Keltic Facility was amended to increase availability to $8,000,000, among other changes. In August 2013, the Keltic Facility was amended to modify the borrowing base calculation and covenants with respect to the Keltic Facility and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Junior Loan (as defined below), subject to certain conditions set forth in the amendment, to modify certain aspects of the EBITDA covenant contained in the loan agreement, permit the Company to incur indebtedness in an aggregate original principal amount of $2,125,000 pursuant to the terms of the Note Purchase Agreement and Convertible Notes (as each term is defined below in Note 9F), and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Convertible Notes, subject to certain conditions set forth in the amendment. In November 2013, the Keltic Facility was further amended, to, among other things, provide for the issuances of letters of credit thereunder. | |||||||
The Company and CB-USA are referred to individually and collectively as the Borrower. The Keltic Facility expires on December 31, 2016. The Borrower may borrow up to the maximum amount of the Keltic Facility, provided that the Borrower has a sufficient borrowing base (as defined under the loan agreement). The Keltic Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.25%, (b) the LIBOR Rate plus 5.75% and (c) 6.50%. For the year ended March 31, 2014, the Company paid interest at 6.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Keltic Facility. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Keltic Facility interest rate. There have been no Events of Default under the Keltic Facility. The Company paid a $40,000 commitment fee in connection with the first amendment, a $70,000 closing and commitment fee in connection with the second amendment and a $25,000 closing and commitment fee in connection with the third amendment. Keltic also receives an annual facility fee in an amount equal to 1% per annum of the maximum revolving facility amount and a collateral management fee of $1,000 per month (increased to $2,000 after the occurrence of and during the continuance of an Event of Default). The loan agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The loan agreement includes negative covenants that, among other things, restrict the Borrower’s ability to create additional indebtedness, dispose of properties, incur liens and make distributions or cash dividends. At March 31, 2014, the Company was in compliance, in all material respects, with the covenants under the Keltic Facility. At March 31, 2014 and 2013, $1,953,037 and $6,501,321, respectively, due on the Keltic Facility is included in long-term liabilities. | ||||||||
D. | In March 2013, the Company and CB-USA entered into an inventory term loan of $2,496,000 (the "Bourbon Term Loan") that was used to purchase bourbon inventory on March 11, 2013. Unless sooner terminated in accordance with its terms, the Bourbon Term Loan matures on December 31, 2016. The Bourbon Term Loan interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. For the year ended March 31, 2014, the Company paid interest of 7.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Bourbon Term Loan. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Bourbon Term Loan interest rate. The Borrower is required to pay down the principal balance of the Bourbon Term Loan within 15 banking days from the completion of a bottling run of bourbon from the bourbon inventory stock purchased on or about the date of the Bourbon Term Loan in an amount equal to the purchase price of such bourbon. The unpaid principal balance of the Bourbon Term Loan, all accrued and unpaid interest thereon, all fees, costs and expenses payable in connection with the Bourbon Term Loan are due and payable in full on December 31, 2016. | |||||||
Keltic required as a condition to funding the Bourbon Term Loan that Keltic had entered into a participation agreement (the "Participation Agreement") providing for an initial aggregate of $750,000 of the Bourbon Term Loan to be purchased by junior participants. Certain related parties of the Company purchased a portion of these junior participations in the Bourbon Term Loan, including Frost Gamma Investments Trust ($500,000), an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III ($50,000), a director of the Company and the Company’s Chairman, and an affiliate of Richard J. Lampen ($50,000), a director of the Company and the Company’s President and Chief Executive Officer (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants receive interest at the rate of 11% per annum. Neither the Company nor CB-USA is a party to the Participation Agreement. However, the Borrower is party to a fee letter (the "Fee Letter") with the junior participants (including the related party junior participants) pursuant to which the Borrower is obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. In August 2013, the Bourbon Term Loan was amended to provide the Company with the ability to increase the maximum aggregate principal amount of the Bourbon Term Loan from $2,500,000 to up to $4,000,000 to finance the purchase of aged whiskies following the identification of junior participants to purchase a portion of the increased Bourbon Term Loan amount. The balance on the Bourbon Term Loan included in notes payable totaled $2,015,000 and $2,496,000 at March 31, 2014 and 2013, respectively. | ||||||||
E. | In August 2013, the Company entered into a Loan Agreement (the "Junior Loan Agreement"), by and between the Company and the lending parties thereto (the "Junior Lenders"), which provides for an aggregate $1,250,000 unsecured loan (the "Junior Loan") to the Company. The Junior Loan bears interest at a rate of 11 % per annum, payable quarterly in arrears commencing November 1, 2013, and matures on October 15, 2015. The Junior Loan may be prepaid in whole or in part at any time without penalty or premium but with payment of accrued interest to the date of prepayment. The Junior Loan Agreement contains customary events of default, which, if uncured, entitle each Junior Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the portion of the Junior Loan made by such Junior Lender. The Junior Loan Agreement provides for a funding fee of 2% per annum on the then outstanding Junior Loan balance (pro-rated for any period of less than one year), payable pro rata among the Junior Lenders on the date of the Junior Loan Agreement and on the first and second anniversaries thereof. The Junior Lenders include Frost Gamma Investments Trust ($200,000), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000). In connection with the Junior Loan Agreement, the Junior Lenders entered into a subordination agreement with Keltic; the Company is not a party to the subordination agreement. At March 31, 2014, $1,250,000 of principal due on the Junior Loan is included in long-term liabilities. | |||||||
F. | In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the "Note Purchase Agreement"), by and among the Company and the purchasers party thereto, which provided for the issuance of an aggregate initial principal amount of $2,125,000 unsecured subordinated notes (the "Convertible Notes") by the Company. The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly beginning on December 15, 2013 until their maturity date of December 15, 2018. The Convertible Notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of the Company’s common stock at a conversion price of $0.90 per share (the "Conversion Price"). The Convertible Notes may be prepaid in whole or in part at any time without penalty or premium, but with payment of accrued interest to the date of prepayment. The Convertible Notes contain customary events of default, which, if uncured, entitle each note holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Convertible Notes. | |||||||
The purchasers of the Convertible Notes include certain related parties of the Company, including an affiliate of Dr. Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate of Richard J. Lampen ($50,000), an affiliate of Glenn Halpryn ($200,000), a director of the Company, Dennis Scholl ($100,000), a director of the Company, and Vector Group Ltd. ($200,000), a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer and Henry Beinstein, a director of the Company, is a director. | ||||||||
The Company may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest thereon if (i) the average daily volume of the Company’s common stock (as reported on the principal market or exchange on which the common stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted average price of the common stock for at least twenty (20) trading days during any thirty (30) consecutive trading day period exceeds 250% of the then-current conversion price. Any forced conversion will be applied ratably to the holders of all Convertible Notes issued pursuant to the Note Purchase Agreement based on each holder’s then-current note holdings. | ||||||||
In connection with the Note Purchase Agreement, each purchaser of the Convertible Notes was required to execute a joinder to the subordination agreement, by and among Keltic and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. At March 31, 2014, $2,125,000 of principal due on the Convertible Notes is included in long-term liabilities. | ||||||||
Payments due on notes payable are as follows: | ||||||||
Years ending March 31, | Amount | |||||||
2015 | $ | 20,205 | ||||||
2016 | 1,250,000 | |||||||
2017 | 3,968,037 | |||||||
2018 | — | |||||||
2019 | 2,125,000 | |||||||
Thereafter | 211,580 | |||||||
Total | $ | 7,574,822 | ||||||
EQUITY
EQUITY | 12 Months Ended |
Mar. 31, 2014 | |
Stockholders Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
NOTE 10 — EQUITY | |
Equity distribution agreement - In November 2013, the Company entered into an Equity Distribution Agreement (the "Distribution Agreement") with Barrington Research Associates, Inc. ("Barrington"), as sales agent, under which the Company may issue and sell over time and from time to time, to or through Barrington, shares (the "Shares") of its common stock having a gross sales price of up to $6.0 million. | |
Sales of the Shares pursuant to the Distribution Agreement, may be effected by any method permitted by law deemed to be an "at-the-market" offering as defined in Rule 415 of the Securities Act of 1933, as amended, including without limitation directly on the NYSE MKT LLC or any other existing trading market for the common stock or through a market maker, up to the amount specified, and otherwise to or through Barrington in accordance with the placement notices delivered by the Company to Barrington. Also, with the prior consent of the Company, some or all of the Shares may be sold in privately negotiated transactions. Under the Distribution Agreement, Barrington will be entitled to compensation of 2.0 % of the gross proceeds from the sale of all of the Shares sold through Barrington, as sales agent, pursuant to the Distribution Agreement. Also, the Company will reimburse Barrington for certain expenses incurred in connection with the matters contemplated by the Distribution Agreement, up to an aggregate of $50,000, plus up to an additional $7,500 per calendar quarter related to ongoing maintenance; provided, however, that such reimbursement amount shall not exceed 8% of the aggregate gross proceeds received by the Company under the Distribution Agreement. | |
From November 2013 through March 31, 2014, the Company sold 5,394,608 Shares pursuant to the Distribution Agreement, with total gross proceeds of $4,531,643, before deducting sales agent and offering expenses of $184,341. | |
Preferred stock issuance – In June 2011 the Company entered into agreements relating to a private placement (the “June 2011 Private Placement”) of an aggregate of approximately $7,100,000 of newly-designated 10% Series A Convertible Preferred Stock, par value $0.01 per share (“Series A Preferred Stock”). As part of the June 2011 Private Placement, the Company completed a private offering to third-party investors of $2,155,000 of Series A Preferred Stock for its stated value of $1,000 per share and warrants (“2011 Warrants”) to purchase 50% of the number of shares of the Company’s common stock, issuable upon conversion of such Series A Preferred Stock. Subject to adjustment (including dilutive issuances), the Series A Preferred Stock was convertible into common stock at a conversion price of $0.304 per share and the 2011 Warrants had an exercise price of $0.38 per share. | |
Holders of Series A Preferred Stock were entitled to receive cumulative dividends at the rate per share (as a percentage of the stated value per share) of 10% per annum, whether or not declared by the Company’s Board of Directors, which were only payable in shares of the Company’s common stock upon conversion of the Series A Preferred Stock or upon a liquidation. For the years ended March 31, 2014 and 2013, the Company recorded accrued dividends of $384,599 and $744,468, respectively, included as an increase in the accumulated deficit and in additional paid-in capital on the accompanying consolidated balance sheets. | |
If the Company sold or granted any option to purchase or any right to reprice, or otherwise dispose of or issue (or announce any sale, grant or option to purchase or other disposition), any common stock or common stock equivalents entitling any person to acquire common stock at an effective price per share that was lower than the then conversion price of the Series A Preferred Stock, the holders of the Series A Preferred Stock and 2011 Warrants were entitled to an adjusted conversion price and additional shares of common stock upon exercise the 2011 Warrants. These warrants were subject to liability accounting. See Note 13B. | |
If the average daily volume of the Company's common stock exceeded $100,000 per trading day and the Volume Weighted Average Price (as defined in the articles of designation of the Series A Preferred Stock) for at least 20 trading days during any 30 consecutive trading day period exceeded $0.76 (subject to adjustment), the Company could convert all or any portion of the outstanding Series A Preferred Stock into shares of common stock. The Company’s common stock exceeded these thresholds, and on February 11, 2014, the Company’s Board of Directors approved the mandatory conversion of all outstanding shares of the Series A Preferred Stock pursuant to their terms, effective on or about February 24, 2014. Pursuant to the mandatory conversion, all 6,271 outstanding shares of Series A Preferred Stock, and accrued dividends thereon, converted into 25,760,881 shares of common stock. | |
Preferred stock conversions – In the current year period prior to the February 11, 2014 mandatory conversion, holders of Series A Preferred Stock converted 430 shares of Series A Preferred Stock, and accrued dividends thereon, into 1,704,729 shares of common stock. | |
In year ended March 31, 2013, holders of Series A Preferred Stock converted 195.132 shares of Series A Preferred Stock, and accrued dividends thereon, into 720,967 shares of common stock. | |
FOREIGN_CURRENCY_FORWARD_CONTR
FOREIGN CURRENCY FORWARD CONTRACTS | 12 Months Ended |
Mar. 31, 2014 | |
Foreign Currency [Abstract] | ' |
Foreign Currency Disclosure [Text Block] | ' |
NOTE 11 — FOREIGN CURRENCY FORWARD CONTRACTS | |
The Company enters into forward contracts from time to time to reduce its exposure to foreign currency fluctuations. The Company recognizes in the balance sheet derivative contracts at fair value, and reflects any net gains and losses currently in earnings. At March 31, 2014 and 2013, the Company had no forward contracts outstanding. Gain or loss on foreign currency forward contracts, which was de minimis during the periods presented, is included in other income and expense. | |
PROVISION_FOR_INCOME_TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Tax Disclosure [Text Block] | ' | |||||||
NOTE 12 — PROVISION FOR INCOME TAXES | ||||||||
The Company accounts for taxes in accordance with ASC 740, “Income Taxes”, which requires the recognition of tax benefits or expense on the temporary differences between the tax basis and book basis of its assets and liabilities. Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years in which those differences are expected to be recovered or settled. | ||||||||
Tax years 2011 through 2014 remain open to examination by federal and state tax jurisdictions. The Company has various foreign subsidiaries for which tax years 2007 through 2014 remain open to examination in certain foreign tax jurisdictions. | ||||||||
The Company’s income tax benefit for the years ended March 31, 2014 and 2013 consists of federal, state and local taxes attributable to GCP, which does not file a consolidated income tax return with the Company, and foreign taxes. As of March 31, 2014, the Company had federal net operating loss carryforwards of approximately $86,800,000 for U.S. tax purposes, which expire through 2034, and foreign net operating loss carryforwards of approximately $19,800,000, which carry forward without limit of time. Utilization of the U.S. tax losses may be limited by the “change of ownership” rules as set forth in section 382 of the Internal Revenue Code. | ||||||||
The pre-tax income, on a financial statement basis, from foreign sources totaled $168,233 for the year ended March 31, 2014 and the pre-tax loss, on a financial statement basis, from foreign sources totaled $412,182 for the year ended March 31, 2013. | ||||||||
The Company did not have any undistributed earnings from foreign subsidiaries at March 31, 2014 and 2013. | ||||||||
The following table reconciles the income tax benefit and the federal statutory rate of 34%. | ||||||||
Years ended March 31, | ||||||||
2014 | 2013 | |||||||
% | % | |||||||
Computed expected tax benefit, at 34% | 34 | 34 | ||||||
Increase in valuation allowance | -28.51 | -31.51 | ||||||
Net change in fair value of warrant liability | -20.59 | 1.89 | ||||||
Loss on wine assets | — | -10.71 | ||||||
Effect of foreign rate differential | -1.3 | -2.96 | ||||||
Taxes included in minority interest | -3.57 | -3.81 | ||||||
Other | 7.34 | 4.93 | ||||||
State and local taxes, net of federal benefit | 6 | 6 | ||||||
Income tax benefit | -6.63 | -2.17 | ||||||
In connection with the investment in GCP, the Company recorded a deferred tax liability on the ascribed value of the acquired intangible assets of $2,222,222, increasing the value of the asset. The deferred tax liability is being reversed over the amortization period of the intangible asset (15 years). For each of the years ended March 31, 2014 and 2013, the Company recognized $590,414 and $118,349 of income tax benefit, net. | ||||||||
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities are presented below. | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Deferred income tax assets: | ||||||||
Foreign currency transactions | $ | 72,000 | $ | 103,000 | ||||
Accounts receivable | 5,000 | 5,000 | ||||||
Inventory | 304,000 | 280,000 | ||||||
Stock based compensation | 2,125,000 | 1,967,000 | ||||||
Amortization of intangibles | 206,000 | 206,000 | ||||||
Net operating loss carryforwards — U.S. | 34,706,000 | 31,623,000 | ||||||
Net operating loss carryforwards — foreign | 1,974,000 | 1,957,000 | ||||||
Other | 2,000 | 2,000 | ||||||
Total gross assets | 39,394,000 | 36,143,000 | ||||||
Less: Valuation allowance | -38,921,000 | -36,143,000 | ||||||
Net deferred asset | $ | 473,000 | $ | — | ||||
Deferred income tax liability: | ||||||||
Intangible assets acquired in acquisition of subsidiary | $ | -629,444 | $ | -629,444 | ||||
Intangible assets acquired in investment in GCP | -888,863 | -1,037,012 | ||||||
Net deferred income tax liability | $ | -1,518,307 | $ | -1,666,456 | ||||
Through March 31, 2013, the Company recorded a full valuation allowance against its deferred tax assets as it believed it was more likely than not that such deferred tax assets would not be realized. The Company released its deferred tax asset valuation allowance allocated to GCP as of March 31, 2014 due to management’s determination that it was “more likely than not” that the GCP’s deferred tax assets would be realized. “More likely than not” is defined as greater than 50% probability of occurrence. Management considered the guidance in paragraphs 21-23 of ASC 740-10-30 in forming its conclusion. A determination as to the ultimate realization of the deferred tax assets is dependent upon management’s judgment and evaluation of both positive and negative evidence, forecasts of future taxable income, applicable tax planning strategies, and an assessment of current and future economic and business conditions. In 2014, GCP was in a position of cumulative profitability on a pre-tax basis, considering its operating results for the three years ended March 31, 2014. Management concluded that this record of cumulative profitability in recent years, in addition to a long range forecast showing continued profitability for GCP, provided sufficient positive evidence that the net U.S. federal tax benefits more likely than not would be realized. Accordingly, in the year ended March 31, 2014, the Company released the valuation allowance against GCP’s net federal deferred assets, resulting in a $473,330 benefit in provision for income taxes for the year ended March 31, 2014. In addition, at March 31, 2014, the Company changed its estimate of the cumulative deferred tax asset allocated to the amortization of intangibles. The Company’s income tax benefit and effective tax rate for the years ended March 31, 2014 and 2013 reflect the impact of this valuation allowance reversal and change in estimate. | ||||||||
The valuation allowance for deferred tax assets as of March 31, 2014 and 2013 was approximately $38,921,000 and $36,143,000, respectively. The net change in the total valuation allowance for the years ended March 31, 2014 and 2013 was $2,778,000 and $1,846,000, respectively. The Company does not offset its deferred tax assets and liabilities because its deferred tax assets and liabilities are in different taxable entities which do not file consolidated returns. | ||||||||
STOCKBASED_COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
NOTE 13 — STOCK-BASED COMPENSATION | |||||||||||||||||
A. | Stock Incentive Plan — In July 2003, the Company implemented the 2003 Stock Incentive Plan (the “2003 Plan”), which provides for awards of incentive and non-qualified stock options, restricted stock and stock appreciation rights for its officers, employees, consultants and directors to attract and retain such individuals. Stock option grants under the Plan are granted with an exercise price at or above the fair market value of the underlying common stock at the date of grant, generally vest over a three to five year period and expire ten years after the grant date. | ||||||||||||||||
As established, there were 2,000,000 shares of common stock reserved and available for distribution under the Plan. In January 2009, the Company’s shareholders approved an amendment to the Plan to increase the number of shares available under the Plan from 2,000,000 to 12,000,000 and to establish the maximum number of shares issuable to any one individual in any particular year. As of August 2013, no new awards may be issued under the 2003 Plan. | |||||||||||||||||
In October 2012, the Company’s shareholders approved the 2013 Incentive Compensation Plan (“2013 plan”) which provides for awards of incentive and non-qualified stock options, restricted stock and stock appreciation rights for its officers, employees, consultants and directors to attract and retain such individuals. As of March 31, 2014, 280,000 shares had been issued under the 2013 Plan, with 9,720,000 shares remaining available for issuance. | |||||||||||||||||
Stock based compensation expense for the years ended March 31, 2014 and 2013 amounted to $393,914 and $282,314, respectively, of which $81,567 and $51,075, respectively, is included in selling expense and $312,347 and $231,239, respectively, is included in general and administrative expense for the years ended March 31, 2014 and 2013, respectively. At March 31, 2014, total unrecognized compensation cost amounted to approximately $947,916, representing 5,662,560 unvested options. This cost is expected to be recognized over a weighted-average period of 2.18 years. There were 80,758 options exercised during the year ended March 31, 2014 and no options exercised during the year ended March 31, 2013. The Company did not recognize any related tax benefit for the years ended March 31, 2014 and 2013, as the option exercises were de minimis. | |||||||||||||||||
Stock Options — A summary of the options outstanding under the 2003 and 2013 Plans is as follows: | |||||||||||||||||
Years ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 8,120,765 | $ | 0.64 | 6,330,599 | $ | 0.74 | |||||||||||
Granted | 3,300,000 | 0.43 | 1,800,166 | 0.3 | |||||||||||||
Exercised | -80,758 | 0.32 | — | 0 | |||||||||||||
Forfeited | -166,000 | 5.79 | -10,000 | 0.34 | |||||||||||||
Outstanding and expected to vest at end of period | 11,174,007 | $ | 0.51 | 8,120,765 | $ | 0.64 | |||||||||||
Exercisable at period end | 5,511,447 | $ | 0.63 | 4,248,958 | $ | 0.94 | |||||||||||
Weighted average fair value of grants during the period | $ | 0.26 | $ | 0.16 | |||||||||||||
The following table summarizes activity pertaining to options outstanding and exercisable at March 31, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Weighted | |||||||||||||||||
Average | Weighted | ||||||||||||||||
Remaining | Average | Aggregate | |||||||||||||||
Range of | Life in | Exercise | Intrinsic | ||||||||||||||
Exercise Prices | Shares | Years | Shares | Price | Value | ||||||||||||
$0.01 — $0.25 | 621,500 | 4.57 | 621,500 | $ | 0.22 | $ | 607,685 | ||||||||||
$0.26 — $1.00 | 9,975,007 | 7.43 | 4,592,447 | 0.33 | 3,992,631 | ||||||||||||
$1.01 — $2.00 | 348,000 | 8.74 | 68,000 | 1.82 | 1,020 | ||||||||||||
$5.01 — $6.00 | 21,000 | 0.4 | 21,000 | 6 | — | ||||||||||||
$6.01 — $7.00 | 17,000 | 2.99 | 17,000 | 6.36 | — | ||||||||||||
$7.01 — $8.00 | 184,000 | 1.68 | 184,000 | 7.57 | — | ||||||||||||
$8.01 — $9.00 | 7,500 | 2.86 | 7,500 | 9 | — | ||||||||||||
11,174,007 | 7.19 | 5,511,447 | $ | 0.63 | $ | 4,601,336 | |||||||||||
Total stock options exercisable as of March 31, 2014 were 5,511,447. The weighted average exercise price of these options was $0.63. The weighted average remaining life of the options outstanding was 7.19 years and of the options exercisable was 5.77 years. | |||||||||||||||||
The following summarizes activity pertaining to the Company’s unvested options for the years ended March 31, 2014 and 2013: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Shares | Price | ||||||||||||||||
Unvested at March 31, 2012 | 3,593,999 | $ | 0.34 | ||||||||||||||
Granted | 1,800,166 | 0.3 | |||||||||||||||
Canceled or expired | -8,750 | 0.34 | |||||||||||||||
Vested | -1,513,608 | 0.33 | |||||||||||||||
Unvested at March 31, 2013 | 3,871,807 | $ | 0.32 | ||||||||||||||
Granted | 3,300,000 | 0.43 | |||||||||||||||
Canceled or expired | -10,000 | 0.32 | |||||||||||||||
Vested | -1,499,247 | 0.32 | |||||||||||||||
Unvested at March 31, 2014 | 5,662,560 | $ | 0.38 | ||||||||||||||
The fair value of each award under the Plan is estimated on the grant date using the Black-Scholes option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of an option pricing model also requires the use of a number of complex assumptions including expected volatility, risk-free interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility and the volatility of a peer group of companies over the expected life of the option. The expected term and vesting of the options represents the estimated period of time until exercise. The expected term was determined using the simplified method available under current guidance. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for the expected term of the option. The Company has not paid dividends on its common stock in the past and does not plan to pay any dividends on its common stock in the near future. Current authoritative guidance also requires the Company to estimate forfeitures at the time of grant and revise these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates forfeitures based on its expectation of future experience while considering its historical experience. | |||||||||||||||||
The fair value of options at grant date was estimated using the Black-Scholes option pricing model utilizing the following weighted average assumptions: | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.86% - 1.85% | 0.67% - 0.89 % | |||||||||||||||
Expected option life in years | 5.5 - 6.25 | 5.5 - 6.25 | |||||||||||||||
Expected stock price volatility | 65% - 76% | 65 | % | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
B. | Warrants — The Company has entered into various warrant agreements. | ||||||||||||||||
2011 Warrants issued in connection with the Series A Preferred Stock | |||||||||||||||||
The 2011 Warrants issued in connection with the Series A Preferred Stock had an exercise price of $0.38 per share, subject to adjustment, and were exercisable for a period of five years. The exercise price of the 2011 Warrants was equal to 125% of the conversion price of the Series A Preferred Stock. | |||||||||||||||||
The Company accounted for the 2011 Warrants issued in June 2011 in the consolidated financial statements as a liability at their initial fair value of $487,022 and accounted for the 2011 Warrants issued in October 2011 as a liability at their initial fair value of $780,972. Changes in the fair value of the 2011 Warrants were recognized in earnings for each subsequent reporting period. In November 2013, in accordance with certain terms of the 2011 Warrants, the down-round provisions included in the terms of the warrant ceased to be in force or effect as a result of the historical volume weighted average price and trading volume of the Company’s common stock. The Company then reclassed the fair value of the outstanding warrant liability of $6,187,968 to equity, resulting in an increase to additional paid-in capital. Further, the Company is no longer required to recognize any change in fair value of the 2011 Warrants in future reporting periods. | |||||||||||||||||
At March 31, 2013, the fair value of the 2011 Warrants was included in the balance sheet under the caption Warrant liability of $795,374. For the year ended March 31, 2014 the Company recorded a loss on the change in the value of the 2011 Warrants of $5,392,594; for the year ended March 31, 2013, the Company recorded a gain for the change in the value of the 2011 Warrants of $302,734. | |||||||||||||||||
The fair value of the warrants is a Level 3 fair value under the valuation hierarchy and was estimated using the Black-Scholes option pricing model utilizing the following assumptions: | |||||||||||||||||
At Conversion | March 31, | ||||||||||||||||
2013 | |||||||||||||||||
Stock price | $ | 0.92 | $ | 0.31 | |||||||||||||
Risk-free interest rate | 0.61 | % | 0.36 | % | |||||||||||||
Expected option life in years | 2.63 | 3.25 | |||||||||||||||
Expected stock price volatility | 55 | % | 40 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
2011 Warrants exercised – In the year ended March 31, 2014, holders of 2011 Warrants exercised 10,127,123 2011 Warrants and received shares of common stock. The Company received $3,848,332 in cash upon the exercise of these warrants. These exercised warrants had a weighted average fair market value of $0.50 at exercise date. | |||||||||||||||||
As described in Note 18, the Company called all remaining 2011 Warrants for cancellation in April 2014. | |||||||||||||||||
For the year ended March 31, 2014, 1,543,214 warrant shares expired unexercised with a weighted average fair market value of $0.00. | |||||||||||||||||
The following is a summary of the Company’s outstanding warrants for the periods presented: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Warrants | Per Warrant | ||||||||||||||||
Warrants outstanding and exercisable, March 31, 2012 | 13,448,139 | $ | 1.16 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | -1,543,214 | 6.53 | |||||||||||||||
Warrants outstanding and exercisable, March 31, 2013 | 11,904,925 | $ | 0.46 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | -10,127,123 | 0.38 | |||||||||||||||
Forfeited | — | — | |||||||||||||||
Warrants outstanding and exercisable, March 31, 2014 | 1,777,802 | $ | 0.9 | ||||||||||||||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended | ||
Mar. 31, 2014 | |||
Related Party Transactions [Abstract] | ' | ||
Related Party Transactions Disclosure [Text Block] | ' | ||
NOTE 14 — RELATED PARTY TRANSACTIONS | |||
A. | Pallini S.p.A (“Pallini”), as successor in interest to I.L.A.R. S.p.A., is a shareholder in the Company and one of the officers of Pallini is a director of the Company. In January 2011, CB-USA entered into an agreement ("New Agreement") with Pallini regarding the importation and distribution of certain Pallini brand products. The terms of the New Agreement were effective as of April 1, 2010. | ||
Under the New Agreement, the Company is permitted to import Pallini Limoncello and its flavor extensions at a set price, updated annually, and is obligated to set aside a portion of the gross margin toward a marketing fund for Pallini. The New Agreement also encompasses the hiring of a Pallini Brand Manager at the Company with Pallini reimbursing the costs of this position up to a stipulated annual amount. These reimbursements are included in selling expense. | |||
For the years ended March 31, 2014 and 2013, the Company purchased goods from Pallini for $3,467,812 and $3,685,192, respectively. As of March 31, 2014 and 2013, Pallini owed the Company $115,288 and $34,628, respectively, for its share of marketing expense, which is included in due from shareholders and affiliates on the consolidated balance sheet. As of March 31, 2014 and 2013, the Company was indebted to Pallini for $229,557 and $967,188, respectively, which is included in due to shareholders and affiliates on the consolidated balance sheet. | |||
B. | In November 2008, the Company entered into a management services agreement with Vector Group Ltd., a more than 5% shareholder, under which Vector Group agreed to make available to the Company the services of Richard J. Lampen, Vector Group’s executive vice president, effective October 11, 2008 to serve as the Company’s president and chief executive officer and to provide certain other financial and accounting services, including assistance with complying with Section 404 of the Sarbanes-Oxley Act of 2002. In consideration for such services, the Company agreed to pay Vector Group an annual fee of $100,000, plus any direct, out-of-pocket costs, fees and other expenses incurred by Vector Group or Mr. Lampen in connection with providing such services, and to indemnify Vector Group for any liabilities arising out of the provision of the services. The agreement is terminable by either party upon 30 days’ prior written notice. For the years ended March 31, 2014 and 2013, Vector Group was paid $104,746 and $113,406, respectively, under this agreement. These charges have been included in general and administrative expense. | ||
C. | In November 2008, the Company entered into an agreement to reimburse Ladenburg Thalmann Financial Services Inc. (“LTS”) for its costs in providing certain administrative, legal and financial services to the Company. For the years ended March 31, 2014 and 2013, LTS was paid $126,000 and $154,972, respectively, under this agreement. Mr. Lampen, the Company’s president and chief executive officer and a director, is the president and chief executive officer and a director of LTS and two other directors of the Company serve as directors of LTS, including Phillip Frost, M.D. who is the Chairman and principal shareholder of LTS. | ||
D. | As described in Note 9D, in March 2013, the Company entered into a Participation Agreement with certain related parties. As described in Notes 9E and 9F, in August and October 2013, the Company entered into various notes with certain related parties. | ||
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Commitments and Contingencies Disclosure [Text Block] | ' | ||||
NOTE 15 — COMMITMENTS AND CONTINGENCIES | |||||
A. | The Company has entered into a supply agreement with Irish Distillers Limited (“IDL”), which provides for the production of blended Irish whiskeys for the Company until the contract is terminated by either party in accordance with the terms of the agreement. IDL may terminate the contract if it provides at least six years prior notice to the Company, except for breach. Under this agreement, the Company provides IDL with a forecast of the estimated amount of liters of pure alcohol it requires for the next four fiscal contract years and agrees to purchase 90% of that amount, subject to certain annual adjustments. For the contract year ending June 30, 2014, the Company has contracted to purchase approximately €704,900 or $969,351 (translated at the March 31, 2014 exchange rate) in bulk Irish whiskey, of which €662,351, or $910,838, has been purchased as of March 31, 2014. The Company is not obligated to pay IDL for any product not yet received. During the term of this supply agreement, IDL has the right to limit additional purchases above the commitment amount. | ||||
B. | The Company has also entered into a supply agreement with IDL, which provides for the production of single malt Irish whiskeys for the Company until the contract is terminated by either party in accordance with the terms of the agreement. IDL may terminate the contract if it provides at least thirteen years prior notice to the Company, except for breach. Under this agreement, the Company provides IDL with a forecast of the estimated amount of liters of pure alcohol it requires for the next twelve fiscal contract years and agrees to purchase 80% of that amount, subject to certain annual adjustments. For the contract year ending June 30, 2014, the Company has contracted to purchase approximately €245,103 or $337,056 (translated at the March 31, 2014 exchange rate) in bulk Irish whiskey, of which €172,700, or $237,491, has been purchased as of March 31, 2014. The Company is not obligated to pay IDL for any product not yet received. During the term of this supply agreement, IDL has the right to limit additional purchases above the commitment amount. | ||||
C. | The Company has a distribution agreement with Gaelic Heritage Corporation, Ltd., an international supplier, to be the sole-producer of Celtic Honey, one of the Company’s products, for an indefinite period. | ||||
D. | The Company leases office space in New York, NY, Dublin, Ireland and Houston, TX. The New York, NY lease began on May 1, 2010 and expires on April 30, 2016 and provides for monthly payments of $19,975. The Dublin lease commenced on March 1, 2009 and extends through October 31, 2016 and provides for monthly payments of €1,100 or $1,513 (translated at the March 31, 2014 exchange rate). The Houston, TX lease commenced on February 24, 2000 and extends through January 31, 2015 and provides for monthly payments of $1,875. The Company has also entered into non-cancelable operating leases for certain office equipment. | ||||
Future minimum lease payments for leases with initial or remaining terms in excess of one year are as follows: | |||||
Years ending March 31, | Amount | ||||
2015 | $ | 276,606 | |||
2016 | 262,646 | ||||
2017 | 30,963 | ||||
Total | $ | 570,215 | |||
In addition to the above annual rental payments, the Company is obligated to pay its pro-rata share of utility and maintenance expenses on the leased premises. Rent expense under operating leases amounted to approximately $356,280 and $325,082 for the years ended March 31, 2014 and 2013, respectively, and is included in general and administrative expense. | |||||
D. | Under the amended terms of the agreement under which the Company purchased McLain & Kyne, the Company was obligated to pay an earn-out to the sellers based on the financial performance of the acquired business. As of June 30, 2013, the Company had reached the specified case sale threshold for contingent consideration under the agreement. Accordingly, no further contingent consideration will be due. For the years ended March 31, 2014 and 2013, the sellers earned $5,940 and $145,800, respectively, under this agreement. | ||||
E. | As described in Note 9C, in August 2011, the Company and CB-USA entered into the Keltic Facility, as amended in July 2012, March 2013, August 2013 and November 2013. | ||||
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended | ||
Mar. 31, 2014 | |||
Risks and Uncertainties [Abstract] | ' | ||
Concentration Risk Disclosure [Text Block] | ' | ||
NOTE 16 — CONCENTRATIONS | |||
A. | Credit Risk — The Company maintains its cash and cash equivalents balances at various large financial institutions that, at times, may exceed federally and internationally insured limits. The Company exceeded the limits in effect at March 31, 2014 by approximately $725,000 and exceeded the limits in effect by approximately $300,000 at March 31, 2013. | ||
B. | Customers — Sales to one customer, the Southern Wine and Spirits of America, Inc. family of companies, accounted for approximately 31.9% and 30.2% of the Company’s revenues for the years ended March 31, 2014 and 2013, respectively, and approximately 35.1 % and 29.1% of accounts receivable at March 31, 2014 and 2013, respectively. | ||
GEOGRAPHIC_INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Segment Reporting Disclosure [Text Block] | ' | |||||||||||
NOTE 17 — GEOGRAPHIC INFORMATION | ||||||||||||
The Company operates in one reportable segment — the sale of premium beverage alcohol. The Company’s product categories are rum, liqueur, whiskey, vodka, tequila and wine. The Company reports its operations in two geographic areas: International and United States. | ||||||||||||
The consolidated financial statements include revenues and assets generated in or held in the U.S. and foreign countries. The following table sets forth the amounts and percentage of consolidated revenue, consolidated results from operations, consolidated net loss attributable to common shareholders, consolidated income tax benefit and consolidated assets from the U.S. and foreign countries and consolidated revenue by category. | ||||||||||||
Years ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Consolidated Revenue: | ||||||||||||
International | $ | 7,305,516 | 15.2 | % | $ | 5,444,798 | 13.1 | % | ||||
United States | 40,834,967 | 84.8 | % | 35,998,196 | 86.9 | % | ||||||
Total Consolidated Revenue | $ | 48,140,483 | 100 | % | $ | 41,442,994 | 100 | % | ||||
Consolidated Results from Operations: | ||||||||||||
International | $ | -266 | 0 | % | $ | -26,329 | 0.6 | % | ||||
United States | -1,319,567 | 100 | % | -4,375,731 | 99.4 | % | ||||||
Total Consolidated Results from Operations | $ | -1,319,833 | 100 | % | $ | -4,402,060 | 100 | % | ||||
Consolidated Net Loss Attributable to Controlling Interests: | ||||||||||||
International | $ | -153,419 | 1.7 | % | $ | -145,784 | 2.7 | % | ||||
United States | -8,753,328 | 98.3 | % | -5,302,973 | 97.3 | % | ||||||
Total Consolidated Net Loss Attributable to Controlling Interests | $ | -8,906,747 | 100 | % | $ | -5,448,757 | 100 | % | ||||
Income tax benefit, net: | ||||||||||||
United States | 590,414 | 100 | % | 118,349 | 100 | % | ||||||
Consolidated Revenue by category: | ||||||||||||
Rum | $ | 16,643,640 | 34.6 | % | $ | 15,324,904 | 36.9 | % | ||||
Whiskey | 13,521,875 | 28.1 | % | 9,421,168 | 22.8 | % | ||||||
Liqueurs | 8,992,277 | 18.7 | % | 8,803,111 | 21.2 | % | ||||||
Vodka | 2,852,956 | 5.9 | % | 3,565,070 | 8.6 | % | ||||||
Tequila | 218,552 | 0.5 | % | 242,537 | 0.6 | % | ||||||
Wine | 284,806 | 0.6 | % | 689,637 | 1.7 | % | ||||||
Gosling’s Stormy Ginger Beer and other* | 5,626,377 | 11.6 | % | 3,396,567 | 8.2 | % | ||||||
Total Consolidated Revenue | $ | 48,140,483 | 100 | % | $ | 41,442,994 | 100 | % | ||||
As of March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Consolidated Assets: | ||||||||||||
International | $ | 2,201,343 | 6 | % | $ | 1,941,537 | 5.9 | % | ||||
United States | 34,320,167 | 94 | % | 31,175,558 | 94.1 | % | ||||||
Total Consolidated Assets | $ | 36,521,510 | 100 | % | $ | 33,117,095 | 100 | % | ||||
* Includes related non-beverage alcohol products. | ||||||||||||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 18 — SUBSEQUENT EVENTS | |
Equity distribution agreement - Between April 1, 2014 and June 25, 2014, the Company sold an additional 1,172,799 Shares pursuant to the Distribution Agreement, with total gross proceeds of $1,169,735, before deducting sales agent and offering expenses of $37,295. | |
2011 Warrants – On April 2, 2014, the Company called for cancellation all 1,657,802 unexercised 2011 Warrants pursuant to the terms of such 2011 Warrants after satisfying applicable conditions. Holders of the Warrants had until 6:30 p.m. New York City time on April 21, 2014 to exercise such Warrants at $0.38 per share in cash. Pursuant to the call for cancellation, holders of all 1,657,802 unexercised 2011 Warrants exercised and received 1,657,802 shares of common stock. The Company received $629,965 in cash upon the exercise of these warrants. | |
ORGANIZATION_AND_SUMMARY_OF_SI1
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended | ||
Mar. 31, 2014 | |||
Accounting Policies [Abstract] | ' | ||
Business Description and Basis of Presentation [Text Block] | ' | ||
A. | Description of business — The consolidated financial statements include the accounts of Castle Brands Inc.(the “Company”), its wholly-owned domestic subsidiaries, Castle Brands (USA) Corp. (“CB-USA”) and McLain & Kyne, Ltd. (“McLain & Kyne”), the Company’s wholly-owned foreign subsidiaries, Castle Brands Spirits Group Limited (“CB-IRL”) and Castle Brands Spirits Marketing and Sales Company Limited, and the Company’s 60 % ownership interest in Gosling-Castle Partners, Inc. (“GCP”), with adjustments for income or loss allocated based upon percentage of ownership. The accounts of the subsidiaries have been included as of the date of acquisition. All significant intercompany transactions and balances have been eliminated. | ||
Nature of Operations [Text Block] | ' | ||
B. | Organization and operations — The Company is principally engaged in the importation, marketing and sale of premium and super premium brands of rums, whiskey, liqueurs, vodka and tequila in the United States, Canada, Europe and Asia. | ||
Brands [Policy Text Block] | ' | ||
C. | Brands — Rum — Gosling’s rums, a family of premium rums with a 200-year history, including the award-winning Gosling’s Black Seal rum, for which the Company is, through its export venture GCP, the exclusive marketer outside of Bermuda, and Gosling’s Stormy Ginger Beer, an essential non-alcoholic ingredient in Gosling’s trademarked Dark ‘n Stormy® rum cocktail. | ||
Whiskey — three premium small batch bourbons: Jefferson’s, Jefferson’s Reserve and Jefferson’s Presidential Select, Jefferson’s Rye, an aged rye whiskey; the Clontarf Irish whiskeys, a family of premium Irish whiskeys, available in single malt and classic pure grain versions; Knappogue Castle Whiskey, a vintage-dated premium single-malt Irish whiskey; and Knappogue Castle 1951, a pure pot-still whiskey that has been aged for 36 years. | |||
Liqueurs — Brady’s Irish Cream, a premium Irish cream liqueur; Castello Mio, a super premium Sambuca, Celtic Honey, a premium Irish liqueur; pursuant to an exclusive U.S. marketing arrangement, Pallini Limoncello, Raspicello and Peachcello premium Italian liqueurs; and pursuant to a U.S. distribution agreement, Gozio amaretto, a premium Italian liqueur. | |||
Vodka — Boru vodka, an ultra-pure, five-times distilled and specially filtered premium vodka. Boru is produced in Ireland. | |||
Tequila — a USDA certified organic, super-premium tequila, Tequila Tierras Autenticas de Jalisco or Tierras. The Company is the exclusive U.S. importer and marketer of Tierras, which is available as blanco, reposado and añejo. | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | ||
D. | Cash and cash equivalents — The Company considers all highly liquid instruments with a maturity at date of acquisition of three months or less to be cash equivalents. | ||
Equity Method Investments, Policy [Policy Text Block] | ' | ||
E. | Equity investments - Equity investments are carried at original cost adjusted for the Company’s proportionate share of the investees’ income, losses and distributions. The Company assesses the carrying value of its equity investments when an indicator of a loss in value is present and records a loss in value of the investment when the assessment indicates that an other-than-temporary decline in the investment exists. The Company classifies its equity earnings of non-consolidated affiliate equity investment as a component of net income or loss. | ||
Trade and Other Accounts Receivable, Policy [Policy Text Block] | ' | ||
F. | Trade accounts receivable — The Company records trade accounts receivable at net realizable value. This value includes an appropriate allowance for estimated uncollectible accounts to reflect anticipated losses on the trade accounts receivable balances. The Company calculates this allowance based on its history of write-offs, level of past due accounts based on contractual terms of the receivables and its relationships with and economic status of its customers. | ||
Revenue Recognition, Policy [Policy Text Block] | ' | ||
G. | Revenue recognition — Revenue from product sales is recognized when the product is shipped to a customer (generally a distributor), title and risk of loss has passed to the customer in accordance with the terms of sale (FOB shipping point or FOB destination), and collection is reasonably assured. Revenue is not recognized on shipments to control states in the United States until such time as product is sold through to the retail channel. | ||
Inventory, Policy [Policy Text Block] | ' | ||
H. | Inventories — Inventories are comprised of distilled spirits, bulk wine, dry good raw materials (bottles, labels, corks and caps), packaging and finished goods, and are valued at the lower of cost or market, using the weighted average cost method. The Company assesses the valuation of its inventories and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s forecasted usage to their estimated net realizable value. The Company estimates the net realizable value of such inventories based on analyses and assumptions including, but not limited to, historical usage, expected future demand and market requirements. A change to the carrying value of inventories is recorded in cost of goods sold. See Note 3. | ||
During the years ended March 31, 2014 and 2013, the Company recorded allowances for obsolete and slow moving inventory of $200,000 and $684,830, respectively. The Company recorded these allowances on both raw materials and finished goods, primarily in connection with the disposition of wine brands, label and packaging changes made to certain brands, as well as wine spoilage and certain cost variances. The charges have been recorded as increases to Cost of Sales in the respective years. | |||
Property, Plant and Equipment, Policy [Policy Text Block] | ' | ||
I. | Equipment — Equipment consists of office equipment, computers and software and furniture and fixtures. When assets are retired or otherwise disposed of, the cost and related depreciation is removed from the accounts, and any resulting gain or loss is recognized in the statement of operations. Equipment is depreciated using the straight-line method over the estimated useful lives of the assets ranging from three to five years. | ||
Goodwill and Intangible Assets, Policy [Policy Text Block] | ' | ||
J. | Goodwill and other intangible assets — Goodwill represents the excess of purchase price including related costs over the value assigned to the net tangible and identifiable intangible assets of businesses acquired. Goodwill and other identifiable intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or more frequently if circumstances indicate a possible impairment may exist. Intangible assets with estimable useful lives are amortized over their respective estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. | ||
Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350, “Intangibles - Goodwill and Other”, impairment of goodwill must be tested at least annually by comparing the fair values of the applicable reporting units with the carrying amount of their net assets, including goodwill. The required two-step approach uses accounting judgments and estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce significantly different results. The estimates that most significantly affect the fair value calculation are related to revenue growth, cost of sales, selling and marketing expenses and discount rates. Impairment testing is done at the reporting level. If the carrying amount of the reporting unit’s net assets exceeds the unit’s fair value, an impairment loss is recognized in an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination with the fair value of the reporting unit deemed to be the purchase price paid. Rights, trademarks, trade names and formulations are indefinite lived intangible assets not subject to amortization and are tested for impairment at least annually. The impairment test consists of a comparison of the fair value of the asset group allocated to each reporting unit with its allocated carrying amount. | |||
The fair value of each reporting unit was determined at March 31, 2014 and 2013 by weighting a combination of the present value of the Company’s discounted anticipated future operating cash flows and values based on market multiples of revenue and earnings before interest, taxes, depreciation and amortization (“EBITDA”) of comparable companies. Other than the write-downs of intangible and goodwill related to the wine brands discussed in Note 7, the Company did not record any impairment on goodwill or other intangible assets for the years ended March 31, 2014 and 2013. | |||
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | ' | ||
K. | Impairment and disposal of long-lived assets — Under ASC 310, “Accounting for the Impairment or Disposal of Long-lived Assets”, the Company periodically reviews whether changes have occurred that would require revisions to the carrying amounts of its definite lived, long-lived assets. When the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss is recognized based on the fair value of the asset. The Company did not record an impairment on long-lived assets for the years ended March 31, 2014 and 2013. | ||
In March 2013, the Company determined to reduce its sales and marketing efforts on its wine brands, which do not provide a material contribution to the Company’s results of operations. The Company made this decision to optimize its resources and focus on its faster growing and more profitable spirits brands, and to reduce the levels of working capital required to maintain necessary inventory levels of bulk wine and finished goods. The Company intends to continue selling existing finished goods wine inventory through its current sales channels, but is actively seeking buyers for large lots and for its bulk wine. In connection with this decision, the Company recognized a loss of $1,715,728, consisting of $817,156 on the write-down of net intangible assets and $898,572 in goodwill, as well as $326,869 charged to the provision for obsolete inventory to adjust both bulk wine and finished goods to estimated net realizable value, for the year ended March 31, 2013. | |||
Shipping and Handling Cost, Policy [Policy Text Block] | ' | ||
L. | Shipping and handling — The Company reflects as inventory costs freight-in and related external handling charges relating to the purchase of raw materials and finished goods. These costs are charged to cost of sales at the time the underlying product is sold. The Company also incurs shipping costs in connection with its various marketing activities, including the shipment of point of sale materials to the Company’s regional sales managers and customers, and the costs of shipping product in connection with its various marketing programs and promotions. These shipping charges are included in selling expense and were $1,879,881 and $1,171,290 for the years ended March 31, 2014 and 2013, respectively. | ||
Excise Taxes and Duty [Policy Text Block] | ' | ||
M. | Excise taxes and duty — Excise taxes and duty are computed at standard rates based on alcohol proof per gallon/liter and are paid after finished goods are imported into the United States and then transferred out of “bond.” Excise taxes and duty are recorded to inventory as a component of the cost of the underlying finished goods. When the underlying products are sold “ex warehouse”, the sales price reflects the taxes paid and the inventoried excise taxes and duties are charged to cost of sales. | ||
Distributor Charges And Promotional Goods [Policy Text Block] | ' | ||
N. | Distributor charges and promotional goods — The Company incurs charges from its distributors for a variety of transactions and services rendered by the distributor, including product depletions, product samples for various promotional purposes, in-store tastings and training where legal, and local advertising where legal. Such charges are reflected as selling expense as incurred. Also, the Company has entered into arrangements with certain of its distributors whereby the purchase of a particular product or products by a distributor is accompanied by a percentage of the sale being composed of promotional goods or as a predetermined discount percentage of dollars off invoice. In such cases, the cost of the promotional goods is charged to cost of sales and dollars off invoice are a reduction to revenue. | ||
Foreign Currency Transactions and Translations Policy [Policy Text Block] | ' | ||
O. | Foreign currency — The functional currency for the Company’s foreign operations is the Euro in Ireland and the British Pound in the United Kingdom. Under ASC 830, “Foreign Currency Matters”, the translation from the applicable foreign currencies to U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted average exchange rate during the period. The resulting translation adjustments are recorded as a component of other comprehensive income. Gains or losses resulting from foreign currency transactions are shown as a separate line item in the consolidated statements of operations. | ||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | ||
P. | Fair value of financial instruments — ASC 825, “Financial Instruments”, defines the fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties and requires disclosure of the fair value of certain financial instruments. The Company believes that there is no material difference between the fair-value and the reported amounts of financial instruments in the Company’s balance sheets due to the short term maturity of these instruments, or with respect to the Company’s debt, as compared to the current borrowing rates available to the Company. | ||
The Company’s investments are reported at fair value in accordance with authoritative guidance, which accomplishes the following key objectives: | |||
- | Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date; | ||
- | Establishes a three-level hierarchy (“valuation hierarchy”) for fair value measurements; | ||
- | Requires consideration of the Company’s creditworthiness when valuing liabilities; and | ||
- | Expands disclosures about instruments measured at fair value. | ||
The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows: | |||
- | Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. | ||
- | Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are directly or indirectly observable for the asset or liability for substantially the full term of the financial instrument. | ||
- | Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. | ||
Income Tax, Policy [Policy Text Block] | ' | ||
Q. | Income taxes — Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided to the extent a deferred tax asset is not considered recoverable. | ||
The Company has adopted the provisions of ASC 740 and has recognized no adjustment for uncertain tax provisions. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense; however, no such provisions for accrued interest and penalties related to uncertain tax positions have been recorded as of March 31, 2014. | |||
Research and Development Expense, Policy [Policy Text Block] | ' | ||
R. | Research and development costs — The costs of research, development and product improvement are charged to expense as incurred and are included in selling expense. | ||
Advertising Costs, Policy [Policy Text Block] | ' | ||
S. | Advertising — Advertising costs are expensed when the advertising first appears in its respective medium. Advertising expense, which is included in selling expense, was $2,052,819 and $2,212,774 for the years ended March 31, 2014 and 2013, respectively. | ||
Use of Estimates, Policy [Policy Text Block] | ' | ||
T. | Use of estimates — The preparation of financial statements in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates include the accounting for items such as evaluating annual impairment tests, derivative instruments and equity issuances, warrant valuation, stock-based compensation, allowances for doubtful accounts and inventory obsolescence, depreciation, amortization and expense accruals. | ||
Uncertainties [Policy Text Block] | ' | ||
U. | Uncertainties — The Company depends on a limited number of third-party suppliers for the sourcing of all of its products, including both its own proprietary brands and those it distributes for others. The Company does not have long-term written agreements with all of its suppliers. Also, if the Company fails to complete purchases of products ordered annually, certain suppliers have the right to bill it for product not purchased during the period. Suppliers’ failure to perform satisfactorily or handle increased orders, delays in shipments of products from international suppliers or the loss of existing suppliers, especially key suppliers, could have material adverse effects on the Company’s operating results. The inability to maintain, renew on acceptable terms or find suitable alternatives to the Company’s contracts with suppliers could have a material adverse effect on its operating results. | ||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||
V. | Recent accounting pronouncements — On April 10, 2014, the FASB issued final guidance to change the criteria for reporting discontinued operations while enhancing disclosures in this area (Accounting Standards Update (“ASU”) No. 2014-08). Under the new guidance, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, should be presented as discontinued operations. The guidance will be applied prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for annual financial statements with fiscal years beginning on or after December 15, 2014 with early adoption permitted for disposals or classifications as held for sale which have not been reported in financial statements previously issued or available for issuance. The Company will adopt the guidance effective April 1, 2015 and the adoption of this guidance is not expected to have a material impact on the Company’s results of operations, cash flows or financial condition. | ||
On March 13, 2014, the Emerging Issues Task Force (the “Task Force”) reached a final consensus to amend the accounting guidance for stock compensation tied to performance targets (Issue No. 13-D). The objective of this guidance is to clarify the accounting treatment of certain types of performance conditions in stock-based compensation awards, more specifically, when performance targets can be achieved after the requisite service period. The Task Force concluded that performance criteria subsequent to a service period vesting requirement should be treated as vesting conditions, and as a result, this type of performance condition may delay expense recognition until achievement of the performance target is probable. Issue No. 13-D will be effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015, and early adoption is permitted. The adoption of this guidance is not expected have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
Accounting Standards Adopted Policy [Policy Text Block] | ' | ||
W. | Accounting standards adopted — In July 2012, the FASB issued ASU 2012-02, “Intangibles—Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment.” The amended guidance simplifies how entities test indefinite-lived intangible assets other than goodwill for impairment. After an assessment of certain qualitative factors, if it is determined to be more likely than not that an indefinite-lived asset is impaired, entities must perform the quantitative impairment test. Otherwise, the quantitative test is optional. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | ||
In October 2012, the FASB issued ASU 2012-04, “Technical Corrections and Improvements.” The amendments in this update cover a wide range of topics in the ASC. These amendments include technical corrections and improvements to the ASC and conforming amendments related to fair value measurements. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In January 2013, the FASB issued ASU 2013-01, “Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities”. This update is intended to improve the comparability of statements of financial position prepared in accordance with U.S. GAAP and International Financial Reporting Standards, requiring both gross and net presentation of offsetting assets and liabilities. The new requirements are effective for fiscal years beginning on or after January 1, 2013, and for interim periods within those fiscal years. As this guidance only affects disclosures, the adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In February 2013, the FASB issued amendments to the accounting guidance for presentation of comprehensive income to improve the reporting of reclassifications out of accumulated other comprehensive income. The amendments do not change the current requirements for reporting net income or other comprehensive income, but do require an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, an entity is required to present, either on the face of the statement where the net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about these amounts. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
In July 2013, the FASB issued ASU 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)” (“ASU 2013-11”), which requires an entity to present an unrecognized tax benefit as a reduction of a deferred tax asset for a net operating loss (NOL) carryforward, or similar tax loss or tax credit carryforward, rather than as a liability when (1) the uncertain tax position would reduce the NOL or other carryforward under the tax law of the applicable jurisdiction and (2) the entity intends to use the deferred tax asset for that purpose. ASU 2013-11 does not require new recurring disclosures. This new guidance was effective for the Company as of April 1, 2013. The adoption of this standard did not have a material impact on the Company’s results of operations, cash flows or financial condition. | |||
Reclassification, Policy [Policy Text Block] | ' | ||
X. | Reclassification — Certain prior year balances have been reclassified to conform to the current year presentation. | ||
BASIC_AND_DILUTED_NET_LOSS_PER1
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Accounting Policies [Abstract] | ' | |||||||
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | ' | |||||||
Potential common shares not included in calculating diluted net loss per share are as follows: | ||||||||
Years ended March 31, | ||||||||
2014 | 2013 | |||||||
Stock options | 11,174,007 | 8,120,765 | ||||||
Warrants to purchase common stock | 1,777,802 | 11,874,087 | ||||||
Convertible preferred stock and accrued dividends | — | 25,879,807 | ||||||
5% Convertible notes | 2,361,111 | — | ||||||
Total | 15,312,920 | 45,874,659 | ||||||
INVENTORIES_Tables
INVENTORIES (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Schedule of Inventory, Current [Table Text Block] | ' | |||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Raw materials – net | $ | 4,502,234 | $ | 5,191,147 | ||||
Finished goods – net | 10,147,795 | 8,540,815 | ||||||
Total | $ | 14,650,029 | $ | 13,731,962 | ||||
EQUIPMENT_NET_Tables
EQUIPMENT, NET (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property, Plant and Equipment [Table Text Block] | ' | |||||||
Equipment consists of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Equipment and software | $ | 2,317,310 | $ | 2,026,028 | ||||
Furniture and fixtures | 10,325 | 10,325 | ||||||
2,327,635 | 2,036,353 | |||||||
Less: accumulated depreciation | 1,759,240 | 1,519,712 | ||||||
Balance | $ | 568,395 | $ | 516,641 | ||||
GOODWILL_AND_INTANGIBLE_ASSETS1
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Goodwill [Table Text Block] | ' | |||||||
The changes in the carrying amount of goodwill for the years ended March 31, 2014 and 2013 were as follows: | ||||||||
Amount | ||||||||
Balance as of March 31, 2012 | $ | 1,243,058 | ||||||
Write-down of goodwill related to wine brands | -898,572 | |||||||
Payments under McLain and Kyne agreement | 145,800 | |||||||
Balance as of March 31, 2013 | $ | 490,286 | ||||||
Payments under McLain and Kyne agreement | 5,940 | |||||||
Balance as of March 31, 2014 | $ | 496,226 | ||||||
Schedule of Finite-Lived Intangible Assets [Table Text Block] | ' | |||||||
Intangible assets consist of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Definite life brands | $ | 170,000 | $ | 170,000 | ||||
Trademarks | 535,947 | 535,947 | ||||||
Rights | 8,271,555 | 8,271,555 | ||||||
Product development | 96,959 | 96,959 | ||||||
Patents | 994,000 | 994,000 | ||||||
Other | 55,460 | 28,480 | ||||||
10,123,921 | 10,096,941 | |||||||
Less: accumulated amortization | 6,058,005 | 5,404,000 | ||||||
Net | 4,065,916 | 4,692,941 | ||||||
Other identifiable intangible assets — indefinite lived* | 4,112,972 | 4,112,972 | ||||||
$ | 8,178,888 | $ | 8,805,913 | |||||
* Other identifiable intangible assets — indefinite lived consists of product formulations. | ||||||||
Accumulated Amortization [Table Text Block] | ' | |||||||
Accumulated amortization consists of the following: | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Definite life brands | $ | 170,000 | $ | 170,000 | ||||
Trademarks | 262,098 | 230,379 | ||||||
Rights | 4,961,170 | 4,409,220 | ||||||
Product development | 20,350 | 16,280 | ||||||
Patents | 644,387 | 578,121 | ||||||
Other | - | - | ||||||
Accumulated amortization | $ | 6,058,005 | $ | 5,404,000 | ||||
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | ' | |||||||
Estimated aggregate amortization expense for each of the next five fiscal years is as follows: | ||||||||
Years ending March 31, | Amount | |||||||
2015 | $ | 634,757 | ||||||
2016 | 632,365 | |||||||
2017 | 631,562 | |||||||
2018 | 631,405 | |||||||
2019 | 613,072 | |||||||
Total | $ | 3,143,161 | ||||||
NOTES_PAYABLE_AND_CAPITAL_LEAS1
NOTES PAYABLE AND CAPITAL LEASE (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Long-Term Debt, Unclassified [Abstract] | ' | |||||||
Schedule Of Notes Payable and Credit Facility [Table Text Block] | ' | |||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Notes payable consist of the following: | ||||||||
Foreign revolving credit facilities (A) | $ | 20,205 | $ | 89,407 | ||||
Note payable – GCP note(B) | 211,580 | 211,580 | ||||||
Keltic facility (C) | 1,953,037 | 6,501,321 | ||||||
Bourbon term loan (D) | 2,015,000 | 2,496,000 | ||||||
Junior loan (E) | 1,250,000 | — | ||||||
5% Convertible notes(F) | 2,125,000 | — | ||||||
Total | $ | 7,574,822 | $ | 9,298,308 | ||||
A. | The Company has arranged various facilities aggregating €302,714 or $416,280 (translated at the March 31, 2014 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance, customs and excise guaranty, and a revolving credit facility. These facilities are payable on demand, continue until terminated by either party, are subject to annual review, and call for interest at the lender’s AA1 Rate minus 1.70 %. The balance on the credit facilities included in notes payable totaled €14,693, or $20,205 (translated at the March 31, 2014 exchange rate), and €69,761, or $89,407, (translated at the March 31, 2013 exchange rate), at March 31, 2014 and 2013, respectively. | |||||||
B. | In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount of $211,580 to Gosling's Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2014 and 2013, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2014 and 2013, $211,580 of principal due on the GCP Note is included in long-term liabilities. | |||||||
C. | In August 2011, the Company and CB-USA entered into the Keltic Facility (“Keltic Facility”), a revolving loan agreement with Keltic Financial Partners II, LP ("Keltic"), providing for availability (subject to certain terms and conditions) of a facility of up to $5,000,000 for the purpose of providing the Company and CB-USA with working capital. In July 2012, the Keltic Facility was amended to increase availability to $7,000,000, among other changes. In March 2013, the Keltic Facility was amended to increase availability to $8,000,000, among other changes. In August 2013, the Keltic Facility was amended to modify the borrowing base calculation and covenants with respect to the Keltic Facility and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Junior Loan (as defined below), subject to certain conditions set forth in the amendment, to modify certain aspects of the EBITDA covenant contained in the loan agreement, permit the Company to incur indebtedness in an aggregate original principal amount of $2,125,000 pursuant to the terms of the Note Purchase Agreement and Convertible Notes (as each term is defined below in Note 9F), and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Convertible Notes, subject to certain conditions set forth in the amendment. In November 2013, the Keltic Facility was further amended, to, among other things, provide for the issuances of letters of credit thereunder. | |||||||
The Company and CB-USA are referred to individually and collectively as the Borrower. The Keltic Facility expires on December 31, 2016. The Borrower may borrow up to the maximum amount of the Keltic Facility, provided that the Borrower has a sufficient borrowing base (as defined under the loan agreement). The Keltic Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.25%, (b) the LIBOR Rate plus 5.75% and (c) 6.50%. For the year ended March 31, 2014, the Company paid interest at 6.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Keltic Facility. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Keltic Facility interest rate. There have been no Events of Default under the Keltic Facility. The Company paid a $40,000 commitment fee in connection with the first amendment, a $70,000 closing and commitment fee in connection with the second amendment and a $25,000 closing and commitment fee in connection with the third amendment. Keltic also receives an annual facility fee in an amount equal to 1% per annum of the maximum revolving facility amount and a collateral management fee of $1,000 per month (increased to $2,000 after the occurrence of and during the continuance of an Event of Default). The loan agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The loan agreement includes negative covenants that, among other things, restrict the Borrower’s ability to create additional indebtedness, dispose of properties, incur liens and make distributions or cash dividends. At March 31, 2014, the Company was in compliance, in all material respects, with the covenants under the Keltic Facility. At March 31, 2014 and 2013, $1,953,037 and $6,501,321, respectively, due on the Keltic Facility is included in long-term liabilities. | ||||||||
D. | In March 2013, the Company and CB-USA entered into an inventory term loan of $2,496,000 (the "Bourbon Term Loan") that was used to purchase bourbon inventory on March 11, 2013. Unless sooner terminated in accordance with its terms, the Bourbon Term Loan matures on December 31, 2016. The Bourbon Term Loan interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. For the year ended March 31, 2014, the Company paid interest of 7.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Bourbon Term Loan. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Bourbon Term Loan interest rate. The Borrower is required to pay down the principal balance of the Bourbon Term Loan within 15 banking days from the completion of a bottling run of bourbon from the bourbon inventory stock purchased on or about the date of the Bourbon Term Loan in an amount equal to the purchase price of such bourbon. The unpaid principal balance of the Bourbon Term Loan, all accrued and unpaid interest thereon, all fees, costs and expenses payable in connection with the Bourbon Term Loan are due and payable in full on December 31, 2016. | |||||||
Keltic required as a condition to funding the Bourbon Term Loan that Keltic had entered into a participation agreement (the "Participation Agreement") providing for an initial aggregate of $750,000 of the Bourbon Term Loan to be purchased by junior participants. Certain related parties of the Company purchased a portion of these junior participations in the Bourbon Term Loan, including Frost Gamma Investments Trust ($500,000), an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III ($50,000), a director of the Company and the Company’s Chairman, and an affiliate of Richard J. Lampen ($50,000), a director of the Company and the Company’s President and Chief Executive Officer (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants receive interest at the rate of 11% per annum. Neither the Company nor CB-USA is a party to the Participation Agreement. However, the Borrower is party to a fee letter (the "Fee Letter") with the junior participants (including the related party junior participants) pursuant to which the Borrower is obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. In August 2013, the Bourbon Term Loan was amended to provide the Company with the ability to increase the maximum aggregate principal amount of the Bourbon Term Loan from $2,500,000 to up to $4,000,000 to finance the purchase of aged whiskies following the identification of junior participants to purchase a portion of the increased Bourbon Term Loan amount. The balance on the Bourbon Term Loan included in notes payable totaled $2,015,000 and $2,496,000 at March 31, 2014 and 2013, respectively. | ||||||||
E. | In August 2013, the Company entered into a Loan Agreement (the "Junior Loan Agreement"), by and between the Company and the lending parties thereto (the "Junior Lenders"), which provides for an aggregate $1,250,000 unsecured loan (the "Junior Loan") to the Company. The Junior Loan bears interest at a rate of 11 % per annum, payable quarterly in arrears commencing November 1, 2013, and matures on October 15, 2015. The Junior Loan may be prepaid in whole or in part at any time without penalty or premium but with payment of accrued interest to the date of prepayment. The Junior Loan Agreement contains customary events of default, which, if uncured, entitle each Junior Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the portion of the Junior Loan made by such Junior Lender. The Junior Loan Agreement provides for a funding fee of 2% per annum on the then outstanding Junior Loan balance (pro-rated for any period of less than one year), payable pro rata among the Junior Lenders on the date of the Junior Loan Agreement and on the first and second anniversaries thereof. The Junior Lenders include Frost Gamma Investments Trust ($200,000), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000). In connection with the Junior Loan Agreement, the Junior Lenders entered into a subordination agreement with Keltic; the Company is not a party to the subordination agreement. At March 31, 2014, $1,250,000 of principal due on the Junior Loan is included in long-term liabilities. | |||||||
F. | In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the "Note Purchase Agreement"), by and among the Company and the purchasers party thereto, which provided for the issuance of an aggregate initial principal amount of $2,125,000 unsecured subordinated notes (the "Convertible Notes") by the Company. The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly beginning on December 15, 2013 until their maturity date of December 15, 2018. The Convertible Notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of the Company’s common stock at a conversion price of $0.90 per share (the "Conversion Price"). The Convertible Notes may be prepaid in whole or in part at any time without penalty or premium, but with payment of accrued interest to the date of prepayment. The Convertible Notes contain customary events of default, which, if uncured, entitle each note holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Convertible Notes. | |||||||
The purchasers of the Convertible Notes include certain related parties of the Company, including an affiliate of Dr. Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate of Richard J. Lampen ($50,000), an affiliate of Glenn Halpryn ($200,000), a director of the Company, Dennis Scholl ($100,000), a director of the Company, and Vector Group Ltd. ($200,000), a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer and Henry Beinstein, a director of the Company, is a director. | ||||||||
The Company may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest thereon if (i) the average daily volume of the Company’s common stock (as reported on the principal market or exchange on which the common stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted average price of the common stock for at least twenty (20) trading days during any thirty (30) consecutive trading day period exceeds 250% of the then-current conversion price. Any forced conversion will be applied ratably to the holders of all Convertible Notes issued pursuant to the Note Purchase Agreement based on each holder’s then-current note holdings. | ||||||||
In connection with the Note Purchase Agreement, each purchaser of the Convertible Notes was required to execute a joinder to the subordination agreement, by and among Keltic and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. At March 31, 2014, $2,125,000 of principal due on the Convertible Notes is included in long-term liabilities. | ||||||||
Schedule of Maturities of Long-term Debt [Table Text Block] | ' | |||||||
Payments due on notes payable are as follows: | ||||||||
Years ending March 31, | Amount | |||||||
2015 | $ | 20,205 | ||||||
2016 | 1,250,000 | |||||||
2017 | 3,968,037 | |||||||
2018 | — | |||||||
2019 | 2,125,000 | |||||||
Thereafter | 211,580 | |||||||
Total | $ | 7,574,822 | ||||||
PROVISION_FOR_INCOME_TAXES_Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended | |||||||
Mar. 31, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | |||||||
The following table reconciles the income tax benefit and the federal statutory rate of 34%. | ||||||||
Years ended March 31, | ||||||||
2014 | 2013 | |||||||
% | % | |||||||
Computed expected tax benefit, at 34% | 34 | 34 | ||||||
Increase in valuation allowance | -28.51 | -31.51 | ||||||
Net change in fair value of warrant liability | -20.59 | 1.89 | ||||||
Loss on wine assets | — | -10.71 | ||||||
Effect of foreign rate differential | -1.3 | -2.96 | ||||||
Taxes included in minority interest | -3.57 | -3.81 | ||||||
Other | 7.34 | 4.93 | ||||||
State and local taxes, net of federal benefit | 6 | 6 | ||||||
Income tax benefit | -6.63 | -2.17 | ||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | |||||||
The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities are presented below. | ||||||||
March 31, | ||||||||
2014 | 2013 | |||||||
Deferred income tax assets: | ||||||||
Foreign currency transactions | $ | 72,000 | $ | 103,000 | ||||
Accounts receivable | 5,000 | 5,000 | ||||||
Inventory | 304,000 | 280,000 | ||||||
Stock based compensation | 2,125,000 | 1,967,000 | ||||||
Amortization of intangibles | 206,000 | 206,000 | ||||||
Net operating loss carryforwards — U.S. | 34,706,000 | 31,623,000 | ||||||
Net operating loss carryforwards — foreign | 1,974,000 | 1,957,000 | ||||||
Other | 2,000 | 2,000 | ||||||
Total gross assets | 39,394,000 | 36,143,000 | ||||||
Less: Valuation allowance | -38,921,000 | -36,143,000 | ||||||
Net deferred asset | $ | 473,000 | $ | — | ||||
Deferred income tax liability: | ||||||||
Intangible assets acquired in acquisition of subsidiary | $ | -629,444 | $ | -629,444 | ||||
Intangible assets acquired in investment in GCP | -888,863 | -1,037,012 | ||||||
Net deferred income tax liability | $ | -1,518,307 | $ | -1,666,456 | ||||
STOCKBASED_COMPENSATION_Tables
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended | ||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award [Table Text Block] | ' | ||||||||||||||||
The following table summarizes activity pertaining to options outstanding and exercisable at March 31, 2014: | |||||||||||||||||
Options Outstanding | Options Exercisable | ||||||||||||||||
Weighted | |||||||||||||||||
Average | Weighted | ||||||||||||||||
Remaining | Average | Aggregate | |||||||||||||||
Range of | Life in | Exercise | Intrinsic | ||||||||||||||
Exercise Prices | Shares | Years | Shares | Price | Value | ||||||||||||
$0.01 — $0.25 | 621,500 | 4.57 | 621,500 | $ | 0.22 | $ | 607,685 | ||||||||||
$0.26 — $1.00 | 9,975,007 | 7.43 | 4,592,447 | 0.33 | 3,992,631 | ||||||||||||
$1.01 — $2.00 | 348,000 | 8.74 | 68,000 | 1.82 | 1,020 | ||||||||||||
$5.01 — $6.00 | 21,000 | 0.4 | 21,000 | 6 | — | ||||||||||||
$6.01 — $7.00 | 17,000 | 2.99 | 17,000 | 6.36 | — | ||||||||||||
$7.01 — $8.00 | 184,000 | 1.68 | 184,000 | 7.57 | — | ||||||||||||
$8.01 — $9.00 | 7,500 | 2.86 | 7,500 | 9 | — | ||||||||||||
11,174,007 | 7.19 | 5,511,447 | $ | 0.63 | $ | 4,601,336 | |||||||||||
Schedule of Nonvested Share Activity [Table Text Block] | ' | ||||||||||||||||
The following summarizes activity pertaining to the Company’s unvested options for the years ended March 31, 2014 and 2013: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Shares | Price | ||||||||||||||||
Unvested at March 31, 2012 | 3,593,999 | $ | 0.34 | ||||||||||||||
Granted | 1,800,166 | 0.3 | |||||||||||||||
Canceled or expired | -8,750 | 0.34 | |||||||||||||||
Vested | -1,513,608 | 0.33 | |||||||||||||||
Unvested at March 31, 2013 | 3,871,807 | $ | 0.32 | ||||||||||||||
Granted | 3,300,000 | 0.43 | |||||||||||||||
Canceled or expired | -10,000 | 0.32 | |||||||||||||||
Vested | -1,499,247 | 0.32 | |||||||||||||||
Unvested at March 31, 2014 | 5,662,560 | $ | 0.38 | ||||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
The fair value of options at grant date was estimated using the Black-Scholes option pricing model utilizing the following weighted average assumptions: | |||||||||||||||||
March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Risk-free interest rate | 0.86% - 1.85% | 0.67% - 0.89 % | |||||||||||||||
Expected option life in years | 5.5 - 6.25 | 5.5 - 6.25 | |||||||||||||||
Expected stock price volatility | 65% - 76% | 65 | % | ||||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Warrants Liabilities [Table Text Block] | ' | ||||||||||||||||
The fair value of the warrants is a Level 3 fair value under the valuation hierarchy and was estimated using the Black-Scholes option pricing model utilizing the following assumptions: | |||||||||||||||||
At Conversion | March 31, | ||||||||||||||||
2013 | |||||||||||||||||
Stock price | $ | 0.92 | $ | 0.31 | |||||||||||||
Risk-free interest rate | 0.61 | % | 0.36 | % | |||||||||||||
Expected option life in years | 2.63 | 3.25 | |||||||||||||||
Expected stock price volatility | 55 | % | 40 | % | |||||||||||||
Expected dividend yield | 0 | % | 0 | % | |||||||||||||
Warrant [Member] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
The following is a summary of the Company’s outstanding warrants for the periods presented: | |||||||||||||||||
Weighted | |||||||||||||||||
Average | |||||||||||||||||
Exercise | |||||||||||||||||
Price | |||||||||||||||||
Warrants | Per Warrant | ||||||||||||||||
Warrants outstanding and exercisable, March 31, 2012 | 13,448,139 | $ | 1.16 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | — | — | |||||||||||||||
Forfeited | -1,543,214 | 6.53 | |||||||||||||||
Warrants outstanding and exercisable, March 31, 2013 | 11,904,925 | $ | 0.46 | ||||||||||||||
Granted | — | — | |||||||||||||||
Exercised | -10,127,123 | 0.38 | |||||||||||||||
Forfeited | — | — | |||||||||||||||
Warrants outstanding and exercisable, March 31, 2014 | 1,777,802 | $ | 0.9 | ||||||||||||||
Stock Option [Member] | ' | ||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | ' | ||||||||||||||||
Stock Options — A summary of the options outstanding under the 2003 and 2013 Plans is as follows: | |||||||||||||||||
Years ended March 31, | |||||||||||||||||
2014 | 2013 | ||||||||||||||||
Weighted | Weighted | ||||||||||||||||
Average | Average | ||||||||||||||||
Exercise | Exercise | ||||||||||||||||
Shares | Price | Shares | Price | ||||||||||||||
Outstanding at beginning of year | 8,120,765 | $ | 0.64 | 6,330,599 | $ | 0.74 | |||||||||||
Granted | 3,300,000 | 0.43 | 1,800,166 | 0.3 | |||||||||||||
Exercised | -80,758 | 0.32 | — | 0 | |||||||||||||
Forfeited | -166,000 | 5.79 | -10,000 | 0.34 | |||||||||||||
Outstanding and expected to vest at end of period | 11,174,007 | $ | 0.51 | 8,120,765 | $ | 0.64 | |||||||||||
Exercisable at period end | 5,511,447 | $ | 0.63 | 4,248,958 | $ | 0.94 | |||||||||||
Weighted average fair value of grants during the period | $ | 0.26 | $ | 0.16 | |||||||||||||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended | ||||
Mar. 31, 2014 | |||||
Commitments and Contingencies Disclosure [Abstract] | ' | ||||
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | ' | ||||
Future minimum lease payments for leases with initial or remaining terms in excess of one year are as follows: | |||||
Years ending March 31, | Amount | ||||
2015 | $ | 276,606 | |||
2016 | 262,646 | ||||
2017 | 30,963 | ||||
Total | $ | 570,215 | |||
GEOGRAPHIC_INFORMATION_Tables
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended | |||||||||||
Mar. 31, 2014 | ||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | |||||||||||
The following table sets forth the amounts and percentage of consolidated revenue, consolidated results from operations, consolidated net loss attributable to common shareholders, consolidated income tax benefit and consolidated assets from the U.S. and foreign countries and consolidated revenue by category. | ||||||||||||
Years ended March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Consolidated Revenue: | ||||||||||||
International | $ | 7,305,516 | 15.2 | % | $ | 5,444,798 | 13.1 | % | ||||
United States | 40,834,967 | 84.8 | % | 35,998,196 | 86.9 | % | ||||||
Total Consolidated Revenue | $ | 48,140,483 | 100 | % | $ | 41,442,994 | 100 | % | ||||
Consolidated Results from Operations: | ||||||||||||
International | $ | -266 | 0 | % | $ | -26,329 | 0.6 | % | ||||
United States | -1,319,567 | 100 | % | -4,375,731 | 99.4 | % | ||||||
Total Consolidated Results from Operations | $ | -1,319,833 | 100 | % | $ | -4,402,060 | 100 | % | ||||
Consolidated Net Loss Attributable to Controlling Interests: | ||||||||||||
International | $ | -153,419 | 1.7 | % | $ | -145,784 | 2.7 | % | ||||
United States | -8,753,328 | 98.3 | % | -5,302,973 | 97.3 | % | ||||||
Total Consolidated Net Loss Attributable to Controlling Interests | $ | -8,906,747 | 100 | % | $ | -5,448,757 | 100 | % | ||||
Income tax benefit, net: | ||||||||||||
United States | 590,414 | 100 | % | 118,349 | 100 | % | ||||||
Consolidated Revenue by category: | ||||||||||||
Rum | $ | 16,643,640 | 34.6 | % | $ | 15,324,904 | 36.9 | % | ||||
Whiskey | 13,521,875 | 28.1 | % | 9,421,168 | 22.8 | % | ||||||
Liqueurs | 8,992,277 | 18.7 | % | 8,803,111 | 21.2 | % | ||||||
Vodka | 2,852,956 | 5.9 | % | 3,565,070 | 8.6 | % | ||||||
Tequila | 218,552 | 0.5 | % | 242,537 | 0.6 | % | ||||||
Wine | 284,806 | 0.6 | % | 689,637 | 1.7 | % | ||||||
Gosling’s Stormy Ginger Beer and other* | 5,626,377 | 11.6 | % | 3,396,567 | 8.2 | % | ||||||
Total Consolidated Revenue | $ | 48,140,483 | 100 | % | $ | 41,442,994 | 100 | % | ||||
As of March 31, | ||||||||||||
2014 | 2013 | |||||||||||
Consolidated Assets: | ||||||||||||
International | $ | 2,201,343 | 6 | % | $ | 1,941,537 | 5.9 | % | ||||
United States | 34,320,167 | 94 | % | 31,175,558 | 94.1 | % | ||||||
Total Consolidated Assets | $ | 36,521,510 | 100 | % | $ | 33,117,095 | 100 | % | ||||
* Includes related non-beverage alcohol products. | ||||||||||||
ORGANIZATION_AND_SUMMARY_OF_SI2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Subsidiary or Equity Method Investee, Cumulative Percentage Ownership after All Transactions | 60.00% | ' |
Reversal Of Provision For Obsolete Inventory | $200,000 | $684,830 |
Property, Plant and Equipment, Depreciation Methods | 'straight-line method | ' |
Property, Plant and Equipment, Estimated Useful Lives | 'three to five years | ' |
Goodwill and Intangible Asset Impairment, Total | 0 | 1,715,728 |
Impairment of Intangible Assets (Excluding Goodwill), Total | ' | 817,156 |
Goodwill, Impairment Loss | ' | 898,572 |
Inventory Write-down | ' | 326,869 |
Shipping, Handling and Transportation Costs | 1,879,881 | 1,171,290 |
Advertising Expense | $2,052,819 | $2,212,774 |
BASIC_AND_DILUTED_NET_LOSS_PER2
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common shares not included in calculating diluted net loss per share | 15,312,920 | 45,874,659 |
Stock options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common shares not included in calculating diluted net loss per share | 11,174,007 | 8,120,765 |
Warrants to purchase common stock [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common shares not included in calculating diluted net loss per share | 1,777,802 | 11,874,087 |
Convertible preferred stock and accrued dividends [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common shares not included in calculating diluted net loss per share | 0 | 25,879,807 |
5% Convertible notes [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Common shares not included in calculating diluted net loss per share | 2,361,111 | 0 |
BASIC_AND_DILUTED_NET_LOSS_PER3
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Textual) (Convertible Notes Payable [Member]) | Mar. 31, 2014 |
Convertible Notes Payable [Member] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' |
Debt Instrument, Interest Rate, Stated Percentage | 5.00% |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Inventory [Line Items] | ' | ' |
Raw materials - net | $4,502,234 | $5,191,147 |
Finished goods - net | 10,147,795 | 8,540,815 |
Total | $14,650,029 | $13,731,962 |
INVENTORIES_Details_Textual
INVENTORIES (Details Textual) (USD $) | Mar. 31, 2014 | Oct. 31, 2013 | Mar. 31, 2013 |
Inventory [Line Items] | ' | ' | ' |
Percentage Of Raw Materials Located Outside United States | 19.00% | ' | 19.00% |
Percentage Of Finished Goods Located Outside United States | 5.00% | ' | 4.00% |
Payments To Acquire Inventory | ' | $780,000 | $2,496,000 |
EQUITY_INVESTMENT_Details_Text
EQUITY INVESTMENT (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Equity Method Investments | $0 | $116,700 |
Due From Related Parties, Current | 115,288 | 303,226 |
Income (Loss) From Equity Method Investments | -502,518 | -22,549 |
DPCP [Member] | ' | ' |
Schedule of Equity Method Investments [Line Items] | ' | ' |
Payment To Acquire Finished Goods | 170,880 | 867,280 |
Due From Related Parties, Current | ' | 268,598 |
Equity Method Investment, Ownership Percentage | 20.00% | ' |
Interest On Capital Contribution | 4,200 | 8,400 |
Income (Loss) From Equity Method Investments | -502,518 | ' |
Equity Method Investment, Realized Gain (Loss) on Disposal | -120,900 | ' |
Equity Method Investment Write Off On Discontinuation Of Operations | $399,618 | ' |
ACQUISITIONS_Details_Textual
ACQUISITIONS (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Business Acquisition [Line Items] | ' | ' |
Payments under McLain & Kyne agreement | $5,940 | $145,800 |
EQUIPMENT_NET_Details
EQUIPMENT, NET (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Equipment and software | $2,317,310 | $2,026,028 |
Furniture and fixtures | 10,325 | 10,325 |
Property, Plant and Equipment, Gross | 2,327,635 | 2,036,353 |
Less: accumulated depreciation | 1,759,240 | 1,519,712 |
Balance | $568,395 | $516,641 |
EQUIPMENT_NET_Details_Textual
EQUIPMENT, NET (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Property, Plant and Equipment [Line Items] | ' | ' |
Depreciation, Total | $204,180 | $187,539 |
GOODWILL_AND_INTANGIBLE_ASSETS2
GOODWILL AND INTANGIBLE ASSETS (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill [Line Items] | ' | ' |
Balance | $490,286 | $1,243,058 |
Write-down of goodwill related to wine brands | ' | -898,572 |
Payments under McLain & Kyne agreement | 5,940 | 145,800 |
Balance | $496,226 | $490,286 |
GOODWILL_AND_INTANGIBLE_ASSETS3
GOODWILL AND INTANGIBLE ASSETS (Details 1) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' | ||
Definite life brands | $170,000 | $170,000 | ||
Trademarks | 535,947 | 535,947 | ||
Rights | 8,271,555 | 8,271,555 | ||
Product development | 96,959 | 96,959 | ||
Patents | 994,000 | 994,000 | ||
Other | 55,460 | 28,480 | ||
Finite-Lived Intangible Assets, Gross | 10,123,921 | 10,096,941 | ||
Less: accumulated amortization | 6,058,005 | 5,404,000 | ||
Net | 4,065,916 | 4,692,941 | ||
Other identifiable intangible assets - indefinite lived | 4,112,972 | [1] | 4,112,972 | [1] |
Intangible Assets, Net (Excluding Goodwill) | $8,178,888 | $8,805,913 | ||
[1] | Other identifiable intangible assets - indefinite lived consists of product formulations. |
GOODWILL_AND_INTANGIBLE_ASSETS4
GOODWILL AND INTANGIBLE ASSETS (Details 2) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $6,058,005 | $5,404,000 |
Definite Life Brands [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 170,000 | 170,000 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 262,098 | 230,379 |
Rights [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 4,961,170 | 4,409,220 |
Product Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 20,350 | 16,280 |
Patents [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | 644,387 | 578,121 |
Other Intangible Assets [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Accumulated amortization | $0 | $0 |
GOODWILL_AND_INTANGIBLE_ASSETS5
GOODWILL AND INTANGIBLE ASSETS (Details 3) (USD $) | Mar. 31, 2014 |
Years ending March 31, | ' |
2015 | $634,757 |
2016 | 632,365 |
2017 | 631,562 |
2018 | 631,405 |
2019 | 613,072 |
Total | $3,143,161 |
GOODWILL_AND_INTANGIBLE_ASSETS6
GOODWILL AND INTANGIBLE ASSETS (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Goodwill and Intangible Asset Impairment, Total | $0 | $1,715,728 |
Impairment of Intangible Assets (Excluding Goodwill), Total | ' | 817,156 |
Inventory Write-down | ' | 326,869 |
Amortization of Intangible Assets | $654,005 | $732,783 |
RESTRICTED_CASH_Details_Textua
RESTRICTED CASH (Details Textual) | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 |
USD ($) | EUR (€) | USD ($) | EUR (€) | |
Restricted Cash and Cash Equivalents Items [Line Items] | ' | ' | ' | ' |
Restricted Cash and Cash Equivalents, Noncurrent | $416,565 | € 302,920 | $451,346 | € 352,255 |
NOTES_PAYABLE_AND_CAPITAL_LEAS2
NOTES PAYABLE AND CAPITAL LEASE (Details) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | $7,574,822 | $9,298,308 | ||
Foreign revolving credit facilities [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | 20,205 | [1] | 89,407 | [1] |
Note payable - GCP note [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | 211,580 | [2] | 211,580 | [2] |
Keltic facility [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | 1,953,037 | [3] | 6,501,321 | [3] |
Bourbon term loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | 2,015,000 | [4] | 2,496,000 | [4] |
Junior loan [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | 1,250,000 | [5] | 0 | [5] |
Convertible Notes Payable [Member] | ' | ' | ||
Debt Instrument [Line Items] | ' | ' | ||
Notes payable and credit facility | $2,125,000 | [6] | $0 | [6] |
[1] | The Company has arranged various facilities aggregating €302,714 or $416,280 (translated at the March 31, 2014 exchange rate) with an Irish bank, including overdraft coverage, creditorsb insurance, customs and excise guaranty, and a revolving credit facility. These facilities are payable on demand, continue until terminated by either party, are subject to annual review, and call for interest at the lenderbs AA1 Rate minus 1.70 %. The balance on the credit facilities included in notes payable totaled €14,693, or $20,205 (translated at the March 31, 2014 exchange rate), and €69,761, or $89,407, (translated at the March 31, 2013 exchange rate), at March 31, 2014 and 2013, respectively. | |||
[2] | In December 2009, GCP issued a promissory note (the bGCP Noteb) in the aggregate principal amount of $211,580 to Gosling's Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2014 and 2013, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2014 and 2013, $211,580 of principal due on the GCP Note is included in long-term liabilities. | |||
[3] | In August 2011, the Company and CB-USA entered into the Keltic Facility (bKeltic Facilityb), a revolving loan agreement with Keltic Financial Partners II, LP ("Keltic"), providing for availability (subject to certain terms and conditions) of a facility of up to $5,000,000 for the purpose of providing the Company and CB-USA with working capital. In July 2012, the Keltic Facility was amended to increase availability to $7,000,000, among other changes. In March 2013, the Keltic Facility was amended to increase availability to $8,000,000, among other changes. In August 2013, the Keltic Facility was amended to modify the borrowing base calculation and covenants with respect to the Keltic Facility and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Junior Loan (as defined below), subject to certain conditions set forth in the amendment to modify certain aspects of the EBITDA covenant contained in the loan agreement, permit the Company to incur indebtedness in an aggregate original principal amount of $2,125,000 pursuant to the terms of the Note Purchase Agreement and Convertible Notes (as each term is defined below in Note 9F), and permit the Company to make regularly scheduled payments of principal and interest and voluntary prepayments on the Convertible Notes, subject to certain conditions set forth in the amendment. In November 2013, the Keltic Facility was further amended, to, among other things, provide for the issuances of letters of credit thereunder. The Company and CB-USA are referred to individually and collectively as the Borrower. The Keltic Facility expires on December 31, 2016. The Borrower may borrow up to the maximum amount of the Keltic Facility, provided that the Borrower has a sufficient borrowing base (as defined under the loan agreement). The Keltic Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.25%, (b) the LIBOR Rate plus 5.75% and (c) 6.50%. For the year ended March 31, 2014, the Company paid interest at 6.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Keltic Facility. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Keltic Facility interest rate. There have been no Events of Default under the Keltic Facility. The Company paid a $40,000 commitment fee in connection with the first amendment, a $70,000 closing and commitment fee in connection with the second amendment and a $25,000 closing and commitment fee in connection with the third amendment. Keltic also receives an annual facility fee in an amount equal to 1% per annum of the maximum revolving facility amount and a collateral management fee of $1,000 per month (increased to $2,000 after the occurrence of and during the continuance of an Event of Default). The loan agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The loan agreement includes negative covenants that, among other things, restrict the Borrowerbs ability to create additional indebtedness, dispose of properties, incur liens and make distributions or cash dividends. At March 31, 2014, the Company was in compliance, in all material respects, with the covenants under the Keltic Facility. At March 31, 2014 and 2013, $1,953,037 and $6,501,321, respectively, due on the Keltic Facility is included in long-term liabilities. | |||
[4] | In March 2013, the Company and CB-USA entered into an inventory term loan of $2,496,000 (the "Bourbon Term Loan") that was used to purchase bourbon inventory on March 11, 2013. Unless sooner terminated in accordance with its terms, the Bourbon Term Loan matures on December 31, 2016. The Bourbon Term Loan interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. For the year ended March 31, 2014, the Company paid interest of 7.5%. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Bourbon Term Loan. After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Bourbon Term Loan interest rate. The Borrower is required to pay down the principal balance of the Bourbon Term Loan within 15 banking days from the completion of a bottling run of bourbon from the bourbon inventory stock purchased on or about the date of the Bourbon Term Loan in an amount equal to the purchase price of such bourbon. The unpaid principal balance of the Bourbon Term Loan, all accrued and unpaid interest thereon, all fees, costs and expenses payable in connection with the Bourbon Term Loan are due and payable in full on December 31, 2016. Keltic required as a condition to funding the Bourbon Term Loan that Keltic had entered into a participation agreement (the "Participation Agreement") providing for an initial aggregate of $750,000 of the Bourbon Term Loan to be purchased by junior participants. Certain related parties of the Company purchased a portion of these junior participations in the Bourbon Term Loan, including Frost Gamma Investments Trust ($500,000), an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III ($50,000), a director of the Company and the Companybs Chairman, and an affiliate of Richard J. Lampen ($50,000), a director of the Company and the Companybs President and Chief Executive Officer (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants receive interest at the rate of 11% per annum. Neither the Company nor CB-USA is a party to the Participation Agreement. However, the Borrower is party to a fee letter (the "Fee Letter") with the junior participants (including the related party junior participants) pursuant to which the Borrower is obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. In August 2013, the Bourbon Term Loan was amended to provide the Company with the ability to increase the maximum aggregate principal amount of the Bourbon Term Loan from $2,500,000 to up to $4,000,000 to finance the purchase of aged whiskies following the identification of junior participants to purchase a portion of the increased Bourbon Term Loan amount. The balance on the Bourbon Term Loan included in notes payable totaled $2,015,000 and $2,496,000 at March 31, 2014 and 2013, respectively. | |||
[5] | In August 2013, the Company entered into a Loan Agreement (the "Junior Loan Agreement"), by and between the Company and the lending parties thereto (the "Junior Lenders"), which provides for an aggregate $1,250,000 unsecured loan (the "Junior Loan") to the Company. The Junior Loan bears interest at a rate of 11 % per annum, payable quarterly in arrears commencing November 1, 2013, and matures on October 15, 2015. The Junior Loan may be prepaid in whole or in part at any time without penalty or premium but with payment of accrued interest to the date of prepayment. The Junior Loan Agreement contains customary events of default, which, if uncured, entitle each Junior Lender to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the portion of the Junior Loan made by such Junior Lender. The Junior Loan Agreement provides for a funding fee of 2% per annum on the then outstanding Junior Loan balance (pro-rated for any period of less than one year), payable pro rata among the Junior Lenders on the date of the Junior Loan Agreement and on the first and second anniversaries thereof. The Junior Lenders include Frost Gamma Investments Trust ($200,000), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000). In connection with the Junior Loan Agreement, the Junior Lenders entered into a subordination agreement with Keltic; the Company is a party to the subordination agreement. At March 31, 2014, $1,250,000 of principal due on the Junior Loan is included in long-term liabilities. | |||
[6] | In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the "Note Purchase Agreement"), by and among the Company and the purchasers party thereto, which provided for the issuance of an aggregate initial principal amount of $2,125,000 unsecured subordinated notes (the "Convertible Notes") by the Company. The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly beginning on December 15, 2013 until their maturity date of December 15, 2018. The Convertible Notes and accrued but unpaid interest thereon are convertible in whole or in part from time to time at the option of the holders thereof into shares of the Companybs common stock at a conversion price of $0.90 per share (the "Conversion Price"). The Convertible Notes may be prepaid in whole or in part at any time without penalty or premium, but with payment of accrued interest to the date of prepayment. The Convertible Notes contain customary events of default, which, if uncured, entitle each note holder to accelerate the due date of the unpaid principal amount of, and all accrued and unpaid interest on, the Convertible Notes. The purchasers of the Convertible Notes include certain related parties of the Company, including an affiliate of Dr. Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate of Richard J. Lampen ($50,000), an affiliate of Glenn Halpryn ($200,000), a director of the Company, Dennis Scholl ($100,000), a director of the Company, and Vector Group Ltd. ($200,000), a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer and Henry Beinstein, a director of the Company, is a director. The Company may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest thereon if (i) the average daily volume of the Companybs common stock (as reported on the principal market or exchange on which the common stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted average price of the common stock for at least twenty ( 20 ) trading days during any thirty ( 30 ) consecutive trading day period exceeds 250% of the then-current Conversion Price. Any forced conversion will be applied ratably to the holders of all Convertible Notes issued pursuant to the Note Purchase Agreement based on each holderbs then-current note holdings. In connection with the Note Purchase Agreement, each purchaser of the Convertible Notes was required to execute a joinder to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the "Subordination Agreement"), by and among Keltic and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. At March 31, 2014, $2,125,000 of principal due on the Convertible Notes is included in long-term liabilities. |
NOTES_PAYABLE_AND_CAPITAL_LEAS3
NOTES PAYABLE AND CAPITAL LEASE (Details 1) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Years ending March 31, | ' | ' |
2015 | $20,205 | ' |
2016 | 1,250,000 | ' |
2017 | 3,968,037 | ' |
2018 | 0 | ' |
2019 | 2,125,000 | ' |
Thereafter | 211,580 | ' |
Total | $7,574,822 | $9,298,308 |
NOTES_PAYABLE_AND_CAPITAL_LEAS4
NOTES PAYABLE AND CAPITAL LEASE (Details Textual) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2009 | Mar. 31, 2014 | Jul. 31, 2012 | Aug. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
USD ($) | EUR (€) | USD ($) | EUR (€) | Convertible Subordinated Debt [Member] | Convertible Notes Payable [Member] | GCP Note [Member] | GCP Note [Member] | GCP Note [Member] | Keltic Facility [Member] | Keltic Facility [Member] | Keltic Facility [Member] | Irish Bank [Member] | Irish Bank [Member] | Bourbon Term Loan [Member] | Junior Loan [Member] | Dr. Phillip Frost [Member] | Mark E. Andrews [Member] | Richard J. Lampen [Member] | Glenn Halpryn [Member] | Dennis Scholl [Member] | Vector Group Ltd. [Member] | Frost Gamma Investments Trust [Member] | Frost Gamma Investments Trust [Member] | Mark E Andrews Iii [Member] | Mark E Andrews Iii [Member] | Affiliate Of Richard J Lampen [Member] | Affiliate Of Richard J Lampen [Member] | Second Amendment [Member] | Second Amendment [Member] | Second Amendment [Member] | Participation Agreement [Member] | Amendment Agreement [Member] | Third Amendment [Member] | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Junior Loan [Member] | USD ($) | Junior Loan [Member] | USD ($) | Junior Loan [Member] | Keltic Facility [Member] | Keltic Facility [Member] | Bourbon Term Loan [Member] | Keltic Facility [Member] | Bourbon Term Loan [Member] | Keltic Facility [Member] | |||||
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | |||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate At Period End | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other Accrued Liabilities, Noncurrent | ' | ' | ' | ' | ' | ' | $10,579 | $10,579 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Noncurrent | 211,580 | ' | 211,580 | ' | ' | ' | 211,580 | 211,580 | 211,580 | ' | ' | ' | ' | ' | ' | ' | 500,000 | 50,000 | 50,000 | 200,000 | 100,000 | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,000,000 | 5,000,000 | 416,280 | 302,714 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' |
Line Of Credit Facility, Interest Rate Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.25%, (b) the LIBOR Rate plus 5.75% and (c) 6.50% | ' | ' | ' | ' | 'The Bourbon Term Loan interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Description Of Violation Or Event Of Default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'After the occurrence and during the continuance of any "Default" or "Event of Default" (as defined under the loan agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Bourbon Term Loan interest rate. The Borrower is required to pay down the principal balance of the Bourbon Term Loan within 15 banking days from the completion of a bottling run of bourbon from the bourbon inventory stock purchased on or about the date of the Bourbon Term Loan in an amount equal to the purchase price of such bourbon. The unpaid principal balance of the Bourbon Term Loan, all accrued and unpaid interest thereon, all fees, costs and expenses payable in connection with the Bourbon Term Loan are due and payable in full on December 31, 2016 | ' | ' | ' |
Line Of Credit Facility, Commitment Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 70,000 | ' | ' | ' | ' | 25,000 |
Long-Term Line Of Credit, Noncurrent | 1,953,037 | ' | 6,501,321 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual Facility Fee Receivable Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'annual facility fee in an amount equal to 1% per annum of the maximum revolving facility amount and a collateral management fee of $1,000 per month (increased to $2,000 after the occurrence of and during the continuance of an Event of Default) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit, Current | 20,205 | 14,693 | 89,407 | 69,761 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility, Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.70% | 1.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line Of Credit Facility Additional Interest Rate During Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term Loan | 2,015,000 | ' | 2,496,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | 200,000 | 50,000 | 50,000 | 50,000 | 50,000 | ' | ' | ' | 750,000 | ' | ' |
Commitment Fee Payable | 45,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Commitment Fee Annual Installment Amount | 15,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unsecured debt | ' | ' | ' | ' | 2,125,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Funding Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Debt, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | $0.90 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, If-converted Value in Excess of Principal | ' | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Trading Days | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | 250.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Subordinated Borrowing, Interest Rate | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable, Noncurrent | $2,125,000 | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
EQUITY_Details_Textual
EQUITY (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 5 Months Ended | 1 Months Ended | 10 Months Ended | 12 Months Ended | 1 Months Ended | ||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Nov. 30, 2013 | Mar. 31, 2014 | Jun. 30, 2011 | Feb. 11, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jun. 30, 2011 | Jun. 30, 2011 | Jun. 30, 2011 | |
Barrington [Member] | Barrington [Member] | Distribution Agreement [Member] | Distribution Agreement [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Series A Convertible Preferred Stock [Member] | Private Placement [Member] | Third Party Investors [Member] | Third Party Investors [Member] | |||
Distribution Agreement [Member] | Series A Convertible Preferred Stock [Member] | Private Placement [Member] | Private Placement [Member] | ||||||||||
Warrants 2011 [Member] | Series A Convertible Preferred Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred Stock, Dividend Rate, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' |
Dividends, Preferred Stock, Stock | $384,599 | $744,468 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Converted | ' | ' | ' | ' | ' | ' | ' | 430 | 195.132 | ' | ' | ' | ' |
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $0.01 | $0.01 | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
Convertible Preferred Stock, Shares Issued upon Conversion | ' | ' | ' | ' | ' | ' | ' | 1,704,729 | 720,967 | ' | ' | ' | ' |
Preferred Stock, Dividend Rate, Per-Dollar-Amount | ' | ' | ' | ' | ' | ' | $1,000 | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Common Stock | 4,531,643 | 0 | ' | ' | 6,000,000 | 4,531,643 | ' | ' | ' | ' | ' | ' | ' |
Compensation Percentage | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Intercompany Agreements, Description | ' | ' | 'Also, the Company will reimburse Barrington for certain expenses incurred in connection with the matters contemplated by the Distribution Agreement, up to an aggregate of $50,000, plus up to an additional $7,500 per calendar quarter related to ongoing maintenance; provided, however, that such reimbursement amount shall not exceed 8% of the aggregate gross proceeds received by the Company under the Distribution Agreement. | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 5,394,608 | ' | ' | ' | ' | ' | ' | ' |
Payments of Stock Issuance Costs | 184,341 | 0 | ' | ' | ' | 184,341 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued During Period Value Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,100,000 | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,155,000 |
Preferred Stock Convertible In To Common Stock On Conversion Basic | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.30 | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.38 | ' |
Warrants To Purchase Common Stock Issuable Description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'warrants (2011 Warrants) to purchase 50% of the number of shares of the Companys common stock, issuable upon conversion of such Series A Preferred Stock. | ' |
Convertible Preferred Stock Convertible Terms Of Conversion Feature | ' | ' | ' | ' | ' | ' | 'If the average daily volume of the Company's common stock exceeded $100,000 per trading day and the Volume Weighted Average Price (as defined in the articles of designation of the Series A Preferred Stock) for at least 20 trading days during any 30 consecutive trading day period exceeded $0.76 (subject to adjustment), the Company could convert all or any portion of the outstanding Series A Preferred Stock into shares of common stock. | ' | ' | ' | ' | ' | ' |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,760,881 | ' | ' | ' |
Shares, Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,271 | ' | ' | ' |
PROVISION_FOR_INCOME_TAXES_Det
PROVISION FOR INCOME TAXES (Details) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Provision For Income Taxes [Line Items] | ' | ' |
Computed expected tax benefit, at 34% | 34.00% | 34.00% |
Increase in valuation allowance | -28.51% | -31.51% |
Net change in fair value of warrant liability | -20.59% | 1.89% |
Loss on wine assets | 0.00% | -10.71% |
Effect of foreign rate differential | -1.30% | -2.96% |
Taxes included in minority interest | -3.57% | -3.81% |
Other | 7.34% | 4.93% |
State and local taxes, net of federal benefit | 6.00% | 6.00% |
Income tax benefit | -6.63% | -2.17% |
PROVISION_FOR_INCOME_TAXES_Det1
PROVISION FOR INCOME TAXES (Details 1) (USD $) | Mar. 31, 2014 | Mar. 31, 2013 |
Deferred income tax assets: | ' | ' |
Foreign currency transactions | $72,000 | $103,000 |
Accounts receivable | 5,000 | 5,000 |
Inventory | 304,000 | 280,000 |
Stock based compensation | 2,125,000 | 1,967,000 |
Amortization of intangibles | 206,000 | 206,000 |
Net operating loss carryforwards - U.S. | 34,706,000 | 31,623,000 |
Net operating loss carryforwards - foreign | 1,974,000 | 1,957,000 |
Other | 2,000 | 2,000 |
Total gross assets | 39,394,000 | 36,143,000 |
Less: Valuation allowance | -38,921,000 | -36,143,000 |
Net deferred asset | 473,000 | 0 |
Deferred income tax liability: | ' | ' |
Intangible assets acquired in acquisition of subsidiary | -629,444 | -629,444 |
Intangible assets acquired in investment in GCP | -888,863 | -1,037,012 |
Net deferred income tax liability | ($1,518,307) | ($1,666,456) |
PROVISION_FOR_INCOME_TAXES_Det2
PROVISION FOR INCOME TAXES (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Provision For Income Taxes [Line Items] | ' | ' |
Deferred Tax Liabilities, Intangible Assets | $2,222,222 | ' |
Deferred Income Tax Expense Benefit Period Of Recognition | '15 years | ' |
Deferred Income Tax Expense (Benefit) | 590,414 | 118,349 |
Valuation Allowance, Deferred Tax Asset, Change in Amount | 2,778,000 | 1,846,000 |
Deferred Tax Assets, Net, Current | 473,330 | 0 |
Domestic Tax Authority [Member] | ' | ' |
Provision For Income Taxes [Line Items] | ' | ' |
Operating Loss Carryforwards | 86,800,000 | ' |
Operating Loss Carryforwards Expiration Period | '2034 | ' |
Foreign Tax Authority [Member] | ' | ' |
Provision For Income Taxes [Line Items] | ' | ' |
Operating Loss Carryforwards | 19,800,000 | ' |
Income (Loss) from Continuing Operations before Income Taxes, Foreign | $168,233 | ($412,182) |
STOCKBASED_COMPENSATION_Detail
STOCK-BASED COMPENSATION (Details) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, Outstanding and expected to vest at end of period | 11,174,007 | ' |
Shares, Exercisable at period end | 5,511,447 | ' |
Weighted Average Exercise Price, Exercisable at period end | $0.63 | ' |
Stock Option [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, Outstanding at beginning of year | 8,120,765 | 6,330,599 |
Shares, Granted | 3,300,000 | 1,800,166 |
Shares, Exercised | -80,758 | 0 |
Shares, Forfeited | -166,000 | -10,000 |
Shares, Outstanding and expected to vest at end of period | 11,174,007 | 8,120,765 |
Shares, Exercisable at period end | 5,511,447 | 4,248,958 |
Weighted Average Exercise Price, Outstanding at beginning of year | $0.64 | $0.74 |
Weighted Average Exercise Price, Granted | $0.43 | $0.30 |
Weighted Average Exercise Price, Exercised | $0.32 | $0 |
Weighted Average Exercise Price, Forfeited | $5.79 | $0.34 |
Weighted Average Exercise Price, Outstanding and expected to vest at end of period | $0.51 | $0.64 |
Weighted Average Exercise Price, Exercisable at period end | $0.63 | $0.94 |
Weighted average fair value of grants during the period | $0.26 | $0.16 |
STOCKBASED_COMPENSATION_Detail1
STOCK-BASED COMPENSATION (Details 1) (USD $) | 12 Months Ended |
Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 11,174,007 |
Options, Outstanding, Weighted Average Reamining in Years | '7 years 2 months 8 days |
Options Exercisable, Shares | 5,511,447 |
Options, Exercisable, Weighted Average Exercise Price | $0.63 |
Aggregate Intrinsic Value | $4,601,336 |
Stock Options One [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 621,500 |
Options, Outstanding, Weighted Average Reamining in Years | '4 years 6 months 25 days |
Options Exercisable, Shares | 621,500 |
Options, Exercisable, Weighted Average Exercise Price | $0.22 |
Aggregate Intrinsic Value | 607,685 |
Range of Excercise Prices, Lower Limit | $0.01 |
Range of Excercise Prices, Upper Limit | $0.25 |
Stock Options Two [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 9,975,007 |
Options, Outstanding, Weighted Average Reamining in Years | '7 years 5 months 5 days |
Options Exercisable, Shares | 4,592,447 |
Options, Exercisable, Weighted Average Exercise Price | $0.33 |
Aggregate Intrinsic Value | 3,992,631 |
Range of Excercise Prices, Lower Limit | $0.26 |
Range of Excercise Prices, Upper Limit | $1 |
Stock Options Three [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 348,000 |
Options, Outstanding, Weighted Average Reamining in Years | '8 years 8 months 26 days |
Options Exercisable, Shares | 68,000 |
Options, Exercisable, Weighted Average Exercise Price | $1.82 |
Aggregate Intrinsic Value | 1,020 |
Range of Excercise Prices, Lower Limit | $1.01 |
Range of Excercise Prices, Upper Limit | $2 |
Stock Options Four [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 21,000 |
Options, Outstanding, Weighted Average Reamining in Years | '4 months 24 days |
Options Exercisable, Shares | 21,000 |
Options, Exercisable, Weighted Average Exercise Price | $6 |
Aggregate Intrinsic Value | 0 |
Range of Excercise Prices, Lower Limit | $5.01 |
Range of Excercise Prices, Upper Limit | $6 |
Stock Options Five [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 17,000 |
Options, Outstanding, Weighted Average Reamining in Years | '2 years 11 months 26 days |
Options Exercisable, Shares | 17,000 |
Options, Exercisable, Weighted Average Exercise Price | $6.36 |
Aggregate Intrinsic Value | 0 |
Range of Excercise Prices, Lower Limit | $6.01 |
Range of Excercise Prices, Upper Limit | $7 |
Stock Options Six [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 184,000 |
Options, Outstanding, Weighted Average Reamining in Years | '1 year 8 months 5 days |
Options Exercisable, Shares | 184,000 |
Options, Exercisable, Weighted Average Exercise Price | $7.57 |
Aggregate Intrinsic Value | 0 |
Range of Excercise Prices, Lower Limit | $7.01 |
Range of Excercise Prices, Upper Limit | $8 |
Stock Options Seven [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' |
Options Outstanding, Shares | 7,500 |
Options, Outstanding, Weighted Average Reamining in Years | '2 years 10 months 10 days |
Options Exercisable, Shares | 7,500 |
Options, Exercisable, Weighted Average Exercise Price | $9 |
Aggregate Intrinsic Value | $0 |
Range of Excercise Prices, Lower Limit | $8.01 |
Range of Excercise Prices, Upper Limit | $9 |
STOCKBASED_COMPENSATION_Detail2
STOCK-BASED COMPENSATION (Details 2) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares, Unvested at beginning of the year | 3,871,807 | 3,593,999 |
Shares, Granted | 3,300,000 | 1,800,166 |
Shares, Canceled or expired | -10,000 | -8,750 |
Shares, Vested | -1,499,247 | -1,513,608 |
Shares, Unvested at end of the year | 5,662,560 | 3,871,807 |
Weighted Average Exercise Price, Unvested at beginning of the year | $0.32 | $0.34 |
Weighted Average Exercise Price, Granted | $0.43 | $0.30 |
Weighted Average Exercise Price, Canceled or expired | $0.32 | $0.34 |
Weighted Average Exercise Price, Vested | $0.32 | $0.33 |
Weighted Average Exercise Price, Unvested at end of the year | $0.38 | $0.32 |
STOCKBASED_COMPENSATION_Detail3
STOCK-BASED COMPENSATION (Details 3) (Stock Option [Member]) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Expected stock price volatility | ' | 65.00% |
Expected dividend yield | 0.00% | 0.00% |
Minimum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 0.86% | 0.67% |
Expected option life in years | '5 years 6 months | '5 years 6 months |
Expected stock price volatility | 65.00% | ' |
Maximum [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Risk-free interest rate | 1.85% | 0.89% |
Expected option life in years | '6 years 3 months | '6 years 3 months |
Expected stock price volatility | 76.00% | ' |
STOCKBASED_COMPENSATION_Detail4
STOCK-BASED COMPENSATION (Details 4) (Warrant [Member], Fair Value, Inputs, Level 3 [Member], USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock price | $0.92 | $0.31 |
Risk-free interest rate | 0.61% | 0.36% |
Expected option life in years | '2 years 7 months 17 days | '3 years 3 months |
Expected stock price volatility | 55.00% | 40.00% |
Expected dividend yield | 0.00% | 0.00% |
STOCKBASED_COMPENSATION_Detail5
STOCK-BASED COMPENSATION (Details 5) (Warrant [Member], USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Warrant [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Warrants, Outstanding and exercisable, at beginning of period | 11,904,925 | 13,448,139 |
Warrants, Granted | 0 | 0 |
Warrants, Exercised | -10,127,123 | 0 |
Warrants, Forfeited | 0 | -1,543,214 |
Warrants, Outstanding and exercisable, at end of period | 1,777,802 | 11,904,925 |
Weighted Average Exercise Price Per Warrant, Outstanding and exercisable at beginning of period | $0.46 | $1.16 |
Weighted Average Exercise Price Per Warrant, Granted | $0 | $0 |
Weighted Average Exercise Price Per Warrant, Exercised | $0.38 | $0 |
Weighted Average Exercise Price Per Warrant, Forfeited | $0 | $6.53 |
Weighted Average Exercise Price Per Warrant, Outstanding and exercisable at end of period | $0.90 | $0.46 |
STOCKBASED_COMPENSATION_Detail6
STOCK-BASED COMPENSATION (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||||||||||
Oct. 31, 2011 | Jun. 30, 2011 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Jul. 31, 2003 | Mar. 31, 2014 | Jul. 31, 2003 | Jul. 31, 2003 | Jan. 31, 2009 | Mar. 31, 2014 | |
Selling Expense [Member] | Selling Expense [Member] | General and Administrative Expense [Member] | General and Administrative Expense [Member] | Warrant [Member] | Warrant [Member] | Series A Preferred Stock [Member] | Stock Incentive Plan 2003 [Member] | Stock Incentive Plan 2003 [Member] | Stock Incentive Plan 2003 [Member] | Stock Incentive Plan 2003 [Member] | Stock Incentive Plan 2003 [Member] | 2013 Plan [Member] | |||||
Minimum [Member] | Maximum [Member] | Maximum [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 12,000,000 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 280,000 | ' | ' | ' | ' |
Allocated Share-Based Compensation Expense (in dollars) | ' | ' | $393,914 | $282,314 | $81,567 | $51,075 | $312,347 | $231,239 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized (in dollars) | ' | ' | 947,916 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Number Of Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Stock Options | ' | ' | 5,662,560 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition1 | ' | ' | '2 years 2 months 5 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | ' | ' | '5 years 9 months 7 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Issued At Fair Value | 780,972 | 487,022 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrant Liability | ' | ' | 0 | 795,374 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change In Unrealized Gain Loss On Fair Value Warrants | ' | ' | 5,392,594 | 302,734 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants Exercise Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.38 | ' | ' | ' | ' | ' | ' |
Warrants Exercisable Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'five years | ' | ' | ' | ' | ' | ' |
Convertible Preferred Stock, Terms of Conversion | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The exercise price of the 2011 Warrants was equal to 125% of the conversion price of the Series A Preferred Stock. | ' | ' | ' | ' | ' | ' |
Warrant Liability Outstanding | ' | ' | 6,187,968 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Warrant Exercises | ' | ' | $3,848,332 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price Per Warrant Forfeited | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $6.53 | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price Per Warrant Exercised | ' | ' | ' | ' | ' | ' | ' | ' | $0.38 | $0 | ' | ' | ' | ' | ' | ' | ' |
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,720,000 |
Weighted Average Execrcise Price, Fair Market Value, Per Warant, Exercised | ' | ' | $0.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Execrcise Price, Fair Market Value, Per Warant, UnExercised | ' | ' | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Pallini [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Purchases from Related Party | $3,467,812 | $3,685,192 |
Due from Related Parties | 229,557 | 967,188 |
Pallini [Member] | Marketing Expense [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Due from Related Parties | 115,288 | 34,628 |
Vector Group [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Annual Fees For Services Related Party | 100,000 | ' |
Ladenburg Thalmann Financial Services Inc [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | 126,000 | 154,972 |
General and Administrative Expense [Member] | Vector Group [Member] | ' | ' |
Related Party Transaction [Line Items] | ' | ' |
Related Party Transaction, Expenses from Transactions with Related Party | $104,746 | $113,406 |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | Mar. 31, 2014 |
Years ending March 31, | ' |
2015 | $276,606 |
2016 | 262,646 |
2017 | 30,963 |
Total | $570,215 |
COMMITMENTS_AND_CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details Textual) | 12 Months Ended | |||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
USD ($) | USD ($) | New York [Member] | Dublin [Member] | Dublin [Member] | Houston, Tx [Member] | Four Contract Year [Member] | Twelve Contract Year [Member] | Irish Whiskey [Member] | Irish Whiskey [Member] | Irish Whiskey [Member] | Irish Whiskey [Member] | |
USD ($) | USD ($) | EUR (€) | USD ($) | Four Contract Year [Member] | Four Contract Year [Member] | Twelve Contract Year [Member] | Twelve Contract Year [Member] | |||||
USD ($) | EUR (€) | USD ($) | EUR (€) | |||||||||
Supply Commitment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Purchase Commitment, Amount | ' | ' | ' | ' | ' | ' | ' | ' | $969,351 | € 704,900 | $337,056 | € 245,103 |
Operating Leases, Income Statement, Contingent Revenue | ' | ' | 19,975 | 1,513 | 1,100 | 1,875 | ' | ' | ' | ' | ' | ' |
Lease Expiration Date | ' | ' | 30-Apr-16 | 31-Oct-16 | 31-Oct-16 | 31-Jan-15 | ' | ' | ' | ' | ' | ' |
Contract Year Ending | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-14 | 30-Jun-14 | 30-Jun-14 | 30-Jun-14 |
Long Term Purchase Commitment Percentage Agreed To Purchase | ' | ' | ' | ' | ' | ' | 90.00% | 80.00% | ' | ' | ' | ' |
Long Term Purchase Commitment Purchased Amount | ' | ' | ' | ' | ' | ' | ' | ' | 910,838 | 662,351 | 237,491 | 172,700 |
Operating Leases, Rent Expense | 356,280 | 325,082 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments Under Contingent Consideration Agreements | $5,940 | $145,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
CONCENTRATIONS_Details_Textual
CONCENTRATIONS (Details Textual) (USD $) | 12 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Concentration Risk [Line Items] | ' | ' |
Cash, Uninsured Amount | 725,000 | 300,000 |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 31.90% | 30.20% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Concentration Risk, Percentage | 35.10% | 29.10% |
GEOGRAPHIC_INFORMATION_Details
GEOGRAPHIC INFORMATION (Details) (USD $) | 12 Months Ended | |||
Mar. 31, 2014 | Mar. 31, 2013 | |||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | $48,140,483 | [1] | $41,442,994 | [1] |
Sales Revenue Goods Percentage Net | 100.00% | 100.00% | ||
Consolidated Results from Operations: | ' | ' | ||
Total Consolidated Loss from Operations | -1,319,833 | -4,402,060 | ||
Operating Income (Loss), Percentage | 100.00% | 100.00% | ||
Consolidated Net Loss Attributable to Controlling Interests: | ' | ' | ||
Total Consolidated Net Loss Attributable to Controlling Interests | -8,906,747 | -5,448,757 | ||
Net Income (Loss) Attributable To Common Shareholders | 100.00% | 100.00% | ||
Income tax benefit, net: | ' | ' | ||
Income tax benefit | 590,414 | 118,349 | ||
Income tax benefit, Percentage | 100.00% | 100.00% | ||
Consolidated Assets: | ' | ' | ||
Total Consolidated Assets | 36,521,510 | 33,117,095 | ||
Assets Percentage | 100.00% | 100.00% | ||
Foreign Tax Authority [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 7,305,516 | 5,444,798 | ||
Sales Revenue Goods Percentage Net | 15.20% | 13.10% | ||
Consolidated Results from Operations: | ' | ' | ||
Total Consolidated Loss from Operations | -266 | -26,329 | ||
Operating Income (Loss), Percentage | 0.00% | 0.60% | ||
Consolidated Net Loss Attributable to Controlling Interests: | ' | ' | ||
Total Consolidated Net Loss Attributable to Controlling Interests | -153,419 | -145,784 | ||
Net Income (Loss) Attributable To Common Shareholders | 1.70% | 2.70% | ||
Consolidated Assets: | ' | ' | ||
Total Consolidated Assets | 2,201,343 | 1,941,537 | ||
Assets Percentage | 6.00% | 5.90% | ||
Domestic Tax Authority [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 40,834,967 | 35,998,196 | ||
Sales Revenue Goods Percentage Net | 84.80% | 86.90% | ||
Consolidated Results from Operations: | ' | ' | ||
Total Consolidated Loss from Operations | -1,319,567 | -4,375,731 | ||
Operating Income (Loss), Percentage | 100.00% | 99.40% | ||
Consolidated Net Loss Attributable to Controlling Interests: | ' | ' | ||
Total Consolidated Net Loss Attributable to Controlling Interests | -8,753,328 | -5,302,973 | ||
Net Income (Loss) Attributable To Common Shareholders | 98.30% | 97.30% | ||
Consolidated Assets: | ' | ' | ||
Total Consolidated Assets | 34,320,167 | 31,175,558 | ||
Assets Percentage | 94.00% | 94.10% | ||
Rum [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 16,643,640 | 15,324,904 | ||
Sales Revenue Goods Percentage Net | 34.60% | 36.90% | ||
Liqueur [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 8,992,277 | 8,803,111 | ||
Sales Revenue Goods Percentage Net | 18.70% | 21.20% | ||
Whiskey [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 13,521,875 | 9,421,168 | ||
Sales Revenue Goods Percentage Net | 28.10% | 22.80% | ||
Vodka [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 2,852,956 | 3,565,070 | ||
Sales Revenue Goods Percentage Net | 5.90% | 8.60% | ||
Tequila [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 218,552 | 242,537 | ||
Sales Revenue Goods Percentage Net | 0.50% | 0.60% | ||
Wine [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | 284,806 | 689,637 | ||
Sales Revenue Goods Percentage Net | 0.60% | 1.70% | ||
Gosling's Stormy Ginger Beer and other [Member] | ' | ' | ||
Consolidated Revenue: | ' | ' | ||
Total Consolidated Revenue | $5,626,377 | [2] | $3,396,567 | [2] |
Sales Revenue Goods Percentage Net | 11.60% | [2] | 8.20% | [2] |
[1] | Sales, net and Cost of sales include excise taxes of $6,420,730 and $5,964,374 for the years ended March 31, 2014 and 2013, respectively. | |||
[2] | Includes related non-beverage alcohol products. |
SUBSEQUENT_EVENTS_Details_Text
SUBSEQUENT EVENTS (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 5 Months Ended | 0 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Mar. 31, 2013 | Nov. 30, 2013 | Mar. 31, 2014 | Apr. 21, 2014 | Apr. 02, 2014 | Jun. 25, 2014 | |
Distribution Agreement [Member] | Distribution Agreement [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Warrants 2011 [Member] | Warrants 2011 [Member] | Distribution Agreement [Member] | |||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 5,394,608 | ' | ' | 1,172,799 |
Proceeds from Issuance of Common Stock | $4,531,643 | $0 | $6,000,000 | $4,531,643 | ' | ' | $1,169,735 |
Payments of Stock Issuance Costs | 184,341 | 0 | ' | 184,341 | ' | ' | 37,295 |
Number of Warrants, Forfeited | ' | ' | ' | ' | ' | 1,657,802 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | 0.38 | ' | ' |
Number of Securities Called by Warrants for Forfeiture | ' | ' | ' | ' | 1,657,802 | ' | ' |
Conversion of Warrants, Shares Issued | ' | ' | ' | ' | 1,657,802 | ' | ' |
Proceeds from Warrant Exercises | $3,848,332 | $0 | ' | ' | $629,965 | ' | ' |