Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Jul. 18, 2016 | Sep. 30, 2015 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | true | ||
Document Period End Date | Mar. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Castle Brands Inc | ||
Entity Central Index Key | 1,311,538 | ||
Current Fiscal Year End Date | --03-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 108,600,000 | ||
Trading Symbol | ROX | ||
Entity Common Stock, Shares Outstanding | 160,558,777 | ||
Amendment Description | Castle Brands Inc. is filing this Form 10-K/A (“Amendment”) to amend its Annual Report on Form 10-K for the fiscal year ended March 31, 2016, filed with the Securities and Exchange Commission (“SEC”) on June 14, 2016 (the “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 2016 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 | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) |
Current Assets | ||
Cash and cash equivalents | $ 1,430,532 | $ 1,191,603 |
Accounts receivable - net of allowance for doubtful accounts of $245,238 and $154,434 at March 31, 2016 and 2015, respectively | 10,410,571 | 10,550,990 |
Due from shareholders and affiliates | 3,279 | 138,750 |
Inventories net of allowance for obsolete and slow moving inventory of $331,008 and $267,557 at March 31, 2016 and 2015, respectively | 27,233,322 | 21,068,241 |
Prepaid expenses and other current assets | 1,611,797 | 1,492,806 |
Total Current Assets | 40,689,501 | 34,442,390 |
Equipment - net | 876,255 | 665,373 |
Intangible assets - net of accumulated amortization of $7,372,585 and $6,713,774 at March 31, 2016 and 2015, respectively | 7,048,302 | 7,683,227 |
Goodwill | 496,226 | 496,226 |
Investment in non-consolidated affiliate, at equity | 518,667 | 0 |
Restricted cash | 345,076 | 329,471 |
Other assets | 300,386 | 385,253 |
Total Assets | 50,274,413 | 44,001,940 |
Current Liabilities | ||
Foreign revolving credit facility | 0 | 34,141 |
Accounts payable | 5,652,260 | 5,753,617 |
Accrued expenses | 4,352,170 | 1,067,460 |
Due to shareholders and affiliates | 1,338,072 | 1,963,883 |
Total Current Liabilities | 11,342,502 | 8,819,101 |
Long-Term Liabilities | ||
Credit facility (including $275,625 of related-party participation at March 31, 2016 and none at March 31, 2015) | 12,088,594 | 10,123,544 |
Bourbon term loan (including $179,063 of related-party participation at March 31, 2015) | 0 | 744,900 |
Notes payable - 5% Convertible notes (including $1,100,000 of related party participation at March 31, 2016 and 2015) | 1,675,000 | 1,675,000 |
Notes payable - GCP Note | 211,580 | 211,580 |
Deferred tax liability | 1,204,000 | 1,333,152 |
Total Liabilities | 26,521,676 | 22,907,277 |
Commitments and Contingencies (Note 14) | ||
Equity | ||
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at March 31, 2016 and 2015 | 0 | 0 |
Common stock, $.01 par value, 300,000,000 shares authorized at March 31, 2016 and 2015, 160,474,777 and 157,187,658 shares issued and outstanding at March 31, 2016 and 2015, respectively | 1,604,748 | 1,571,877 |
Additional paid-in capital | 166,866,671 | 162,626,893 |
Accumulated deficit | (145,878,079) | (143,361,711) |
Accumulated other comprehensive loss | (2,193,794) | (2,285,925) |
Total controlling shareholders’ equity | 20,399,546 | 18,551,134 |
Noncontrolling interests | 3,353,191 | 2,543,529 |
Total Equity | 23,752,737 | 21,094,663 |
Total Liabilities and Equity | $ 50,274,413 | $ 44,001,940 |
Consolidated Balance Sheets _Pa
Consolidated Balance Sheets [Parenthetical] - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Allowance for doubtful accounts receivable (in dollars) | $ 245,238 | $ 154,434 |
Allowance for obsolete and slow moving inventory (in dollars) | 331,008 | 267,557 |
Accumulated amortization of Intangible assets (in dollars) | 7,372,585 | 6,713,774 |
Due to Other Related Parties, Classified, Current | 275,625 | 0 |
Term Loan Related Party Participation (in dollars) | 179,063 | |
Convertible Notes Payable Related Parties Classified Non Current (in dollars) | $ 1,100,000 | $ 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 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common Stock, Shares, Issued | 160,474,777 | 157,187,658 |
Common stock, shares outstanding | 160,474,777 | 157,187,658 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | ||
Sales, net | [1] | $ 72,220,368 | $ 57,457,421 | $ 48,140,483 |
Cost of sales | [1] | 43,666,798 | 35,884,632 | 30,536,667 |
Gross profit | 28,553,570 | 21,572,789 | 17,603,816 | |
Selling expense | 19,222,659 | 15,254,818 | 12,529,684 | |
General and administrative expense | 7,385,851 | 6,488,336 | 5,533,711 | |
Depreciation and amortization | 939,513 | 907,540 | 860,254 | |
Income (loss) from operations | 1,005,547 | (1,077,905) | (1,319,833) | |
Other (expense) income, net | (666) | 16,602 | 0 | |
Income (loss) from equity investment in non-consolidated affiliate | 18,667 | 0 | (502,518) | |
Foreign exchange loss | (190,867) | (4,564) | (284,962) | |
Interest expense, net | (1,088,539) | (1,129,047) | (1,062,219) | |
Net change in fair value of warrant liability | 0 | 0 | (5,392,594) | |
Loss before provision for income taxes | (255,858) | (2,194,914) | (8,562,126) | |
Income tax (expense) benefit, net | (1,450,848) | (1,278,999) | 590,414 | |
Net loss | (1,706,706) | (3,473,913) | (7,971,712) | |
Net income attributable to noncontrolling interests | (809,662) | (325,829) | (935,035) | |
Net loss attributable to controlling interests | (2,516,368) | (3,799,742) | (8,906,747) | |
Dividend to preferred shareholders | 0 | 0 | (384,599) | |
Net loss attributable to common shareholders | $ (2,516,368) | $ (3,799,742) | $ (9,291,346) | |
Net loss per common share, basic and diluted, attributable to common shareholders (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.08) | |
Weighted average shares used in computation, basic and diluted, attributable to common shareholders (in shares) | 159,380,223 | 155,456,341 | 116,511,444 | |
[1] | Sales, net and Cost of sales include excise taxes of $7,451,569, $6,754,453 and $6,420,730 for the years ended March 31, 2016, 2015 and 2014, respectively. |
Consolidated Statements of Ope5
Consolidated Statements of Operations [Parenthetical] - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Excise taxes | $ 7,451,569 | $ 6,754,453 | $ 6,420,730 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Net loss | $ (1,706,706) | $ (3,473,913) | $ (7,971,712) |
Other comprehensive income (loss): | |||
Foreign currency translation adjustment | 92,131 | (561,009) | 193,178 |
Total other comprehensive income (loss): | 92,131 | (561,009) | 193,178 |
Comprehensive loss | $ (1,614,575) | $ (4,034,922) | $ (7,778,534) |
Consolidated Statement of Chang
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, 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 | |||||
Net (loss) income | (3,473,913) | (3,799,742) | 325,829 | ||||
Foreign currency translation adjustment | (561,009) | (561,009) | |||||
Issuance of common stock, net of issuance costs | 3,133,568 | $ 25,379 | 3,108,189 | ||||
Issuance of common stock, net of issuance costs (in shares) | 2,537,924 | ||||||
Exercise of common stock Warrants | 629,965 | $ 16,578 | 613,387 | ||||
Exercise of common stock warrants (in shares) | 1,657,802 | ||||||
Surrender of common stock in connection with exercise of common stock warrants | (31,250) | $ (279) | (30,971) | ||||
Surrender of common stock in connection with exercise of common stock warrants (in shares) | (27,902) | ||||||
Conversion of 5% convertible notes and accrued interest thereon | 451,417 | $ 5,017 | 446,400 | ||||
Conversion of 5% convertible notes and accrued interest thereon (in shares) | 501,574 | ||||||
Exercise of common stock options | 222,984 | $ 6,771 | 216,213 | ||||
Exercise of common stock options (in shares) | 677,127 | ||||||
Stock-based compensation | 787,710 | 787,710 | |||||
BALANCE at Mar. 31, 2015 | 21,094,663 | $ 0 | $ 1,571,877 | 162,626,893 | (143,361,711) | (2,285,925) | 2,543,529 |
BALANCE (in shares) at Mar. 31, 2015 | 0 | 157,187,658 | |||||
Net (loss) income | (1,706,706) | (2,516,368) | 809,662 | ||||
Foreign currency translation adjustment | 92,131 | 92,131 | |||||
Issuance of common stock, net of issuance costs | 3,127,113 | $ 21,193 | 3,105,920 | ||||
Issuance of common stock, net of issuance costs (in shares) | 2,119,282 | ||||||
Exercise of common stock options | 374,980 | $ 10,796 | 364,184 | ||||
Exercise of common stock options (in shares) | 1,079,602 | ||||||
Common stock issued under 2013 incentive compensation plan | 120,000 | $ 882 | 119,118 | ||||
Common stock issued under 2013 incentive compensation plan (in shares) | 88,235 | ||||||
Subsidiary dividend paid to non-controlling interests | (600,000) | (600,000) | |||||
Stock-based compensation | 1,250,556 | 1,250,556 | |||||
BALANCE at Mar. 31, 2016 | $ 23,752,737 | $ 0 | $ 1,604,748 | $ 166,866,671 | $ (145,878,079) | $ (2,193,794) | $ 3,353,191 |
BALANCE (in shares) at Mar. 31, 2016 | 0 | 160,474,777 |
Consolidated Statement of Chan8
Consolidated Statement of Changes in Equity (Parenthetical) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Payments of Stock Issuance Costs | $ 124,876 | $ 186,347 | $ 184,341 |
Convertible Notes Payable [Member] | |||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (1,706,706) | $ (3,473,913) | $ (7,971,712) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 939,513 | 907,540 | 860,254 |
Provision for doubtful accounts | 61,000 | (49,984) | 133,726 |
Amortization of deferred financing costs | 177,127 | 166,942 | 161,178 |
Change in fair value of warrant liability | 0 | 0 | 5,392,594 |
Deferred income tax expense (benefit), net | (129,152) | 288,178 | (590,414) |
Net (income) loss from equity investment in non-consolidated affiliate | (18,667) | 0 | 502,518 |
Effect of changes in foreign currency translation | 190,867 | 4,564 | 284,962 |
Stock-based compensation expense | 1,370,556 | 787,710 | 393,914 |
Addition to provision for obsolete inventories | 200,000 | 281,000 | 200,000 |
Changes in operations, assets and liabilities: | |||
Accounts receivable | 85,040 | (1,671,925) | (1,959,593) |
Due from affiliates | 135,471 | (23,462) | (193,680) |
Inventory | (6,498,338) | (7,223,601) | (1,246,553) |
Prepaid expenses and supplies | (117,258) | 77,587 | (591,188) |
Other assets | (92,260) | (272,000) | (188,867) |
Accounts payable and accrued expenses | 3,163,818 | 1,321,722 | (597,127) |
Accrued interest | 10,579 | 0 | 6,379 |
Due to related parties | (625,812) | 27,642 | (416,064) |
Total adjustments | (1,147,516) | (5,378,087) | 2,152,039 |
NET CASH USED IN OPERATING ACTIVITIES | (2,854,222) | (8,852,000) | (5,819,673) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of equipment | (466,462) | (333,742) | (234,693) |
Acquisition of intangible assets | (23,885) | (160,109) | (26,980) |
Investment in non-consolidated affiliate, at equity | (500,000) | 0 | 0 |
Change in restricted cash | (257) | (929) | 60,137 |
Payments under contingent consideration agreements | 0 | 0 | (5,940) |
NET CASH USED IN INVESTING ACTIVITIES | (990,604) | (494,780) | (207,476) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from (payments on) credit facility | 1,965,050 | 8,170,507 | (4,548,284) |
Payments on Bourbon term loan | (744,900) | (1,270,100) | (481,000) |
(Payments on) proceeds from Junior loan | 0 | (1,250,000) | 1,250,000 |
Proceeds from 5% Convertible notes | 0 | 0 | 2,125,000 |
Net (payments on) proceeds from foreign revolving credit facility | (34,743) | 21,278 | (73,797) |
Proceeds from issuance of common stock | 3,251,989 | 3,319,915 | 4,531,643 |
Payments for costs of stock issuance | (124,876) | (186,347) | (184,341) |
Subsidiary dividend paid to non-controlling interests | (600,000) | 0 | 0 |
Proceeds from exercise of common stock warrants | 0 | 598,715 | 3,848,332 |
Proceeds from exercise of common stock options | 374,980 | 222,984 | 25,976 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 4,087,500 | 9,626,952 | 6,493,529 |
EFFECTS OF FOREIGN CURRENCY TRANSLATION | (3,745) | 2,930 | 2,798 |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 238,929 | 283,102 | 469,178 |
CASH AND CASH EQUIVALENTS - BEGINNING | 1,191,603 | 908,501 | 439,323 |
CASH AND CASH EQUIVALENTS - ENDING | 1,430,532 | 1,191,603 | 908,501 |
Schedule of non-cash investing and financing activities: | |||
Conversion of series A preferred stock to common stock | 0 | 0 | 8,349,539 |
Surrender of common stock in connection with exercise of common stock warrant | 0 | 31,250 | 0 |
Conversion of 5% convertible note, and accrued interest thereon, to common stock | 0 | 451,417 | 0 |
Interest paid | 894,099 | 937,973 | 867,782 |
Income taxes paid | $ 1,079,387 | $ 293,525 | $ 14,848 |
Consolidated Statements of Ca10
Consolidated Statements of Cash Flows [Parenthetical] | Mar. 31, 2016 | Mar. 31, 2015 |
Convertible Notes Payable [Member] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2016 | |
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 B. Organization and operations C. Brands Rum and Ginger Beer ® Whiskey Liqueur Vodka Tequila D. Cash and cash equivalents E. Equity investments F. Trade accounts receivable G. Revenue recognition H. Inventories During the years ended March 31, 2016, 2015 and 2014, the Company recorded an addition to allowances for obsolete and slow moving inventory of $200,000, $281,000 and $200,000, 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 J. Goodwill and other intangible assets 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. An entity may first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used. 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. Under the goodwill qualitative assessment at March 31, 2016 and 2015, various events and circumstances that would affect the estimated fair value of each reporting unit were identified, including, but not limited to: prior years’ impairment testing results, budget to actual results, Company-specific facts and circumstances, industry developments, and the economic environment. Based on this assessment, the Company determined that no quantitative assessment was required. K. Impairment and disposal of long-lived assets L. Shipping and handling M. Excise taxes and duty N. Distributor charges and promotional goods O. Foreign currency P. Fair value of financial instruments 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 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. R. Research and development costs S. Advertising T. Use of estimates Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In January 2016, the FASB issued ASU 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In September 2015, the FASB issued ASU 2015-16, Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments, which requires adjustments to provisional amounts initially recorded in a business combination that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 also requires the disclosure of the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance is effective for the Company beginning April 1, 2016. The Company will apply the guidance prospectively for all business combinations that occur subsequent to the adoption date. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for periods beginning after April 1, 2017, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Upon adoption, the Company will apply the new guidance on a retrospective basis and adjust the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. This guidance is effective for the Company beginning April 1, 2016. In June, 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. This update addresses presentation and subsequent measurement of debt issuance costs related to line-of credit arrangements. Commitment fees paid to the lender represent the benefit of being able to access capital over the contractual term, and therefore, are not in the scope of the new guidance and it is appropriate to present such fees as an asset on the balance sheet, regardless of whether or not there are outstanding borrowings under the revolver. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. V. Accounting standards adopted |
BASIC AND DILUTED NET LOSS PER
BASIC AND DILUTED NET LOSS PER COMMON SHARE | 12 Months Ended |
Mar. 31, 2016 | |
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 notes outstanding. In computing diluted net loss per share for the years ended March 31, 2016, 2015 and 2014, 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 notes is anti-dilutive. Years ended March 31, 2016 2015 2014 Stock options 13,508,086 11,988,188 11,174,007 Warrants to purchase common stock 120,000 1,777,802 5% Convertible notes 1,861,111 1,861,111 2,361,111 Total 15,369,197 13,969,299 15,312,920 |
INVENTORIES
INVENTORIES | 12 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | NOTE 3 INVENTORIES March 31, 2016 2015 Raw materials net $ 11,976,561 $ 9,250,893 Finished goods net 15,256,761 11,817,348 Total $ 27,233,322 $ 21,068,241 As of March 31, 2016 and 2015, 11% and 10%, respectively, of raw materials and 5% and 4%, respectively, of finished goods were located outside of the United States. In the years ended March 31, 2016, 2015 and 2014, the Company acquired $5,441,432, $5,333,763 and $3,343,500 of aged 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, 2016 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Cost and Equity Method Investments Disclosure [Text Block] | NOTE 4 EQUITY INVESTMENT Investment in Gosling-Castle Partners Inc., consolidated For the years ended March 31, 2016, 2015 and 2014, GCP had pretax net income on a stand-alone basis of $3,475,006, $814,573 and $2,337,759, respectively. The Company allocated 40% of this net income, or $1,390,002, $325,829 and $935,035, to non-controlling interest for the years ended March 31, 2016, 2015 and 2014, respectively. Combined with the effects of income tax expense, net, allocated to noncontrolling interests as described in Note 1.Q Income Taxes, the cumulative balance allocated to noncontrolling interests in GCP was $3,353,191 and $2,543,529 at March 31, 2016 and 2015, respectively, as shown on the accompanying consolidated balance sheets. In September 2015, GCP declared and paid a $1,500,000 cash dividend to its shareholders. The Company recorded 60% of this dividend, or $900,000, as a return of capital and a reduction of its investment in GCP, and allocated 40% of this dividend, or $600,000, to noncontrolling interests and a reduction in the additional paid-in capital of GCP. Investment in Copperhead Distillery Company, equity method In June 2015, CB-USA purchased 20% of Copperhead Distillery Company (“Copperhead”) for $500,000. Copperhead owns and operates the Kentucky Artisan Distillery. The investment was part of an agreement to build a new warehouse to store Jefferson’s bourbons, provide distilling capabilities using special mash-bills made from locally grown grains and create a visitor center and store to enhance the consumer experience for the Jefferson’s brand. The investment has been used for the construction of a new warehouse in Crestwood, Kentucky dedicated to the storage of Jefferson’s whiskies. The Company has accounted for this investment under the equity method of accounting. For the initial period ended March 31, 2016, the Company recognized $18,667 of income from this investment. The investment balance was $518,667 at March 31, 2016. |
EQUIPMENT, NET
EQUIPMENT, NET | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 5 EQUIPMENT, NET Equipment consists of the following: March 31, 2016 2015 Equipment and software $ 2,796,064 $ 2,434,340 Furniture and fixtures 112,676 40,898 Leasehold improvements 42,730 2,951,470 2,475,238 Less: accumulated depreciation 2,075,215 1,809,865 Balance $ 876,255 $ 665,373 Depreciation expense for the years ended March 31, 2016, 2015 and 2014 totaled $280,702, $249,683 and $204,180, respectively. |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | NOTE 6 GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill was $496,226 at each of March 31, 2016 and 2015. Intangible assets consist of the following: March 31, 2016 2015 Definite life brands $ 170,000 $ 170,000 Trademarks 631,693 631,693 Rights 8,271,555 8,271,555 Product development 185,207 161,321 Patents 994,000 994,000 Other 55,460 55,460 10,307,915 10,284,029 Less: accumulated amortization 7,372,585 6,713,774 Net 2,935,330 3,570,255 Other identifiable intangible assets indefinite lived* 4,112,972 4,112,972 $ 7,048,302 $ 7,683,227 Accumulated amortization consists of the following: March 31, 2016 2015 Definite life brands $ 170,000 $ 170,000 Trademarks 331,366 295,956 Rights 6,065,111 5,513,162 Product development 29,188 24,002 Patents 776,920 710,654 Other - - Accumulated amortization $ 7,372,585 $ 6,713,774 * Other identifiable intangible assets indefinite lived consists of product formulations and the Company’s relationships with its distillers. Amortization expense for the years ended March 31, 2016, 2015 and 2014 totaled $658,811, $655,769 and $654,005, respectively. Estimated aggregate amortization expense for each of the next five fiscal years is as follows: Years ending March 31, Amount 2017 $ 660,690 2018 660,566 2019 642,233 2020 602,578 2021 49,585 Total $ 2,615,652 |
RESTRICTED CASH
RESTRICTED CASH | 12 Months Ended |
Mar. 31, 2016 | |
Restricted Cash Disclosure [Abstract] | |
Restricted Cash Disclosure [Text Block] | NOTE 7 RESTRICTED CASH At March 31, 2016 and 2015, the Company had €303,890 or $345,076 (translated at the March 31, 2016 exchange rate) and €303,657 or $329,471 (translated at the March 31, 2015 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 8A below. |
NOTES PAYABLE AND CAPITAL LEASE
NOTES PAYABLE AND CAPITAL LEASE | 12 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt, Unclassified [Abstract] | |
Long-term Debt [Text Block] | NOTE 8 NOTES PAYABLE AND CAPITAL LEASE March 31, 2016 2015 Notes payable consist of the following: Foreign revolving credit facilities (A) $ $ 34,141 Note payable GCP note (B) 211,580 211,580 Credit facility (C) 12,088,594 10,123,544 Bourbon term loan (D) 744,900 5% Convertible notes (E) 1,675,000 1,675,000 Total $ 13,975,174 $ 12,789,165 A. The Company has arranged various facilities aggregating €303,890 or $345,076 (translated at the March 31, 2016 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 €0 and €31,466 or $34,141 (translated at the March 31, 2015 exchange rate), at March 31, 2016 and 2015, 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, 2016 and 2015, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2016 and 2015, $211,580 of principal due on the GCP Note was included in long-term liabilities. C. In August 2011, the Company and CB-USA entered into a loan agreement with Keltic Financial Partners II, LP (“Keltic”), which, as amended, provides for availability (subject to certain terms and conditions) of a facility of up to $19.0 million (the “Credit Facility”) for the purpose of providing the Company with working capital. In September 2014, the Company and CB-USA entered into an Amended and Restated Loan and Security Agreement (as amended, the “Amended Agreement”) with ACF FinCo I LP (“ACF”), as successor in interest to Keltic, in order to amend certain terms of the Credit Facility and the Bourbon Term Loan (defined below). Among other changes, the Amended Agreement modified certain aspects of the existing Credit Facility, including increasing the maximum amount of the Credit Facility from $8,000,000 to $12,000,000 and increasing the inventory sub-limit from $4,000,000 to $6,000,000. In addition, the term of the Credit Facility was extended from December 31, 2016 to July 31, 2019. The Credit Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. As of March 31, 2016, the Credit Facility interest rate was 6.00%. The monthly facility fee is 0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with the execution of the Amended Agreement. In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company, Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company, is a director and Phillip Frost M.D. is a principal shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated Term Note; and (iii) an Amended and Restated Revolving Credit Note. In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a party to the Subordination Agreement. In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”) to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit 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%. As of March 31, 2016, the interest rate applicable to the Purchased Inventory Sublimit was 7.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen and Alfred J. Small, to allow for the sale of participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. The participation agreement provides that ACF’s commitment to fund each advance of the Purchased Inventory Sublimit shall be limited to seventy percent (70%), up to an aggregate maximum principal amount for all advances equal to $4,900,000. Neither the Company nor CB-USA is a party to the participation agreement. However, the Company and CB-USA are party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Company and CB-USA were obligated to pay the junior participants a closing fee of $18,000 on the effective date of the Loan Agreement Amendment and are obligated to pay a commitment fee of $18,000 on each anniversary of the effective date until the junior participants’ obligations are terminated pursuant to the participation agreement. The Company and CB-USA are referred to individually and collectively as the Borrower. Pursuant to the Loan Agreement Amendment, the Company and CB-USA may borrow up to the lesser of (x) $19,000,000 and (y) the sum of the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the year ended March 31, 2016, the Company paid interest at 6% through August 9, 2015, then 5.75% through December 15, 2015, then 6% through March 31, 2016. For the year ended March 31, 2015, the Company paid interest at 6.0%. For the year ended March 31, 2016, the Company paid interest at 7.5% through December 15, 2015, and then at 7.75% through March 31, 2016 on the Purchased Inventory Sublimit. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Credit Facility. After the occurrence and during the continuance of any “Default” or “Event of Default” (as defined under the Amended Agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Credit Facility interest rate. There have been no Events of Default under the Credit Facility. ACF also receives 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) in addition to the facility fee with respect to the Purchased Inventory Sublimit. The Amended Agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The Amended 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. The obligations of the Borrower under the Loan Agreement Amendment are secured by the grant of a pledge and security interest in all of the assets of the Borrower. At March 31, 2016, the Company was in compliance, in all respects, with the covenants under the Amended Agreement. In August 2015, the Company used $3,000,000 of the Purchased Inventory Sublimit to acquire aged bourbon inventory. Frost Gamma Investments Trust ($150,000), Mark E. Andrews, III ($50,000), Richard J. Lampen ($100,000) and Alfred J. Small ($15,000) each acquired participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum. At March 31, 2016 and 2015, $12,088,594 and $10,123,544, respectively, due on the Credit Facility was included in long-term liabilities. At March 31, 2016 and 2015, there was $6,911,406 and $1,876,456, respectively, in potential availability under the Credit Facility. 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. 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 Bourbon Term Loan interest rate was the rate that, when annualized, was the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of March 31, 2015, the Company paid interest of 7.5%. 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 amount 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), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000) (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants received interest at the rate of 11% per annum. Neither the Company nor CB-USA was a party to the Participation Agreement. However, the Borrower was party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Borrower was obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. The balance on the Bourbon Term Loan included in notes payable totaled $744,900 at March 31, 2015. In May 2015, the Bourbon Term Loan was paid in full in accordance with its terms. E. In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers party thereto, under which the Company issued an aggregate initial principal amount of $2,125,000 of unsecured subordinated notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly, 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 included 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), Dennis Scholl ($100,000), and Vector Group Ltd. ($200,000). 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 ACF and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. In the year ended March 31, 2015, Convertible Note holders converted $450,000 of Convertible Notes and $1,417 of accrued interest thereon into 501,574 shares of common stock. At each of March 31, 2016 and 2015, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. Payments due on notes payable are as follows: Years ending March 31, Amount 2017 $ 2018 2019 1,675,000 2020 12,088,594 2021 211,580 Thereafter Total $ 13,975,174 |
EQUITY
EQUITY | 12 Months Ended |
Mar. 31, 2016 | |
Stockholders Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9 EQUITY Equity distribution agreement Sales of the Shares pursuant to the 2014 Distribution Agreement, if any, 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 of the Shares may be sold in privately negotiated transactions. Under the 2014 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 2014 Distribution Agreement. Also, the Company will reimburse Barrington for certain expenses incurred in connection with the matters contemplated by the 2014 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 2014 Distribution Agreement. During the year ended March 31, 2016, the Company sold 2,119,282 Shares pursuant to the 2014 Distribution Agreement, with total gross proceeds of $3,251,989, before deducting sales agent and issuance costs of $124,876. From November 2014 through March 31, 2015, the Company sold 1,290,581 Shares pursuant to the 2014 Distribution Agreement, with total gross proceeds of $2,088,674, before deducting sales agent and offering expenses of $122,149. In November 2013, the Company entered into an Equity Distribution Agreement (the "2013 Distribution Agreement") with Barrington, as sales agent, under which the Company could issue and sell over time and from time to time, to or through Barrington, Shares of its common stock having a gross sales price of up to $6.0 million. In the three months ended June 30, 2014, the Company sold 1,247,343 Shares pursuant to the 2013 Distribution Agreement, with total gross proceeds of $1,231,241, before deducting sales agent and offering expenses of $64,198. No Shares were sold in the nine-month period from July 1, 2014 through March 31, 2015 under the 2013 Distribution Agreement. The 2013 Distribution Agreement expired in August 2014 upon the expiration of the Company’s Registration Statement on Form S-3 under which the shares were sold. Preferred stock dividends 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 Convertible Notes conversion Convertible Note holders converted $450,000 of Convertible Notes and $1,417 of accrued Subsidiary dividend |
FOREIGN CURRENCY FORWARD CONTRA
FOREIGN CURRENCY FORWARD CONTRACTS | 12 Months Ended |
Mar. 31, 2016 | |
Foreign Currency [Abstract] | |
Foreign Currency Disclosure [Text Block] | NOTE 10 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, 2016 and 2015, 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, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 11 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 2013 through 2016 remain open to examination by federal and state tax jurisdictions. The Company has various foreign subsidiaries for which tax years 2010 through 2016 remain open to examination in certain foreign tax jurisdictions. The Company’s income tax expense for the years ended March 31, 2016 and 2015 and the Company’s income tax benefit for the year ended March 31, 2014 consist 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, 2016, the Company had federal net operating loss carryforwards of approximately $83,960,000 for U.S. tax purposes, which expire through 2036, and foreign net operating loss carryforwards of approximately $20,100,000, 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 $129,814 for the year ended March 31, 2016, $90,466 for the year ended March 31, 2015 and $168,233 for the year ended March 31, 2014. The Company did not have any undistributed earnings from foreign subsidiaries at March 31, 2016 and 2015. Provision for (benefit from) income taxes consist of the following: Federal State and Local Total March 31, 2016: Current $ 1,183,000 $ 397,000 $ 1,580,000 Deferred (148,152 ) 19,000 (129,152 ) Total $ 1,034,848 $ 416,000 $ 1,450,848 March 31, 2015: Current $ 608,589 $ 382,232 $ 990,821 Deferred 214,958 73,220 288,178 Total $ 823,547 $ 455,452 $ 1,278,999 March 31, 2014: Current $ $ 31,068 $ 31,068 Deferred (550,482 ) (71,000 ) (621,482 ) Total $ (550,482 ) $ (39,932 ) $ (590,414 ) For the year ended March 31, 2015 the Company incurred $19,501 in interest and penalties which has been included in general and administrative expense on the accompanying consolidated statements of operations. The following table reconciles the effective income tax rate and the federal statutory rate of 34%. Years ended March 31, 2016 2015 2014 % % % Computed expected tax benefit, at 34% (34.00) (34.00) (34.00) Permanent items 176.0 3.10 0.80 Change in valuation allowance 371.5 81.8 5.80 Net change in fair value of warrant liability 0.00 0.00 25.20 Effect of foreign rate differential 12.20 1.80 0.50 Intercompany profit 13.90 2.60 (0.50) Other 0.0 0.0 3.10 State and local taxes, net of federal benefit 27.5 3.0 (7.76) Income tax expense (benefit) 567.10 58.30 (6.86) The Company revised its prior years presentation of the reconciliation of the effective income tax rate to conform to the current year presentation. 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). The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities are presented below. March 31, 2016 2015 Deferred income tax assets: Foreign currency transactions $ 144,000 $ 74,000 Accounts receivable 103,000 67,000 Inventory 857,000 588,000 Stock based compensation 679,000 522,000 Net operating loss carryforwards U.S. 33,585,000 32,676,000 Net operating loss carryforwards foreign 2,003,000 1,990,000 Other 2,000 2,000 Total gross assets 37,373,000 35,919,000 Less: Valuation allowance (37,355,000 ) (35,882,000 ) Net deferred asset $ 18,000 $ 37,000 Deferred income tax liability: Intangible assets acquired in acquisition of subsidiary $ (629,444 ) $ (629,444 ) Intangible assets acquired in investment in GCP (592,556 ) (740,708 ) Net deferred income tax liability $ (1,222,000 ) $ (1,370,152 ) The Company revised its schedule of tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities to conform to the current year presentation. 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. The Company recognized the $473,330 benefit in provision for income taxes as an expense for the year ended March 31, 2015. 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, 2016, 2015 and 2014 reflect the impact of this valuation allowance reversal and change in estimate. The valuation allowance for deferred tax assets as of March 31, 2016 and 2015 was approximately $37,355,000 and $35,882,000, respectively. The net change in the total valuation allowance for the years ended March 31, 2016 and 2015 was $1,473,000 and $1,163,000, 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. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 12 Months Ended |
Mar. 31, 2016 | |
Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | NOTE 12 STOCK-BASED COMPENSATION A. Stock Incentive Plan As established, there were 2,000,000 shares of common stock available for distribution under the 2003 Plan. In January 2009, the Company’s shareholders approved an amendment to the 2003 Plan to increase the number of shares available under the 2003 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 an aggregate of 10,000,000 shares of the Company’s stock 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, 2016, 5,233,000 shares had been issued under the 2013 Plan, with 4,767,000 shares remaining available for issuance. Stock-based compensation expense for the years ended March 31, 2016, 2015 and 2014 amounted to $1,370,556, $787,710 and $393,914, respectively, of which $493,666, $178,137 and $81,567, respectively, is included in selling expense and $876,890, $609,573 and $312,347, respectively, is included in general and administrative expense for the years ended March 31, 2016, 2015 and 2014, respectively. At March 31, 2016, total unrecognized compensation cost amounted to approximately $3,199,593, representing 5,576,273 unvested options. This cost is expected to be recognized over a weighted-average period of 2.25 years. There were 1,079,602, 677,127 options and 80,758 options exercised during the years ended March 31, 2016, 2015 and 2014, respectively. The Company did not recognize any related tax benefit for the years ended March 31, 2016, 2015 and 2014, as the effects were de minimis. Years ended March 31, 2016 2015 2014 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 11,988,188 $ 0.58 11,174,007 $ 0.51 8,120,765 $ 0.64 Granted 2,622,500 1.63 2,525,000 1.04 3,300,000 0.43 Exercised (1,079,602 ) 0.35 (677,127 ) 0.33 (80,758 ) 0.32 Forfeited (23,000 ) 4.30 (1,033,692 ) 1.10 (166,000 ) 5.79 Outstanding and expected to vest at end of period 13,508,086 $ 0.79 11,988,188 $ 0.58 11,174,007 $ 0.51 Exercisable at period end 7,931,813 $ 0.53 7,064,133 $ 0.49 5,511,447 $ 0.63 Weighted average fair value of grants during the period $ 1.07 $ 0.65 $ 0.26 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 $0.25 326,900 2.49 326,900 $ 0.22 $ 235,437 $0.26 $0.40 7,757,186 5.24 6,549,913 0.34 3,954,614 $0.41 $1.00 2,273,500 8.26 529,000 1.00 $1.01 $2.00 3,027,500 8.90 403,000 1.34 $6.01 $7.00 17,000 0.98 17,000 6.36 $7.01 $8.00 98,500 0.28 98,500 7.21 $8.01 $9.00 7,500 0.85 7,500 9.00 13,508,086 6.46 7,931,813 $ 0.53 $ 4,190,051 Total stock options exercisable as of March 31, 2016 were 7,931,813. The weighted average exercise price of these options was $0.53. The weighted average remaining life of the options outstanding was 6.46 years and of the options exercisable was 5.10 years. Weighted Average Exercise Shares Price 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 $ 0.32 Granted 2,525,000 1.04 Canceled or expired (954,083 ) 0.44 Vested (2,309,422 ) 0.41 Unvested at March 31, 2015 4,924,055 $ 0.70 Granted 2,622,500 1.63 Canceled or expired (12,000 ) 0.97 Vested (1,958,282 ) 0.70 Unvested at March 31, 2016 5,576,273 $ 1.17 The fair value of each award under the 2003 and 2013 Plans 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. March 31, 2016 2015 2014 Risk-free interest rate 1.39% - 1.81 % 1.47% - 1.76 % 0.86% - 1.85 % Expected option life in years 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Expected stock price volatility 70% - 73 % 74% - 77 % 65% - 76 % Expected dividend yield 0 % 0 % 0 % B. Warrants 2011 Warrants issued in connection with the Series A Preferred Stock The warrants issued in connection with the Series A Preferred Stock (the “2011 Warrants”) 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. 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. At Conversion Stock price $ 0.92 Risk-free interest rate 0.61 % Expected option life in years 2.63 Expected stock price volatility 55 % Expected dividend yield 0 % 2011 Warrants exercised For the year ended March 31, 2016, 120,000 warrant shares expired unexercised. Weighted Average Exercise Price Warrants Per Warrant 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 $ 0.90 Granted Exercised (1,657,802 ) 0.38 Forfeited Warrants outstanding and exercisable, March 31, 2015 120,000 $ 8.00 Granted Exercised Forfeited (120,000 ) 8.00 Warrants outstanding and exercisable, March 31, 2016 $ |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 13 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 served as a director of the Company until March 26, 2015. 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. Pallini is no longer a related party effective April 1, 2015. For the years ended March 31, 2015 and 2014, the Company purchased goods from Pallini for $3,840,446 and $3,467,812, respectively. As of March 31, 2015 and 2014, Pallini owed the Company $138,750 and $115,288, 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, 2015 and 2014, the Company was indebted to Pallini for $511,146 and $229,557, 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, 2016, 2015 and 2014, Vector Group was paid $85,396, $135,475 and $104,746, 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, 2016, 2015 and 2014, LTS was paid $131,054, $210,875 and $126,000, 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 four 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 8C, in March 2013, the Company entered into a Participation Agreement with certain related parties. As described in Notes 8D and 8E, 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, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 14 COMMITMENTS AND CONTINGENCIES A. The Company has entered into a supply agreement with an Irish distiller (“Irish Distillery”), 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. The Irish Distillery 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 the Irish Distillery 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, 2016, the Company has contracted to purchase approximately €883,673 or $946,661 (translated at the March 31, 2016 exchange rate) in bulk Irish whiskey, of which €783,469, or $889,653, has been purchased as of March 31, 2016. For the contract year ending June 30, 2017, the Company has contracted to purchase approximately €900,386 or $1,022,415 (translated at the March 31, 2016 exchange rate) in bulk Irish whiskey. The Company is not obligated to pay the Irish Distillery for any product not yet received. During the term of this supply agreement, the Irish Distillery has the right to limit additional purchases above the commitment amount. B. The Company has also entered into a supply agreement with the Irish Distillery, 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. The Irish Distillery 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 the Irish Distillery 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, 2016, the Company has contracted to purchase approximately €343,787 or $390,380 (translated at the March 31, 2016 exchange rate) in bulk Irish whiskey, of which €288,781, or $327,920, has been purchased as of March 31, 2016. For the year ending June 30, 2017, the Company has contracted to purchase approximately €394,961 or $448,490 (translated at the March 31, 2016 exchange rate) in bulk Irish whiskey. The Company is not obligated to pay the Irish Distillery for any product not yet received. During the term of this supply agreement, the Irish Distillery has the right to limit additional purchases above the commitment amount. C. The Company has entered into a supply agreement with a bourbon distiller, which provides for the production of newly distilled bourbon whiskey through December 31, 2019. Under this agreement, the distiller provides the Company with an agreed upon amount of original proof gallons of newly distilled bourbon whiskey, subject to certain annual adjustments. For the contract year ended December 31, 2015, the Company contracted and purchased approximately $1,643,000 in newly distilled bourbon. For the contract year ending December 31, 2016, the Company contracted to purchase approximately $2,053,750 in newly distilled bourbon, none of which had been purchased as of March 31, 2016. The Company is not obligated to pay the distiller for any product not yet received. During the term of this supply agreement, the distiller has the right to limit additional purchases to ten percent above the commitment amount. D. The Company has a distribution agreement with an international supplier to be the sole-producer of Celtic Honey, one of the Company’s products, for an indefinite period. E. 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 February 29, 2020 and provides for monthly payments of $26,255. The Dublin lease commenced on March 1, 2009 and extends through October 31, 2016 and provides for monthly payments of €1,100 or $1,249 (translated at the March 31, 2016 exchange rate). The Houston, TX lease commenced on April 27, 2015 and extends through June 26, 2018 and provides for monthly payments of $3,440. 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 2017 $ 365,089 2018 364,829 2019 341,079 2020 310,322 Total $ 1,381,319 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 $335,047, $359,714 and $356,280 for the years ended March 31, 2016, 2015 and 2014, respectively, and is included in general and administrative expense. F. 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, 2016, 2015 and 2014, the sellers earned $0, $0 and $5,940, respectively, under this agreement. G. As described in Note 8C, in August 2011, the Company and CB-USA entered into the Credit Facility, as amended in July 2012, March 2013, August 2013, November 2013, August 2014, September 2014 and August 2015. H. Except as set forth below, the Company believes that neither it nor any of its subsidiaries is currently subject to litigation which, in the opinion of management after consultation with counsel, is likely to have a material adverse effect on the Company. The Company may become involved in litigation from time to time relating to claims arising in the ordinary course of its business. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial resources. |
CONCENTRATIONS
CONCENTRATIONS | 12 Months Ended |
Mar. 31, 2016 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | NOTE 15 CONCENTRATIONS A. Credit Risk B. Customers |
GEOGRAPHIC INFORMATION
GEOGRAPHIC INFORMATION | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | NOTE 16 GEOGRAPHIC INFORMATION The Company operates in one reportable segment the sale of premium beverage alcohol. The Company’s product categories are rum, whiskey, liqueurs, vodka, tequila and related non-alcoholic beverage products. 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 sales, net, consolidated income (loss) from operations, consolidated net loss attributable to controlling interests, consolidated income tax (expense) benefit and consolidated assets from the U.S. and foreign countries and consolidated sales, net by category. Years ended March 31, 2016 2015 2014 Consolidated Sales, net: International $ 9,302,134 12.9 % $ 7,938,393 13.8 % $ 7,305,516 15.2 % United States 62,918,234 87.1 % 49,519,028 86.2 % 40,834,967 84.8 % Total Consolidated Sales, net $ 72,220,368 100.0 % $ 57,457,421 100.0 % $ 48,140,483 100.0 % Consolidated Income (Loss) from Operations: International $ (34,268 ) (3.4 )% $ 17,172 (1.6 )% $ (266 ) 0.0 % United States 1,039,815 103.4 % (1,095,077 ) 101.6 % (1,319,567 ) 100.0 % Total Consolidated Income (Loss) from Operations $ 1,005,547 100.0 % $ (1,077,905 ) 100.0 % $ (1,319,833 ) 100.0 % Consolidated Net Loss Attributable to Controlling Interests: International $ 11,490 (0.5 )% $ (101,453 ) 2.7 % $ (153,419 ) 1.7 % United States (2,527,858 ) 100.5 % (3,698,289 ) 97.3 % (8,753,328 ) 98.3 % Total Consolidated Net Loss Attributable to Controlling Interests $ (2,516,368 ) 100.0 % $ (3,799,742 ) 100.0 % $ (8,906,747 ) 100.0 % Income tax (expense) benefit, net: United States $ (1,450,848 ) 100.0 % $ (1,278,999 ) 100.0 % $ 590,414 100.0 % Consolidated Sales, net by category: Rum $ 18,858,554 26.1 % $ 16,998,034 29.6 % $ 16,643,640 34.6 % Whiskey 26,009,839 36.0 % 19,147,028 33.3 % 13,521,875 28.1 % Liqueurs 8,567,121 11.9 % 8,756,376 15.2 % 8,992,277 18.7 % Vodka 2,364,429 3.3 % 2,413,994 4.2 % 2,852,956 5.9 % Tequila 198,330 0.3 % 208,845 0.4 % 218,552 0.5 % Wine 0.0 % 0.0 % 284,806 0.6 % Related Non-Alcoholic Beverage Products 16,222,095 22.5 % 9,933,144 17.3 % 5,626,377 11.6 % Total Consolidated Sales, net $ 72,220,368 100.0 % $ 57,457,421 100.0 % $ 48,140,483 100.0 % As of March 31, 2016 2015 Consolidated Assets: International $ 2,786,333 5.5 % $ 2,052,583 4.7 % United States 47,506,080 94.5 % 41,986,357 95.3 % Total Consolidated Assets $ 50,292,413 100.0 % $ 44,038,940 100.0 % |
QUARTERLY FINANCIAL DATA
QUARTERLY FINANCIAL DATA | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | NOTE 17 QUARTERLY FINANCIAL DATA 1st 2nd 3rd 4th Fiscal 2016: Sales, net $ 16,513,079 $ 18,536,509 $ 17,207,372 $ 19,963,408 Gross profit 6,627,314 7,056,402 6,702,095 8,167,759 Net (loss) income $ (850,144 ) $ (682,057 ) $ (595,911 ) $ 421,406 Net (income) loss attributable to noncontrolling interests (273,518 ) (329,214 ) (211,792 ) 4,862 Net (loss) income attributable to controlling interests (1,123,662 ) (1,011,271 ) (807,703 ) 426,268 Net (loss) income attributable to common stockholders $ (1,123,662 ) $ (1,011,271 ) $ (807,703 ) $ 426,268 Net (loss) income per common share, basic, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.01 ) $ 0.00 Net (loss) income per common share, diluted, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.01 ) $ 0.00 Weighted average shares used in computation, basic, attributable to common shareholders 157,535,571 159,774,811 160,031,891 160,167,121 Weighted average shares used in computation, diluted, attributable to common shareholders 157,535,571 159,774,811 160,031,891 167,331,808 1st 2nd 3rd 4th Fiscal 2015: Sales, net $ 11,982,199 $ 13,381,704 $ 15,936,514 $ 16,157,004 Gross profit 4,546,654 4,883,673 5,994,860 6,147,602 Net loss $ (1,190,495 ) $ (869,464 ) $ (311,886 ) $ (1,102,068 ) Net (income) loss attributable to noncontrolling interests (305,336 ) (211,049 ) (279,110 ) 469,666 Net loss attributable to controlling interests (1,495,831 ) (1,080,513 ) (590,996 ) (632,402 ) Net loss attributable to common stockholders $ (1,495,831 ) $ (1,080,513 ) $ (590,996 ) $ (632,402 ) Net loss per common share, basic and diluted, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) Weighted average shares used in computation, basic and diluted, attributable to common shareholders 153,929,182 155,189,679 155,838,146 156,882,587 |
ORGANIZATION AND SUMMARY OF S28
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | A. Description of business |
Organization and Operation [Policy Text Block] | B. Organization and operations |
Brands [Policy Text Block] | C. Brands Rum and Ginger Beer ® Whiskey Liqueur Vodka Tequila |
Cash and Cash Equivalents, Policy [Policy Text Block] | D. Cash and cash equivalents |
Equity Method Investments, Policy [Policy Text Block] | E. Equity investments |
Trade and Other Accounts Receivable, Policy [Policy Text Block] | F. Trade accounts receivable |
Revenue Recognition, Policy [Policy Text Block] | G. Revenue recognition |
Inventory, Policy [Policy Text Block] | H. Inventories During the years ended March 31, 2016, 2015 and 2014, the Company recorded an addition to allowances for obsolete and slow moving inventory of $200,000, $281,000 and $200,000, 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 |
Goodwill and Intangible Assets, Policy [Policy Text Block] | J. Goodwill and other intangible assets 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. An entity may first assess qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to be necessary, the two-step impairment test shall be used. 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. Under the goodwill qualitative assessment at March 31, 2016 and 2015, various events and circumstances that would affect the estimated fair value of each reporting unit were identified, including, but not limited to: prior years’ impairment testing results, budget to actual results, Company-specific facts and circumstances, industry developments, and the economic environment. Based on this assessment, the Company determined that no quantitative assessment was required. |
Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block] | K. Impairment and disposal of long-lived assets |
Shipping and Handling Cost, Policy [Policy Text Block] | L. Shipping and handling |
Excise Taxes and Duty [Policy Text Block] | M. Excise taxes and duty |
Distributor Charges And Promotional Goods [Policy Text Block] | N. Distributor charges and promotional goods |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | O. Foreign currency |
Fair Value Of Financial Instruments, Policy [Policy Text Block] | P. Fair value of financial instruments 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 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. |
Research and Development Expense, Policy [Policy Text Block] | R. Research and development costs |
Advertising Costs, Policy [Policy Text Block] | S. Advertising |
Use of Estimates, Policy [Policy Text Block] | T. Use of estimates |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent accounting pronouncements In February 2016, the FASB issued ASU 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In January 2016, the FASB issued ASU 2016-01, Financial InstrumentsOverall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which amends the guidance in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current guidance primarily affect the accounting for equity investments, financial liabilities under the fair value option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for fiscal years and interim periods beginning after December 15, 2017, and upon adoption, an entity should apply the amendments by means of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in which the guidance is effective. Early adoption is not permitted except for the provision to record fair value changes for financial liabilities under the fair value option resulting from instrument-specific credit risk in other comprehensive income. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In September 2015, the FASB issued ASU 2015-16, Business Combination (Topic 805): Simplifying the Accounting for Measurement Period Adjustments, which requires adjustments to provisional amounts initially recorded in a business combination that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. ASU 2015-16 also requires the disclosure of the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The guidance is effective for the Company beginning April 1, 2016. The Company will apply the guidance prospectively for all business combinations that occur subsequent to the adoption date. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The new guidance must be applied on a prospective basis and is effective for periods beginning after April 1, 2017, with early adoption permitted. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected. Upon adoption, the Company will apply the new guidance on a retrospective basis and adjust the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance. This guidance is effective for the Company beginning April 1, 2016. In June, 2015, the FASB issued ASU No. 2015-15, Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement at June 18, 2015 EITF Meeting. This update addresses presentation and subsequent measurement of debt issuance costs related to line-of credit arrangements. Commitment fees paid to the lender represent the benefit of being able to access capital over the contractual term, and therefore, are not in the scope of the new guidance and it is appropriate to present such fees as an asset on the balance sheet, regardless of whether or not there are outstanding borrowings under the revolver. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, to clarify the principles for recognizing revenue. This guidance includes the required steps to achieve the core principle that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This guidance is effective for fiscal years beginning after December 15, 2017. The Company is currently evaluating the new guidance to determine the impact the adoption of this guidance will have on the Company’s results of operations, cash flows and financial condition. |
Accounting Standards Adopted Policy [Policy Text Block] | V. Accounting standards adopted |
BASIC AND DILUTED NET LOSS PE29
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
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, 2016 2015 2014 Stock options 13,508,086 11,988,188 11,174,007 Warrants to purchase common stock 120,000 1,777,802 5% Convertible notes 1,861,111 1,861,111 2,361,111 Total 15,369,197 13,969,299 15,312,920 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | March 31, 2016 2015 Raw materials net $ 11,976,561 $ 9,250,893 Finished goods net 15,256,761 11,817,348 Total $ 27,233,322 $ 21,068,241 |
EQUIPMENT, NET (Tables)
EQUIPMENT, NET (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Equipment consists of the following: March 31, 2016 2015 Equipment and software $ 2,796,064 $ 2,434,340 Furniture and fixtures 112,676 40,898 Leasehold improvements 42,730 2,951,470 2,475,238 Less: accumulated depreciation 2,075,215 1,809,865 Balance $ 876,255 $ 665,373 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Intangible assets consist of the following: March 31, 2016 2015 Definite life brands $ 170,000 $ 170,000 Trademarks 631,693 631,693 Rights 8,271,555 8,271,555 Product development 185,207 161,321 Patents 994,000 994,000 Other 55,460 55,460 10,307,915 10,284,029 Less: accumulated amortization 7,372,585 6,713,774 Net 2,935,330 3,570,255 Other identifiable intangible assets indefinite lived* 4,112,972 4,112,972 $ 7,048,302 $ 7,683,227 * Other identifiable intangible assets indefinite lived consists of product formulations and the Company’s relationships with its distillers. |
Accumulated Amortization [Table Text Block] | Accumulated amortization consists of the following: March 31, 2016 2015 Definite life brands $ 170,000 $ 170,000 Trademarks 331,366 295,956 Rights 6,065,111 5,513,162 Product development 29,188 24,002 Patents 776,920 710,654 Other - - Accumulated amortization $ 7,372,585 $ 6,713,774 |
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 2017 $ 660,690 2018 660,566 2019 642,233 2020 602,578 2021 49,585 Total $ 2,615,652 |
NOTES PAYABLE AND CAPITAL LEA33
NOTES PAYABLE AND CAPITAL LEASE (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Long-Term Debt, Unclassified [Abstract] | |
Schedule Of Notes Payable and Credit Facility [Table Text Block] | March 31, 2016 2015 Notes payable consist of the following: Foreign revolving credit facilities (A) $ $ 34,141 Note payable GCP note (B) 211,580 211,580 Credit facility (C) 12,088,594 10,123,544 Bourbon term loan (D) 744,900 5% Convertible notes (E) 1,675,000 1,675,000 Total $ 13,975,174 $ 12,789,165 A. The Company has arranged various facilities aggregating €303,890 or $345,076 (translated at the March 31, 2016 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 €0 and €31,466 or $34,141 (translated at the March 31, 2015 exchange rate), at March 31, 2016 and 2015, 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, 2016 and 2015, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2016 and 2015, $211,580 of principal due on the GCP Note was included in long-term liabilities. C. In August 2011, the Company and CB-USA entered into a loan agreement with Keltic Financial Partners II, LP (“Keltic”), which, as amended, provides for availability (subject to certain terms and conditions) of a facility of up to $19.0 million (the “Credit Facility”) for the purpose of providing the Company with working capital. In September 2014, the Company and CB-USA entered into an Amended and Restated Loan and Security Agreement (as amended, the “Amended Agreement”) with ACF FinCo I LP (“ACF”), as successor in interest to Keltic, in order to amend certain terms of the Credit Facility and the Bourbon Term Loan (defined below). Among other changes, the Amended Agreement modified certain aspects of the existing Credit Facility, including increasing the maximum amount of the Credit Facility from $8,000,000 to $12,000,000 and increasing the inventory sub-limit from $4,000,000 to $6,000,000. In addition, the term of the Credit Facility was extended from December 31, 2016 to July 31, 2019. The Credit Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. As of March 31, 2016, the Credit Facility interest rate was 6.00%. The monthly facility fee is 0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with the execution of the Amended Agreement. In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company, Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company, is a director and Phillip Frost M.D. is a principal shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated Term Note; and (iii) an Amended and Restated Revolving Credit Note. In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a party to the Subordination Agreement. In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”) to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit 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%. As of March 31, 2016, the interest rate applicable to the Purchased Inventory Sublimit was 7.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen and Alfred J. Small, to allow for the sale of participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. The participation agreement provides that ACF’s commitment to fund each advance of the Purchased Inventory Sublimit shall be limited to seventy percent (70%), up to an aggregate maximum principal amount for all advances equal to $4,900,000. Neither the Company nor CB-USA is a party to the participation agreement. However, the Company and CB-USA are party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Company and CB-USA were obligated to pay the junior participants a closing fee of $18,000 on the effective date of the Loan Agreement Amendment and are obligated to pay a commitment fee of $18,000 on each anniversary of the effective date until the junior participants’ obligations are terminated pursuant to the participation agreement. The Company and CB-USA are referred to individually and collectively as the Borrower. Pursuant to the Loan Agreement Amendment, the Company and CB-USA may borrow up to the lesser of (x) $19,000,000 and (y) the sum of the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the year ended March 31, 2016, the Company paid interest at 6% through August 9, 2015, then 5.75% through December 15, 2015, then 6% through March 31, 2016. For the year ended March 31, 2015, the Company paid interest at 6.0%. For the year ended March 31, 2016, the Company paid interest at 7.5% through December 15, 2015, and then at 7.75% through March 31, 2016 on the Purchased Inventory Sublimit. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Credit Facility. After the occurrence and during the continuance of any “Default” or “Event of Default” (as defined under the Amended Agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Credit Facility interest rate. There have been no Events of Default under the Credit Facility. ACF also receives 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) in addition to the facility fee with respect to the Purchased Inventory Sublimit. The Amended Agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The Amended 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. The obligations of the Borrower under the Loan Agreement Amendment are secured by the grant of a pledge and security interest in all of the assets of the Borrower. At March 31, 2016, the Company was in compliance, in all respects, with the covenants under the Amended Agreement. In August 2015, the Company used $3,000,000 of the Purchased Inventory Sublimit to acquire aged bourbon inventory. Frost Gamma Investments Trust ($150,000), Mark E. Andrews, III ($50,000), Richard J. Lampen ($100,000) and Alfred J. Small ($15,000) each acquired participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum. At March 31, 2016 and 2015, $12,088,594 and $10,123,544, respectively, due on the Credit Facility was included in long-term liabilities. At March 31, 2016 and 2015, there was $6,911,406 and $1,876,456, respectively, in potential availability under the Credit Facility. 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. 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 Bourbon Term Loan interest rate was the rate that, when annualized, was the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of March 31, 2015, the Company paid interest of 7.5%. 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 amount 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), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000) (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants received interest at the rate of 11% per annum. Neither the Company nor CB-USA was a party to the Participation Agreement. However, the Borrower was party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Borrower was obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. The balance on the Bourbon Term Loan included in notes payable totaled $744,900 at March 31, 2015. In May 2015, the Bourbon Term Loan was paid in full in accordance with its terms. E. In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers party thereto, under which the Company issued an aggregate initial principal amount of $2,125,000 of unsecured subordinated notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly, 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 included 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), Dennis Scholl ($100,000), and Vector Group Ltd. ($200,000). 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 ACF and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. In the year ended March 31, 2015, Convertible Note holders converted $450,000 of Convertible Notes and $1,417 of accrued interest thereon into 501,574 shares of common stock. At each of March 31, 2016 and 2015, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. |
Schedule of Maturities of Long-term Debt [Table Text Block] | Payments due on notes payable are as follows: Years ending March 31, Amount 2017 $ 2018 2019 1,675,000 2020 12,088,594 2021 211,580 Thereafter Total $ 13,975,174 |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | Provision for (benefit from) income taxes consist of the following: Federal State and Local Total March 31, 2016: Current $ 1,183,000 $ 397,000 $ 1,580,000 Deferred (148,152 ) 19,000 (129,152 ) Total $ 1,034,848 $ 416,000 $ 1,450,848 March 31, 2015: Current $ 608,589 $ 382,232 $ 990,821 Deferred 214,958 73,220 288,178 Total $ 823,547 $ 455,452 $ 1,278,999 March 31, 2014: Current $ $ 31,068 $ 31,068 Deferred (550,482 ) (71,000 ) (621,482 ) Total $ (550,482 ) $ (39,932 ) $ (590,414 ) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The following table reconciles the effective income tax rate and the federal statutory rate of 34%. Years ended March 31, 2016 2015 2014 % % % Computed expected tax benefit, at 34% (34.00) (34.00) (34.00) Permanent items 176.0 3.10 0.80 Change in valuation allowance 371.5 81.8 5.80 Net change in fair value of warrant liability 0.00 0.00 25.20 Effect of foreign rate differential 12.20 1.80 0.50 Intercompany profit 13.90 2.60 (0.50) Other 0.0 0.0 3.10 State and local taxes, net of federal benefit 27.5 3.0 (7.76) Income tax expense (benefit) 567.10 58.30 (6.86) |
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, 2016 2015 Deferred income tax assets: Foreign currency transactions $ 144,000 $ 74,000 Accounts receivable 103,000 67,000 Inventory 857,000 588,000 Stock based compensation 679,000 522,000 Net operating loss carryforwards U.S. 33,585,000 32,676,000 Net operating loss carryforwards foreign 2,003,000 1,990,000 Other 2,000 2,000 Total gross assets 37,373,000 35,919,000 Less: Valuation allowance (37,355,000 ) (35,882,000 ) Net deferred asset $ 18,000 $ 37,000 Deferred income tax liability: Intangible assets acquired in acquisition of subsidiary $ (629,444 ) $ (629,444 ) Intangible assets acquired in investment in GCP (592,556 ) (740,708 ) Net deferred income tax liability $ (1,222,000 ) $ (1,370,152 ) |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
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, 2016: 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 $0.25 326,900 2.49 326,900 $ 0.22 $ 235,437 $0.26 $0.40 7,757,186 5.24 6,549,913 0.34 3,954,614 $0.41 $1.00 2,273,500 8.26 529,000 1.00 $1.01 $2.00 3,027,500 8.90 403,000 1.34 $6.01 $7.00 17,000 0.98 17,000 6.36 $7.01 $8.00 98,500 0.28 98,500 7.21 $8.01 $9.00 7,500 0.85 7,500 9.00 13,508,086 6.46 7,931,813 $ 0.53 $ 4,190,051 |
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, 2016, 2015 and 2014: Weighted Average Exercise Shares Price 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 $ 0.32 Granted 2,525,000 1.04 Canceled or expired (954,083 ) 0.44 Vested (2,309,422 ) 0.41 Unvested at March 31, 2015 4,924,055 $ 0.70 Granted 2,622,500 1.63 Canceled or expired (12,000 ) 0.97 Vested (1,958,282 ) 0.70 Unvested at March 31, 2016 5,576,273 $ 1.17 |
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, 2016 2015 2014 Risk-free interest rate 1.39% - 1.81 % 1.47% - 1.76 % 0.86% - 1.85 % Expected option life in years 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Expected stock price volatility 70% - 73 % 74% - 77 % 65% - 76 % Expected dividend yield 0 % 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 Stock price $ 0.92 Risk-free interest rate 0.61 % Expected option life in years 2.63 Expected stock price volatility 55 % Expected dividend yield 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, 2013 11,904,925 $ 0.46 Granted Exercised (10,127,123 ) 0.38 Forfeited Warrants outstanding and exercisable, March 31, 2014 1,777,802 $ 0.90 Granted Exercised (1,657,802 ) 0.38 Forfeited Warrants outstanding and exercisable, March 31, 2015 120,000 $ 8.00 Granted Exercised Forfeited (120,000 ) 8.00 Warrants outstanding and exercisable, March 31, 2016 $ |
Stock options [Member] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the options outstanding under the 2003 and 2013 Plans is as follows: Years ended March 31, 2016 2015 2014 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 11,988,188 $ 0.58 11,174,007 $ 0.51 8,120,765 $ 0.64 Granted 2,622,500 1.63 2,525,000 1.04 3,300,000 0.43 Exercised (1,079,602 ) 0.35 (677,127 ) 0.33 (80,758 ) 0.32 Forfeited (23,000 ) 4.30 (1,033,692 ) 1.10 (166,000 ) 5.79 Outstanding and expected to vest at end of period 13,508,086 $ 0.79 11,988,188 $ 0.58 11,174,007 $ 0.51 Exercisable at period end 7,931,813 $ 0.53 7,064,133 $ 0.49 5,511,447 $ 0.63 Weighted average fair value of grants during the period $ 1.07 $ 0.65 $ 0.26 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
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 2017 $ 365,089 2018 364,829 2019 341,079 2020 310,322 Total $ 1,381,319 |
GEOGRAPHIC INFORMATION (Tables)
GEOGRAPHIC INFORMATION (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | The following table sets forth the amounts and percentage of consolidated sales, net, consolidated income (loss) from operations, consolidated net loss attributable to controlling interests, consolidated income tax (expense) benefit and consolidated assets from the U.S. and foreign countries and consolidated sales, net by category. Years ended March 31, 2016 2015 2014 Consolidated Sales, net: International $ 9,302,134 12.9 % $ 7,938,393 13.8 % $ 7,305,516 15.2 % United States 62,918,234 87.1 % 49,519,028 86.2 % 40,834,967 84.8 % Total Consolidated Sales, net $ 72,220,368 100.0 % $ 57,457,421 100.0 % $ 48,140,483 100.0 % Consolidated Income (Loss) from Operations: International $ (34,268 ) (3.4 )% $ 17,172 (1.6 )% $ (266 ) 0.0 % United States 1,039,815 103.4 % (1,095,077 ) 101.6 % (1,319,567 ) 100.0 % Total Consolidated Income (Loss) from Operations $ 1,005,547 100.0 % $ (1,077,905 ) 100.0 % $ (1,319,833 ) 100.0 % Consolidated Net Loss Attributable to Controlling Interests: International $ 11,490 (0.5 )% $ (101,453 ) 2.7 % $ (153,419 ) 1.7 % United States (2,527,858 ) 100.5 % (3,698,289 ) 97.3 % (8,753,328 ) 98.3 % Total Consolidated Net Loss Attributable to Controlling Interests $ (2,516,368 ) 100.0 % $ (3,799,742 ) 100.0 % $ (8,906,747 ) 100.0 % Income tax (expense) benefit, net: United States $ (1,450,848 ) 100.0 % $ (1,278,999 ) 100.0 % $ 590,414 100.0 % Consolidated Sales, net by category: Rum $ 18,858,554 26.1 % $ 16,998,034 29.6 % $ 16,643,640 34.6 % Whiskey 26,009,839 36.0 % 19,147,028 33.3 % 13,521,875 28.1 % Liqueurs 8,567,121 11.9 % 8,756,376 15.2 % 8,992,277 18.7 % Vodka 2,364,429 3.3 % 2,413,994 4.2 % 2,852,956 5.9 % Tequila 198,330 0.3 % 208,845 0.4 % 218,552 0.5 % Wine 0.0 % 0.0 % 284,806 0.6 % Related Non-Alcoholic Beverage Products 16,222,095 22.5 % 9,933,144 17.3 % 5,626,377 11.6 % Total Consolidated Sales, net $ 72,220,368 100.0 % $ 57,457,421 100.0 % $ 48,140,483 100.0 % As of March 31, 2016 2015 Consolidated Assets: International $ 2,786,333 5.5 % $ 2,052,583 4.7 % United States 47,506,080 94.5 % 41,986,357 95.3 % Total Consolidated Assets $ 50,292,413 100.0 % $ 44,038,940 100.0 % |
QUARTERLY FINANCIAL DATA (Table
QUARTERLY FINANCIAL DATA (Tables) | 12 Months Ended |
Mar. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | 1st 2nd 3rd 4th Fiscal 2016: Sales, net $ 16,513,079 $ 18,536,509 $ 17,207,372 $ 19,963,408 Gross profit 6,627,314 7,056,402 6,702,095 8,167,759 Net (loss) income $ (850,144 ) $ (682,057 ) $ (595,911 ) $ 421,406 Net (income) loss attributable to noncontrolling interests (273,518 ) (329,214 ) (211,792 ) 4,862 Net (loss) income attributable to controlling interests (1,123,662 ) (1,011,271 ) (807,703 ) 426,268 Net (loss) income attributable to common stockholders $ (1,123,662 ) $ (1,011,271 ) $ (807,703 ) $ 426,268 Net (loss) income per common share, basic, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.01 ) $ 0.00 Net (loss) income per common share, diluted, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.01 ) $ 0.00 Weighted average shares used in computation, basic, attributable to common shareholders 157,535,571 159,774,811 160,031,891 160,167,121 Weighted average shares used in computation, diluted, attributable to common shareholders 157,535,571 159,774,811 160,031,891 167,331,808 1st 2nd 3rd 4th Fiscal 2015: Sales, net $ 11,982,199 $ 13,381,704 $ 15,936,514 $ 16,157,004 Gross profit 4,546,654 4,883,673 5,994,860 6,147,602 Net loss $ (1,190,495 ) $ (869,464 ) $ (311,886 ) $ (1,102,068 ) Net (income) loss attributable to noncontrolling interests (305,336 ) (211,049 ) (279,110 ) 469,666 Net loss attributable to controlling interests (1,495,831 ) (1,080,513 ) (590,996 ) (632,402 ) Net loss attributable to common stockholders $ (1,495,831 ) $ (1,080,513 ) $ (590,996 ) $ (632,402 ) Net loss per common share, basic and diluted, attributable to common shareholders $ (0.01 ) $ (0.01 ) $ (0.00 ) $ (0.00 ) Weighted average shares used in computation, basic and diluted, attributable to common shareholders 153,929,182 155,189,679 155,838,146 156,882,587 |
ORGANIZATION AND SUMMARY OF S39
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
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 | $ 281,000 | $ 200,000 |
Property, Plant and Equipment, Depreciation Methods | straight-line method | ||
Property, Plant and Equipment, Estimated Useful Lives | three to five years | ||
Shipping, Handling and Transportation Costs | $ 2,635,430 | 2,574,471 | 1,879,881 |
Advertising Expense | 4,960,301 | 3,184,392 | 2,052,819 |
Allowance for Doubtful Accounts Receivable | $ 61,000 | $ 236,000 | $ 403,409 |
BASIC AND DILUTED NET LOSS PE40
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details) - shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Common shares not included in calculating diluted net loss per share | 15,369,197 | 13,969,299 | 15,312,920 |
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 | 13,508,086 | 11,988,188 | 11,174,007 |
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 | 0 | 120,000 | 1,777,802 |
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 | 1,861,111 | 1,861,111 | 2,361,111 |
BASIC AND DILUTED NET LOSS PE41
BASIC AND DILUTED NET LOSS PER COMMON SHARE (Details Textual) | Mar. 31, 2016 | Mar. 31, 2015 |
Convertible Notes Payable [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | 5.00% |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Inventory [Line Items] | ||
Raw materials - net | $ 11,976,561 | $ 9,250,893 |
Finished goods - net | 15,256,761 | 11,817,348 |
Total | $ 27,233,322 | $ 21,068,241 |
INVENTORIES (Details Textual)
INVENTORIES (Details Textual) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Inventory [Line Items] | |||
Percentage Of Raw Materials Located Outside United States | 11.00% | 10.00% | |
Percentage Of Finished Goods Located Outside United States | 5.00% | 4.00% | |
Payments To Acquire Inventory | $ 5,441,432 | $ 5,333,763 | $ 3,343,500 |
EQUITY INVESTMENT (Details Text
EQUITY INVESTMENT (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Income (Loss) From Equity Method Investments | $ 18,667 | $ 0 | $ (502,518) | ||||||||||
Investment in non-consolidated affiliate, at equity | $ 518,667 | $ 0 | 518,667 | 0 | |||||||||
Payments of Ordinary Dividends, Noncontrolling Interest | 600,000 | 0 | 0 | ||||||||||
Stockholders Equity Attributable To Noncontrolling Interest | 3,353,191 | 2,543,529 | 3,353,191 | 2,543,529 | |||||||||
Net Income (Loss) Attributable To Noncontrolling Interest | 4,862 | $ (211,792) | $ (329,214) | $ (273,518) | 469,666 | $ (279,110) | $ (211,049) | $ (305,336) | 809,662 | 325,829 | 935,035 | ||
Gosling-Castle Partners, Inc [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Subsidiary Dividend | $ 1,500,000 | ||||||||||||
Percentage of Subsidiary Dividend Allocated To Noncontrolling Interests | 40.00% | ||||||||||||
Payments of Ordinary Dividends, Noncontrolling Interest | $ 600,000 | ||||||||||||
Income (Loss) from Subsidiaries, before Tax | 3,475,006 | 814,573 | 2,337,759 | ||||||||||
Stockholders Equity Attributable To Noncontrolling Interest | 3,353,191 | $ 2,543,529 | 3,353,191 | 2,543,529 | |||||||||
Percentage Of Subsidiary Dividend Allocated | 60.00% | ||||||||||||
Investment Income, Dividend | $ 900,000 | ||||||||||||
Net Income (Loss) Attributable To Noncontrolling Interest | $ 1,390,002 | $ 325,829 | $ 935,035 | ||||||||||
Gosling-Castle Partners, Inc [Member] | Noncontrolling Interest [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Deferred Income Tax Expense Benefit, Minority Interest Percentage | 40.00% | ||||||||||||
Copperhead Distillery Company [Member] | |||||||||||||
Schedule of Equity Method Investments [Line Items] | |||||||||||||
Payment To Acquire Finished Goods | $ 500,000 | ||||||||||||
Equity Method Investment, Ownership Percentage | 20.00% | 20.00% | |||||||||||
Income (Loss) From Equity Method Investments | $ 18,667 | ||||||||||||
Investment in non-consolidated affiliate, at equity | $ 518,667 | $ 518,667 |
EQUIPMENT, NET (Details)
EQUIPMENT, NET (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Equipment and software | $ 2,796,064 | $ 2,434,340 |
Furniture and fixtures | 112,676 | 40,898 |
Leasehold improvements | 42,730 | 0 |
Property, Plant and Equipment, Gross | 2,951,470 | 2,475,238 |
Less: accumulated depreciation | 2,075,215 | 1,809,865 |
Balance | $ 876,255 | $ 665,373 |
EQUIPMENT, NET (Details Textual
EQUIPMENT, NET (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation | $ 280,702 | $ 249,683 | $ 204,180 |
GOODWILL AND INTANGIBLE ASSET47
GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||
Definite life brands | $ 170,000 | $ 170,000 | |
Trademarks | 631,693 | 631,693 | |
Rights | 8,271,555 | 8,271,555 | |
Product development | 185,207 | 161,321 | |
Patents | 994,000 | 994,000 | |
Other | 55,460 | 55,460 | |
Finite-Lived Intangible Assets, Gross | 10,307,915 | 10,284,029 | |
Less: accumulated amortization | 7,372,585 | 6,713,774 | |
Net | 2,935,330 | 3,570,255 | |
Other identifiable intangible assets - indefinite lived | [1] | 4,112,972 | 4,112,972 |
Total intangible assets, net | $ 7,048,302 | $ 7,683,227 | |
[1] | Other identifiable intangible assets indefinite lived consists of product formulations and the Company’s relationships with its distillers. |
GOODWILL AND INTANGIBLE ASSET48
GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 7,372,585 | $ 6,713,774 |
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 | 331,366 | 295,956 |
Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | 6,065,111 | 5,513,162 |
Product development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | 29,188 | 24,002 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | 776,920 | 710,654 |
Other [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Accumulated amortization | $ 0 | $ 0 |
GOODWILL AND INTANGIBLE ASSET49
GOODWILL AND INTANGIBLE ASSETS (Details 2) | Mar. 31, 2016USD ($) |
Goodwill [Line Items] | |
2,017 | $ 660,690 |
2,018 | 660,566 |
2,019 | 642,233 |
2,020 | 602,578 |
2,021 | 49,585 |
Total | $ 2,615,652 |
GOODWILL AND INTANGIBLE ASSET50
GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of Intangible Assets | $ 658,811 | $ 655,769 | $ 654,005 |
Goodwill | $ 496,226 | $ 496,226 |
RESTRICTED CASH (Details Textua
RESTRICTED CASH (Details Textual) | Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) | Mar. 31, 2015USD ($) | Mar. 31, 2015EUR (€) |
Restricted Cash and Cash Equivalents Items [Line Items] | ||||
Restricted Cash and Cash Equivalents, Noncurrent | $ 345,076 | € 303,890 | $ 329,471 | € 303,657 |
NOTES PAYABLE AND CAPITAL LEA52
NOTES PAYABLE AND CAPITAL LEASE (Details) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 | |
Debt Instrument [Line Items] | |||
Notes payable and credit facility | $ 13,975,174 | $ 12,789,165 | |
Foreign revolving credit facilities [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable and credit facility | [1] | 0 | 34,141 |
Note payable - GCP note [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable and credit facility | [2] | 211,580 | 211,580 |
Credit facility [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable and credit facility | [3] | 12,088,594 | 10,123,544 |
Bourbon term loan [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable and credit facility | [4] | 0 | 744,900 |
5% Convertible notes [Member] | |||
Debt Instrument [Line Items] | |||
Notes payable and credit facility | [5] | $ 1,675,000 | $ 1,675,000 |
[1] | The Company has arranged various facilities aggregating €303,890 or $345,076 (translated at the March 31, 2016 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 €0 and €31,466 or $34,141 (translated at the March 31, 2015 exchange rate), at March 31, 2016 and 2015, respectively. | ||
[2] | 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, 2016 and 2015, $10,579 of accrued interest was converted to amounts due to affiliates. At March 31, 2016 and 2015, $211,580 of principal due on the GCP Note was included in long-term liabilities. | ||
[3] | In August 2011, the Company and CB-USA entered into a loan agreement with Keltic Financial Partners II, LP (“Keltic”), which, as amended, provides for availability (subject to certain terms and conditions) of a facility of up to $19.0 million (the “Credit Facility”) for the purpose of providing the Company with working capital. In September 2014, the Company and CB-USA entered into an Amended and Restated Loan and Security Agreement (as amended, the “Amended Agreement”) with ACF FinCo I LP (“ACF”), as successor in interest to Keltic, in order to amend certain terms of the Credit Facility and the Bourbon Term Loan (defined below). Among other changes, the Amended Agreement modified certain aspects of the existing Credit Facility, including increasing the maximum amount of the Credit Facility from $8,000,000 to $12,000,000 and increasing the inventory sub-limit from $4,000,000 to $6,000,000. In addition, the term of the Credit Facility was extended from December 31, 2016 to July 31, 2019. The Credit Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. As of March 31, 2016, the Credit Facility interest rate was 6.00%. The monthly facility fee is 0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with the execution of the Amended Agreement. In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company, Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company, is a director and Phillip Frost M.D. is a principal shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated Term Note; and (iii) an Amended and Restated Revolving Credit Note. In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a party to the Subordination Agreement. In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”) to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit 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%. As of March 31, 2016, the interest rate applicable to the Purchased Inventory Sublimit was 7.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen and Alfred J. Small, to allow for the sale of participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. The participation agreement provides that ACF’s commitment to fund each advance of the Purchased Inventory Sublimit shall be limited to seventy percent (70%), up to an aggregate maximum principal amount for all advances equal to $4,900,000. Neither the Company nor CB-USA is a party to the participation agreement. However, the Company and CB-USA are party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Company and CB-USA were obligated to pay the junior participants a closing fee of $18,000 on the effective date of the Loan Agreement Amendment and are obligated to pay a commitment fee of $18,000 on each anniversary of the effective date until the junior participants’ obligations are terminated pursuant to the participation agreement. The Company and CB-USA are referred to individually and collectively as the Borrower. Pursuant to the Loan Agreement Amendment, the Company and CB-USA may borrow up to the lesser of (x) $19,000,000 and (y) the sum of the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the year ended March 31, 2016, the Company paid interest at 6% through August 9, 2015, then 5.75% through December 15, 2015, then 6% through March 31, 2016. For the year ended March 31, 2015, the Company paid interest at 6.0%. For the year ended March 31, 2016, the Company paid interest at 7.5% through December 15, 2015, and then at 7.75% through March 31, 2016 on the Purchased Inventory Sublimit. Interest is payable monthly in arrears, on the first day of every month on the average daily unpaid principal amount of the Credit Facility. After the occurrence and during the continuance of any “Default” or “Event of Default” (as defined under the Amended Agreement), the Borrower is required to pay interest at a rate that is 3.25% per annum above the then applicable Credit Facility interest rate. There have been no Events of Default under the Credit Facility. ACF also receives 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) in addition to the facility fee with respect to the Purchased Inventory Sublimit. The Amended Agreement contains standard borrower representations and warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The Amended 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. The obligations of the Borrower under the Loan Agreement Amendment are secured by the grant of a pledge and security interest in all of the assets of the Borrower. At March 31, 2016, the Company was in compliance, in all respects, with the covenants under the Amended Agreement. In August 2015, the Company used $3,000,000 of the Purchased Inventory Sublimit to acquire aged bourbon inventory. Frost Gamma Investments Trust ($150,000), Mark E. Andrews, III ($50,000), Richard J. Lampen ($100,000) and Alfred J. Small ($15,000) each acquired participation interests in the Purchased Inventory Sublimit and the inventory purchased with the proceeds thereof. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum. At March 31, 2016 and 2015, $12,088,594 and $10,123,544, respectively, due on the Credit Facility was included in long-term liabilities. At March 31, 2016 and 2015, there was $6,911,406 and $1,876,456, respectively, in potential availability under the Credit Facility. | ||
[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. 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 Bourbon Term Loan interest rate was the rate that, when annualized, was the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of March 31, 2015, the Company paid interest of 7.5%. 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 amount 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), Mark E. Andrews, III ($50,000) and an affiliate of Richard J. Lampen ($50,000) (amounts shown are initial purchase amounts). Under the terms of the Participation Agreement, the junior participants received interest at the rate of 11% per annum. Neither the Company nor CB-USA was a party to the Participation Agreement. However, the Borrower was party to a fee letter with the junior participants (including the related party junior participants) pursuant to which the Borrower was obligated to pay the junior participants an aggregate commitment fee of $45,000 in three equal annual installments of $15,000. The balance on the Bourbon Term Loan included in notes payable totaled $744,900 at March 31, 2015. In May 2015, the Bourbon Term Loan was paid in full in accordance with its terms. | ||
[5] | In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement (the “Note Purchase Agreement”) with the purchasers party thereto, under which the Company issued an aggregate initial principal amount of $2,125,000 of unsecured subordinated notes (the “Convertible Notes”). The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly, 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 included 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), Dennis Scholl ($100,000), and Vector Group Ltd. ($200,000). 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 ACF and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. In the year ended March 31, 2015, Convertible Note holders converted $350,000 of Convertible Notes and $787 of accrued interest thereon into 389,676 shares of common stock. At each of March 31, 2016 and 2015, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. |
NOTES PAYABLE AND CAPITAL LEA53
NOTES PAYABLE AND CAPITAL LEASE (Details 1) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
2,017 | $ 0 | |
2,018 | 0 | |
2,019 | 1,675,000 | |
2,020 | 12,088,594 | |
2,021 | 211,580 | |
Thereafter | 0 | |
Total | $ 13,975,174 | $ 12,789,165 |
NOTES PAYABLE AND CAPITAL LEA54
NOTES PAYABLE AND CAPITAL LEASE (Details Textual) | Aug. 09, 2015 | Dec. 15, 2015 | Aug. 31, 2015USD ($) | Sep. 30, 2014USD ($) | Oct. 31, 2013USD ($)$ / shares | Sep. 30, 2014USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($)shares | Mar. 31, 2016EUR (€) | Dec. 31, 2015 | Mar. 31, 2015EUR (€) | Aug. 31, 2013USD ($) | Mar. 31, 2013USD ($) | Aug. 31, 2011USD ($) | Dec. 31, 2009USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate At Period End | 5.00% | ||||||||||||||
Notes Payable, Noncurrent | $ 211,580 | $ 211,580 | |||||||||||||
Debt Instrument, Interest Rate During Period | 6.00% | 5.75% | 6.00% | 6.00% | |||||||||||
Line Of Credit, Current | $ 0 | $ 34,141 | € 0 | € 31,466 | |||||||||||
Term Loan | 0 | 744,900 | $ 2,496,000 | ||||||||||||
Commitment Fee Payable | 45,000 | ||||||||||||||
Commitment Fee Annual Installment Amount | $ 15,000 | ||||||||||||||
Unsecured debt | $ 2,125,000 | ||||||||||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 20 days | ||||||||||||||
Convertible Notes Payable, Noncurrent | $ 1,675,000 | 1,675,000 | |||||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | 450,000 | ||||||||||||||
Debt Instrument, Fee Amount | $ 45,000 | ||||||||||||||
Purchased Inventory Sublimit | Purchased Inventory Sublimit shall be limited to seventy percent (70%) | ||||||||||||||
Proceeds from Related Party Debt | $ 4,900,000 | ||||||||||||||
Commitment Fee | 18,000 | ||||||||||||||
Due to Other Related Parties, Classified, Current | 275,625 | 0 | |||||||||||||
Used Purchased Inventory Sublimit Amount To Acquire Inventory | 3,000,000 | ||||||||||||||
Closing Fee Payable | 18,000 | ||||||||||||||
Line of Credit Facility, Remaining Borrowing Capacity | 6,911,406 | $ 1,876,456 | |||||||||||||
Convertible Subordinated Debt [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.90 | ||||||||||||||
Subordinated Borrowing, Interest Rate | 5.00% | ||||||||||||||
Convertible Notes Payable [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Convertible, If-converted Value in Excess of Principal | $ 50,000 | ||||||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 250.00% | ||||||||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | shares | 501,574 | ||||||||||||||
Debt Instrument, Increase, Accrued Interest | $ 1,417 | ||||||||||||||
Purchase Inventory Sublimit [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 19,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 7.75% | 7.75% | 7.50% | ||||||||||||
Percentage of Monthly Fee | 0.75% | ||||||||||||||
Monthly Facility Fee | $ 2,000 | ||||||||||||||
GCP Note [Member] | |||||||||||||||
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 | ||||||||||||
Credit Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate During Period | 3.25% | ||||||||||||||
Long-term Debt, Gross | $ 12,088,594 | $ 10,123,544 | |||||||||||||
Line of Credit Facility, Amendment Fees, Amount | $ 120,000 | ||||||||||||||
Annual Facility Fee Receivables Description | ACF also receives 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) | ||||||||||||||
Credit Facility [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Asset Restrictions | 4,000,000 | ||||||||||||||
Credit Facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line of Credit Facility, Asset Restrictions | 6,000,000 | ||||||||||||||
Keltic Facility [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 19,000,000 | ||||||||||||||
Line Of Credit Facility, Interest Rate Description | The monthly facility fee is 0.75% per annum of the maximum Credit Facility. | interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. | |||||||||||||
Annual Facility Fee Receivables Description | ACF also receives 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) | ||||||||||||||
Irish Bank [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 345,076 | € 303,890 | |||||||||||||
Line Of Credit Facility, Interest Rate During Period | 1.70% | ||||||||||||||
Bourbon Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Interest Rate Description | The Bourbon Term Loan interest rate was the rate that, when annualized, was the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of March 31, 2015, the Company paid interest of 7.5%. | ||||||||||||||
Bourbon Term Loan [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 2,500,000 | ||||||||||||||
Bourbon Term Loan [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Debt, Gross | $ 4,000,000 | ||||||||||||||
Junior Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | 11.00% | |||||||||||||
Dr. Phillip Frost [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | $ 500,000 | ||||||||||||||
Mark E. Andrews [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | 50,000 | ||||||||||||||
Richard J. Lampen [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | 50,000 | ||||||||||||||
Glenn Halpryn [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | 200,000 | ||||||||||||||
Dennis Scholl [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | 100,000 | ||||||||||||||
Vector Group Ltd. [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Notes Payable, Noncurrent | 200,000 | ||||||||||||||
Frost Gamma Investments Trust [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term Loan | 500,000 | ||||||||||||||
Due to Other Related Parties, Classified, Current | 150,000 | ||||||||||||||
Mark E Andrews Iii [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term Loan | 50,000 | ||||||||||||||
Due to Other Related Parties, Classified, Current | 50,000 | ||||||||||||||
Affiliate Of Richard J Lampen [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term Loan | 50,000 | ||||||||||||||
Due to Other Related Parties, Classified, Current | 100,000 | ||||||||||||||
Alfred J. Small [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Due to Other Related Parties, Classified, Current | $ 15,000 | ||||||||||||||
Participation Agreement [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 11.00% | ||||||||||||||
Participation Agreement [Member] | Bourbon Term Loan [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Term Loan | $ 750,000 | ||||||||||||||
First Amendment [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 7,000,000 | ||||||||||||||
First Amendment [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Line of Credit | 12,000,000 | ||||||||||||||
First Amendment [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Long-term Line of Credit | $ 19,000,000 | ||||||||||||||
Second Amendment [Member] | Credit Facility [Member] | Minimum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 8,000,000 | $ 8,000,000 | |||||||||||||
Second Amendment [Member] | Credit Facility [Member] | Maximum [Member] | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Line Of Credit Facility, Maximum Borrowing Capacity | $ 12,000,000 | $ 12,000,000 |
EQUITY (Details Textual)
EQUITY (Details Textual) - USD ($) | Feb. 11, 2014 | Sep. 30, 2015 | Nov. 30, 2014 | Feb. 24, 2014 | Nov. 30, 2013 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 |
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 3,251,989 | $ 3,319,915 | $ 4,531,643 | |||||||
Stock Issued During Period, Value, New Issues | 3,127,113 | 3,133,568 | 4,347,302 | |||||||
Payments of Stock Issuance Costs | $ 124,876 | $ 186,347 | 184,341 | |||||||
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 450,000 | |||||||||
Preferred Stock, Shares Outstanding | 0 | 0 | 0 | |||||||
Payments of Ordinary Dividends, Noncontrolling Interest | $ 600,000 | $ 0 | 0 | |||||||
Gosling-Castle Partners, Inc [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Percentage of Subsidiary Dividend Allocated To Noncontrolling Interests | 40.00% | |||||||||
Subsidiary Dividend | $ 1,500,000 | |||||||||
Payments of Ordinary Dividends, Noncontrolling Interest | $ 600,000 | |||||||||
Convertible Note One [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Stock Issued During Period, Value, Conversion of Convertible Securities | $ 450,000 | |||||||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 501,574 | |||||||||
Debt Conversion, Original Debt, Interest Amount | $ 1,417 | |||||||||
Distribution Agreement 2014 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 10,000,000 | |||||||||
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 2014 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 2014 Distribution Agreement. | |||||||||
Stock Issued During Period, Shares, New Issues | 1,290,581 | 2,119,282 | ||||||||
Stock Issued During Period, Value, New Issues | $ 2,088,674 | $ 3,251,989 | ||||||||
Payments of Stock Issuance Costs | $ 122,149 | $ 124,876 | ||||||||
Distribution Agreement 2013 [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Proceeds from Issuance of Common Stock | $ 6,000,000 | |||||||||
Stock Issued During Period, Shares, New Issues | 1,247,343 | |||||||||
Stock Issued During Period, Value, New Issues | $ 1,231,241 | |||||||||
Payments of Stock Issuance Costs | $ 64,198 | |||||||||
Series A Convertible Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Preferred Stock, Dividend Rate, Percentage | 10.00% | |||||||||
Dividends, Preferred Stock, Stock | $ 384,599 | |||||||||
Series A Preferred Stock [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | 430 | 25,760,881 | ||||||||
Conversion of Stock, Shares Issued | 1,704,729 | |||||||||
Preferred Stock, Par Or Stated Value Per Share (in dollars per share) | $ 0.01 | |||||||||
Preferred Stock, Dividend Rate, Per-Dollar-Amount | $ 1,000 | |||||||||
Preferred Stock, Shares Outstanding | 6,271 |
PROVISION FOR INCOME TAXES (Det
PROVISION FOR INCOME TAXES (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Provision For Income Taxes [Line Items] | |||
Federal, Current | $ 1,183,000 | $ 608,589 | $ 0 |
Federal, Deferred | (148,152) | 214,958 | (550,482) |
Federal, Total | 1,034,848 | 823,547 | (550,482) |
State and Local, Current | 397,000 | 382,232 | 31,068 |
State and Local, Deferred | 19,000 | 73,220 | (71,000) |
State and Local, Total | 416,000 | 455,452 | (39,932) |
Total, Current | 1,580,000 | 990,821 | 31,068 |
Total, Deferred | (129,152) | 288,178 | (621,482) |
Total | $ 1,450,848 | $ 1,278,999 | $ (590,414) |
PROVISION FOR INCOME TAXES (D57
PROVISION FOR INCOME TAXES (Details 1) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Provision For Income Taxes [Line Items] | |||
Computed expected tax benefit, at 34% | (34.00%) | (34.00%) | (34.00%) |
Permanent items | 176.00% | 3.10% | 0.80% |
Change in valuation allowance | 371.50% | 81.80% | 5.80% |
Net change in fair value of warrant liability | 0.00% | 0.00% | 25.20% |
Effect of foreign rate differential | 12.20% | 1.80% | 0.50% |
Intercompany profit | 13.90% | 2.60% | (0.50%) |
Other | 0.00% | 0.00% | 3.10% |
State and local taxes, net of federal benefit | 27.50% | 3.00% | (7.76%) |
Income tax expense (benefit) | 567.10% | 58.30% | (6.86%) |
PROVISION FOR INCOME TAXES (D58
PROVISION FOR INCOME TAXES (Details 2) - USD ($) | Mar. 31, 2016 | Mar. 31, 2015 |
Deferred income tax assets: | ||
Foreign currency transactions | $ 144,000 | $ 74,000 |
Accounts receivable | 103,000 | 67,000 |
Inventory | 857,000 | 588,000 |
Stock based compensation | 679,000 | 522,000 |
Net operating loss carryforwards - U.S. | 33,585,000 | 32,676,000 |
Net operating loss carryforwards - foreign | 2,003,000 | 1,990,000 |
Other | 2,000 | 2,000 |
Total gross assets | 37,373,000 | 35,919,000 |
Less: Valuation allowance | (37,355,000) | (35,882,000) |
Net deferred asset | 18,000 | 37,000 |
Deferred income tax liability: | ||
Intangible assets acquired in acquisition of subsidiary | (629,444) | (629,444) |
Intangible assets acquired in investment in GCP | (592,556) | (740,708) |
Net deferred income tax liability | $ (1,222,000) | $ (1,370,152) |
PROVISION FOR INCOME TAXES (D59
PROVISION FOR INCOME TAXES (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Provision For Income Taxes [Line Items] | |||
Deferred Tax Liabilities, Intangible Assets | $ 629,444 | $ 629,444 | |
Deferred Income Tax Expense Benefit Period Of Recognition | 15 years | ||
Income Tax Expense (Benefit) | $ 1,450,848 | 1,278,999 | $ (590,414) |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | 1,473,000 | 1,163,000 | |
General and Administrative Expense [Member] | |||
Provision For Income Taxes [Line Items] | |||
Income Tax Examination, Penalties and Interest Expense | 19,501 | ||
Domestic Tax Authority [Member] | |||
Provision For Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $ 83,960,000 | ||
Operating Loss Carryforwards Expiration Period | 2,036 | ||
Income Tax Expense (Benefit) | $ 1,450,848 | 1,278,999 | (590,414) |
Foreign Tax Authority [Member] | |||
Provision For Income Taxes [Line Items] | |||
Operating Loss Carryforwards | 20,100,000 | ||
Income (Loss) from Continuing Operations before Income Taxes, Foreign | 129,814 | 90,466 | 168,233 |
Gosling-Castle Partners, Inc [Member] | |||
Provision For Income Taxes [Line Items] | |||
Deferred Tax Liabilities, Intangible Assets | $ 2,222,222 | ||
Income Tax Expense (Benefit) | $ 473,330 | $ 473,330 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Outstanding and expected to vest at end of period | 13,508,086 | ||
Shares, Exercisable at period end | 7,931,813 | ||
Weighted Average Exercise Price, Exercisable at period end | $ 0.53 | ||
Stock Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Shares, Outstanding at beginning of year | 11,988,188 | 11,174,007 | 8,120,765 |
Shares, Granted | 2,622,500 | 2,525,000 | 3,300,000 |
Shares, Exercised | (1,079,602) | (677,127) | (80,758) |
Shares, Forfeited | (23,000) | (1,033,692) | (166,000) |
Shares, Outstanding and expected to vest at end of period | 13,508,086 | 11,988,188 | 11,174,007 |
Shares, Exercisable at period end | 7,931,813 | 7,064,133 | 5,511,447 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 0.58 | $ 0.51 | $ 0.64 |
Weighted Average Exercise Price, Granted | 1.63 | 1.04 | 0.43 |
Weighted Average Exercise Price, Exercised | 0.35 | 0.33 | 0.32 |
Weighted Average Exercise Price, Forfeited | 4.30 | 1.10 | 5.79 |
Weighted Average Exercise Price, Outstanding and expected to vest at end of period | 0.79 | 0.58 | 0.51 |
Weighted Average Exercise Price, Exercisable at period end | 0.53 | 0.49 | 0.63 |
Weighted average fair value of grants during the period | $ 1.07 | $ 0.65 | $ 0.26 |
STOCK-BASED COMPENSATION (Det61
STOCK-BASED COMPENSATION (Details 1) | 12 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options Outstanding, Shares | shares | 13,508,086 |
Options Outstanding, Weighted Average Remaining Life in Years | 6 years 5 months 16 days |
Options Exercisable, Shares | shares | 7,931,813 |
Options Exercisable, Weighted Average Exercise Price | $ 0.53 |
Aggregate Intrinsic Value | $ | $ 4,190,051 |
Stock Options One [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 0.01 |
Range of Excercise Prices, Upper Limit | $ 0.25 |
Options Outstanding, Shares | shares | 326,900 |
Options Outstanding, Weighted Average Remaining Life in Years | 2 years 5 months 26 days |
Options Exercisable, Shares | shares | 326,900 |
Options Exercisable, Weighted Average Exercise Price | $ 0.22 |
Aggregate Intrinsic Value | $ | $ 235,437 |
Stock Options Two [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 0.26 |
Range of Excercise Prices, Upper Limit | $ 0.40 |
Options Outstanding, Shares | shares | 7,757,186 |
Options Outstanding, Weighted Average Remaining Life in Years | 5 years 2 months 26 days |
Options Exercisable, Shares | shares | 6,549,913 |
Options Exercisable, Weighted Average Exercise Price | $ 0.34 |
Aggregate Intrinsic Value | $ | $ 3,954,614 |
Stock Options Three [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 0.41 |
Range of Excercise Prices, Upper Limit | $ 1 |
Options Outstanding, Shares | shares | 2,273,500 |
Options Outstanding, Weighted Average Remaining Life in Years | 8 years 3 months 4 days |
Options Exercisable, Shares | shares | 529,000 |
Options Exercisable, Weighted Average Exercise Price | $ 1 |
Aggregate Intrinsic Value | $ | $ 0 |
Stock Options Four [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 1.01 |
Range of Excercise Prices, Upper Limit | $ 2 |
Options Outstanding, Shares | shares | 3,027,500 |
Options Outstanding, Weighted Average Remaining Life in Years | 8 years 10 months 24 days |
Options Exercisable, Shares | shares | 403,000 |
Options Exercisable, Weighted Average Exercise Price | $ 1.34 |
Aggregate Intrinsic Value | $ | $ 0 |
Stock Options Five [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 6.01 |
Range of Excercise Prices, Upper Limit | $ 7 |
Options Outstanding, Shares | shares | 17,000 |
Options Outstanding, Weighted Average Remaining Life in Years | 11 months 23 days |
Options Exercisable, Shares | shares | 17,000 |
Options Exercisable, Weighted Average Exercise Price | $ 6.36 |
Aggregate Intrinsic Value | $ | $ 0 |
Stock Options Six [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 7.01 |
Range of Excercise Prices, Upper Limit | $ 8 |
Options Outstanding, Shares | shares | 98,500 |
Options Outstanding, Weighted Average Remaining Life in Years | 3 months 11 days |
Options Exercisable, Shares | shares | 98,500 |
Options Exercisable, Weighted Average Exercise Price | $ 7.21 |
Aggregate Intrinsic Value | $ | $ 0 |
Stock Options Seven [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Range of Excercise Prices, Lower Limit | $ 8.01 |
Range of Excercise Prices, Upper Limit | $ 9 |
Options Outstanding, Shares | shares | 7,500 |
Options Outstanding, Weighted Average Remaining Life in Years | 10 months 6 days |
Options Exercisable, Shares | shares | 7,500 |
Options Exercisable, Weighted Average Exercise Price | $ 9 |
Aggregate Intrinsic Value | $ | $ 0 |
STOCK-BASED COMPENSATION (Det62
STOCK-BASED COMPENSATION (Details 2) - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Shares, Unvested at beginning of the year | 4,924,055 | 5,662,560 | 3,871,807 |
Shares, Granted | 2,622,500 | 2,525,000 | 3,300,000 |
Shares, Canceled or expired | (12,000) | (954,083) | (10,000) |
Shares, Vested | (1,958,282) | (2,309,422) | (1,499,247) |
Shares, Unvested at end of the year | 5,576,273 | 4,924,055 | 5,662,560 |
Weighted Average Exercise Price, Unvested at beginning of the year | $ 0.70 | $ 0.32 | $ 0.32 |
Weighted Average Exercise Price, Granted | 1.63 | 1.04 | 0.43 |
Weighted Average Exercise Price, Canceled or expired | 0.97 | 0.44 | 0.32 |
Weighted Average Exercise Price, Vested | 0.70 | 0.41 | 0.32 |
Weighted Average Exercise Price, Unvested at end of the year | $ 1.17 | $ 0.70 | $ 0.32 |
STOCK-BASED COMPENSATION (Det63
STOCK-BASED COMPENSATION (Details 3) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Maximum [Member] | |||
Risk-free interest rate | 1.81% | 1.76% | 1.85% |
Expected option life in years | 6 years 3 months | 6 years 3 months | 6 years 3 months |
Expected stock price volatility | 73.00% | 77.00% | 76.00% |
Minimum [Member] | |||
Risk-free interest rate | 1.39% | 1.47% | 0.86% |
Expected option life in years | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Expected stock price volatility | 70.00% | 74.00% | 65.00% |
STOCK-BASED COMPENSATION (Det64
STOCK-BASED COMPENSATION (Details 4) - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Warrant [Member] | Fair Value, Inputs, Level 3 [Member] | |||
Stock price | $ 0.92 | ||
Risk-free interest rate | 0.61% | ||
Expected option life in years | 2 years 7 months 17 days | ||
Expected stock price volatility | 55.00% | ||
Expected dividend yield | 0.00% |
STOCK-BASED COMPENSATION (Det65
STOCK-BASED COMPENSATION (Details 5) - Warrant [Member] - $ / shares | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Warrants, Outstanding and exercisable, at beginning of period | 120,000 | 1,777,802 | 11,904,925 |
Warrants, Granted | 0 | 0 | 0 |
Warrants, Exercised | 0 | (1,657,802) | (10,127,123) |
Warrants, Forfeited | (120,000) | 0 | 0 |
Warrants, Outstanding and exercisable, at end of period | 0 | 120,000 | 1,777,802 |
Weighted Average Exercise Price Per Warrant, Outstanding and exercisable at beginning of period | $ 8 | $ 0.90 | $ 0.46 |
Weighted Average Exercise Price Per Warrant, Granted | 0 | 0 | 0 |
Weighted Average Exercise Price Per Warrant, Exercised | 0 | 0.38 | 0.38 |
Weighted Average Exercise Price Per Warrant, Forfeited | 8 | 0 | 0 |
Weighted Average Exercise Price Per Warrant, Outstanding and exercisable at end of period | $ 0 | $ 8 | $ 0.90 |
STOCK-BASED COMPENSATION (Det66
STOCK-BASED COMPENSATION (Details Textual) - USD ($) | Apr. 02, 2014 | Oct. 31, 2011 | Jun. 30, 2011 | Jul. 31, 2003 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | Nov. 30, 2013 | Oct. 31, 2012 | Jan. 31, 2009 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-Based Compensation Expense (in dollars) | $ 1,370,556 | $ 787,710 | $ 393,914 | |||||||
Employee Service Share-Based Compensation, Nonvested Awards, Total Compensation Cost Not Yet Recognized (in dollars) | $ 3,199,593 | |||||||||
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition1 | 2 years 3 months | |||||||||
Employee Service Number Of Share Based Compensation Non vested Awards Total Compensation Cost Not Yet Recognized Stock Options | 5,576,273 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number | 7,931,813 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price | $ 0.53 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 5 months 16 days | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 1 month 6 days | |||||||||
Proceeds from Warrant Exercises | $ 0 | 598,715 | 3,848,332 | |||||||
Selling Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-Based Compensation Expense (in dollars) | 493,666 | 178,137 | 81,567 | |||||||
General and Administrative Expense [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Allocated Share-Based Compensation Expense (in dollars) | $ 876,890 | $ 609,573 | $ 312,347 | |||||||
Series A Preferred Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
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. | |||||||||
Common Stock [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 1,079,602 | 677,127 | 80,758 | |||||||
Warrants 2011 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Warrant Liability Outstanding | $ 6,187,968 | |||||||||
Weighted Average Exercise Price Fair Market Value Per Warrant Exercised | $ 0.50 | |||||||||
Number Of Warrants Forfeited | 1,657,802 | |||||||||
Warrants Issued At Fair Value | $ 780,972 | $ 487,022 | ||||||||
Change In Unrealized Gain Loss On Fair Value Warrants | $ 5,392,594 | |||||||||
Proceeds from Warrant Exercises | $ 629,965 | $ 3,848,332 | ||||||||
Number Of Securities Called By Warrants For Forfeiture | 1,657,802 | |||||||||
Conversion Of Warrants Shares Issued | 1,657,802 | |||||||||
Warrants Exercised Number | 10,127,123 | |||||||||
Warrants Forfeited Number | 120,000 | |||||||||
Stock Incentive Plan 2003 [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 5,233,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 2,000,000 | |||||||||
Share-based Goods and Nonemployee Services Transaction, Shares Approved for Issuance | 4,767,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | |||||||||
Stock Incentive Plan 2003 [Member] | Minimum [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 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||
Stock Incentive Plan 2003 [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 | 12,000,000 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 5 years | |||||||||
2013 Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) - USD ($) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Related Party Transaction [Line Items] | |||
Due from Related Parties | $ 511,146 | $ 229,557 | |
Pallini [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Purchases from Related Party | 3,840,446 | 3,467,812 | |
Pallini [Member] | Marketing Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Due from Related Parties | 138,750 | 115,288 | |
Vector Group [Member] | |||
Related Party Transaction [Line Items] | |||
Annual Fees for Services Related Party | $ 100,000 | ||
Vector Group [Member] | General and Administrative Expense [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | 85,396 | 135,475 | 104,746 |
Ladenburg Thalmann Financial Services Inc [Member] | |||
Related Party Transaction [Line Items] | |||
Related Party Transaction, Expenses from Transactions with Related Party | $ 131,054 | $ 210,875 | $ 126,000 |
COMMITMENTS AND CONTINGENCIES68
COMMITMENTS AND CONTINGENCIES (Details) | Mar. 31, 2016USD ($) |
Years ending March 31, | |
2,017 | $ 365,089 |
2,018 | 364,829 |
2,019 | 341,079 |
2,020 | 310,322 |
Total | $ 1,381,319 |
COMMITMENTS AND CONTINGENCIES69
COMMITMENTS AND CONTINGENCIES (Details Textual) | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) | Mar. 31, 2015USD ($) | Mar. 31, 2014USD ($) | |
Supply Commitment [Line Items] | ||||||
Operating Leases, Rent Expense | $ 335,047 | $ 359,714 | $ 356,280 | |||
Payments Under Contingent Consideration Agreements | 0 | $ 0 | $ 5,940 | |||
New York [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Operating Leases, Income Statement, Contingent Revenue | $ 26,255 | |||||
Lease Expiration Date | Feb. 29, 2020 | Feb. 29, 2020 | ||||
Dublin [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Operating Leases, Income Statement, Contingent Revenue | $ 1,249 | € 1,100 | ||||
Lease Expiration Date | Oct. 31, 2016 | Oct. 31, 2016 | ||||
Houston, Tx [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Operating Leases, Income Statement, Contingent Revenue | $ 3,440 | |||||
Lease Expiration Date | Jun. 26, 2018 | Jun. 26, 2018 | ||||
Irish Whiskey [Member] | Four Contract Year One [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | $ 946,661 | € 883,673 | ||||
Long Term Purchase Commitment Percentage Agreed To Purchase | 90.00% | 90.00% | ||||
Contract Year Ending | Jun. 30, 2016 | Jun. 30, 2016 | ||||
Purchased Product Under Supply Agreement | $ 889,653 | € 783,469 | ||||
Irish Whiskey [Member] | Four Contract Year Two [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | 1,022,415 | 900,386 | ||||
Irish Whiskey [Member] | Twelve Contract Year One [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | $ 390,380 | € 343,787 | ||||
Long Term Purchase Commitment Percentage Agreed To Purchase | 80.00% | 80.00% | ||||
Contract Year Ending | Jun. 30, 2016 | Jun. 30, 2016 | ||||
Purchased Product Under Supply Agreement | $ 327,920 | € 288,781 | ||||
Irish Whiskey [Member] | Twelve Contract Year Two [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | $ 448,490 | € 394,961 | ||||
Newly Distilled Bourbon [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | $ 1,643,000 | |||||
Newly Distilled Bourbon [Member] | Scenario, Forecast [Member] | ||||||
Supply Commitment [Line Items] | ||||||
Long-term Purchase Commitment, Amount | $ 2,053,750 |
CONCENTRATIONS (Details Textual
CONCENTRATIONS (Details Textual) | 12 Months Ended | ||
Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Sales Revenue, Goods, Net [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 31.40% | 29.70% | 31.90% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration Risk, Percentage | 27.70% | 30.10% |
GEOGRAPHIC INFORMATION (Details
GEOGRAPHIC INFORMATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | ||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | [1] | $ 72,220,368 | $ 57,457,421 | $ 48,140,483 | ||||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Consolidated Income (Loss) from Operations: | ||||||||||||
Total Consolidated Income (Loss) from Operations | $ 1,005,547 | $ (1,077,905) | $ (1,319,833) | |||||||||
Operating Income (Loss), Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Consolidated Net Income (Loss) Attributable to Controlling Interests: | ||||||||||||
Total Consolidated Net Loss Attributable to Controlling Interests | $ 426,268 | $ (807,703) | $ (1,011,271) | $ (1,123,662) | $ (632,402) | $ (590,996) | $ (1,080,513) | $ (1,495,831) | $ (2,516,368) | $ (3,799,742) | $ (8,906,747) | |
Net Income (Loss) Attributable To Common Shareholders | 100.00% | 100.00% | 100.00% | |||||||||
Income tax expense, net: | ||||||||||||
Income tax (expense) benefit, net: | $ (1,450,848) | $ (1,278,999) | $ 590,414 | |||||||||
Consolidated Assets: | ||||||||||||
Total Consolidated Assets | $ 50,274,413 | $ 44,001,940 | $ 50,274,413 | $ 44,001,940 | ||||||||
Assets Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||
International [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 9,302,134 | $ 7,938,393 | $ 7,305,516 | |||||||||
Concentration Risk, Percentage | 12.90% | 13.80% | 15.20% | |||||||||
Consolidated Income (Loss) from Operations: | ||||||||||||
Total Consolidated Income (Loss) from Operations | $ (34,268) | $ 17,172 | $ (266) | |||||||||
Operating Income (Loss), Percentage | (3.40%) | (1.60%) | 0.00% | |||||||||
Consolidated Net Income (Loss) Attributable to Controlling Interests: | ||||||||||||
Total Consolidated Net Loss Attributable to Controlling Interests | $ 11,490 | $ (101,453) | $ (153,419) | |||||||||
Net Income (Loss) Attributable To Common Shareholders | (0.50%) | 2.70% | 1.70% | |||||||||
Consolidated Assets: | ||||||||||||
Total Consolidated Assets | $ 2,786,333 | $ 2,052,583 | $ 2,786,333 | $ 2,052,583 | ||||||||
Assets Percentage | 5.50% | 4.70% | 5.50% | 4.70% | ||||||||
United States [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 62,918,234 | $ 49,519,028 | $ 40,834,967 | |||||||||
Concentration Risk, Percentage | 87.10% | 86.20% | 84.80% | |||||||||
Consolidated Income (Loss) from Operations: | ||||||||||||
Total Consolidated Income (Loss) from Operations | $ 1,039,815 | $ (1,095,077) | $ (1,319,567) | |||||||||
Operating Income (Loss), Percentage | 103.40% | 101.60% | 100.00% | |||||||||
Consolidated Net Income (Loss) Attributable to Controlling Interests: | ||||||||||||
Total Consolidated Net Loss Attributable to Controlling Interests | $ (2,527,858) | $ (3,698,289) | $ (8,753,328) | |||||||||
Net Income (Loss) Attributable To Common Shareholders | 100.50% | 97.30% | 98.30% | |||||||||
Income tax expense, net: | ||||||||||||
Income tax (expense) benefit, net: | $ (1,450,848) | $ (1,278,999) | $ 590,414 | |||||||||
Income tax (expense) benefit, net: Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Consolidated Assets: | ||||||||||||
Total Consolidated Assets | $ 47,506,080 | $ 41,986,357 | $ 47,506,080 | $ 41,986,357 | ||||||||
Assets Percentage | 94.50% | 95.30% | 94.50% | 95.30% | ||||||||
Rum [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 18,858,554 | $ 16,998,034 | $ 16,643,640 | |||||||||
Concentration Risk, Percentage | 26.10% | 29.60% | 34.60% | |||||||||
Whiskey [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 26,009,839 | $ 19,147,028 | $ 13,521,875 | |||||||||
Concentration Risk, Percentage | 36.00% | 33.30% | 28.10% | |||||||||
Liqueurs [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 8,567,121 | $ 8,756,376 | $ 8,992,277 | |||||||||
Concentration Risk, Percentage | 11.90% | 15.20% | 18.70% | |||||||||
Vodka [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 2,364,429 | $ 2,413,994 | $ 2,852,956 | |||||||||
Concentration Risk, Percentage | 3.30% | 4.20% | 5.90% | |||||||||
Tequila [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 198,330 | $ 208,845 | $ 218,552 | |||||||||
Concentration Risk, Percentage | 0.30% | 0.40% | 0.50% | |||||||||
Wine [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 0 | $ 0 | $ 284,806 | |||||||||
Concentration Risk, Percentage | 0.00% | 0.00% | 0.60% | |||||||||
Related Non-Alcoholic Beverage Products [Member] | ||||||||||||
Consolidated Sales, net: | ||||||||||||
Total Consolidated Sales, net | $ 16,222,095 | $ 9,933,144 | $ 5,626,377 | |||||||||
Concentration Risk, Percentage | 22.50% | 17.30% | 11.60% | |||||||||
[1] | Sales, net and Cost of sales include excise taxes of $7,451,569, $6,754,453 and $6,420,730 for the years ended March 31, 2016, 2015 and 2014, respectively. |
QUARTERLY FINANCIAL DATA (Detai
QUARTERLY FINANCIAL DATA (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2016 | Mar. 31, 2015 | Mar. 31, 2014 | |
Sales, net | $ 19,963,408 | $ 17,207,372 | $ 18,536,509 | $ 16,513,079 | $ 16,157,004 | $ 15,936,514 | $ 13,381,704 | $ 11,982,199 | |||
Gross profit | 8,167,759 | 6,702,095 | 7,056,402 | 6,627,314 | 6,147,602 | 5,994,860 | 4,883,673 | 4,546,654 | $ 28,553,570 | $ 21,572,789 | $ 17,603,816 |
Net (loss) income | 421,406 | (595,911) | (682,057) | (850,144) | (1,102,068) | (311,886) | (869,464) | (1,190,495) | (1,706,706) | (3,473,913) | (7,971,712) |
Net (income) loss attributable to noncontrolling interests | 4,862 | (211,792) | (329,214) | (273,518) | 469,666 | (279,110) | (211,049) | (305,336) | 809,662 | 325,829 | 935,035 |
Net (loss) income attributable to controlling interests | 426,268 | (807,703) | (1,011,271) | (1,123,662) | (632,402) | (590,996) | (1,080,513) | (1,495,831) | (2,516,368) | (3,799,742) | (8,906,747) |
Net (loss) income attributable to common stockholders | $ 426,268 | $ (807,703) | $ (1,011,271) | $ (1,123,662) | $ (632,402) | $ (590,996) | $ (1,080,513) | $ (1,495,831) | $ (2,516,368) | $ (3,799,742) | $ (9,291,346) |
Net (loss) income per common share, basic, attributable to common shareholders (in dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | |||||||
Net (loss) income per common share, diluted, attributable to common shareholders (in dollars per share) | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | |||||||
Weighted average shares used in computation, basic, attributable to common shareholders (in shares) | 160,167,121 | 160,031,891 | 159,774,811 | 157,535,571 | |||||||
Weighted average shares used in computation, diluted, attributable to common shareholders (in shares) | 167,331,808 | 160,031,891 | 159,774,811 | 157,535,571 | |||||||
Net (loss) income per common share, basic and diluted, attributable to common shareholders (in dollars per share) | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ (0.02) | $ (0.02) | $ (0.08) | ||||
Weighted average shares used in computation, basic and diluted, attributable to common shareholders (in shares) | 156,882,587 | 155,838,146 | 155,189,679 | 153,929,182 | 159,380,223 | 155,456,341 | 116,511,444 |