Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Jun. 09, 2017 | Sep. 30, 2016 | |
Document And Entity Information | |||
Entity Registrant Name | Castle Brands Inc | ||
Entity Central Index Key | 1,311,538 | ||
Document Type | 10-K | ||
Document Period End Date | Mar. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --03-31 | ||
Entity a Well-known Seasoned Issuer | No | ||
Entity a Voluntary Filer | No | ||
Entity's Reporting Status Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 74,623,615 | ||
Entity Common Stock, Shares Outstanding | 163,122,883 | ||
Trading Symbol | ROX | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 611,048 | $ 1,430,532 |
Accounts receivable - net of allowance for doubtful accounts of $302,275 and $245,238 at March 31,2017 and 2016, respectively | 11,460,432 | 10,410,571 |
Due from shareholders and affiliates | 3,279 | |
Inventories - net of allowance for obsolete and slow moving inventory of $312,711 and $331,008 at March 31, 2017 and 2016, respectively | 29,801,080 | 25,740,192 |
Prepaid expenses and other current assets | 3,674,923 | 1,611,797 |
Total Current Assets | 45,547,483 | 39,196,371 |
Equipment - net | 909,780 | 876,255 |
Intangible assets - net of accumulated amortization of $8,035,018 and $7,372,585 at March 31, 2017 and 2016, respectively | 6,387,330 | 7,048,302 |
Goodwill | 496,226 | 496,226 |
Investment in non-consolidated affiliate, at equity | 570,097 | 518,667 |
Restricted cash | 331,455 | 345,076 |
Other assets | 99,773 | 129,486 |
Total Assets | 54,342,144 | 48,610,383 |
Current Liabilities | ||
Accounts payable | 7,549,942 | 5,652,260 |
Accrued expenses | 4,668,708 | 4,352,170 |
Due to shareholders and affiliates | 2,158,318 | 1,338,072 |
Total Current Liabilities | 14,376,968 | 11,342,502 |
Long-Term Liabilities | ||
Credit facility, net (including $412,269 and $312,813 of related-party participation at March 31, 2017 and 2016, respectively) | 13,033,075 | 11,917,694 |
Note payable - 11% Subordinated note | 20,000,000 | |
Notes payable - 5% Convertible notes (including $1,100,000 of related party participation at March 31, 2017 and 2016) | 1,675,000 | 1,675,000 |
Notes payable - GCP Note | 211,580 | 211,580 |
Deferred tax liability | 558,766 | 1,204,000 |
Other | 20,666 | |
Total Liabilities | 49,876,055 | 26,350,776 |
Commitments and Contingencies (Note 11) | ||
Equity | ||
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at March 31, 2017 and 2016 | ||
Common stock, $.01 par value, 300,000,000 shares authorized at March 31, 2017 and 2016, 162,945,805 and 160,474,777 shares issued and outstanding at March 31, 2017 and 2016, respectively | 1,629,458 | 1,604,748 |
Additional paid-in capital | 150,889,613 | 166,866,671 |
Accumulated deficit | (148,223,822) | (147,371,209) |
Accumulated other comprehensive loss | (2,308,672) | (2,193,794) |
Total controlling shareholders' equity | 1,986,577 | 18,906,416 |
Noncontrolling interests | 2,479,512 | 3,353,191 |
Total Equity | 4,466,089 | 22,259,607 |
Total Liabilities and Equity | $ 54,342,144 | $ 48,610,383 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts receivable | $ 302,275 | $ 245,238 |
Allowance for obsolete and slow moving inventory | 312,711 | 331,008 |
Accumulated amortization of intangible assets | 8,035,018 | 7,372,585 |
Due to related-party participation | 412,269 | 312,813 |
Convertible notes payable related parties | $ 1,100,000 | $ 1,100,000 |
Subordinated note payable, percent | 11.00% | 11.00% |
Convertible notes payable, percent | 5.00% | 5.00% |
Preferred stock, par value | $ .01 | $ .01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 |
Common stock, shares issued | 162,945,805 | 160,474,777 |
Common stock, shares outstanding | 162,945,805 | 160,474,777 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Statement [Abstract] | ||||
Sales, net | [1] | $ 77,269,131 | $ 72,220,368 | $ 57,457,421 |
Cost of sales | [1] | 45,568,774 | 43,666,798 | 35,884,632 |
Gross profit | 31,700,357 | 28,553,570 | 21,572,789 | |
Selling expense | 20,122,490 | 19,222,659 | 15,254,818 | |
General and administrative expense | 8,642,775 | 7,385,851 | 6,488,336 | |
Depreciation and amortization | 1,030,093 | 939,513 | 907,540 | |
Income (loss) from operations | 1,904,999 | 1,005,547 | (1,077,905) | |
Other (expense) income, net | (10,660) | (666) | 16,602 | |
Income from equity investment in non-consolidated affiliate | 51,430 | 18,667 | ||
Foreign exchange gain (loss) | 83,706 | (190,867) | (4,564) | |
Interest expense, net | (1,335,241) | (1,088,539) | (1,129,047) | |
Income (loss) before provision for income taxes | 694,234 | (255,858) | (2,194,914) | |
Income tax expense, net | (187,702) | (1,450,848) | (1,278,999) | |
Net income (loss) | 506,532 | (1,706,706) | (3,473,913) | |
Net income attributable to noncontrolling interests | (1,359,145) | (809,662) | (325,829) | |
Net loss attributable to common shareholders | $ (852,613) | $ (2,516,368) | $ (3,799,742) | |
Net loss per common share, basic and diluted, attributable to common shareholders | $ (0.01) | $ (0.02) | $ (0.02) | |
Weighted average shares used in computation, basic and diluted, attributable to common shareholders | 160,811,957 | 159,380,223 | 155,456,341 | |
[1] | Sales, net and Cost of sales include excise taxes of $7,645,789, $7,451,569 and $6,754,453 for the years ended March 31, 2017, 2016 and 2015, respectively. |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Statement [Abstract] | |||
Excise taxes | $ 7,645,789 | $ 7,451,569 | $ 754,453 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net income (loss) | $ 506,532 | $ (1,706,706) | $ (3,473,913) |
Other comprehensive (loss) income: | |||
Foreign currency translation adjustment | (114,878) | 92,131 | (561,009) |
Total other comprehensive (loss) income: | (114,878) | 92,131 | (561,009) |
Comprehensive income (loss) | $ 391,654 | $ (1,614,575) | $ (4,034,922) |
Consolidated Statements of Chan
Consolidated Statements of Changes in Equity - USD ($) | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Deficit [Member] | Comprehensive (Loss) Income [Member] | Noncontrolling Interests [Member] | Total |
Balance at Mar. 31, 2014 | $ 1,518,411 | $ 157,485,965 | $ (141,055,099) | $ (1,724,916) | $ 2,217,700 | $ 19,935,191 |
Balance, shares at Mar. 31, 2014 | 151,841,133 | |||||
Net (loss) income | (3,799,742) | 325,829 | (3,473,913) | |||
Foreign currency translation adjustment | (561,009) | (561,009) | ||||
Issuance of common stock, net of issuance costs of $124,876 | $ 25,379 | 3,108,189 | 3,133,568 | |||
Issuance of common stock, net of issuance costs of $124,876, shares | 2,537,924 | |||||
Exercise of common stock warrants | $ 16,578 | 613,387 | 629,965 | |||
Exercise of common stock warrants, shares | 1,657,802 | |||||
Surrender of common stock in connection with exercise of common stock warrant | $ (279) | (30,971) | (31,250) | |||
Surrender of common stock in connection with exercise of common stock warrant, shares | (27,902) | |||||
Conversion of 5% convertible notes and accrued interest thereon | $ 5,017 | 446,400 | 451,417 | |||
Conversion of 5% convertible notes and accrued interest thereon, shares | 501,574 | |||||
Exercise of common stock options | $ 6,771 | 216,213 | 222,984 | |||
Exercise of common stock options, shares | 677,127 | |||||
Common stock issued in connection with the acquisition of an additional 20.1% of noncontrolling interests | ||||||
Stock-based compensation | 787,710 | 787,710 | ||||
Balance at Mar. 31, 2015 | $ 1,571,877 | 162,626,893 | (144,854,841) | (2,285,925) | 2,543,529 | 21,094,663 |
Balance, shares at Mar. 31, 2015 | 157,187,658 | |||||
Net (loss) income | (2,516,368) | 809,662 | (1,706,706) | |||
Foreign currency translation adjustment | 92,131 | 92,131 | ||||
Issuance of common stock, net of issuance costs of $124,876 | $ 21,193 | 3,105,920 | 3,127,113 | |||
Issuance of common stock, net of issuance costs of $124,876, shares | 2,119,282 | |||||
Exercise of common stock options | $ 10,796 | 364,184 | 374,980 | |||
Exercise of common stock options, shares | 1,079,602 | |||||
Common stock issued under 2013 incentive compensation plan | $ 882 | 119,118 | 120,000 | |||
Common stock issued under 2013 incentive compensation plan, shares | 88,235 | |||||
Subsidiary dividend paid to non-controlling interests | (600,000) | (600,000) | ||||
Common stock issued in connection with the acquisition of an additional 20.1% of noncontrolling interests | ||||||
Stock-based compensation | 1,250,556 | 1,250,556 | ||||
Balance at Mar. 31, 2016 | $ 1,604,748 | 166,866,671 | (147,371,209) | (2,193,794) | 3,353,191 | 22,259,607 |
Balance, shares at Mar. 31, 2016 | 160,474,777 | |||||
Net (loss) income | (852,613) | 1,359,145 | 506,532 | |||
Foreign currency translation adjustment | (114,878) | (114,878) | ||||
Exercise of common stock options | $ 6,710 | 244,479 | 251,189 | |||
Exercise of common stock options, shares | 671,028 | |||||
Common stock issuance costs | (14,355) | (14,355) | ||||
Common stock issued in connection with the acquisition of an additional 20.1% of noncontrolling interests | $ 18,000 | 2,430,000 | 2,448,000 | |||
Common stock issued in connection with the acquisition of an additional 20.1% of noncontrolling interests, shares | 1,800,000 | |||||
Effect of acquisition of an additional 20.1% of noncontrolling interests | (20,215,176) | (2,232,824) | (22,448,000) | |||
Stock-based compensation | 1,577,994 | 1,577,994 | ||||
Balance at Mar. 31, 2017 | $ 1,629,458 | $ 150,889,613 | $ (148,223,822) | $ (2,308,672) | $ 2,479,512 | $ 4,466,089 |
Balance, shares at Mar. 31, 2017 | 162,945,805 |
Consolidated Statements of Cha8
Consolidated Statements of Changes in Equity (Parenthetical) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Statement of Stockholders' Equity [Abstract] | |
Convertible notes payable, percent | 5.00% |
Payments of stock issuance costs | $ 14,355 |
Acquisition of noncontrolling interests, percent | 20.10% |
Acquisition of additional noncontrolling interests, percent | 20.10% |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | $ 506,532 | $ (1,706,706) | $ (3,473,913) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Depreciation and amortization | 1,030,093 | 939,513 | 907,540 |
Provision for doubtful accounts | 123,200 | 61,000 | (49,984) |
Amortization of deferred financing costs | 160,681 | 177,127 | 166,942 |
Deferred income tax (benefit) expense, net | (645,235) | (129,152) | 288,178 |
Net income from equity investment in non-consolidated affiliate | (51,430) | (18,667) | |
Effect of changes in foreign currency translation | (83,706) | 190,867 | 4,564 |
Stock-based compensation expense | 1,577,994 | 1,370,556 | 787,710 |
Addition to provision for obsolete inventories | 240,000 | 200,000 | 281,000 |
Changes in operations, assets and liabilities: | |||
Accounts receivable | (1,182,011) | 85,040 | (1,671,925) |
Due from affiliates | 3,279 | 135,471 | (23,462) |
Inventory | (4,344,791) | (6,498,338) | (7,223,601) |
Prepaid expenses and supplies | (2,066,856) | (117,258) | 77,587 |
Other assets | (60,117) | (92,260) | (272,000) |
Accounts payable and accrued expenses | 2,217,652 | 3,163,818 | 1,321,722 |
Accrued interest | 10,579 | 10,579 | |
Due to related parties | 820,247 | (625,812) | 27,642 |
Other liabilities | 20,666 | ||
Total adjustments | (2,229,755) | (1,147,516) | (5,378,087) |
NET CASH USED IN OPERATING ACTIVITIES | (1,723,223) | (2,854,222) | (8,852,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Purchase of equipment | (364,740) | (466,462) | (333,742) |
Acquisition of intangible assets | (2,740) | (23,885) | (160,109) |
Investment in consolidated entity | (20,000,000) | ||
Investment in non-consolidated affiliate, at equity | (500,000) | ||
Change in restricted cash | (7,040) | (257) | (929) |
NET CASH USED IN INVESTING ACTIVITIES | (20,374,520) | (990,604) | (494,780) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from (payments on) credit facility | 1,044,531 | 1,965,050 | 8,170,507 |
Proceeds from 11% Subordinated note | 20,000,000 | ||
Payments on Bourbon term loan | (744,900) | (1,270,100) | |
Payments on Junior loan | (1,250,000) | ||
Net (payments on) proceeds from foreign revolving credit facility | (34,743) | 21,278 | |
Proceeds from issuance of common stock | 3,251,989 | 3,319,915 | |
Payments for costs of stock issuance | (14,355) | (124,876) | (186,347) |
Subsidiary dividend paid to non-controlling interests | (600,000) | ||
Proceeds from exercise of common stock warrants | 598,715 | ||
Proceeds from exercise of common stock options | 251,189 | 374,980 | 222,984 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 21,281,365 | 4,087,500 | 9,626,952 |
EFFECTS OF FOREIGN CURRENCY TRANSLATION | (3,106) | (3,745) | 2,930 |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (819,484) | 238,929 | 283,102 |
CASH AND CASH EQUIVALENTS — BEGINNING | 1,430,532 | 1,191,603 | 908,501 |
CASH AND CASH EQUIVALENTS — ENDING | 611,048 | 1,430,532 | 1,191,603 |
Schedule of non-cash investing and financing activities: | |||
Issuance of common stock in connection with acquisition of additional 20.1% of noncontrolling interests | 2,448,000 | ||
Surrender of common stock in connection with exercise of common stock warrant | 31,250 | ||
Conversion of 5% convertible note, and accrued interest thereon, to common stock | 451,417 | ||
Interest paid | 1,159,667 | 894,099 | 937,973 |
Income taxes paid | $ 1,553,377 | $ 1,079,387 | $ 293,525 |
Consolidated Statements of Ca10
Consolidated Statements of Cash Flows (Parenthetical) | Mar. 31, 2017 |
Common stock conversion, percent | 5.00% |
Acquisition noncontrolling interests, percent | 20.10% |
Subordinated Note [Member] | |
Common stock conversion, percent | 11.00% |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 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, 2017, 2016 and 2015, the Company recorded an addition to allowances for obsolete and slow moving inventory of $240,000, $200,000 and $281,000, respectively. The Company recorded these allowances and write-offs on both raw materials and finished goods, primarily in connection with spoilage and slow moving inventory, label and packaging changes made to certain brands, as well as adjustments to estimated freight costs and excise taxes and certain cost variances. The charges have been recorded as increases to Cost of Sales in the respective years. I. Revisions to March 31, 2016 Balance Sheet J. Equipment K. 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, 2017 and 2016, 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. L. Impairment and disposal of long-lived assets M. Shipping and handling N. Excise taxes and duty O. Distributor charges and promotional goods P. Foreign currency Q. 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. R. Income taxes The Company has adopted the provisions of ASC 740 and as of March 31, 2017, the Company had reserves for uncertain tax positions (including related interest and penalties) for various state and local tax issues of $20,666. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. S. Research and development costs T. Advertising U. Use of estimates V. Recent accounting pronouncements In February 2017, the FASB issued ASU 2017-05, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” ASU 2017-05 clarifies the scope and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and defines the term “in-substance nonfinancial asset.” ASU 2017-05 also adds guidance for partial sales of nonfinancial assets. This guidance is effective for the Company as of April 1, 2018, 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 January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350).” ASU 2017-04 removes Step 2 from the goodwill impairment test. This guidance is effective for the Company as of April 1, 2020, 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 January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU, which must be applied prospectively, provides a narrower framework to be used to determine if a set of assets and activities constitutes a business than under current guidance and is generally expected to result in greater consistency in the application of ASC Topic 805, Business Combinations. This guidance is effective for the Company as of April 1, 2018, 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 November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”).” The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. This guidance is effective for the Company as of April 1, 2018, 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 October 2016, the FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other than Inventory.” This ASU removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This guidance is effective for the Company as of April 1, 2018, with early adoption permitted. Entities must apply a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. 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 August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments”, which provides guidance on eight cash flow classification issues with the objective of reducing differences in practice. The new standard is effective for the Company as of April 1, 2018, with early adoption permitted. Adoption is required to be on a retrospective basis, unless impracticable for any of the amendments, in which case a prospective application is 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 March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for the Company as of April 1, 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. 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 the Company as of April 1, 2019. 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 Instruments—Overall (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 the Company as of April 1, 2018, 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 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 the Company as of April 1, 2017, with early adoption permitted. The Company determined that the adoption of this guidance did not have a material effect 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 the Company as of April 1, 2018. 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. The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. W. Accounting standards adopted In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company elected to adopt ASU 2015-17 early, and applied it retrospectively as allowed by the standard. The adoption of ASU 2015-17 did not have a material effect 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 became effective for the Company beginning April 1, 2016. The Company will apply the guidance prospectively for all future business combinations. 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 adopted this guidance beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2016. The Company determined that the adoption of this guidance did not have a material effect 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” (“ASU 2015-03”), 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 applied the new guidance on a retrospective basis and adjusted the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance, reclassifying $100,049 and $170,895 in debt issuance costs from Other Assets to Credit Facility, net at March 31, 2017 and 2016, respectively, on the accompanying Consolidated Balance Sheet. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in U.S. GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. This guidance was effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2017. The Company adopted this guidance beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2017. The Company determined that the adoption of this guidance did not have a material effect on the Company’s results of operations, cash flows and financial condition. |
Basic and Diluted Net Loss Per
Basic and Diluted Net Loss Per Common Share | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss Per Common Share | 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, 2017, 2016 and 2015, 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. Potential common shares not included in calculating diluted net loss per share are as follows: Years ended March 31, 2017 2016 2015 Stock options 15,798,558 13,508,086 11,988,188 Warrants to purchase common stock — — 120,000 5% Convertible notes 1,861,111 1,861,111 1,861,111 Total 17,659,669 15,369,197 13,969,299 |
Inventories
Inventories | 12 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 — INVENTORIES March 31, 2017 2016 Raw materials – net $ 16,714,225 $ 11,976,561 Finished goods – net 13,086,855 13,763,631 Total $ 29,801,080 $ 25,740,192 As of March 31, 2017, and 2016, 9% and 11%, respectively, of raw materials and 7% and 5%, respectively, of finished goods were located outside of the United States. In the years ended March 31, 2017, 2016 and 2015, the Company acquired $6,900,819, $5,441,432 and $5,333,763 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, 2017 | |
Investments, Debt and Equity Securities [Abstract] | |
Equity Investment | NOTE 4 — EQUITY INVESTMENT Investment in Gosling-Castle Partners Inc., consolidated In March 2017, the Company entered into a Stock Purchase Agreement (“Purchase Agreement”) with Gosling’s Limited (“GL”) and E. Malcolm B. Gosling (“Gosling,” and together with GL, the “Sellers”). Pursuant to the terms of the Purchase Agreement, the Company acquired an additional 201,000 shares (the “GCP Share Acquisition”) of the common stock of GCP, representing a 20.1% equity interest in GCP. GCP is a strategic global export venture between the Company and the Gosling family. As a result of the completion of the GCP Share Acquisition, the Company’s total equity interest in GCP increased to 80.1%. The consideration for the GCP Share Acquisition was (i) $20,000,000 in cash and (ii) 1,800,000 shares of common stock of the Company. The Company accounted for this transaction in accordance with ASC 810 “Consolidation,” and in particular section 810-10-45. Under the relevant guidance, a parent accounts for such changes in its ownership interest in a subsidiary as equity transactions. The parent cannot recognize a gain or loss in consolidated net income or comprehensive income for such transactions and is not permitted to step up a portion of the subsidiary's net assets to fair value for the additional interests acquired. Any difference between the fair value of the consideration paid and the amount by which the noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. As a result, the Company reduced the carrying amount of the noncontrolling interest by $2,232,824, with the $20,215,176 excess of the cash and stock paid over the adjustment to the carrying amount of the noncontrolling interest recognized as a decrease in the Company’s additional paid-in capital. For the years ended March 31, 2017, 2016 and 2015, GCP had pretax net income on a stand-alone basis of $3,762,130, $3,475,006 and $814,573, respectively. The Company allocated a portion of this net income, or $1,359,145, $809,662 and $325,829, to non-controlling interest for the years ended March 31, 2017, 2016 and 2015, 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 $2,479,512 and $3,353,191 at March 31, 2017 and 2016, respectively, as shown on the accompanying consolidated balance sheets. As the GCP Share Acquisition occurred at the end of the fiscal year, the additional income attributable to the change in ownership is immaterial and is not presented in these consolidated financial statements for the year ended March 31, 2017. 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. GCP neither declared nor paid a dividend in the year ended March 31, 2017. 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 year ended March 31, 2017, the Company recognized $51,430 of income from this investment; for the initial period ended March 31, 2016, the Company recognized $18,667 of income from this investment. The investment balance was $570,097 and $518,667 at March 31, 2017 and 2016, respectively. |
Equipment, Net
Equipment, Net | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Equipment, Net | NOTE 5 — EQUIPMENT, NET Equipment consists of the following: March 31, 2017 2016 Equipment and software $ 2,536,064 $ 2,796,064 Furniture and fixtures 112,397 112,676 Leasehold improvements 42,730 42,730 2,691,191 2,951,470 Less: accumulated depreciation 1,781,411 2,075,215 Balance $ 909,780 $ 876,255 Depreciation expense for the years ended March 31, 2017, 2016 and 2015 totaled $366,381, $280,702 and $249,683, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 6 — GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill was $496,226 at each of March 31, 2017 and 2016. Intangible assets consist of the following: March 31, 2017 2016 Definite life brands $ 170,000 $ 170,000 Trademarks 631,693 631,693 Rights 8,271,555 8,271,555 Product development 186,668 185,207 Patents 994,000 994,000 Other 55,460 55,460 10,309,376 10,307,915 Less: accumulated amortization 8,035,018 7,372,585 Net 2,274,358 2,935,330 Other identifiable intangible assets — indefinite lived* 4,112,972 4,112,972 $ 6,387,330 $ 7,048,302 * Other identifiable intangible assets — indefinite lived consists of product formulations and the Company’s relationships with its distillers. Accumulated amortization consists of the following: March 31, 2017 2016 Definite life brands $ 170,000 $ 170,000 Trademarks 367,294 331,366 Rights 6,617,062 6,065,111 Product development 37,478 29,188 Patents 843,184 776,920 Accumulated amortization $ 8,035,018 $ 7,372,585 Amortization expense for the years ended March 31, 2017, 2016 and 2015 totaled $663,712, $658,811 and $655,769, respectively. Estimated aggregate amortization expense for each of the next five fiscal years is as follows: Years ending March 31, Amount 2018 $ 246,884 2019 228,551 2020 190,384 2021 188,246 2022 183,769 Total $ 1,037,834 |
Restricted Cash
Restricted Cash | 12 Months Ended |
Mar. 31, 2017 | |
Restricted Cash | |
Restricted Cash | NOTE 7 — RESTRICTED CASH At March 31, 2017 and 2016, the Company had €310,305 or $331,455 (translated at the March 31, 2017 exchange rate) and €303,890 or $345,076 (translated at the March 31, 2016 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, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable and Capital Lease | NOTE 8 — NOTES PAYABLE AND CAPITAL LEASE March 31, 2017 2016 Notes payable consist of the following: Foreign revolving credit facilities (A) $ — $ — Note payable – GCP note (B) 211,580 211,580 Credit facility (C) 13,133,124 12,088,594 5% Convertible notes (D) 1,675,000 1,675,000 11% Subordinated Note (E) 20,000,000 — Total $ 35,019,704 $ 13,975,174 A. The Company has arranged various credit facilities aggregating €310,305 or $331,455 (translated at the March 31, 2017 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance, customs and excise guaranty, a revolving credit facility and Company credit cards. These credit 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 at each of March 31, 2017 and 2016. 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 each of March 31, 2017 and 2016, $10,579 of accrued interest was converted to amounts due to affiliates. At each of March 31, 2017 and 2016, $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, 2017, the Credit Facility interest rate was 6.5%. 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, and Phillip Frost M.D., a principal shareholder and director, 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, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.25%. 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, 2017, the Company paid interest at 6% through December 14, 2016, then 6.25% through March 15, 2017, then 6.5% through March 31, 2017 on the Amended Agreement. 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 on the Amended Agreement. For the year ended March 31, 2017, the Company paid interest at 7.75% through December 14, 2016, and then at 8.0% through March 15, 2017, then 8.25% through March 31, 2017 on the Purchased Inventory Sublimit. 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, 2017, 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. In January 2017, the Company acquired $1,030,000 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($51,500), Richard J. Lampen ($34,333), Mark E. Andrews, III ($17,167), Brian L. Heller ($14,592), and Alfred J. Small ($5,150), as junior participants in the Purchased Inventory Sublimit with respect to such purchase. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum. At March 31, 2017 and 2016, $13,133,124 and $12,088,594, respectively, due on the Credit Facility was included in long-term liabilities. At March 31, 2017 and 2016, there was $5,866,876 and $6,911,406, respectively, in potential availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $100,049 and $170,895 of debt issuance costs at March 31, 2017 and 2016, respectively, as direct deductions from the carrying amount of the related debt liability. D. 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. At each of March 31, 2017 and 2016, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. E. In March 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the “Holder”), an entity affiliated with Phillip Frost, M.D., in the aggregate principal amount of $20,000,000 (the “Subordinated Note”). The purpose of Company’s issuance of the Subordinated Note was to finance the GCP Share Acquisition. The Subordinated Note bears interest quarterly at the rate of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on March 15, 2019. All claims of the Holder to principal, interest and any other amounts owed under the Subordinated Note are subordinated in right of payment to all indebtedness of the Company existing as of the date of the Subordinated Note. The Subordinated Note contains customary events of default and may be prepaid by the Company, in whole or in part, without penalty, at any time. Payments due on notes payable are as follows: Years ending March 31, Amount 2018 $ — 2019 21,675,000 2020 13,133,124 2021 211,580 Thereafter — Total $ 35,019,704 |
Equity
Equity | 12 Months Ended |
Mar. 31, 2017 | |
Equity [Abstract] | |
Equity | 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, 2017, no shares were issued under the 2014 Distribution Agreement. As of March 31, 2017, Shares having a gross sales price of up to approximately $4.7 million remained available for issuance pursuant to 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. Convertible Notes conversion Subsidiary dividend GCP Acquisition |
Foreign Currency Forward Contra
Foreign Currency Forward Contracts | 12 Months Ended |
Mar. 31, 2017 | |
Foreign Currency [Abstract] | |
Foreign Currency Forward Contracts | 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, 2017 and 2016, 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, 2017 | |
Income Tax Disclosure [Abstract] | |
Provision for Income Taxes | 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. The Company’s income tax expense for the years ended March 31, 2017, 2016 and 2015 consists primarily of federal and state and local taxes attributable to GCP, which does not file a consolidated income tax return with the Company. Effective with the acquisition of the additional 20.1% of GCP as described in Note 4, GCP will file as part of the U.S. federal consolidated income tax group for periods subsequent to the acquisition. The components of income before the provision (benefit) for income taxes are as follows: Year Ended March 31, 2017 Year Ended March 31, 2016 Year Ended March 31, 2015 Domestic Operations $ 945,985 $ (385,672 ) $ (2,285,380 ) Foreign Operations (251,663 ) 129,814 90,466 Total $ 694,322 $ (255,858 ) $ (2,194,914 ) The provision (benefit) for income taxes is comprised of the following: Year Ended March 31, 2017 Year Ended March 31, 2016 Year Ended March 31, 2015 Current provision (benefit) Federal $ 1,617,000 $ 1,183,000 $ 608,589 State (784,000 ) 397,000 382,232 Foreign - - - Total current provision (benefit) $ 833,000 $ 1,580,000 $ 990,821 Deferred provision (benefit) Federal $ (540,000 ) $ (148,152 ) $ 214,958 State 9,702 19,000 73,220 Foreign (115,000 ) - - Total deferred provision (benefit) $ (645,298 ) $ (129,152 ) $ 288,178 Total provision (benefit) Federal $ 1,077,000 $ 1,034,848 $ 823,547 State (774,298 ) 416,000 455,452 Foreign (115,000 ) - - Total provision (benefit) $ 187,702 $ 1,450,848 $ 1,278,999 The effective income tax rate varies from the current statutory federal income tax rate of 34% as follows: Years ended March 31, 2017 2016 2015 % % % Computed expected tax benefit, at 34% (34.00 ) (34.00 ) (34.00 ) Permanent items (29.70 ) 176.0 3.10 Share based compensation (48.46 ) 0.00 0.00 Change in valuation allowance* 73.68 371.5 81.8 Effect of foreign operations (67.87 ) 12.20 1.8 Increase in unrecognized tax benefit (1.65 ) 0.00 0.00 Intercompany profit 0.0 13.90 2.60 Other (2.34 ) 0.0 0.0 State and local taxes, net of federal benefit 83.31 27.5 3.0 Effective tax rate (27.03 )% 567.10 % 58.30 % *Change in valuation allowance includes state NOL and deferred tax true-ups. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting and tax purposes. Significant components of the Company’s deferred tax assets and liabilities are as follows: March 31, 2017 2016 Deferred income tax assets: Foreign currency transactions $ - $ 144,000 Accounts receivable 112,000 103,000 Inventory 1,204,000 857,000 Share based compensation 665,000 679,000 U.S. federal and state net operating losses 29,374,000 33,585,000 Foreign net operating losses 1,511,000 2,003,000 Other 245,000 2,000 Total gross assets 33,111,000 37,373,000 Less: Valuation allowance (32,621,000 ) (37,355,000 ) Total deferred tax asset $ 490,000 $ 18,000 Deferred income tax liability: Intangible assets $ (994,000 ) $ (1,222,000 ) Fixed assets (6,000 ) - Other (48,766 ) - Total deferred tax liability (1,048,766 ) (1,222,000 ) Net deferred tax liability $ (558,766 ) $ (1,204,000 ) In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in those periods in which temporary differences become deductible and/or net operating loss carryforwards can be utilized. The Company considers the level of historical taxable income, scheduled reversal of temporary differences, tax planning strategies and projected future taxable income in determining whether a valuation allowance is warranted. Based on historic operating losses and projected future income, the Company concluded that its net deferred tax assets are not realizable on a more-likely-than-not basis. As such, the Company maintained a full valuation allowance against its net deferred tax assets. The Company’s valuation allowance decreased by $4,734,000 during fiscal 2017. In accordance with ASC 350-10, the Company does not amortize indefinite lived-intangible assets for financial reporting purposes. The deferred tax liability of $559,000 relates to the tax effects of differences between the financial reporting and tax basis of intangible assets. As of March 31, 2017, the Company had U.S. federal net operating loss carryforwards of approximately $83,446,000 for U.S. tax purposes, which expire in Fiscal 2023 through 2037, if not utilized. The annual utilization of the net operating loss carryforwards may be limited in future years due to the “change in ownership provisions” set forth in Section 382 of the Internal Revenue Code. The Company also has Irish net operating loss carryforwards of approximately $12,092,000, which have an indefinite life. As of March 31, 2017, the Company has not provided for U.S. federal and foreign withholding taxes on any excess of financial reporting over the tax basis of investments in foreign subsidiaries, as such earnings are indefinitely reinvested overseas. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain other circumstances. Due to the complexities of the tax laws and assumptions that would have to be made, it is not practicable to estimate the amounts of income tax provisions that may be required. A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Balance at March 31, 2016 $ - Additions based on tax positions taken in the current and prior years 18,000 Settlements - Decreases based on tax positions taken in prior years - Other - Balance at March 31, 2017 $ 18,000 Of the amounts reflected above at March 31, 2017, the entire amount would reduce our effective tax rate if recognized. The Company records accrued interest and penalties related to income tax matters in general and administrative expenses. For the year ended March 31, 2017, interest and penalties on unrecognized tax benefits were $2,000. The Company does not believe that the amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months. Tax years 2013 through 2017 remain open to examination by federal and state tax jurisdictions. The Company has various foreign subsidiaries for which tax years 2011 through 2017 remain open to examination in certain foreign tax jurisdictions. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 12 — STOCK-BASED COMPENSATION 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. In February 2017, the Company’s shareholders approved an amendment to the 2013 Plan to increase the number of shares available under the 2013 Plan from 10,000,000 to 20,000,000. As of March 31, 2017, 8,289,000 shares had been issued under the 2013 Plan, with 11,711,000 shares remaining available for issuance. Stock-based compensation expense for the years ended March 31, 2017, 2016 and 2015 amounted to $1,577,994, $1,370,556 and $787,710, respectively, of which $495,775, $493,666 and $178,137, respectively, is included in selling expense and $1,082,219, $876,890 and $609,573, respectively, is included in general and administrative expense for the years ended March 31, 2017, 2016 and 2015, respectively. At March 31, 2017, total unrecognized compensation cost amounted to approximately $3,348,495, representing 6,546,375 unvested options. This cost is expected to be recognized over a weighted-average period of 2.35 years. There were 671,028, 1,079,602 and 677,127 options exercised during the years ended March 31, 2017, 2016 and 2015, respectively. The Company did not recognize any related tax benefit for the years ended March 31, 2017, 2016 and 2015, as the effects were de minimis. Stock Options Years ended March 31, 2017 2016 2015 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 13,508,086 $ 0.79 11,988,188 $ 0.58 11,174,007 $ 0.51 Granted 3,280,000 0.91 2,622,500 1.63 2,525,000 1.04 Exercised (671,028 ) 0.37 (1,079,602 ) 0.35 (677,127 ) 0.33 Forfeited (318,500 ) 3.44 (23,000 ) 4.30 (1,033,692 ) 1.10 Outstanding and expected to vest at end of period 15,798,558 $ 0.78 13,508,086 $ 0.79 11,988,188 $ 0.58 Exercisable at period end 9,285,121 $ 0.55 7,931,813 $ 0.53 7,064,133 $ 0.49 Weighted average fair value of grants during the period $ 0.57 $ 1.07 $ 0.65 The following table summarizes activity pertaining to options outstanding and exercisable at March 31, 2017: 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 — $0.25 303,100 1.48 303,100 $ 0.22 $ 403,354 $0.26 — $0.40 7,132,458 4.32 6,783,396 0.34 8,223,876 $0.41 — $1.00 5,299,500 8.40 1,137,250 0.98 644,688 $1.01 — $1.50 586,000 7.88 391,000 1.24 121,620 $1.51 — $2.00 2,471,500 7.99 664,375 1.69 — $6.01 — $7.00 6,000 0.22 6,000 6.93 — 15,798,558 6.34 9,285,121 $ 0.55 $ 9,393,538 Total stock options exercisable as of March 31, 2017 were 9,285,121. The weighted average exercise price of these options was $0.55. The weighted average remaining life of the options outstanding was 6.33 years and of the options exercisable was 4.87 years. The following summarizes activity pertaining to the Company’s unvested options for the years ended March 31, 2017, 2016 and 2015: Weighted Average Exercise Shares Price 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 Granted 3,280,000 0.91 Canceled or expired (138,250 ) 0.55 Vested (2,171,648 ) 0.94 Unvested at March 31, 2017 6,546,375 $ 1.11 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. 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, 2017 2016 2015 Risk-free interest rate 1.37% - 1.89 % 1.39% - 1.81 % 1.47% - 1.76 % Expected option life in years 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Expected stock price volatility 68% - 69 % 70% - 73 % 74% - 77 % Expected dividend yield 0 % 0 % 0 % Employee Stock Purchase Plan |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 year ended March 31, 2015, the Company purchased goods from Pallini for $3,840,446. 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, 2017, 2016 and 2015, Vector Group was paid $110,846, $85,396 and $135,475, 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, 2017, 2016 and 2015, LTS was paid $128,625, $131,054 and $210,875, 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 October 2013 and March 2017, the Company entered into various notes with certain related parties. E. As described in Note 4 in March 2017, the Company issued 1,800,000 shares of Common Stock to the Sellers and paid $20,000,000 to the Sellers in connection with the GCP Acquisition. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 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, 2017, the Company has contracted to purchase approximately €900,386 or $961,756 (translated at the March 31, 2017 exchange rate) in bulk Irish whiskey, of which €837,164, or $894,225, has been purchased as of March 31, 2017. For the contract year ending June 30, 2018, the Company has contracted to purchase approximately €1,017,189 or $1,086,520 (translated at the March 31, 2017 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, 2017, the Company has contracted to purchase approximately €394,961 or $421,882 (translated at the March 31, 2017 exchange rate) in bulk Irish whiskey, of which €313,081, or $334,421, has been purchased as of March 31, 2017. For the year ending June 30, 2018, the Company has contracted to purchase approximately €442,274 or $472,420 (translated at the March 31, 2017 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, 2016, the Company contracted and purchased approximately $2,053,750 in newly distilled bourbon. For the contract year ending December 31, 2017, the Company originally contracted to purchase approximately $2,464,500 in newly distilled bourbon, none of which had been purchased as of March 31, 2017. 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. In March 2017, the distiller notified the Company of its intent to terminate the contract under its terms after the 2017 contract year, and to limit the purchase amount for the 2017 contract year to the 2016 contract year 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, 2019 and provides for monthly payments of €1,500 or $1,602 (translated at the March 31, 2017 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 2018 $ 384,994 2019 360,982 2020 321,514 Total $ 1,067,490 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 $477,460, $335,047 and $359,714 for the years ended March 31, 2017, 2016 and 2015, respectively, and is included in general and administrative expense. F. 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. G. 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, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 15 — CONCENTRATIONS A. Credit Risk B. Customers |
Geographic Information
Geographic Information | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | 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 ginger beer, a related non-alcoholic beverage product. 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 from operations, consolidated net income (loss) attributable to common shareholders, consolidated income tax expense and consolidated assets from the U.S. and foreign countries and consolidated sales, net by category. Years ended March 31, 2017 2016 2015 Consolidated Sales, net: International $ 7,528,766 9.7 % $ 9,302,134 12.9 % $ 7,938,393 13.8 % United States 69,740,365 90.3 % 62,918,234 87.1 % 49,519,028 86.2 % Total Consolidated Sales, net $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 % Consolidated Income (Loss) from Operations: International $ (210,100 ) (11.0 )% $ (34,268 ) (3.4 )% $ 17,172 (1.6 )% United States 2,115,099 111.0 % 1,039,815 103.4 % (1,095,077 ) 101.6 % Total Consolidated Income (Loss) from Operations $ 1,904,999 100.0 % $ 1,005,547 100.0 % $ (1,077,905 ) 100.0 % Consolidated Net Loss Attributable to Common Shareholders: International $ (109,164 ) 12.8 % $ 11,490 (0.5 )% $ (101,453 ) 2.7 % United States (743,449 ) 87.2 % (2,527,858 ) 100.5 % (3,698,289 ) 97.3 % Total Consolidated Net Loss Attributable to Common Shareholders $ (852,613 ) 100.0 % $ (2,516,368 ) 100.0 % $ (3,799,742 ) 100.0 % Income tax (expense), net: United States $ (187,702 ) 100.0 % $ (1,450,848 ) 100.0 % $ (1,278,999 ) 100.0 % Consolidated Sales, net by category: Whiskey $ 28,339,770 36.7 % $ 26,009,839 36.0 % $ 19,147,028 33.3 % Rum 18,759,610 24.3 % $ 18,858,554 26.1 % $ 16,998,034 29.6 % Liqueurs 8,386,705 10.9 % 8,567,121 11.9 % 8,756,376 15.2 % Vodka 1,569,004 2.0 % 2,364,429 3.3 % 2,413,994 4.2 % Tequila 210,012 0.3 % 198,330 0.3 % 208,845 0.4 % Ginger beer 20,004,029 25.9 % 16,222,095 22.5 % 9,933,144 17.3 % Total Consolidated Sales, net $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 % As of March 31, 2017 2016 Consolidated Assets: International $ 3,234,536 6.0 % $ 2,786,333 5.7 % United States 51,107,608 94.0 % 45,824,050 94.43 % Total Consolidated Assets $ 54,342,144 100.0 % $ 48,610,383 100.0 % |
Quarterly Financial Data (Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Data (Unaudited) | NOTE 17 — QUARTERLY FINANCIAL DATA 1st 2nd 3rd 4th Fiscal 2017: Sales, net $ 16,750,925 $ 19,627,791 $ 18,309,539 $ 22,580,876 Gross profit 6,716,115 7,727,260 7,670,240 9,586,742 Net (loss) income $ (595,703 ) $ (489,854 ) $ 892,364 $ 699,725 Net (income) attributable to noncontrolling interests (170,116 ) (210,856 ) (469,798 ) (508,375 ) Net (loss) income attributable to common Stockholders $ (765,819 ) $ (700,710 ) $ 422,566 $ 191,350 Net (loss) income per common share, basic, attributable to common shareholders $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Net (loss) income per common share, diluted, attributable to common shareholders $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Weighted average shares used in computation, basic, attributable to common shareholders 160,521,947 160,698,696 160,963,862 161,065,685 Weighted average shares used in computation, diluted, attributable to common shareholders 160,521,947 160,698,696 165,245,935 165,878,218 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 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 |
Organization and Summary of S28
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | A. Description of business |
Organization and Operations | B. Organization and operations |
Brands - Rum and Ginger Beer | C. Brands Rum and Ginger Beer ® Whiskey Liqueur Vodka Tequila |
Cash and Cash Equivalents | D. Cash and cash equivalents |
Equity Investments | E. Equity investments |
Trade Accounts Receivable | F. Trade accounts receivable |
Revenue Recognition | G. Revenue recognition |
Inventories | H. Inventories During the years ended March 31, 2017, 2016 and 2015, the Company recorded an addition to allowances for obsolete and slow moving inventory of $240,000, $200,000 and $281,000, respectively. The Company recorded these allowances and write-offs on both raw materials and finished goods, primarily in connection with spoilage and slow moving inventory, label and packaging changes made to certain brands, as well as adjustments to estimated freight costs and excise taxes and certain cost variances. The charges have been recorded as increases to Cost of Sales in the respective years. |
Revisions to March 31, 2016 Balance Sheet | I. Revisions to March 31, 2016 Balance Sheet |
Equipment | J. Equipment |
Goodwill and Other Intangible Assets | K. 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, 2017 and 2016, 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 and Disposal of Long-lived Assets | L. Impairment and disposal of long-lived assets |
Shipping and Handling | M. Shipping and handling |
Excise Taxes and Duty | N. Excise taxes and duty |
Distributor Charges and Promotional Goods | O. Distributor charges and promotional goods |
Foreign Currency | P. Foreign currency |
Fair Value of Financial Instruments | Q. 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 Taxes | R. Income taxes The Company has adopted the provisions of ASC 740 and as of March 31, 2017, the Company had reserves for uncertain tax positions (including related interest and penalties) for various state and local tax issues of $20,666. The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense. |
Research and Development Costs | S. Research and development costs |
Advertising | T. Advertising |
Use of Estimates | U. Use of estimates |
Recent Accounting Pronouncements | V. Recent accounting pronouncements In February 2017, the FASB issued ASU 2017-05, “Other Income — Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.” ASU 2017-05 clarifies the scope and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and defines the term “in-substance nonfinancial asset.” ASU 2017-05 also adds guidance for partial sales of nonfinancial assets. This guidance is effective for the Company as of April 1, 2018, 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 January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment (Topic 350).” ASU 2017-04 removes Step 2 from the goodwill impairment test. This guidance is effective for the Company as of April 1, 2020, 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 January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” This ASU, which must be applied prospectively, provides a narrower framework to be used to determine if a set of assets and activities constitutes a business than under current guidance and is generally expected to result in greater consistency in the application of ASC Topic 805, Business Combinations. This guidance is effective for the Company as of April 1, 2018, 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 November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”).” The new standard requires that the statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions. This guidance is effective for the Company as of April 1, 2018, 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 October 2016, the FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other than Inventory.” This ASU removes the prohibition against the immediate recognition of the current and deferred income tax effects of intra-entity transfers of assets other than inventory. This guidance is effective for the Company as of April 1, 2018, with early adoption permitted. Entities must apply a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the period of adoption. 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 August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain Cash Receipts and Cash Payments”, which provides guidance on eight cash flow classification issues with the objective of reducing differences in practice. The new standard is effective for the Company as of April 1, 2018, with early adoption permitted. Adoption is required to be on a retrospective basis, unless impracticable for any of the amendments, in which case a prospective application is 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 March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which simplifies several aspects of the accounting for employee share-based payment transactions, including the accounting for income taxes and statutory tax withholding requirements, as well as classification in the statement of cash flows. The new standard is effective for the Company as of April 1, 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. 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 the Company as of April 1, 2019. 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 Instruments—Overall (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 the Company as of April 1, 2018, 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 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 the Company as of April 1, 2017, with early adoption permitted. The Company determined that the adoption of this guidance did not have a material effect 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 the Company as of April 1, 2018. 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. The Company does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed consolidated financial statements. |
Accounting Standards Adopted | W. Accounting standards adopted In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred Taxes.” ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company elected to adopt ASU 2015-17 early, and applied it retrospectively as allowed by the standard. The adoption of ASU 2015-17 did not have a material effect 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 became effective for the Company beginning April 1, 2016. The Company will apply the guidance prospectively for all future business combinations. 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 adopted this guidance beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2016. The Company determined that the adoption of this guidance did not have a material effect 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” (“ASU 2015-03”), 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 applied the new guidance on a retrospective basis and adjusted the balance sheet of each individual period presented to reflect the period-specific effects of applying the new guidance, reclassifying $100,049 and $170,895 in debt issuance costs from Other Assets to Credit Facility, net at March 31, 2017 and 2016, respectively, on the accompanying Consolidated Balance Sheet. In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, which requires management to assess a company’s ability to continue as a going concern and to provide related footnote disclosures in certain circumstances. Before this new standard, there was minimal guidance in U.S. GAAP specific to going concern. Under the new standard, disclosures are required when conditions give rise to substantial doubt about a company’s ability to continue as a going concern within one year from the financial statement issuance date. This guidance was effective for the Company beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2017. The Company adopted this guidance beginning with its Annual Report on Form 10-K for the fiscal year ended March 31, 2017. The Company determined that the adoption of this guidance did not have a material effect on the Company’s results of operations, cash flows and financial condition. |
Basic and Diluted Net Loss Pe29
Basic and Diluted Net Loss Per Common Share (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Potential common shares not included in calculating diluted net loss per share are as follows: Years ended March 31, 2017 2016 2015 Stock options 15,798,558 13,508,086 11,988,188 Warrants to purchase common stock — — 120,000 5% Convertible notes 1,861,111 1,861,111 1,861,111 Total 17,659,669 15,369,197 13,969,299 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | March 31, 2017 2016 Raw materials – net $ 16,714,225 $ 11,976,561 Finished goods – net 13,086,855 13,763,631 Total $ 29,801,080 $ 25,740,192 |
Equipment, Net (Tables)
Equipment, Net (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Equipment consists of the following: March 31, 2017 2016 Equipment and software $ 2,536,064 $ 2,796,064 Furniture and fixtures 112,397 112,676 Leasehold improvements 42,730 42,730 2,691,191 2,951,470 Less: accumulated depreciation 1,781,411 2,075,215 Balance $ 909,780 $ 876,255 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: March 31, 2017 2016 Definite life brands $ 170,000 $ 170,000 Trademarks 631,693 631,693 Rights 8,271,555 8,271,555 Product development 186,668 185,207 Patents 994,000 994,000 Other 55,460 55,460 10,309,376 10,307,915 Less: accumulated amortization 8,035,018 7,372,585 Net 2,274,358 2,935,330 Other identifiable intangible assets — indefinite lived* 4,112,972 4,112,972 $ 6,387,330 $ 7,048,302 * Other identifiable intangible assets — indefinite lived consists of product formulations and the Company’s relationships with its distillers. |
Schedule of Accumulated Amortization | Accumulated amortization consists of the following: March 31, 2017 2016 Definite life brands $ 170,000 $ 170,000 Trademarks 367,294 331,366 Rights 6,617,062 6,065,111 Product development 37,478 29,188 Patents 843,184 776,920 Accumulated amortization $ 8,035,018 $ 7,372,585 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Estimated aggregate amortization expense for each of the next five fiscal years is as follows: Years ending March 31, Amount 2018 $ 246,884 2019 228,551 2020 190,384 2021 188,246 2022 183,769 Total $ 1,037,834 |
Notes Payable and Capital Lea33
Notes Payable and Capital Lease (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Credit Facility | March 31, 2017 2016 Notes payable consist of the following: Foreign revolving credit facilities (A) $ — $ — Note payable – GCP note (B) 211,580 211,580 Credit facility (C) 13,133,124 12,088,594 5% Convertible notes (D) 1,675,000 1,675,000 11% Subordinated Note (E) 20,000,000 — Total $ 35,019,704 $ 13,975,174 A. The Company has arranged various credit facilities aggregating €310,305 or $331,455 (translated at the March 31, 2017 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance, customs and excise guaranty, a revolving credit facility and Company credit cards. These credit 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 at each of March 31, 2017 and 2016. 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 each of March 31, 2017 and 2016, $10,579 of accrued interest was converted to amounts due to affiliates. At each of March 31, 2017 and 2016, $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, 2017, the Credit Facility interest rate was 6.5%. 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, and Phillip Frost M.D., a principal shareholder and director, 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, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.25%. 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, 2017, the Company paid interest at 6% through December 14, 2016, then 6.25% through March 15, 2017, then 6.5% through March 31, 2017 on the Amended Agreement. 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 on the Amended Agreement. For the year ended March 31, 2017, the Company paid interest at 7.75% through December 14, 2016, and then at 8.0% through March 15, 2017, then 8.25% through March 31, 2017 on the Purchased Inventory Sublimit. 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, 2017, 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. In January 2017, the Company acquired $1,030,000 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($51,500), Richard J. Lampen ($34,333), Mark E. Andrews, III ($17,167), Brian L. Heller ($14,592), and Alfred J. Small ($5,150), as junior participants in the Purchased Inventory Sublimit with respect to such purchase. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum. At March 31, 2017 and 2016, $13,133,124 and $12,088,594, respectively, due on the Credit Facility was included in long-term liabilities. At March 31, 2017 and 2016, there was $5,866,876 and $6,911,406, respectively, in potential availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $100,049 and $170,895 of debt issuance costs at March 31, 2017 and 2016, respectively, as direct deductions from the carrying amount of the related debt liability. D. 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. At each of March 31, 2017 and 2016, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. E. In March 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the “Holder”), an entity affiliated with Phillip Frost, M.D., in the aggregate principal amount of $20,000,000 (the “Subordinated Note”). The purpose of Company’s issuance of the Subordinated Note was to finance the GCP Share Acquisition. The Subordinated Note bears interest quarterly at the rate of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on March 15, 2019. All claims of the Holder to principal, interest and any other amounts owed under the Subordinated Note are subordinated in right of payment to all indebtedness of the Company existing as of the date of the Subordinated Note. The Subordinated Note contains customary events of default and may be prepaid by the Company, in whole or in part, without penalty, at any time. |
Schedule of Maturities of Long-term Debt | Payments due on notes payable are as follows: Years ending March 31, Amount 2018 $ — 2019 21,675,000 2020 13,133,124 2021 211,580 Thereafter — Total $ 35,019,704 |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax Domestic and Foreign | The components of income before the provision (benefit) for income taxes are as follows: Year Ended March 31, 2017 Year Ended March 31, 2016 Year Ended March 31, 2015 Domestic Operations $ 945,985 $ (385,672 ) $ (2,285,380 ) Foreign Operations (251,663 ) 129,814 90,466 Total $ 694,322 $ (255,858 ) $ (2,194,914 ) |
Schedule of Provision for (Benefit From) Income Taxes | The provision (benefit) for income taxes is comprised of the following: Year Ended March 31, 2017 Year Ended March 31, 2016 Year Ended March 31, 2015 Current provision (benefit) Federal $ 1,617,000 $ 1,183,000 $ 608,589 State (784,000 ) 397,000 382,232 Foreign - - - Total current provision (benefit) $ 833,000 $ 1,580,000 $ 990,821 Deferred provision (benefit) Federal $ (540,000 ) $ (148,152 ) $ 214,958 State 9,702 19,000 73,220 Foreign (115,000 ) - - Total deferred provision (benefit) $ (645,298 ) $ (129,152 ) $ 288,178 Total provision (benefit) Federal $ 1,077,000 $ 1,034,848 $ 823,547 State (774,298 ) 416,000 455,452 Foreign (115,000 ) - - Total provision (benefit) $ 187,702 $ 1,450,848 $ 1,278,999 |
Schedule of Effective Income Tax Rate Reconciliation | The effective income tax rate varies from the current statutory federal income tax rate of 34% as follows: Years ended March 31, 2017 2016 2015 % % % Computed expected tax benefit, at 34% (34.00 ) (34.00 ) (34.00 ) Permanent items (29.70 ) 176.0 3.10 Share based compensation (48.46 ) 0.00 0.00 Change in valuation allowance* 73.68 371.5 81.8 Effect of foreign operations (67.87 ) 12.20 1.8 Increase in unrecognized tax benefit (1.65 ) 0.00 0.00 Intercompany profit 0.0 13.90 2.60 Other (2.34 ) 0.0 0.0 State and local taxes, net of federal benefit 83.31 27.5 3.0 Effective tax rate (27.03 )% 567.10 % 58.30 % *Change in valuation allowance includes state NOL and deferred tax true-ups. |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: March 31, 2017 2016 Deferred income tax assets: Foreign currency transactions $ - $ 144,000 Accounts receivable 112,000 103,000 Inventory 1,204,000 857,000 Share based compensation 665,000 679,000 U.S. federal and state net operating losses 29,374,000 33,585,000 Foreign net operating losses 1,511,000 2,003,000 Other 245,000 2,000 Total gross assets 33,111,000 37,373,000 Less: Valuation allowance (32,621,000 ) (37,355,000 ) Total deferred tax asset $ 490,000 $ 18,000 Deferred income tax liability: Intangible assets $ (994,000 ) $ (1,222,000 ) Fixed assets (6,000 ) - Other (48,766 ) - Total deferred tax liability (1,048,766 ) (1,222,000 ) Net deferred tax liability $ (558,766 ) $ (1,204,000 ) |
Schedule of Unrecognized Tax Benefits | A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and penalties, is as follows: Balance at March 31, 2016 $ - Additions based on tax positions taken in the current and prior years 18,000 Settlements - Decreases based on tax positions taken in prior years - Other - Balance at March 31, 2017 $ 18,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options Outstanding | A summary of the options outstanding under the 2003 and 2013 Plans is as follows: Years ended March 31, 2017 2016 2015 Weighted Weighted Weighted Average Average Average Exercise Exercise Exercise Shares Price Shares Price Shares Price Outstanding at beginning of year 13,508,086 $ 0.79 11,988,188 $ 0.58 11,174,007 $ 0.51 Granted 3,280,000 0.91 2,622,500 1.63 2,525,000 1.04 Exercised (671,028 ) 0.37 (1,079,602 ) 0.35 (677,127 ) 0.33 Forfeited (318,500 ) 3.44 (23,000 ) 4.30 (1,033,692 ) 1.10 Outstanding and expected to vest at end of period 15,798,558 $ 0.78 13,508,086 $ 0.79 11,988,188 $ 0.58 Exercisable at period end 9,285,121 $ 0.55 7,931,813 $ 0.53 7,064,133 $ 0.49 Weighted average fair value of grants during the period $ 0.57 $ 1.07 $ 0.65 |
Schedule of Options Outstanding and Exercisable | The following table summarizes activity pertaining to options outstanding and exercisable at March 31, 2017: 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 — $0.25 303,100 1.48 303,100 $ 0.22 $ 403,354 $0.26 — $0.40 7,132,458 4.32 6,783,396 0.34 8,223,876 $0.41 — $1.00 5,299,500 8.40 1,137,250 0.98 644,688 $1.01 — $1.50 586,000 7.88 391,000 1.24 121,620 $1.51 — $2.00 2,471,500 7.99 664,375 1.69 — $6.01 — $7.00 6,000 0.22 6,000 6.93 — 15,798,558 6.34 9,285,121 $ 0.55 $ 9,393,538 |
Summarizes Activity Pertaining to Unvested Options | The following summarizes activity pertaining to the Company’s unvested options for the years ended March 31, 2017, 2016 and 2015: Weighted Average Exercise Shares Price 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 Granted 3,280,000 0.91 Canceled or expired (138,250 ) 0.55 Vested (2,171,648 ) 0.94 Unvested at March 31, 2017 6,546,375 $ 1.11 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | 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, 2017 2016 2015 Risk-free interest rate 1.37% - 1.89 % 1.39% - 1.81 % 1.47% - 1.76 % Expected option life in years 5.5 - 6.25 5.5 - 6.25 5.5 - 6.25 Expected stock price volatility 68% - 69 % 70% - 73 % 74% - 77 % Expected dividend yield 0 % 0 % 0 % |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | Future minimum lease payments for leases with initial or remaining terms in excess of one year are as follows: Years ending March 31, Amount 2018 $ 384,994 2019 360,982 2020 321,514 Total $ 1,067,490 |
Geographic Information (Tables)
Geographic Information (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | . The following table sets forth the amounts and percentage of consolidated sales, net, consolidated income from operations, consolidated net income (loss) attributable to common shareholders, consolidated income tax expense and consolidated assets from the U.S. and foreign countries and consolidated sales, net by category. Years ended March 31, 2017 2016 2015 Consolidated Sales, net: International $ 7,528,766 9.7 % $ 9,302,134 12.9 % $ 7,938,393 13.8 % United States 69,740,365 90.3 % 62,918,234 87.1 % 49,519,028 86.2 % Total Consolidated Sales, net $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 % Consolidated Income (Loss) from Operations: International $ (210,100 ) (11.0 )% $ (34,268 ) (3.4 )% $ 17,172 (1.6 )% United States 2,115,099 111.0 % 1,039,815 103.4 % (1,095,077 ) 101.6 % Total Consolidated Income (Loss) from Operations $ 1,904,999 100.0 % $ 1,005,547 100.0 % $ (1,077,905 ) 100.0 % Consolidated Net Loss Attributable to Common Shareholders: International $ (109,164 ) 12.8 % $ 11,490 (0.5 )% $ (101,453 ) 2.7 % United States (743,449 ) 87.2 % (2,527,858 ) 100.5 % (3,698,289 ) 97.3 % Total Consolidated Net Loss Attributable to Common Shareholders $ (852,613 ) 100.0 % $ (2,516,368 ) 100.0 % $ (3,799,742 ) 100.0 % Income tax (expense), net: United States $ (187,702 ) 100.0 % $ (1,450,848 ) 100.0 % $ (1,278,999 ) 100.0 % Consolidated Sales, net by category: Whiskey $ 28,339,770 36.7 % $ 26,009,839 36.0 % $ 19,147,028 33.3 % Rum 18,759,610 24.3 % $ 18,858,554 26.1 % $ 16,998,034 29.6 % Liqueurs 8,386,705 10.9 % 8,567,121 11.9 % 8,756,376 15.2 % Vodka 1,569,004 2.0 % 2,364,429 3.3 % 2,413,994 4.2 % Tequila 210,012 0.3 % 198,330 0.3 % 208,845 0.4 % Ginger beer 20,004,029 25.9 % 16,222,095 22.5 % 9,933,144 17.3 % Total Consolidated Sales, net $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 % As of March 31, 2017 2016 Consolidated Assets: International $ 3,234,536 6.0 % $ 2,786,333 5.7 % United States 51,107,608 94.0 % 45,824,050 94.43 % Total Consolidated Assets $ 54,342,144 100.0 % $ 48,610,383 100.0 % |
Quarterly Financial Data (Una38
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Mar. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information | 1st 2nd 3rd 4th Fiscal 2017: Sales, net $ 16,750,925 $ 19,627,791 $ 18,309,539 $ 22,580,876 Gross profit 6,716,115 7,727,260 7,670,240 9,586,742 Net (loss) income $ (595,703 ) $ (489,854 ) $ 892,364 $ 699,725 Net (income) attributable to noncontrolling interests (170,116 ) (210,856 ) (469,798 ) (508,375 ) Net (loss) income attributable to common Stockholders $ (765,819 ) $ (700,710 ) $ 422,566 $ 191,350 Net (loss) income per common share, basic, attributable to common shareholders $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Net (loss) income per common share, diluted, attributable to common shareholders $ (0.00 ) $ (0.00 ) $ 0.00 $ 0.00 Weighted average shares used in computation, basic, attributable to common shareholders 160,521,947 160,698,696 160,963,862 161,065,685 Weighted average shares used in computation, diluted, attributable to common shareholders 160,521,947 160,698,696 165,245,935 165,878,218 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 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 |
Organization and Summary of S39
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Allowance for doubtful accounts receivable | $ 123,200 | $ 61,000 | $ 236,000 |
Reversal of provision for obsolete inventory | $ 240,000 | 200,000 | 281,000 |
Inventory value overstated | 1,493,130 | ||
Change in inventory vlaue | 1,493,130 | ||
Change in inventory accumulated deficit | 1,493,130 | ||
Property, plant and equipment, depreciation methods | straight-line method | ||
Impairment and disposal of long-lived assets | |||
Shipping, handling and transportation costs | 2,347,121 | 2,635,430 | 2,574,471 |
Uncertain tax related to interest and penalties | 20,666 | ||
Advertising expense | 4,486,796 | 4,960,301 | $ 3,184,392 |
Debt issuance costs | $ 100,049 | $ 170,895 | |
Minimum [Member] | |||
Property, plant and equipment, estimated useful lives | 3 years | ||
Maximum [Member] | |||
Property, plant and equipment, estimated useful lives | 5 years | ||
Gosling-Castle Partners Inc [Member] | |||
Equity method investee, cumulative percentage of ownership interest | 80.10% | ||
Uncertain tax related to interest and penalties | $ 2,000 |
Basic and Diluted Net Loss Pe40
Basic and Diluted Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Common shares not included in calculating diluted net loss per share | 17,659,669 | 15,369,197 | 13,969,299 |
Stock Options [Member] | |||
Common shares not included in calculating diluted net loss per share | 15,798,558 | 13,508,086 | 11,988,188 |
Warrants to Purchase Common Stock [Member] | |||
Common shares not included in calculating diluted net loss per share | 120,000 | ||
5% Convertible Notes [Member] | |||
Common shares not included in calculating diluted net loss per share | 1,861,111 | 1,861,111 | 1,861,111 |
Basic and Diluted Net Loss Pe41
Basic and Diluted Net Loss Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Earnings Per Share [Abstract] | |||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Inventory Disclosure [Abstract] | |||
Percentage of raw materials located outside united states | 9.00% | 11.00% | |
Percentage of finished goods located outside united states | 7.00% | 5.00% | |
Payments to acquire inventory | $ 6,900,819 | $ 5,441,432 | $ 5,333,763 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials - net | $ 16,714,225 | $ 11,976,561 |
Finished goods - net | 13,086,855 | 13,763,631 |
Total | $ 29,801,080 | $ 25,740,192 |
Equity Investment (Details Narr
Equity Investment (Details Narrative) - USD ($) | Sep. 30, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Effect of acquisition of an additional of noncontrolling interests | $ 22,448,000 | |||||||||||||
Net income (loss) attributable to noncontrolling interest | $ (508,375) | $ (469,798) | $ (210,856) | $ (170,116) | $ 4,862 | $ (211,792) | $ (329,214) | $ (273,518) | 1,359,145 | $ 809,662 | $ 325,829 | |||
Stockholders equity attributable to noncontrolling interest | 2,479,512 | 3,353,191 | 2,479,512 | 3,353,191 | ||||||||||
Payments of ordinary dividends, noncontrolling interest | 600,000 | |||||||||||||
Income from equity method investments | 51,430 | 18,667 | ||||||||||||
Investment in non-consolidated affiliate equity | $ 570,097 | 518,667 | 570,097 | 518,667 | ||||||||||
Noncontrolling Interests [Member] | ||||||||||||||
Effect of acquisition of an additional of noncontrolling interests | 2,232,824 | |||||||||||||
Paid-In Capital [Member] | ||||||||||||||
Effect of acquisition of an additional of noncontrolling interests | $ 20,215,176 | |||||||||||||
Gosling-Castle Partners Inc [Member] | ||||||||||||||
Number of stock issued during period acquisitions, shares | 201,000 | |||||||||||||
Equity method interest, percentage | 20.10% | 20.10% | ||||||||||||
Cash | $ 20,000,000 | $ 20,000,000 | ||||||||||||
Number of common stock shares issued | 1,800,000 | |||||||||||||
Income (loss) from subsidiaries, before tax | $ 3,762,130 | 3,475,006 | 814,573 | |||||||||||
Net income (loss) attributable to noncontrolling interest | 1,359,145 | 809,662 | $ 325,829 | |||||||||||
Stockholders equity attributable to noncontrolling interest | $ 2,479,512 | 3,353,191 | $ 2,479,512 | 3,353,191 | ||||||||||
Subsidiary dividend | $ 1,500,000 | $ 1,500,000 | ||||||||||||
Percentage of subsidiary dividend allocated | 60.00% | |||||||||||||
Investment income, dividend | $ 900,000 | |||||||||||||
Percentage of subsidiary dividend allocated to noncontrolling interests | 40.00% | 40.00% | ||||||||||||
Payments of ordinary dividends, noncontrolling interest | $ 600,000 | $ 600,000 | ||||||||||||
Gosling-Castle Partners Inc [Member] | Maximum [Member] | ||||||||||||||
Equity method interest, percentage | 80.10% | 80.10% | ||||||||||||
Copperhead Distillery Company [Member] | ||||||||||||||
Equity method interest, percentage | 20.00% | 20.00% | ||||||||||||
Payment to acquire finished goods | $ 500,000 | |||||||||||||
Income from equity method investments | $ 51,430 | 18,667 | ||||||||||||
Investment in non-consolidated affiliate equity | $ 570,097 | $ 518,667 | $ 570,097 | $ 518,667 |
Equipment, Net (Details Narrati
Equipment, Net (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation expense | $ 366,381 | $ 280,702 | $ 249,683 |
Equipment, Net - Schedule of Pr
Equipment, Net - Schedule of Property, Plant and Equipment (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Property, Plant and Equipment [Abstract] | ||
Equipment and software | $ 2,536,064 | $ 2,796,064 |
Furniture and fixtures | 112,397 | 112,676 |
Leasehold improvements | 42,730 | 42,730 |
Property, Plant and Equipment, Gross | 2,691,191 | 2,951,470 |
Less: accumulated depreciation | 1,781,411 | 2,075,215 |
Balance | $ 909,780 | $ 876,255 |
Goodwill and Intangible Asset47
Goodwill and Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Goodwill | $ 496,226 | $ 496,226 | |
Amortization expense of intangible assets | $ 663,712 | $ 658,811 | $ 655,769 |
Goodwill and Intangible Asset48
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Definite life brands | $ 170,000 | $ 170,000 | |
Trademarks | 631,693 | 631,693 | |
Rights | 8,271,555 | 8,271,555 | |
Product development | 186,668 | 185,207 | |
Patents | 994,000 | 994,000 | |
Other | 55,460 | 55,460 | |
Finite-Lived Intangible Assets, Gross | 10,309,376 | 10,307,915 | |
Less: accumulated amortization | 8,035,018 | 7,372,585 | |
Net | 2,274,358 | 2,935,330 | |
Other identifiable intangible assets - indefinite lived | [1] | 4,112,972 | 4,112,972 |
Total intangible assets, net | $ 6,387,330 | $ 7,048,302 | |
[1] | Other identifiable intangible assets - indefinite lived consists of product formulations and the Company's relationships with its distillers. |
Goodwill and Intangible Asset49
Goodwill and Intangible Assets - Schedule of Accumulated Amortization (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Accumulated amortization | $ 8,035,018 | $ 7,372,585 |
Definite Life Brands [Member] | ||
Accumulated amortization | 170,000 | 170,000 |
Trademarks [Member] | ||
Accumulated amortization | 367,294 | 331,366 |
Rights [Member] | ||
Accumulated amortization | 6,617,062 | 6,065,111 |
Product Development [Member] | ||
Accumulated amortization | 37,478 | 29,188 |
Patents [Member] | ||
Accumulated amortization | $ 843,184 | $ 776,920 |
Goodwill and Intangible Asset50
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets, Future Amortization Expense (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Total | $ 2,274,358 | $ 2,935,330 |
Finite-Lived Intangible Assets [Member] | ||
2,018 | 246,884 | |
2,019 | 228,551 | |
2,020 | 190,384 | |
2,021 | 188,246 | |
2,022 | 183,769 | |
Total | $ 1,037,834 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Mar. 31, 2016USD ($) | Mar. 31, 2016EUR (€) |
Restricted cash | $ | $ 331,455 | $ 345,076 | ||
Euro [Member] | ||||
Restricted cash | € | € 310,305 | € 303,890 |
Notes Payable and Capital Lea52
Notes Payable and Capital Lease - Schedule of Notes Payable and Credit Facility (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 | |
Notes payable and credit facility | $ 35,019,704 | $ 13,975,174 | |
Foreign Revolving Credit Facilities [Member] | |||
Notes payable and credit facility | [1] | ||
Note Payable - GCP Note [Member] | |||
Notes payable and credit facility | [2] | 211,580 | 211,580 |
Credit Facility [Member] | |||
Notes payable and credit facility | [3] | 13,133,124 | 12,088,594 |
5% Convertible Notes [Member] | |||
Notes payable and credit facility | [4] | 1,675,000 | 1,675,000 |
11% Subordinated Note [Member] | |||
Notes payable and credit facility | [5] | $ 20,000,000 | |
[1] | The Company has arranged various credit facilities aggregating €310,305 or $331,455 (translated at the March 31, 2017 exchange rate) with an Irish bank, including overdraft coverage, creditors' insurance, customs and excise guaranty, a revolving credit facility and Company credit cards. These credit 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 at each of March 31, 2017 and 2016. | ||
[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 each of March 31, 2017 and 2016, $10,579 of accrued interest was converted to amounts due to affiliates. At each of March 31, 2017 and 2016, $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. | ||
[4] | 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. | ||
[5] | In March 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the "Holder"), an entity affiliated with Phillip Frost, M.D., in the aggregate principal amount of $20,000,000 (the "Subordinated Note"). The purpose of Company's issuance of the Subordinated Note was to finance the GCP Share Acquisition. The Subordinated Note bears interest quarterly at the rate of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on March 15, 2019. All claims of the Holder to principal, interest and any other amounts owed under the Subordinated Note are subordinated in right of payment to all indebtedness of the Company existing as of the date of the Subordinated Note. The Subordinated Note contains customary events of default and may be prepaid by the Company, in whole or in part, without penalty, at any time. |
Notes Payable and Capital Lea53
Notes Payable and Capital Lease - Schedule of Notes Payable and Credit Facility (Details) (Parenthetical) - USD ($) | Aug. 31, 2015 | Dec. 31, 2009 | Aug. 31, 2015 | Oct. 31, 2013 | Mar. 31, 2017 | Mar. 31, 2016 | Jan. 31, 2017 | Mar. 31, 2015 | Sep. 30, 2014 | Aug. 30, 2011 |
Line of credit, current | ||||||||||
Notes payable, noncurrent | 211,580 | 211,580 | ||||||||
Purchased Inventory Sublimit Amount To Acquire Inventory | $ 3,000,000 | |||||||||
Due to other related parties, current | 412,269 | 312,813 | ||||||||
Payments to acquire inventory | $ 6,900,819 | $ 5,441,432 | $ 5,333,763 | |||||||
Debt instrument, interest rate | 5.00% | 5.00% | 5.00% | |||||||
Line of credit facility, remaining borrowing capacity | $ 5,866,876 | $ 6,911,406 | ||||||||
Debt issuance costs, net | 100,049 | 170,895 | ||||||||
Convertible notes payable, noncurrent | 1,675,000 | $ 1,675,000 | ||||||||
Convertible Notes [Member] | ||||||||||
Debt instrument, convertible, if-converted value in excess of principal | $ 50,000 | |||||||||
Debt conversion price percentage | 250.00% | |||||||||
Frost Gamma Investments Trust [Member] | ||||||||||
Due to other related parties, current | $ 150,000 | $ 51,500 | ||||||||
Frost Gamma Investments Trust [Member] | Phillip Frost [Member] | ||||||||||
Debt instrument, maturity date | Mar. 15, 2019 | |||||||||
Debt instrument, interest rate | 11.00% | |||||||||
Convertible notes payable, noncurrent | $ 20,000,000 | |||||||||
Mark E. Andrews, III [Member] | ||||||||||
Notes payable, noncurrent | 50,000 | |||||||||
Due to other related parties, current | 50,000 | 17,167 | ||||||||
Richard J. Lampen [Member] | ||||||||||
Notes payable, noncurrent | 50,000 | |||||||||
Due to other related parties, current | 100,000 | 34,333 | ||||||||
Alfred J. Small [Member] | ||||||||||
Due to other related parties, current | 15,000 | 5,150 | ||||||||
Brian L. Heller [Member] | ||||||||||
Due to other related parties, current | 14,592 | |||||||||
Dr. Phillip Frost [Member] | ||||||||||
Notes payable, noncurrent | 500,000 | |||||||||
Glenn Halpryn [Member] | ||||||||||
Notes payable, noncurrent | 200,000 | |||||||||
Dennis Scholl [Member] | ||||||||||
Notes payable, noncurrent | 100,000 | |||||||||
Vector Group Ltd [Member] | ||||||||||
Notes payable, noncurrent | $ 200,000 | |||||||||
Loan Agreement [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 19,000,000 | |||||||||
Amended Agreement [Member] | ||||||||||
Line of credit facility, interest rate description | The monthly facility fee is 0.75% per annum of the maximum Credit Facility. | |||||||||
Equity method interest, percentage | 5.00% | |||||||||
Debt instrument, interest rate during period | 6.50% | 6.00% | ||||||||
Amended Agreement [Member] | December 14, 2016 [Member] | ||||||||||
Debt instrument, interest rate during period | 6.00% | |||||||||
Amended Agreement [Member] | March 15, 2017 [Member] | ||||||||||
Debt instrument, interest rate during period | 6.25% | |||||||||
Amended Agreement [Member] | August 9, 2015 [Member] | ||||||||||
Debt instrument, interest rate during period | 6.00% | |||||||||
Amended Agreement [Member] | December 15, 2015 [Member] | ||||||||||
Debt instrument, interest rate during period | 5.75% | |||||||||
First Amendment [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 7,000,000 | 7,000,000 | ||||||||
First Amendment [Member] | Minimum [Member] | ||||||||||
Long-term Line of Credit | 12,000,000 | 12,000,000 | ||||||||
First Amendment [Member] | Maximum [Member] | ||||||||||
Long-term Line of Credit | $ 19,000,000 | 19,000,000 | ||||||||
Loan Agreement Amendment [Member] | ||||||||||
Line of credit facility, interest rate during period | 8.25% | |||||||||
Line of credit facility, expiration date | Jul. 31, 2019 | |||||||||
Line of credit facility, interest rate description | (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. | The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility | ||||||||
Percentage of Monthly Fee | 0.75% | |||||||||
Monthly Facility Fee | $ 2,000 | |||||||||
Commitment fee | $ 18,000 | $ 45,000 | ||||||||
Purchased inventory sublimit | Purchased Inventory Sublimit shall be limited to seventy percent (70%) | |||||||||
Proceeds from related party debt | $ 4,900,000 | |||||||||
Closing fee payable | 18,000 | |||||||||
Purchased Inventory Sublimit [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 19,000,000 | $ 19,000,000 | ||||||||
Debt instrument, interest rate during period | 8.25% | 7.75% | ||||||||
Payments to acquire inventory | $ 1,030,000 | |||||||||
Debt instrument, interest rate | 11.00% | |||||||||
Purchased Inventory Sublimit [Member] | December 14, 2016 [Member] | ||||||||||
Debt instrument, interest rate during period | 7.75% | |||||||||
Purchased Inventory Sublimit [Member] | March 15, 2017 [Member] | ||||||||||
Debt instrument, interest rate during period | 8.00% | |||||||||
Purchased Inventory Sublimit [Member] | December 15, 2015 [Member] | ||||||||||
Debt instrument, interest rate during period | 7.50% | |||||||||
Note Purchase Agreement [Member] | Convertible Notes [Member] | ||||||||||
Debt instrument, maturity date | Dec. 15, 2018 | |||||||||
Debt instrument, interest rate | 5.00% | |||||||||
Unsecured debt | $ 2,125,000 | |||||||||
Debt instrument, convertible, conversion price | $ 0.90 | |||||||||
GCP Note [Member] | ||||||||||
Notes payable, noncurrent | $ 211,580 | $ 211,580 | $ 211,580 | |||||||
Debt instrument, maturity date | Apr. 1, 2020 | |||||||||
Debt instrument, interest rate at period end | 5.00% | |||||||||
Other accrued liabilities, noncurrent | 10,579 | 10,579 | ||||||||
Euro [Member] | ||||||||||
Line of credit, current | 0 | 0 | ||||||||
Irish Bank [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 331,455 | |||||||||
Line of credit facility, interest rate during period | 1.70% | |||||||||
Irish Bank [Member] | Euro [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 310,305 | |||||||||
Credit Facility [Member] | ||||||||||
Line of credit facility, interest rate during period | 6.50% | |||||||||
Line of credit facility, interest rate description | (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. | |||||||||
Line of Credit Facility, Amendment Fees, Amount | $ 120,000 | |||||||||
Debt instrument, interest rate during period | 3.25% | |||||||||
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) | |||||||||
Long-term debt, gross | $ 13,133,124 | $ 12,088,594 | ||||||||
Credit Facility [Member] | Minimum [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | $ 8,000,000 | |||||||||
Line of credit changes in inventory sub-limit | 4,000,000 | |||||||||
Line of credit facility, expiration date | Dec. 31, 2016 | |||||||||
Credit Facility [Member] | Maximum [Member] | ||||||||||
Line of credit facility, maximum borrowing capacity | 12,000,000 | |||||||||
Line of credit changes in inventory sub-limit | $ 6,000,000 | |||||||||
Line of credit facility, expiration date | Jul. 31, 2019 |
Notes Payable and Capital Lea54
Notes Payable and Capital Lease - Schedule of Maturities of Long-term Debt (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Debt Disclosure [Abstract] | ||
2,018 | ||
2,019 | 21,675,000 | |
2,020 | 13,133,124 | |
2,021 | 211,580 | |
Thereafter | ||
Total | $ 35,019,704 | $ 13,975,174 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Sep. 30, 2015 | Nov. 30, 2014 | Nov. 30, 2013 | Sep. 30, 2015 | Jun. 30, 2014 | Mar. 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 |
Proceeds from issuance of common stock | $ 3,251,989 | $ 3,319,915 | |||||||
Sale of stock issued during period, value | 3,127,113 | 3,133,568 | |||||||
Payments of stock issuance costs | 14,355 | 124,876 | 186,347 | ||||||
Payments of ordinary dividends, noncontrolling interest | $ 600,000 | ||||||||
GCP Acquisition [Member] | |||||||||
Sale of stock issued during period, shares | 1,800,000 | ||||||||
Sale of stock issued during period, value | $ 20,000,000 | ||||||||
Gosling-Castle Partners Inc [Member] | |||||||||
Sale of stock issued during period, shares | 1,800,000 | ||||||||
Subsidiary dividend | $ 1,500,000 | $ 1,500,000 | |||||||
Percentage of subsidiary dividend allocated to noncontrolling interests | 40.00% | 40.00% | |||||||
Payments of ordinary dividends, noncontrolling interest | $ 600,000 | $ 600,000 | |||||||
Convertible Note [Member] | |||||||||
Stock issued during period, value, conversion of convertible securities | 450,000 | ||||||||
Debt conversion, interest amount | $ 1,417 | ||||||||
Stock issued during period, shares, conversion of convertible securities | 501,574 | ||||||||
2014 Distribution Agreement [Member] | |||||||||
Compensation percentage | 2.00% | ||||||||
Intercompany agreements, description | 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. | ||||||||
Sale of stock issued during period, shares | 1,290,581 | 2,119,282 | |||||||
Sale of stock issued during period, value | $ 2,088,674 | $ 3,251,989 | |||||||
Payments of stock issuance costs | $ 122,149 | $ 124,876 | |||||||
2014 Distribution Agreement [Member] | Maximum [Member] | |||||||||
Proceeds from issuance of common stock | $ 10,000,000 | $ 4,700,000 | |||||||
2013 Distribution Agreement [Member] | |||||||||
Sale of stock issued during period, shares | 1,247,343 | ||||||||
Sale of stock issued during period, value | $ 1,231,241 | ||||||||
Payments of stock issuance costs | $ 64,198 | ||||||||
2013 Distribution Agreement [Member] | Maximum [Member] | |||||||||
Proceeds from issuance of common stock | $ 6,000,000 |
Provision for Income Taxes (Det
Provision for Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Effective income tax benefit percentage | (27.03%) | 567.10% | 58.30% |
Valuation of deferred tax assets | $ 4,734,000 | ||
Deferred tax liabilities, intangible assets | (994,000) | $ (1,222,000) | |
Income tax, interest and penalties | $ 20,666 | ||
Gosling-Castle Partners Inc [Member] | |||
Effective income tax benefit percentage | 20.10% | ||
Deferred tax liabilities, intangible assets | $ 559,000 | ||
Income tax, interest and penalties | 2,000 | ||
Domestic Tax Authority [Member] | |||
Net, operating loss carryforwards | $ 83,446,000 | ||
Operating loss carryforwards expiration period | expire in Fiscal 2023 through 2037 | ||
Irish [Member] | |||
Net, operating loss carryforwards | $ 12,092,000 |
Provision for Income Taxes - Sc
Provision for Income Taxes - Schedule of Income before Income Tax Domestic and Foreign (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Provision For Income Taxes - Schedule Of Income Before Income Tax Domestic And Foreign Details | |||
Domestic Operations | $ 945,985 | $ (385,672) | $ (2,285,380) |
Foreign Operations | (251,663) | 129,814 | 90,466 |
Total | $ 694,234 | $ (255,858) | $ (2,194,914) |
Provision for Income Taxes - 58
Provision for Income Taxes - Schedule of Provision for (Benefit From) Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Federal, Current | $ 1,617,000 | $ 1,183,000 | $ 608,589 |
State and Local, Current | (784,000) | 397,000 | 382,232 |
Foreign, Current | |||
Total, Current | 833,000 | 1,580,000 | 990,821 |
Federal, Deferred | (540,000) | (148,152) | 214,958 |
State and Local, Deferred | 9,702 | 19,000 | 73,220 |
Foreign, Deferred | (115,000) | ||
Total, Deferred | (645,235) | (129,152) | 288,178 |
Federal, Total | 1,077,000 | 1,034,848 | 823,547 |
State and Local, Total | (774,298) | 416,000 | 455,452 |
Foreign, Total | (115,000) | ||
Total | $ 187,702 | $ 1,450,848 | $ 1,278,999 |
Provision for Income Taxes - 59
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Income Tax Disclosure [Abstract] | ||||
Computed expected tax benefit, at 34% | (34.00%) | (34.00%) | (34.00%) | |
Permanent items | (29.70%) | 176.00% | 3.10% | |
Share based compensation | (48.46%) | 0.00% | 0.00% | |
Change in valuation allowance | [1] | 73.68% | 371.50% | 81.80% |
Effect of foreign rate differential | (67.87%) | 12.20% | 1.80% | |
Increase in unrecognized tax benefit | (1.65%) | 0.00% | 0.00% | |
Intercompany profit | 0.00% | 13.90% | 2.60% | |
Other | (2.34%) | 0.00% | 0.00% | |
State and local taxes, net of federal benefit | (83.31%) | 27.50% | 3.00% | |
Income tax expense (benefit) | (27.03%) | 567.10% | 58.30% | |
[1] | Change in valuation allowance includes state NOL and deferred tax true-ups |
Provision for Income Taxes - 60
Provision for Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) (Parenthetical) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Effective income tax rate and federal statutory rate | 34.00% | 34.00% | 34.00% |
Provision for Income Taxes - 61
Provision for Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) | Mar. 31, 2017 | Mar. 31, 2016 |
Provision For Income Taxes - Schedule Of Deferred Tax Assets And Liabilities Details | ||
Foreign currency transactions | $ 144,000 | |
Accounts receivable | 112,000 | 103,000 |
Inventory | 1,204,000 | 857,000 |
Stock based compensation | 665,000 | 679,000 |
U.S. federal and state net operating losses | 29,374,000 | 33,585,000 |
Foreign net operating losses | 1,511,000 | 2,003,000 |
Other | 245,000 | 2,000 |
Total gross assets | 33,111,000 | 37,373,000 |
Less: Valuation allowance | (32,621,000) | (37,355,000) |
Net deferred asset | 490,000 | 18,000 |
Intangible assets | (994,000) | (1,222,000) |
Fixed assets | (6,000) | |
Other | (48,766) | |
Total deferred tax liability | (1,048,766) | (1,222,000) |
Net deferred income tax liability | $ (558,766) | $ (1,204,000) |
Provision for Income Taxes - 62
Provision for Income Taxes - Schedule of Unrecognized Tax Benefits (Details) | 12 Months Ended |
Mar. 31, 2017USD ($) | |
Provision For Income Taxes - Schedule Of Unrecognized Tax Benefits Details | |
Balance at March 31, 2016 | $ 18,000 |
Additions based on tax positions taken in the current and prior years | |
Settlements | |
Decreases based on tax positions taken in prior years | |
Other | |
Balance at March 31, 2017 | $ 18,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 12 Months Ended | ||||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | Oct. 31, 2012 | Jul. 31, 2003 | |
Share-based compensation | $ 1,577,994 | $ 1,370,556 | $ 787,710 | ||
Unrecognized compensation cost | $ 3,348,495 | ||||
Employee service number of share based compensation non vested awards total compensation cost not yet recognized stock options | 6,546,375 | ||||
Expected weighted average vesting period | 2 years 4 months 6 days | ||||
Number of stock options shares exercisable | 9,285,121 | ||||
Weighted average exercise price of exercisable stock option | $ 0.55 | ||||
Weighted average remaining life of options outstanding | 6 years 4 months 2 days | ||||
Weighted average remaining life of options outstanding, exercisable | 4 years 10 months 14 days | ||||
2017 Employee Stock Purchase Plan [Member] | |||||
Number of common stock issued, shares | 3,000,000 | ||||
Common Stock [Member] | |||||
Number of stock option shares exercised during the period | 671,028 | 1,079,602 | 677,127 | ||
SellingExpenseMember | |||||
Share-based compensation | $ 495,775 | $ 493,666 | $ 178,137 | ||
General and Administrative Expense [Member] | |||||
Share-based compensation | $ 1,082,219 | $ 876,890 | $ 609,573 | ||
2003 Stock Incentive Plan [Member] | |||||
Number of common stock shares available for distribution | 2,000,000 | ||||
2003 Stock Incentive Plan [Member] | Minimum [Member] | |||||
Number of common stock shares available for distribution | 2,000,000 | ||||
2003 Stock Incentive Plan [Member] | Maximum [Member] | |||||
Number of common stock shares available for distribution | 12,000,000 | ||||
2013 Incentive Compensation Plan [Member] | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 10,000,000 | ||||
Number of stock option shares of common stock granted | 8,289,000 | ||||
Number of shares remaining available for issuance | 11,711,000 | ||||
2013 Incentive Compensation Plan [Member] | Minimum [Member] | |||||
Number of common stock shares available for distribution | 10,000,000 | ||||
2013 Incentive Compensation Plan [Member] | Maximum [Member] | |||||
Number of common stock shares available for distribution | 20,000,000 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Share-based Compensation, Stock Options Outstanding (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Shares, Outstanding and expected to vest at end of period | 15,798,558 | ||
Shares, Exercisable at period end | 9,285,121 | ||
Weighted Average Exercise Price, Exercisable at period end | $ 0.55 | ||
Stock Option [Member] | |||
Shares, Outstanding at beginning of year | 13,508,086 | 11,988,188 | 11,174,007 |
Shares, Granted | 3,280,000 | 2,622,500 | 2,525,000 |
Shares, Exercised | (671,028) | (1,079,602) | (677,127) |
Shares, Forfeited | (318,500) | (23,000) | (1,033,692) |
Shares, Outstanding and expected to vest at end of period | 15,798,558 | 13,508,086 | 11,988,188 |
Shares, Exercisable at period end | 9,285,121 | 7,931,813 | 7,064,133 |
Weighted Average Exercise Price, Outstanding at beginning of year | $ 0.79 | $ 0.58 | $ 0.51 |
Weighted Average Exercise Price, Granted | 0.91 | 1.63 | 1.04 |
Weighted Average Exercise Price, Exercised | 0.37 | 0.35 | 0.33 |
Weighted Average Exercise Price, Forfeited | 3.44 | 4.30 | 1.10 |
Weighted Average Exercise Price, Outstanding and expected to vest at end of period | 0.78 | 0.79 | 0.58 |
Weighted Average Exercise Price, Exercisable at period end | 0.55 | 0.53 | 0.49 |
Weighted average fair value of grants during the period | $ 0.57 | $ 1.07 | $ 0.65 |
Stock-Based Compensation - Sc65
Stock-Based Compensation - Schedule of Options Outstanding and Exercisable (Details) | 12 Months Ended |
Mar. 31, 2017USD ($)$ / sharesshares | |
Options outstanding, shares | shares | 15,798,558 |
Options outstanding, weighted average remaining life in years | 6 years 4 months 2 days |
Options exercisable, shares | shares | 9,285,121 |
Options exercisable, weighted average exercise price | $ 0.55 |
Aggregate intrinsic value | $ | $ 9,393,538 |
Stock Option 1 [Member] | |
Range of excercise prices, lower limit | $ 0.01 |
Range of excercise prices, upper limit | $ 0.25 |
Options outstanding, shares | shares | 303,100 |
Options outstanding, weighted average remaining life in years | 1 year 5 months 23 days |
Options exercisable, shares | shares | 303,100 |
Options exercisable, weighted average exercise price | $ 0.22 |
Aggregate intrinsic value | $ | $ 403,354 |
Stock Option 2 [Member] | |
Range of excercise prices, lower limit | $ 0.26 |
Range of excercise prices, upper limit | $ 0.40 |
Options outstanding, shares | shares | 7,132,458 |
Options outstanding, weighted average remaining life in years | 4 years 3 months 26 days |
Options exercisable, shares | shares | 6,783,396 |
Options exercisable, weighted average exercise price | $ 0.34 |
Aggregate intrinsic value | $ | $ 8,223,876 |
Stock Option 3 [Member] | |
Range of excercise prices, lower limit | $ 0.41 |
Range of excercise prices, upper limit | $ 1 |
Options outstanding, shares | shares | 5,299,500 |
Options outstanding, weighted average remaining life in years | 8 years 4 months 24 days |
Options exercisable, shares | shares | 1,137,250 |
Options exercisable, weighted average exercise price | $ 0.98 |
Aggregate intrinsic value | $ | $ 644,688 |
Stock Option 4 [Member] | |
Range of excercise prices, lower limit | $ 1.01 |
Range of excercise prices, upper limit | $ 1.50 |
Options outstanding, shares | shares | 586,000 |
Options outstanding, weighted average remaining life in years | 7 years 10 months 17 days |
Options exercisable, shares | shares | 391,000 |
Options exercisable, weighted average exercise price | $ 1.24 |
Aggregate intrinsic value | $ | $ 121,620 |
Stock Option 5 [Member] | |
Range of excercise prices, lower limit | $ 1.51 |
Range of excercise prices, upper limit | $ 2 |
Options outstanding, shares | shares | 2,471,500 |
Options outstanding, weighted average remaining life in years | 7 years 11 months 26 days |
Options exercisable, shares | shares | 664,375 |
Options exercisable, weighted average exercise price | $ 1.69 |
Aggregate intrinsic value | $ | |
Stock Option 6 [Member] | |
Range of excercise prices, lower limit | $ 6.01 |
Range of excercise prices, upper limit | $ 7 |
Options outstanding, shares | shares | 6,000 |
Options outstanding, weighted average remaining life in years | 2 months 19 days |
Options exercisable, shares | shares | 6,000 |
Options exercisable, weighted average exercise price | $ 6.93 |
Aggregate intrinsic value | $ |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summarizes Activity Pertaining to Unvested Options (Details) - $ / shares | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Shares, Unvested at beginning of the year | 5,576,273 | 4,924,055 | 5,662,560 |
Shares, Granted | 3,280,000 | 2,622,500 | 2,525,000 |
Shares, Canceled or expired | (138,250) | (12,000) | (954,083) |
Shares, Vested | (2,171,648) | (1,958,282) | (2,309,422) |
Shares, Unvested at end of the year | 6,546,375 | 5,576,273 | 4,924,055 |
Weighted Average Exercise Price, Unvested at beginning of the year | $ 1.17 | $ 0.70 | $ 0.32 |
Weighted Average Exercise Price, Granted | 0.91 | 1.63 | 1.04 |
Weighted Average Exercise Price, Canceled or expired | 0.55 | 0.97 | 0.44 |
Weighted Average Exercise Price, Vested | 0.94 | 0.70 | 0.41 |
Weighted Average Exercise Price, Unvested at end of the year | $ 1.11 | $ 1.17 | $ 0.70 |
Stock-Based Compensation - Sc67
Stock-Based Compensation - Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions (Details) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum [Member] | |||
Risk-free interest rate | 1.37% | 1.39% | 1.47% |
Expected option life in years | 5 years 6 months | 5 years 6 months | 5 years 6 months |
Expected stock price volatility | 68.00% | 70.00% | 74.00% |
Maximum [Member] | |||
Risk-free interest rate | 1.89% | 1.81% | 1.76% |
Expected option life in years | 6 years 2 months 30 days | 6 years 2 months 30 days | 6 years 2 months 30 days |
Expected stock price volatility | 69.00% | 73.00% | 77.00% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Number of common stock value issued | $ 3,127,113 | $ 3,133,568 | |
Pallini [Member] | |||
Related party transaction, purchases from related party | $ 3,840,446 | ||
Vector Group [Member] | |||
Annual fees for services related party | 100,000 | ||
Vector Group [Member] | General and Administrative Expense [Member] | |||
Related party transaction, expenses from transactions with related party | 110,846 | 85,396 | 135,475 |
Ladenburg Thalmann Financial Services Inc [Member] | |||
Related party transaction, expenses from transactions with related party | $ 128,625 | $ 131,054 | $ 210,875 |
GCP Acquisition [Member] | |||
Number of common stock shares issued | 1,800,000 | ||
Number of common stock value issued | $ 20,000,000 |
Commitments and Contingencies69
Commitments and Contingencies (Details Narrative) | 12 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) | Mar. 31, 2016USD ($) | Mar. 31, 2015USD ($) | |
Operating leases, rent expense | $ 477,460 | $ 335,047 | $ 359,714 | |
New York [Member] | ||||
Operating leases, income statement, contingent revenue | $ 26,255 | |||
Lease expiration date | Feb. 29, 2020 | Feb. 29, 2020 | ||
Dublin [Member] | ||||
Operating leases, income statement, contingent revenue | $ 1,602 | |||
Lease expiration date | Oct. 31, 2019 | Oct. 31, 2019 | ||
Houston, TX [Member] | ||||
Operating leases, income statement, contingent revenue | $ 3,440 | |||
Lease expiration date | Jun. 26, 2018 | Jun. 26, 2018 | ||
Newly Distilled Bourbon [Member] | ||||
Long-term purchase commitment, amount | $ 2,464,500 | $ 2,053,750 | ||
Euro [Member] | Dublin [Member] | ||||
Operating leases, income statement, contingent revenue | € | € 1,500 | |||
Irish Whiskeys [Member] | ||||
Long-term purchase commitment, amount | $ 472,420 | |||
Contract year ending | Jun. 30, 2018 | Jun. 30, 2018 | ||
Irish Whiskeys [Member] | Euro [Member] | ||||
Long-term purchase commitment, amount | € | € 442,274 | |||
Irish Whiskeys [Member] | Four Contract Year [Member] | ||||
Long term purchase commitment percentage agreed to purchase | 90.00% | 90.00% | ||
Long-term purchase commitment, amount | $ 961,756 | |||
Contract year ending | Jun. 30, 2017 | Jun. 30, 2017 | ||
Purchased product under supply agreement | $ 894,225 | |||
Irish Whiskeys [Member] | Four Contract Year [Member] | Euro [Member] | ||||
Long-term purchase commitment, amount | € | € 900,386 | |||
Purchased product under supply agreement | € | € 837,164 | |||
Irish Whiskeys [Member] | Contract Year [Member] | ||||
Long-term purchase commitment, amount | $ 1,086,520 | |||
Contract year ending | Jun. 30, 2018 | Jun. 30, 2018 | ||
Irish Whiskeys [Member] | Contract Year [Member] | Euro [Member] | ||||
Long-term purchase commitment, amount | € | € 1,017,189 | |||
Irish Whiskeys [Member] | Twelve Contract Year [Member] | ||||
Long term purchase commitment percentage agreed to purchase | 80.00% | 80.00% | ||
Long-term purchase commitment, amount | $ 421,882 | |||
Contract year ending | Jun. 30, 2017 | Jun. 30, 2017 | ||
Purchased product under supply agreement | $ 334,421 | |||
Irish Whiskeys [Member] | Twelve Contract Year [Member] | Euro [Member] | ||||
Long-term purchase commitment, amount | € | € 394,961 | |||
Purchased product under supply agreement | € | € 313,081 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Future Minimum Rental Payments for Operating Leases (Details) | Mar. 31, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,018 | $ 384,994 |
2,019 | 360,982 |
2,020 | 321,514 |
Total | $ 1,067,490 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Concentration risk, percentage | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||
Concentration risk, percentage | 36.60% | 39.90% | 29.70% |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||
Concentration risk, percentage | 29.30% | 38.60% |
Geographic Information - Schedu
Geographic Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | [1] | $ 77,269,131 | $ 72,220,368 | $ 57,457,421 | ||||||||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Total Consolidated Income (Loss) from Operations | $ 1,904,999 | $ 1,005,547 | $ (1,077,905) | |||||||||
Operating Income (Loss), Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Total Consolidated Net Loss Attributable to Common Shareholders | $ 191,350 | $ 422,566 | $ (700,710) | $ (765,819) | $ 426,268 | $ (807,703) | $ (1,011,271) | $ (1,123,662) | $ (852,613) | $ (2,516,368) | $ (3,799,742) | |
Net Income (Loss) Attributable To Common Shareholders | 100.00% | 100.00% | 100.00% | |||||||||
Income tax (expense), net | $ (187,702) | $ (1,450,848) | $ (1,278,999) | |||||||||
Total Consolidated Assets | $ 54,342,144 | $ 48,610,383 | $ 54,342,144 | $ 48,610,383 | ||||||||
Assets Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||||||||
Whiskey [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | $ 28,339,770 | $ 26,009,839 | 19,147,028 | |||||||||
Rum [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 18,759,610 | 18,858,554 | 16,998,034 | |||||||||
Liqueurs [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 8,386,705 | 8,567,121 | 8,756,376 | |||||||||
Vodka [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 1,569,004 | 2,364,429 | 2,413,994 | |||||||||
Tequila [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 210,012 | 198,330 | 208,845 | |||||||||
Ginger Beer [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 20,004,029 | 16,222,095 | 9,933,144 | |||||||||
Foreign Tax Authority [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | 7,528,766 | 9,302,134 | 7,938,393 | |||||||||
Total Consolidated Income (Loss) from Operations | $ (210,100) | $ (34,268) | $ 17,172 | |||||||||
Operating Income (Loss), Percentage | (11.00%) | (3.40%) | (1.60%) | |||||||||
Total Consolidated Net Loss Attributable to Common Shareholders | $ (109,164) | $ 11,490 | $ (101,453) | |||||||||
Net Income (Loss) Attributable To Common Shareholders | 12.80% | (0.50%) | 2.70% | |||||||||
Total Consolidated Assets | $ 3,234,536 | $ 2,786,333 | $ 3,234,536 | $ 2,786,333 | ||||||||
Assets Percentage | 5.70% | 5.60% | 5.70% | 5.60% | ||||||||
Domestic Tax Authority [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Total Consolidated Sales, net | $ 69,740,365 | $ 62,918,234 | $ 49,519,028 | |||||||||
Total Consolidated Income (Loss) from Operations | $ 2,115,099 | $ 1,039,815 | $ (1,095,077) | |||||||||
Operating Income (Loss), Percentage | 111.00% | 103.40% | 101.60% | |||||||||
Total Consolidated Net Loss Attributable to Common Shareholders | $ (743,449) | $ (2,527,858) | $ (3,698,289) | |||||||||
Net Income (Loss) Attributable To Common Shareholders | 87.20% | 100.50% | 97.30% | |||||||||
Income tax (expense), net | $ (416,593) | $ (1,450,848) | $ (1,278,999) | |||||||||
Income tax (expense), net: Percentage | 100.00% | 100.00% | 100.00% | |||||||||
Total Consolidated Assets | $ 51,107,608 | $ 45,824,050 | $ 51,107,608 | $ 45,824,050 | ||||||||
Assets Percentage | 94.93% | 94.40% | 94.93% | 94.40% | ||||||||
Sales Revenue, Net [Member] | Whiskey [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 36.70% | 36.00% | 33.30% | |||||||||
Sales Revenue, Net [Member] | Rum [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 24.30% | 26.10% | 29.60% | |||||||||
Sales Revenue, Net [Member] | Liqueurs [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 10.90% | 11.90% | 15.20% | |||||||||
Sales Revenue, Net [Member] | Vodka [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 2.00% | 3.30% | 4.20% | |||||||||
Sales Revenue, Net [Member] | Tequila [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 0.30% | 0.30% | 0.40% | |||||||||
Sales Revenue, Net [Member] | Ginger Beer [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 25.90% | 22.50% | 17.30% | |||||||||
Sales Revenue, Net [Member] | Foreign Tax Authority [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 9.70% | 12.90% | 13.80% | |||||||||
Sales Revenue, Net [Member] | Domestic Tax Authority [Member] | ||||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||||||||
Concentration Risk, Percentage | 90.30% | 87.10% | 86.20% | |||||||||
[1] | Sales, net and Cost of sales include excise taxes of $7,645,789, $7,451,569 and $6,754,453 for the years ended March 31, 2017, 2016 and 2015, respectively. |
Quarterly Financial Data (Una73
Quarterly Financial Data (Unaudited) - Schedule of Quarterly Financial Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Mar. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Sales, net | $ 22,580,876 | $ 18,309,539 | $ 19,627,791 | $ 16,750,925 | $ 19,963,408 | $ 17,207,372 | $ 18,536,509 | $ 16,513,079 | |||
Gross profit | 9,586,742 | 7,670,240 | 7,727,260 | 6,716,115 | 8,167,759 | 6,702,095 | 7,056,402 | 6,627,314 | $ 31,700,357 | $ 28,553,570 | $ 21,572,789 |
Net (loss) income | 699,725 | 892,364 | (489,854) | (595,703) | 421,406 | (595,911) | (682,057) | (850,144) | 506,532 | (1,706,706) | (3,473,913) |
Net (income) loss attributable to noncontrolling interests | (508,375) | (469,798) | (210,856) | (170,116) | 4,862 | (211,792) | (329,214) | (273,518) | 1,359,145 | 809,662 | 325,829 |
Net (loss) income attributable to common Stockholders | $ 191,350 | $ 422,566 | $ (700,710) | $ (765,819) | $ 426,268 | $ (807,703) | $ (1,011,271) | $ (1,123,662) | $ (852,613) | $ (2,516,368) | $ (3,799,742) |
Net (loss) income per common share, basic, attributable to common shareholders | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | |||
Net (loss) income per common share, diluted, attributable to common shareholders | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ (0.01) | $ (0.01) | $ (0.01) | |||
Weighted average shares used in computation, basic, attributable to common shareholders | 161,065,685 | 160,963,862 | 160,698,696 | 160,521,947 | 160,167,121 | 160,031,891 | 159,774,811 | 157,535,571 | |||
Weighted average shares used in computation, diluted, attributable to common shareholders | 165,878,218 | 165,245,935 | 160,698,696 | 160,521,947 | 167,331,808 | 160,031,891 | 159,774,811 | 157,535,571 |