Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Dec. 31, 2017 | Feb. 07, 2018 | |
Document And Entity Information | ||
Entity Registrant Name | Castle Brands Inc | |
Entity Central Index Key | 1,311,538 | |
Document Type | 10-Q | |
Document Period End Date | Dec. 31, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 166,141,838 | |
Trading Symbol | ROX | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2,018 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Current Assets | ||
Cash and cash equivalents | $ 946,367 | $ 611,048 |
Accounts receivable - net of allowance for doubtful accounts of $368,110 and $302,275 at December 31 and March 31, 2017, respectively | 13,604,565 | 11,460,432 |
Due from shareholders and affiliates | 2,173 | |
Inventories - net of allowance for obsolete and slow moving inventory of $398,942 and $312,711 at December 31 and March 31, 2017, respectively | 34,782,812 | 29,801,080 |
Prepaid expenses and other current assets | 3,857,465 | 3,674,923 |
Total Current Assets | 53,193,382 | 45,547,483 |
Equipment - net | 886,262 | 909,780 |
Intangible assets - net of accumulated amortization of $8,370,986 and $8,035,018 at December 31 and March 31, 2017, respectively | 6,075,965 | 6,387,330 |
Goodwill | 496,226 | 496,226 |
Investment in non-consolidated affiliate, at equity | 776,886 | 570,097 |
Restricted cash | 371,719 | 331,455 |
Other assets | 84,480 | 99,773 |
Total Assets | 61,884,920 | 54,342,144 |
Current Liabilities | ||
Accounts payable | 8,512,329 | 7,549,942 |
Accrued expenses | 4,336,643 | 4,668,708 |
Due to shareholders and affiliates | 1,827,182 | 2,158,318 |
Notes payable - 5% Convertible notes (including $700,000 of related party participation at December 31, 2017) | 750,000 | |
Total Current Liabilities | 15,426,154 | 14,376,968 |
Long-Term Liabilities | ||
Credit facility, net (including $594,660 and $412,269 of related-party participation at December 31 and March 31, 2017, respectively) | 18,396,349 | 13,033,075 |
Note payable - 11% Subordinated note | 20,000,000 | 20,000,000 |
Notes payable - 5% Convertible notes (including $1,100,000 of related party participation at March 31, 2017) | 1,675,000 | |
Notes payable - GCP Note | 219,514 | 211,580 |
Deferred tax liability | 476,867 | 558,766 |
Other | 20,666 | 20,666 |
Total Liabilities | 54,539,550 | 49,876,055 |
Commitments and Contingencies (Note 11) | ||
Equity | ||
Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued and outstanding at December 31 and March 31, 2017 | ||
Common stock, $.01 par value, 300,000,000 shares authorized at December 31 and March 31, 2017, 165,338,302 and 162,945,805 shares issued and outstanding at December 31 and March 31, 2017, respectively | 1,653,383 | 1,629,458 |
Additional paid-in capital | 153,482,929 | 150,889,613 |
Accumulated deficit | (148,706,320) | (148,223,822) |
Accumulated other comprehensive loss | (2,126,639) | (2,308,672) |
Total controlling shareholders' equity | 4,303,353 | 1,986,577 |
Noncontrolling interests | 3,042,017 | 2,479,512 |
Total Equity | 7,345,370 | 4,466,089 |
Total Liabilities and Equity | $ 61,884,920 | $ 54,342,144 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2017 | |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts receivable | $ 368,110 | $ 368,110 | $ 302,275 |
Allowance for obsolete and slow moving inventory | 398,942 | 398,942 | 312,711 |
Accumulated amortization of intangible assets | 8,370,986 | 8,370,986 | 8,035,018 |
Convertible notes payable related parties, current | 700,000 | 700,000 | |
Due to related-party participation | 594,660 | 594,660 | 412,269 |
Convertible notes payable related parties, noncurrent | $ 1,100,000 | ||
Subordinated note payable, percent | 11.00% | 11.00% | 11.00% |
Conversion of convertible notes, percent | 5.00% | 5.00% | 5.00% |
Preferred stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | |||
Preferred stock, shares outstanding | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 300,000,000 | 300,000,000 | 300,000,000 |
Common stock, shares issued | 165,338,302 | 165,338,302 | 162,945,805 |
Common stock, shares outstanding | 165,338,302 | 165,338,302 | 162,945,805 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Income Statement [Abstract] | |||||
Sales, net | [1] | $ 24,079,623 | $ 18,309,539 | $ 65,826,060 | $ 54,688,255 |
Cost of sales | [1] | 14,401,686 | 10,639,299 | 39,026,255 | 32,574,640 |
Gross profit | 9,677,937 | 7,670,240 | 26,799,805 | 22,113,615 | |
Selling expense | 5,438,815 | 4,642,419 | 16,394,222 | 14,304,931 | |
General and administrative expense | 2,458,528 | 1,922,675 | 7,020,407 | 6,053,569 | |
Depreciation and amortization | 208,388 | 251,410 | 599,623 | 758,507 | |
Income from operations | 1,572,206 | 853,736 | 2,785,553 | 996,608 | |
Other income (expense), net | 931 | (70) | 872 | (403) | |
(Loss) income from equity investment in non-consolidated affiliate | (20,806) | 26,362 | 50,789 | 49,682 | |
Foreign exchange gain (loss) | 25,204 | 68,720 | (7,104) | 145,208 | |
Interest expense, net | (976,017) | (330,165) | (2,769,440) | (969,294) | |
Income before provision for income taxes | 601,518 | 618,583 | 60,670 | 221,801 | |
Income tax benefit (expense), net | 63,085 | 273,781 | 19,337 | (414,994) | |
Net income (loss) | 664,603 | 892,364 | 80,007 | (193,193) | |
Net income attributable to noncontrolling interests | (199,023) | (469,798) | (562,505) | (850,770) | |
Net income (loss) attributable to common shareholders | $ 465,580 | $ 422,566 | $ (482,498) | $ (1,043,963) | |
Net income (loss) per common share, basic, attributable to common shareholders | $ 0 | $ 0 | $ 0 | $ (0.01) | |
Weighted average shares used in computation, basic, attributable to common shareholders | 163,470,150 | 160,963,862 | 163,249,687 | 160,728,918 | |
Net income (loss) per common share, diluted, attributable to common shareholders | $ 0 | $ 0 | $ 0 | $ (0.01) | |
Weighted average shares used in computation, diluted, attributable to common shareholders | 171,121,927 | 165,245,935 | 163,249,687 | 160,728,918 | |
[1] | Sales, net and Cost of sales include excise taxes of $1,938,739 and $1,646,486 for the three months ended December 31, 2017 and 2016, respectively, and $5,338,124 and $5,275,187 for the nine months ended December 31, 2017 and 2016, respectively. |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations (Unaudited) (Parenthetical) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||||
Excise taxes | $ 1,938,739 | $ 1,646,486 | $ 5,338,124 | $ 5,275,187 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 664,603 | $ 892,364 | $ 80,007 | $ (193,193) |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | 22,221 | (117,079) | 182,033 | (141,424) |
Total other comprehensive income (loss): | 22,221 | (117,079) | 182,033 | (141,424) |
Comprehensive income (loss) | $ 686,824 | $ 775,285 | $ 262,040 | $ (334,617) |
Condensed Consolidated Stateme7
Condensed Consolidated Statement of Changes in Equity (Unaudited) - 9 months ended Dec. 31, 2017 - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] | Noncontrolling Interests [Member] | Total |
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 | |||||
Net loss | (482,498) | 562,505 | 80,007 | |||
Foreign currency translation adjustment | 182,033 | 182,033 | ||||
Exercise of common stock options | $ 2,692 | 202,076 | $ 204,768 | |||
Exercise of common stock options, shares | 269,200 | 269,200 | ||||
Restricted share grants | $ 10,920 | (10,920) | ||||
Restricted share grants, shares | 1,092,000 | |||||
Conversion of 5% Convertible Notes to common stock | $ 10,313 | 917,854 | $ 928,167 | |||
Conversion of 5% Convertible Notes to common stock, shares | 1,031,297 | 1,031,297 | ||||
Stock-based compensation | 1,484,306 | $ 1,484,306 | ||||
Balance at Dec. 31, 2017 | $ 1,653,383 | $ 153,482,929 | $ (148,706,320) | $ (2,126,639) | $ 3,042,017 | $ 7,345,370 |
Balance, shares at Dec. 31, 2017 | 165,338,302 |
Condensed Consolidated Stateme8
Condensed Consolidated Statement of Changes in Equity (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017 | |
Statement of Stockholders' Equity [Abstract] | |||||||
Conversion of convertible notes, percent | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% |
Condensed Consolidated Stateme9
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 80,007 | $ (193,193) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Depreciation and amortization | 599,623 | 758,507 |
Provision for doubtful accounts | 44,912 | 34,650 |
Amortization of deferred financing costs | 65,492 | 124,650 |
Deferred income tax expense, net | (81,899) | (226,437) |
Net income from equity investment in non-consolidated affiliate | (50,789) | (49,682) |
Effect of changes in foreign exchange | 7,104 | (145,208) |
Stock-based compensation expense | 1,484,306 | 1,172,008 |
Accrued interest included in note payable balance | 7,934 | 7,934 |
Addition to provision for obsolete inventory | 100,000 | 150,000 |
Changes in operations, assets and liabilities: | ||
Accounts receivable | (2,168,286) | (621,122) |
Due from affiliates | (2,173) | (942) |
Inventory | (4,983,428) | (3,827,236) |
Prepaid expenses and other current assets | (172,666) | (312,315) |
Other assets | (44,259) | (50,273) |
Accounts payable and accrued expenses | 614,171 | 1,004,720 |
Due to shareholders and affiliates | (331,136) | (28,263) |
Total adjustments | (4,911,094) | (2,009,009) |
NET CASH USED IN OPERATING ACTIVITIES | (4,831,087) | (2,202,202) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchase of equipment | (224,792) | (320,331) |
Acquisition of intangible assets | (24,603) | (9,375) |
Investment in non-consolidated affiliate, at equity | (156,000) | |
Change in restricted cash | (16) | (7,102) |
NET CASH USED IN INVESTING ACTIVITIES | (405,411) | (336,808) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net borrowings on credit facility | 5,357,334 | 1,886,878 |
Payments for costs of stock issuance | (14,355) | |
Proceeds from exercise of common stock options | 204,768 | 187,286 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 5,562,102 | 2,059,809 |
EFFECTS OF FOREIGN CURRENCY TRANSLATION | 9,715 | (13,581) |
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 335,319 | (492,782) |
CASH AND CASH EQUIVALENTS — BEGINNING | 611,048 | 1,430,532 |
CASH AND CASH EQUIVALENTS — ENDING | 946,367 | 937,750 |
SUPPLEMENTAL DISCLOSURES: | ||
Schedule of non-cash financing activities Conversion of 5% convertible note to common stock | 928,167 | |
Interest paid | 2,601,139 | 847,235 |
Income taxes paid | $ 669,500 | $ 1,553,377 |
Condensed Consolidated Statem10
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017 | |
Statement of Cash Flows [Abstract] | |||||||
Conversion of convertible notes, percent | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed consolidated financial statements do not include all of the information and footnote disclosures normally included in financial statements prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) and U.S. generally accepted accounting principles (“GAAP”) and, in the opinion of management, contain all adjustments (which consist of only normal recurring adjustments) necessary for a fair presentation of such financial information. Results of operations for interim periods are not necessarily indicative of those to be achieved for full fiscal years. The condensed consolidated balance sheet as of March 31, 2017 is derived from the March 31, 2017 audited financial statements. These unaudited condensed consolidated financial statements should be read in conjunction with Castle Brands Inc.’s (the “Company”) audited consolidated financial statements for the fiscal year ended March 31, 2017 included in the Company’s annual report on Form 10-K for the year ended March 31, 2017, as amended (“2017 Form 10-K”). Please refer to the notes to the audited consolidated financial statements included in the 2017 Form 10-K for additional disclosures and a description of accounting policies. A. Description of business B. Liquidity – The Company believes that its current cash and working capital and the availability under the Credit Facility (as defined in Note 7C) will enable it to fund its obligations until it achieves profitability and positive cash flows from operations, ensure continuity of supply of its brands and support new brand initiatives and marketing programs through at least February 2019. C. Organization and operations D. Equity investments E. Goodwill and other intangible assets F. Impairment of long-lived assets G. Excise taxes and duty H. Foreign currency I. 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. J. Income taxes The Company recognized the income tax effects of the 2017 Tax Act in its current financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, “Income Taxes”, (“ASC 740”) in the reporting period in which the 2017 Tax Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the 2017 Tax Act for which the accounting under ASC 740 is complete. The Company did not identify items for which the income tax effects of the 2017 Tax Act have not been completed and a reasonable estimate could not be determined as of December 31, 2017. The 2017 Tax Act reduced the U.S. federal corporate tax rate from 35.0% to 21.0% for all corporations effective January 1, 2018. For fiscal year companies, the change in law requires the application of a blended rate for each quarter of the fiscal year, which in the Company’s case is 31.5% for the fiscal year ending March 31, 2018. Thereafter, the applicable statutory rate is 21.0%. ASC 740 requires all companies to reflect the effects of the new law in the period in which the law was enacted. Accordingly, the Company reduced the statutory rate that applies to its year-to-date earnings from 35.0% to 31.5%. In addition, the Company remeasured its deferred tax assets and liabilities based on the new rate. The combined result of the 2017 Tax Act resulted in a tax benefit of $40,485 during the three months ended December 31, 2017. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided to the extent a deferred tax asset is not considered recoverable. The Company has adopted the provisions of ASC 740 and as of December 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. The Company’s income tax expense for the three months ended December 31, 2017 and 2016 consists of federal, state and local taxes. In connection with the Company’s investment in GCP, the Company recorded a deferred tax liability on the ascribed value of the acquired intangible assets of $2,222,222, increasing the value of the asset. For the three months ended December 31, 2017 and 2016, the Company recognized $63,085 and $273,781 of income tax benefit, net, respectively. For the nine months ended December 31, 2017, the Company recognized $19,337 of income tax benefit, net and for the nine months ended December 31, 2016, the Company recognized ($414,994) of income tax expense, net, respectively. GCP is currently under a tax audit by New York State for the tax year ended March 31, 2016. K. 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 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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), 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 expects to transition to ASU 2014-09 using the Modified-Retrospective Method 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. L. Accounting standards adopted 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 guidance became effective for the Company beginning April 1, 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. 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 has been applied on a prospective basis and became effective for the Company as of April 1, 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 Income (L
Basic and Diluted Net Income (Loss) Per Common Share | 9 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) Per Common Share | NOTE 2 — BASIC AND DILUTED NET INCOME (LOSS) PER COMMON SHARE Basic net income/(loss) per common share is computed by dividing net income/(loss) by the weighted average number of common shares outstanding during the period. Diluted net income/(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, vesting of restricted shares or conversion of convertible notes outstanding. In computing diluted net income per share for the three months ended December 31, 2017 and 2016, no adjustment has been made to the weighted average outstanding common shares for the assumed conversion of convertible notes as assumed conversion of these securities is anti-dilutive. Potential common shares not included in calculating diluted net income per share are as follows: Three months ended December 31, 2017 2016 Stock options — — Unvested restricted stock — — 5% Convertible notes 833,333 1,861,111 Total 833,333 1,861,111 In computing diluted net (loss) per share for the nine months ended December 31, 2017 and 2016, no adjustment has been made to the weighted average outstanding common shares for the assumed conversion of exercise of stock options, vesting of restricted shares and convertible notes is anti-dilutive. Potential common shares not included in calculating diluted net loss per share are as follows: Nine months ended December 31, 2017 2016 Stock options 15,494,108 15,907,696 Unvested restricted stock 1,092,000 — 5% Convertible notes 833,333 1,861,111 Total 17,419,441 17,768,807 |
Inventories
Inventories | 9 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 3 — INVENTORIES December 31, 2017 March 31, 2017 Raw materials $ 20,755,116 $ 16,714,225 Finished goods – net 14,027,696 13,086,855 Total $ 34,782,812 $ 29,801,080 As of December 31, and March 31, 2017, 9% of raw materials and 4% and 7%, respectively, of finished goods were located outside of the United States. In the nine months ended December 31, 2017, the Company acquired $6,634,271 of bulk whiskey 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 net realizable value. |
Equity Investment
Equity Investment | 9 Months Ended |
Dec. 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 three months ended December 31, 2017 and 2016, GCP had pretax net income on a stand-alone basis of $994,600 and $1,016,217, respectively. The Company allocated a portion of this net income, or $199,915 and $406,487, to non-controlling interest for the three months ended December 31, 2017 and 2016, respectively. For the nine months ended December 31, 2017 and 2016, GCP had pretax net income on a stand-alone basis of $2,846,141 and $2,657,241, respectively. The Company allocated a portion of this net income, or $572,074 and $1,062,896, to non-controlling interest for the nine months ended December 31, 2017 and 2016, respectively. The cumulative balance allocated to noncontrolling interests in GCP was $3,042,017 and $2,479,512 at December 31 and March 31, 2017, respectively, as shown on the accompanying condensed consolidated balance sheets. 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. In September 2017, CB-USA purchased an additional 5% of Copperhead for $156,000 from an existing shareholder. The Company has accounted for this investment under the equity method of accounting. For the three months ended December 31, 2017, the Company recognized a loss of ($20,806) from this investment. For the three months ended December 31, 2016, the Company recognized income of $26,362 from this investment. For the nine months ended December 31, 2017 and 2016, the Company recognized $50,789 and $49,362 of income from this investment, respectively. The investment balance was $776,886 and $570,097 at December 31 and March 31, 2017, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 5 — GOODWILL AND INTANGIBLE ASSETS The carrying amount of goodwill was $496,226 at each of December 31 and March 31, 2017. Intangible assets consist of the following: December 31, 2017 March 31, 2017 Definite life brands $ 170,000 $ 170,000 Trademarks 641,693 631,693 Rights 8,271,555 8,271,555 Product development 201,270 186,668 Patents 994,000 994,000 Other 55,460 55,460 10,333,979 10,309,376 Less: accumulated amortization 8,370,986 8,035,018 Net 1,962,993 2,274,358 Other identifiable intangible assets — indefinite lived* 4,112,972 4,112,972 $ 6,075,965 $ 6,387,330 * Other identifiable intangible assets — indefinite lived consists of product formulations and the Company’s relationships with its distillers. Accumulated amortization consists of the following: December 31, 2017 March 31, 2017 Definite life brands $ 170,000 $ 170,000 Trademarks 394,266 367,294 Rights 6,869,993 6,617,062 Product development 43,840 34,478 Patents 892,887 843,184 Accumulated amortization $ 8,370,986 $ 8,035,018 |
Restricted Cash
Restricted Cash | 9 Months Ended |
Dec. 31, 2017 | |
Restricted Cash | |
Restricted Cash | NOTE 6 — RESTRICTED CASH At December 31 and March 31, 2017, the Company had €310,319 or $371,719 (translated at the December 31, 2017 exchange rate) and €310,305 or $331,455 (translated at the March 31, 2017 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 7A below. |
Notes Payable
Notes Payable | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Notes Payable | NOTE 7 — NOTES PAYABLE December 31, 2017 March 31, 2017 Notes payable consist of the following: Foreign revolving credit facilities (A) $ — $ — Note payable – GCP note (B) 219,514 211,580 Credit facility (C) 18,490,458 13,133,124 5% Convertible notes (D) 750,000 1,675,000 11% Subordinated Note (E) 20,000,000 20,000,000 Total $ 39,459,972 $ 35,019,704 A. The Company has arranged various credit facilities aggregating €310,319 or $371,719 (translated at the December 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%. There was no balance on the credit facilities included in notes payable at each of December 31 and March 31, 2017. B. In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount of $211,580 to Gosling’s Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2017, $10,579 of accrued interest was converted to amounts due to affiliates. At December 31, 2017, $219,514, consisting of $211,580 of principal and $7,934 of accrued interest, due on the GCP Note is included in long-term liabilities. At March 31, 2017, $211,580 of principal due on the GCP Note is included in long-term liabilities. C. In August 2011, the Company and CB-USA entered into 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 $21.0 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 December 31, 2017, the Credit Facility interest rate was 7.0%. The monthly facility fee is 0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with the execution of the Amended Agreement. In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company, Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company is a director, and Phillip Frost M.D. is a principal shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated Term Note; and (iii) an Amended and Restated Revolving Credit Note. In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a party to the Subordination Agreement. In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”) to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of December 31, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen, Brian L. Heller, our General Counsel and Assistant Secretary, 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) $21,000,000 and (y) the sum of the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the nine months ended December 31, 2017, the Company paid interest at 6.5% through June 14, 2017, then 6.75% through December 13, 2017, and then 7.0% through December 31, 2017 on the Amended Agreement. For the nine months ended December 31, 2017, the Company paid interest at 8.25% through June 14, 2017, then at 8.5% through December 13, 2017, and then 8.75% through December 31, 2017 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 December 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), Brian L. Heller ($42,500) 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. In October 2017, the Company acquired $1,308,125 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($65,406), Richard J. Lampen ($43,604), Mark E. Andrews, III ($21,802), Brian L. Heller ($18,532), and Alfred J. Small ($6,541), as junior participants in the Purchased Inventory Sublimit with respect to such purchase. In December 2017, the Company acquired $900,425 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($45,021), Richard J. Lampen ($30,014), Mark E. Andrews, III ($15,007), Brian L. Heller ($12,756), and Alfred J. Small ($4,502), 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. In October 2017, the Company and CB-USA entered into a Third Amendment (the “Third Amendment”) to the Amended Agreement to amend certain terms of the Company’s existing Credit Facility with ACF. Among other changes, the Third Amendment increased the maximum amount of the Credit Facility from $19,000,000 to $21,000,000, and amended the definition of borrowing base to increase the amount of borrowing that can be collateralized by inventory. The Company and CB-USA paid ACF an aggregate $20,000 commitment fee in connection with the Amendment. In connection with the Amendment, the Company and CB-USA also entered into an Amended and Restated Revolving Credit Note. At December 31 and March 31, 2017, $18,490,458 and $13,133,124, respectively, due on the Credit Facility was included in long-term liabilities. At December 31 and March 31, 2017, there was $2,509,542 and $5,866,876, respectively, in potential availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $94,109 and $100,049 of debt issuance costs at December 31 and March 31, 2017, 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. During the nine months ended December 31, 2017, certain holders of the Convertible Notes converted an aggregate $928,167 of the outstanding principal and interest balances of their Convertible Notes into 1,031,297 shares of the Company’s common stock, pursuant to the terms of the Convertible Notes. The converting holders included Mark E. Andrews, III and an affiliate of Richard J. Lampen. In January 2018, an affiliate of Dr. Phillip Frost and Vector Group Ltd. converted an aggregate $703,833 of the outstanding principal and interest balance of their Convertible Notes of into 782,037 shares of the Company’s common stock, pursuant to the terms of the Convertible Notes. At December 31, 2017, $750,000 of principal due on the Convertible Notes was included in current liabilities and at March 31, 2017, $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. |
Equity
Equity | 9 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Equity | NOTE 8 — EQUITY Equity distribution agreement The Company did not sell any Shares pursuant to the 2014 Distribution Agreement during the nine months ended December 31, 2017. The Company did not sell any Shares pursuant to the 2014 Distribution Agreement during the nine months ended December 31, 2016, but incurred $12,000 of issuance costs related to the 2014 Distribution Agreement. The 2014 Distribution Agreement expired in August 2017 upon the expiration of the Company’s Registration Statement on Form S-3 under which the Shares were sold. Convertible Notes conversion GCP Acquisition |
Foreign Currency Forward Contra
Foreign Currency Forward Contracts | 9 Months Ended |
Dec. 31, 2017 | |
Foreign Currency [Abstract] | |
Foreign Currency Forward Contracts | NOTE 9 — 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 December 31 and March 31, 2017, the Company had no forward contracts outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | NOTE 10 — STOCK-BASED COMPENSATION In April 2017, the Company granted to employees, directors and certain consultants an aggregate of 1,092,000 restricted shares of the Company’s common stock under the Company’s 2013 Incentive Compensation Plan. The restricted shares vest 25% on each of the first four anniversaries of the grant date. The Company has valued the shares at $1,843,078. Stock-based compensation expense for the three months ended December 31, 2017 and 2016 amounted to $504,490 and $409,511, respectively. Stock-based compensation expense for the nine months ended December 31, 2017 and 2016 amounted to $1,484,306 and $1,172,008, respectively. At December 31, 2017, total unrecognized compensation cost amounted to $6,694,517, representing 4,226,500 unvested options and 1,092,000 unvested shares of restricted stock. This cost is expected to be recognized over a weighted-average vesting period of 2.12 years. There were 269,200 options exercised during the nine months ended December 31, 2017 and 612,989 options exercised during the nine months ended December 31, 2016. The Company did not recognize any related tax benefit for the three and nine months ended December 31, 2017 and 2016 from option exercises, as the effects were de minimis. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 11 — 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, 2018, the Company has contracted to purchase approximately €1,017,189 or $1,218,450 (translated at the December 31, 2017 exchange rate) in bulk Irish whiskey, of which €694,043, or $831,366 (translated at the December 31, 2017 exchange rate), has been purchased as of December 31, 2017. 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 year ending June 30, 2018, the Company has contracted to purchase approximately €442,274 or $529,783 (translated at the December 31, 2017 exchange rate) in bulk Irish whiskey, of which €338,632, or $405,634 (translated at the December 31, 2017 exchange rate), has been purchased as of December 31, 2017. 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 entered into a supply agreement with a bourbon distiller, which provided for the production of newly-distilled bourbon whiskey through December 31, 2019. Under this agreement, the distiller was to provide 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 ended December 31, 2017, the Company originally contracted to purchase approximately $2,464,500 in newly distilled bourbon, $1,959,801 of which had been purchased as of December 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 had 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 no more than the 2016 contract year amount. In October 2017, the Company entered into a new supply agreement with a different bourbon distiller. Under this agreement, the distiller will provide 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 ending December 31, 2018, the Company has contracted to purchase approximately $3,900,000 in newly distilled bourbon, none of which had been purchased as of December 31, 2017. The Company is not obligated to pay the distiller for any product not yet received. D. The Company leases office space in New York, NY, Dublin, Ireland and Houston, TX. The New York, NY lease began on May 1, 2010 and expires on 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 $1,797 (translated at the December 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. E. As described in Note 7C, 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, August 2015 and October 2017. F. 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 | 9 Months Ended |
Dec. 31, 2017 | |
Risks and Uncertainties [Abstract] | |
Concentrations | NOTE 12 — CONCENTRATIONS A. Credit Risk B. Customers — Sales to one customer, the Southern Glazer’s Wine and Spirits of America, Inc. family of companies (“SGWS”) accounted for approximately 38.4% and 42.3% of the Company’s net sales for the three months ended December 31, 2017 and 2016, respectively. Sales to SGWS accounted for approximately 38.2% and 37.1% of the Company’s net sales for the nine months ended December 31, 2017 and 2016, respectively, and approximately 40.6% and 33.2% of accounts receivable at December 31 and March 31, 2017, respectively. |
Geographic Information
Geographic Information | 9 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Geographic Information | NOTE 13 — GEOGRAPHIC INFORMATION The Company operates in one reportable segment — the sale of premium beverage alcohol. The Company’s product categories are rum, whiskeys, 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. Three Months ended December 31, 2017 2016 Consolidated Sales, net: International $ 2,390,478 9.9 % $ 2,062,991 11.3 % United States 21,689,145 90.1 % 16,246,548 88.7 % Total Consolidated Sales, net $ 24,079,623 100.0 % $ 18,309,539 100.0 % Consolidated Income (Loss) from Operations: International $ (7,228 ) (0.5 )% $ 15,988 1.9 % United States 1,579,434 100.5 % 837,748 98.1 % Total Consolidated Income from Operations $ 1,572,206 100.0 % $ 853,736 100.0 % Consolidated Net Income Attributable to Common Shareholders: International $ 36,186 7.8 % $ 16,250 3.8 % United States 429,394 92.2 % 406,316 96.2 % Total Consolidated Net Income Attributable to Common Shareholders $ 465,580 100.0 % $ 422,566 100.0 % Income tax benefit net United States $ 63,085 100.0 % $ 273,781 100.0 % Consolidated Sales, net by category: Whiskey $ 10,811,701 44.9 % $ 7,656,767 41.8 % Rum 3,758,793 15.6 % 3,392,725 18.5 % Liqueur 2,723,578 11.3 % 1,871,683 10.2 % Vodka 377,999 1.6 % 354,884 1.9 % Tequila 26,565 0.1 % 53,788 0.3 % Ginger beer 6,380,987 26.4 % 4,979,692 27.2 % Total Consolidated Sales, net $ 24,079,623 100.0 % $ 18,309,539 100.0 % Nine months ended December 31, 2017 2016 Consolidated Sales, net: International $ 6,832,624 10.4 % $ 5,862,534 10.7 % United States 58,993,436 89.6 % 48,825,721 89.3 % Total Consolidated Sales, net $ 65,826,060 100.0 % $ 54,688,255 100.0 % Consolidated Income (Loss) from Operations: International $ (20,489 ) (0.7 )% $ (89,079 ) (8.9 )% United States 2,806,042 100.7 % 1,085,687 108.9 % Total Consolidated Income from Operations $ 2,785,553 100.0 % $ 996,608 100.0 % Consolidated Net Income (Loss) Attributable to Common Shareholders: International $ 78,447 (16.3 )% $ (45,884 ) 4.4 % United States (560,945 ) 116.3 % (998,079 ) 95.6 % Total Consolidated Net Loss Attributable to Common Shareholders $ (482,498 ) 100.0 % $ (1,043,963 ) 100.0 % Income tax benefit (expense), net: United States $ 19,337 100.0 % $ (414,994 ) 100.0 % Consolidated Sales, net by category: Whiskey $ 25,317,480 38.5 % $ 19,642,471 35.9 % Rum 12,380,558 18.8 % 12,842,295 23.5 % Liqueur 7,361,924 11.2 % 6,377,875 11.7 % Vodka 1,021,253 1.5 % 1,146,521 2.1 % Tequila 156,301 0.2 % 181,127 0.3 % Ginger beer 19,588,544 29.8 % 14,497,966 26.5 % Total Consolidated Sales, net $ 65,826,060 100.0 % $ 54,688,255 100.0 % As of December 31, 2017 As of March 31, 2017 Consolidated Assets: International $ 3,028,366 4.9 % $ 3,234,536 6.0 % United States 58,856,554 95.1 % 51,107,608 94.0 % Total Consolidated Assets $ 61,884,920 100.0 % $ 54,342,144 100.0 % *Includes related non-beverage alcohol products. |
Organization and Summary of S24
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of Business | A. Description of business |
Liquidity | B. Liquidity – The Company believes that its current cash and working capital and the availability under the Credit Facility (as defined in Note 7C) will enable it to fund its obligations until it achieves profitability and positive cash flows from operations, ensure continuity of supply of its brands and support new brand initiatives and marketing programs through at least February 2019. |
Organization and Operations | C. Organization and operations |
Equity Investments | D. Equity investments |
Goodwill and Other Intangible Assets | E. Goodwill and other intangible assets |
Impairment of Long-Lived Assets | F. Impairment of long-lived assets |
Excise Taxes and Duty | G. Excise taxes and duty |
Foreign Currency | H. Foreign currency |
Fair Value of Financial Instruments | I. 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 | J. Income taxes The Company recognized the income tax effects of the 2017 Tax Act in its current financial statements in accordance with Staff Accounting Bulletin No. 118, which provides SEC staff guidance for the application of ASC Topic 740, “Income Taxes”, (“ASC 740”) in the reporting period in which the 2017 Tax Act was signed into law. As such, the Company’s financial results reflect the income tax effects of the 2017 Tax Act for which the accounting under ASC 740 is complete. The Company did not identify items for which the income tax effects of the 2017 Tax Act have not been completed and a reasonable estimate could not be determined as of December 31, 2017. The 2017 Tax Act reduced the U.S. federal corporate tax rate from 35.0% to 21.0% for all corporations effective January 1, 2018. For fiscal year companies, the change in law requires the application of a blended rate for each quarter of the fiscal year, which in the Company’s case is 31.5% for the fiscal year ending March 31, 2018. Thereafter, the applicable statutory rate is 21.0%. ASC 740 requires all companies to reflect the effects of the new law in the period in which the law was enacted. Accordingly, the Company reduced the statutory rate that applies to its year-to-date earnings from 35.0% to 31.5%. In addition, the Company remeasured its deferred tax assets and liabilities based on the new rate. The combined result of the 2017 Tax Act resulted in a tax benefit of $40,485 during the three months ended December 31, 2017. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. A valuation allowance is provided to the extent a deferred tax asset is not considered recoverable. The Company has adopted the provisions of ASC 740 and as of December 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. The Company’s income tax expense for the three months ended December 31, 2017 and 2016 consists of federal, state and local taxes. In connection with the Company’s investment in GCP, the Company recorded a deferred tax liability on the ascribed value of the acquired intangible assets of $2,222,222, increasing the value of the asset. For the three months ended December 31, 2017 and 2016, the Company recognized $63,085 and $273,781 of income tax benefit, net, respectively. For the nine months ended December 31, 2017, the Company recognized $19,337 of income tax benefit, net and for the nine months ended December 31, 2016, the Company recognized ($414,994) of income tax expense, net, respectively. GCP is currently under a tax audit by New York State for the tax year ended March 31, 2016. |
Recent Accounting Pronouncements | K. 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 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 May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), 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 expects to transition to ASU 2014-09 using the Modified-Retrospective Method 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 | L. Accounting standards adopted 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 guidance became effective for the Company beginning April 1, 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. 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 has been applied on a prospective basis and became effective for the Company as of April 1, 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 Income 25
Basic and Diluted Net Income (Loss) Per Common Share (Tables) | 9 Months Ended |
Dec. 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 income per share are as follows: Three months ended December 31, 2017 2016 Stock options — — Unvested restricted stock — — 5% Convertible notes 833,333 1,861,111 Total 833,333 1,861,111 Potential common shares not included in calculating diluted net loss per share are as follows: Nine months ended December 31, 2017 2016 Stock options 15,494,108 15,907,696 Unvested restricted stock 1,092,000 — 5% Convertible notes 833,333 1,861,111 Total 17,419,441 17,768,807 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, 2017 March 31, 2017 Raw materials $ 20,755,116 $ 16,714,225 Finished goods – net 14,027,696 13,086,855 Total $ 34,782,812 $ 29,801,080 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Intangible assets consist of the following: December 31, 2017 March 31, 2017 Definite life brands $ 170,000 $ 170,000 Trademarks 641,693 631,693 Rights 8,271,555 8,271,555 Product development 201,270 186,668 Patents 994,000 994,000 Other 55,460 55,460 10,333,979 10,309,376 Less: accumulated amortization 8,370,986 8,035,018 Net 1,962,993 2,274,358 Other identifiable intangible assets — indefinite lived* 4,112,972 4,112,972 $ 6,075,965 $ 6,387,330 * 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: December 31, 2017 March 31, 2017 Definite life brands $ 170,000 $ 170,000 Trademarks 394,266 367,294 Rights 6,869,993 6,617,062 Product development 43,840 34,478 Patents 892,887 843,184 Accumulated amortization $ 8,370,986 $ 8,035,018 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Notes Payable and Credit Facility | December 31, 2017 March 31, 2017 Notes payable consist of the following: Foreign revolving credit facilities (A) $ — $ — Note payable – GCP note (B) 219,514 211,580 Credit facility (C) 18,490,458 13,133,124 5% Convertible notes (D) 750,000 1,675,000 11% Subordinated Note (E) 20,000,000 20,000,000 Total $ 39,459,972 $ 35,019,704 A. The Company has arranged various credit facilities aggregating €310,319 or $371,719 (translated at the December 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%. There was no balance on the credit facilities included in notes payable at each of December 31 and March 31, 2017. B. In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount of $211,580 to Gosling’s Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2017, $10,579 of accrued interest was converted to amounts due to affiliates. At December 31, 2017, $219,514, consisting of $211,580 of principal and $7,934 of accrued interest, due on the GCP Note is included in long-term liabilities. At March 31, 2017, $211,580 of principal due on the GCP Note is included in long-term liabilities. C. In August 2011, the Company and CB-USA entered into 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 $21.0 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 December 31, 2017, the Credit Facility interest rate was 7.0%. The monthly facility fee is 0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with the execution of the Amended Agreement. In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company, Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company is a director, and Phillip Frost M.D. is a principal shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated Term Note; and (iii) an Amended and Restated Revolving Credit Note. In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a party to the Subordination Agreement. In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”) to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of December 31, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen, Brian L. Heller, our General Counsel and Assistant Secretary, 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) $21,000,000 and (y) the sum of the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the nine months ended December 31, 2017, the Company paid interest at 6.5% through June 14, 2017, then 6.75% through December 13, 2017, and then 7.0% through December 31, 2017 on the Amended Agreement. For the nine months ended December 31, 2017, the Company paid interest at 8.25% through June 14, 2017, then at 8.5% through December 13, 2017, and then 8.75% through December 31, 2017 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 December 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), Brian L. Heller ($42,500) 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. In October 2017, the Company acquired $1,308,125 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($65,406), Richard J. Lampen ($43,604), Mark E. Andrews, III ($21,802), Brian L. Heller ($18,532), and Alfred J. Small ($6,541), as junior participants in the Purchased Inventory Sublimit with respect to such purchase. In December 2017, the Company acquired $900,425 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($45,021), Richard J. Lampen ($30,014), Mark E. Andrews, III ($15,007), Brian L. Heller ($12,756), and Alfred J. Small ($4,502), 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. In October 2017, the Company and CB-USA entered into a Third Amendment (the “Third Amendment”) to the Amended Agreement to amend certain terms of the Company’s existing Credit Facility with ACF. Among other changes, the Third Amendment increased the maximum amount of the Credit Facility from $19,000,000 to $21,000,000, and amended the definition of borrowing base to increase the amount of borrowing that can be collateralized by inventory. The Company and CB-USA paid ACF an aggregate $20,000 commitment fee in connection with the Amendment. In connection with the Amendment, the Company and CB-USA also entered into an Amended and Restated Revolving Credit Note. At December 31 and March 31, 2017, $18,490,458 and $13,133,124, respectively, due on the Credit Facility was included in long-term liabilities. At December 31 and March 31, 2017, there was $2,509,542 and $5,866,876, respectively, in potential availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $94,109 and $100,049 of debt issuance costs at December 31 and March 31, 2017, 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. During the nine months ended December 31, 2017, certain holders of the Convertible Notes converted an aggregate $928,167 of the outstanding principal and interest balances of their Convertible Notes into 1,031,297 shares of the Company’s common stock, pursuant to the terms of the Convertible Notes. The converting holders included Mark E. Andrews, III and an affiliate of Richard J. Lampen. In January 2018, an affiliate of Dr. Phillip Frost and Vector Group Ltd. converted an aggregate $703,833 of the outstanding principal and interest balance of their Convertible Notes of into 782,037 shares of the Company’s common stock, pursuant to the terms of the Convertible Notes. At December 31, 2017, $750,000 of principal due on the Convertible Notes was included in current liabilities and at March 31, 2017, $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. |
Geographic Information (Tables)
Geographic Information (Tables) | 9 Months Ended |
Dec. 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. Three Months ended December 31, 2017 2016 Consolidated Sales, net: International $ 2,390,478 9.9 % $ 2,062,991 11.3 % United States 21,689,145 90.1 % 16,246,548 88.7 % Total Consolidated Sales, net $ 24,079,623 100.0 % $ 18,309,539 100.0 % Consolidated Income (Loss) from Operations: International $ (7,228 ) (0.5 )% $ 15,988 1.9 % United States 1,579,434 100.5 % 837,748 98.1 % Total Consolidated Income from Operations $ 1,572,206 100.0 % $ 853,736 100.0 % Consolidated Net Income Attributable to Common Shareholders: International $ 36,186 7.8 % $ 16,250 3.8 % United States 429,394 92.2 % 406,316 96.2 % Total Consolidated Net Income Attributable to Common Shareholders $ 465,580 100.0 % $ 422,566 100.0 % Income tax benefit net United States $ 63,085 100.0 % $ 273,781 100.0 % Consolidated Sales, net by category: Whiskey $ 10,811,701 44.9 % $ 7,656,767 41.8 % Rum 3,758,793 15.6 % 3,392,725 18.5 % Liqueur 2,723,578 11.3 % 1,871,683 10.2 % Vodka 377,999 1.6 % 354,884 1.9 % Tequila 26,565 0.1 % 53,788 0.3 % Ginger beer 6,380,987 26.4 % 4,979,692 27.2 % Total Consolidated Sales, net $ 24,079,623 100.0 % $ 18,309,539 100.0 % Nine months ended December 31, 2017 2016 Consolidated Sales, net: International $ 6,832,624 10.4 % $ 5,862,534 10.7 % United States 58,993,436 89.6 % 48,825,721 89.3 % Total Consolidated Sales, net $ 65,826,060 100.0 % $ 54,688,255 100.0 % Consolidated Income (Loss) from Operations: International $ (20,489 ) (0.7 )% $ (89,079 ) (8.9 )% United States 2,806,042 100.7 % 1,085,687 108.9 % Total Consolidated Income from Operations $ 2,785,553 100.0 % $ 996,608 100.0 % Consolidated Net Income (Loss) Attributable to Common Shareholders: International $ 78,447 (16.3 )% $ (45,884 ) 4.4 % United States (560,945 ) 116.3 % (998,079 ) 95.6 % Total Consolidated Net Loss Attributable to Common Shareholders $ (482,498 ) 100.0 % $ (1,043,963 ) 100.0 % Income tax benefit (expense), net: United States $ 19,337 100.0 % $ (414,994 ) 100.0 % Consolidated Sales, net by category: Whiskey $ 25,317,480 38.5 % $ 19,642,471 35.9 % Rum 12,380,558 18.8 % 12,842,295 23.5 % Liqueur 7,361,924 11.2 % 6,377,875 11.7 % Vodka 1,021,253 1.5 % 1,146,521 2.1 % Tequila 156,301 0.2 % 181,127 0.3 % Ginger beer 19,588,544 29.8 % 14,497,966 26.5 % Total Consolidated Sales, net $ 65,826,060 100.0 % $ 54,688,255 100.0 % As of December 31, 2017 As of March 31, 2017 Consolidated Assets: International $ 3,028,366 4.9 % $ 3,234,536 6.0 % United States 58,856,554 95.1 % 51,107,608 94.0 % Total Consolidated Assets $ 61,884,920 100.0 % $ 54,342,144 100.0 % *Includes related non-beverage alcohol products. |
Organization and Summary of S30
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Effective income tax rate | 21.00% | |||
Uncertain tax related to interest and penalties | $ 20,666 | |||
Deferred tax liability | $ 2,222,222 | 2,222,222 | ||
Income tax benefit (expense), net | 63,085 | $ 273,781 | 19,337 | $ (414,994) |
2017 Tax Act [Member] | ||||
Income tax benefit (expense), net | 40,485 | |||
Domestic Tax Authority [Member] | ||||
Income tax benefit (expense), net | $ 63,085 | $ 273,781 | $ 19,337 | $ (414,994) |
March 31, 2018 [Member] | ||||
Effective income tax rate | 31.50% | |||
Maximum [Member] | ||||
Effective income tax rate | 35.00% | |||
Maximum [Member] | Domestic Tax Authority [Member] | ||||
Effective income tax rate | 35.00% | |||
Minimum [Member] | ||||
Effective income tax rate | 21.00% | |||
Minimum [Member] | Domestic Tax Authority [Member] | ||||
Effective income tax rate | 31.50% | |||
Gosling-Castle Partners Inc [Member] | ||||
Equity method investee, cumulative percentage of ownership interest | 80.10% |
Basic and Diluted Net Income 31
Basic and Diluted Net Income (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Common shares not included in calculating diluted net loss per share | 833,333 | 1,861,111 | 17,419,441 | 17,768,807 |
Stock Options [Member] | ||||
Common shares not included in calculating diluted net loss per share | 15,494,108 | 15,907,696 | ||
Unvested Restricted Stock [Member] | ||||
Common shares not included in calculating diluted net loss per share | 1,092,000 | |||
5% Convertible Notes [Member] | ||||
Common shares not included in calculating diluted net loss per share | 833,333 | 1,861,111 | 833,333 | 1,861,111 |
Basic and Diluted Net Income 32
Basic and Diluted Net Income (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) (Parenthetical) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |||||||
Conversion of convertible notes, percent | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% |
Inventories (Details Narrative)
Inventories (Details Narrative) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Percentage of raw materials located outside united states | 9.00% | 9.00% |
Percentage of finished goods located outside united states | 4.00% | 7.00% |
Payments to acquire inventory | $ 6,634,271 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventory (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 20,755,116 | $ 16,714,225 |
Finished goods - net | 14,027,696 | 13,086,855 |
Total | $ 34,782,812 | $ 29,801,080 |
Equity Investment (Details Narr
Equity Investment (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Jun. 30, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | Sep. 30, 2017 | |
Net income (loss) attributable to noncontrolling interest | $ 199,023 | $ 469,798 | $ 562,505 | $ 850,770 | |||
Stockholders equity attributable to noncontrolling interest | 3,042,017 | 3,042,017 | $ 2,479,512 | ||||
Income loss from equity method investments | (20,806) | 26,362 | 50,789 | 49,682 | |||
Investment in non-consolidated affiliate equity | 776,886 | 776,886 | $ 570,097 | ||||
Gosling-Castle Partners Inc [Member] | |||||||
Number of stock issued during period acquisitions, shares | 201,000 | ||||||
Equity method interest, percentage | 20.10% | ||||||
Cash | $ 20,000,000 | ||||||
Number of common stock shares issued | 1,800,000 | ||||||
Effect of acquisition of an additional of noncontrolling interests | 2,232,824 | ||||||
Excess of cash | 20,215,176 | ||||||
Income (loss) from subsidiaries, before tax | 994,600 | 1,016,217 | 2,846,141 | 2,657,241 | |||
Net income (loss) attributable to noncontrolling interest | 199,915 | 406,487 | 572,074 | 1,062,896 | |||
Stockholders equity attributable to noncontrolling interest | 3,042,017 | 3,042,017 | $ 2,479,512 | ||||
Gosling-Castle Partners Inc [Member] | Maximum [Member] | |||||||
Equity method interest, percentage | 80.10% | ||||||
Copperhead Distillery Company [Member] | |||||||
Equity method interest, percentage | 20.00% | 5.00% | |||||
Payment to acquire finished goods | $ 500,000 | ||||||
Income loss from equity method investments | (20,806) | $ 26,362 | 50,789 | $ 49,362 | |||
Investment in non-consolidated affiliate equity | $ 776,886 | $ 776,886 | $ 570,097 | ||||
Copperhead Distillery Company [Member] | Existing Shareholder [Member] | |||||||
Due from related parties | $ 156,000 |
Goodwill and Intangible Asset36
Goodwill and Intangible Assets (Details Narrative) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill | $ 496,226 | $ 496,226 |
Goodwill and Intangible Asset37
Goodwill and Intangible Assets - Schedule of Finite-Lived Intangible Assets (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||
Definite life brands | $ 170,000 | $ 170,000 | |
Trademarks | 641,693 | 631,693 | |
Rights | 8,271,555 | 8,271,555 | |
Product development | 201,270 | 186,668 | |
Patents | 994,000 | 994,000 | |
Other | 55,460 | 55,460 | |
Finite-Lived Intangible Assets, Gross | 10,333,979 | 10,309,376 | |
Less: accumulated amortization | 8,370,986 | 8,035,018 | |
Net | 1,962,993 | 2,274,358 | |
Other identifiable intangible assets - indefinite lived | [1] | 4,112,972 | 4,112,972 |
Total intangible assets, net | $ 6,075,965 | $ 6,387,330 | |
[1] | Other identifiable intangible assets — indefinite lived consists of product formulations and the Company’s relationships with its distillers. |
Goodwill and Intangible Asset38
Goodwill and Intangible Assets - Schedule of Accumulated Amortization (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 |
Accumulated amortization | $ 8,370,986 | $ 8,035,018 |
Definite Life Brands [Member] | ||
Accumulated amortization | 170,000 | 170,000 |
Trademarks [Member] | ||
Accumulated amortization | 394,266 | 367,294 |
Rights [Member] | ||
Accumulated amortization | 6,869,993 | 6,617,062 |
Product Development [Member] | ||
Accumulated amortization | 43,840 | 34,478 |
Patents [Member] | ||
Accumulated amortization | $ 892,887 | $ 843,184 |
Restricted Cash (Details Narrat
Restricted Cash (Details Narrative) | Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Mar. 31, 2017USD ($) | Mar. 31, 2017EUR (€) |
Restricted cash | $ | $ 371,719 | $ 331,455 | ||
Euro [Member] | ||||
Restricted cash | € | € 310,319 | € 310,305 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | Aug. 31, 2015 | Oct. 31, 2017 | Aug. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017 | Jan. 31, 2017 | Sep. 30, 2014 |
Purchased Inventory Sublimit Amount To Acquire Inventory | $ 3,000,000 | |||||||||||
Due to other related parties, current | $ 594,660 | $ 594,660 | $ 412,269 | |||||||||
Payments to acquire inventory | 6,634,271 | 6,634,271 | ||||||||||
Debt issuance costs, net | 94,109 | 94,109 | 100,049 | |||||||||
Notes payable, noncurrent | $ 219,514 | $ 219,514 | $ 211,580 | |||||||||
Debt conversion price percentage | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | |||||
Debt instrument conversion amount | $ 928,167 | |||||||||||
Convertible notes payable current | $ 750,000 | 750,000 | ||||||||||
Convertible notes payable, noncurrent | $ 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 | $ 65,406 | 150,000 | 45,021 | $ 45,021 | $ 51,500 | ||||||
Mark E. Andrews, III [Member] | ||||||||||||
Due to other related parties, current | 50,000 | 21,802 | 50,000 | 15,007 | 15,007 | 17,167 | ||||||
Notes payable, noncurrent | 50,000 | 50,000 | ||||||||||
Richard J. Lampen [Member] | ||||||||||||
Due to other related parties, current | 100,000 | 43,604 | 100,000 | 30,014 | 30,014 | 34,333 | ||||||
Notes payable, noncurrent | 50,000 | 50,000 | ||||||||||
Brian L. Heller [Member] | ||||||||||||
Due to other related parties, current | 42,500 | 18,532 | 42,500 | 12,756 | 12,756 | 14,592 | ||||||
Alfred J. Small [Member] | ||||||||||||
Due to other related parties, current | 15,000 | 6,541 | 15,000 | 4,502 | 4,502 | 5,150 | ||||||
Dr. Phillip Frost [Member] | ||||||||||||
Notes payable, noncurrent | 500,000 | 500,000 | ||||||||||
Glenn Halpryn [Member] | ||||||||||||
Notes payable, noncurrent | 200,000 | 200,000 | ||||||||||
Dennis Scholl [Member] | ||||||||||||
Notes payable, noncurrent | 100,000 | 100,000 | ||||||||||
Vector Group Ltd [Member] | ||||||||||||
Notes payable, noncurrent | $ 200,000 | 200,000 | ||||||||||
Mark E. Andrews, III and Richard J. Lampen [Member] | ||||||||||||
Debt instrument conversion amount | $ 928,167 | |||||||||||
Debt instrument conversion shares | 1,031,297 | |||||||||||
January 2018 [Member] | Dr. Phillip Frost and Vector Group Ltd [Member] | ||||||||||||
Debt instrument conversion amount | $ 703,833 | |||||||||||
Debt instrument conversion shares | 782,037 | |||||||||||
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% | 5.00% | ||||||||||
Debt instrument, interest rate during period | 7.00% | |||||||||||
Amended Agreement [Member] | June 14, 2017 [Member] | ||||||||||||
Debt instrument, interest rate during period | 6.50% | |||||||||||
Amended Agreement [Member] | December 13, 2017 [Member] | ||||||||||||
Debt instrument, interest rate during period | 6.75% | |||||||||||
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, 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 | ||||||||||
Line of credit facility, interest rate during period | 8.75% | |||||||||||
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 | $ 21,000,000 | $ 21,000,000 | ||||||||||
Debt instrument, interest rate during period | 8.75% | |||||||||||
Payments to acquire inventory | 1,308,125 | $ 900,425 | $ 900,425 | $ 1,030,000 | ||||||||
Debt instrument, interest rate | 11.00% | 11.00% | ||||||||||
Purchased Inventory Sublimit [Member] | December 13, 2017 [Member] | ||||||||||||
Debt instrument, interest rate during period | 8.50% | |||||||||||
Purchased Inventory Sublimit [Member] | June 14, 2017 [Member] | ||||||||||||
Debt instrument, interest rate during period | 8.25% | |||||||||||
Third Amendment [Member] | ||||||||||||
Commitment fee | 20,000 | |||||||||||
Third Amendment [Member] | Minimum [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | 19,000,000 | |||||||||||
Third Amendment [Member] | Maximum [Member] | ||||||||||||
Line of credit facility, maximum borrowing capacity | $ 21,000,000 | |||||||||||
Credit Facility [Member] | ||||||||||||
Line of credit starting date | Dec. 31, 2016 | |||||||||||
Line of credit facility, expiration date | Jul. 31, 2019 | |||||||||||
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 | |||||||||||
Line of credit facility, interest rate during period | 7.00% | |||||||||||
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 | $ 18,490,458 | $ 18,490,458 | 13,133,124 | |||||||||
Line of credit facility, remaining borrowing capacity | $ 2,509,542 | $ 2,509,542 | $ 5,866,876 | |||||||||
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 | |||||||||||
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 |
Notes Payable - Schedule of Not
Notes Payable - Schedule of Notes Payable and Credit Facility (Details) - USD ($) | Dec. 31, 2017 | Mar. 31, 2017 | |
Notes payable and credit facility | $ 39,459,972 | $ 35,019,704 | |
Foreign Revolving Credit Facilities [Member] | |||
Notes payable and credit facility | [1] | ||
Note Payable - GCP Note [Member] | |||
Notes payable and credit facility | [2] | 219,514 | 211,580 |
Credit Facility [Member] | |||
Notes payable and credit facility | [3] | 18,490,458 | 13,133,124 |
5% Convertible Notes [Member] | |||
Notes payable and credit facility | [4] | 750,000 | 1,675,000 |
11% Subordinated Note [Member] | |||
Notes payable and credit facility | [5] | $ 20,000,000 | $ 20,000,000 |
[1] | The Company has arranged various credit facilities aggregating €310,319 or $371,719 (translated at the December 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%. There was no balance on the credit facilities included in notes payable at each of December 31 and March 31, 2017. | ||
[2] | In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount of $211,580 to Gosling’s Export (Bermuda) Limited in exchange for credits issued on certain inventory purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity. At March 31, 2017, $10,579 of accrued interest was converted to amounts due to affiliates. At December 31, 2017, $219,514, consisting of $211,580 of principal and $7,934 of accrued interest, due on the GCP Note is included in long-term liabilities. At March 31, 2017, $211,580 of principal due on the GCP Note is included in long-term liabilities. | ||
[3] | In August 2011, the Company and CB-USA entered into 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 $21.0 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 December 31, 2017, the Credit Facility interest rate was 7.0%. 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 December 31, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.75%. The monthly facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate $45,000 commitment fee in connection with the Loan Agreement Amendment. In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note. ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E. Andrews, III, Richard J. Lampen, Brian L. Heller, our General Counsel and Assistant Secretary 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 nine months ended December 31, 2017, the Company paid interest at 6.5% through June 14, 2017, then 6.75% through December 13, 2017, and then 7.0% through December 31, 2017 on the Amended Agreement. For the nine months ended December 31, 2017, the Company paid interest at 8.25% through June 14, 2017, then at 8.5% through December 13, 2017, and then 8.75% through December 31, 2017 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 December 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), Brian L. Heller ($42,500) 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. In October 2017, the Company acquired $1,308,125 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($65,406), Richard J. Lampen ($43,604), Mark E. Andrews, III ($21,802), Brian L. Heller ($18,532), and Alfred J. Small ($6,541), as junior participants in the Purchased Inventory Sublimit with respect to such purchase. In December 2017, the Company acquired $900,425 in aged bulk bourbon under the Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost Gamma Investments Trust ($45,021), Richard J. Lampen ($30,014), Mark E. Andrews, III ($15,007), Brian L. Heller ($12,756), and Alfred J. Small ($4,502), 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. In October 2017, the Company and CB-USA entered into a Third Amendment (the “Third Amendment”) to the Amended Agreement to amend certain terms of the Company’s existing Credit Facility with ACF. Among other changes, the Third Amendment increased the maximum amount of the Credit Facility from $19,000,000 to $21,000,000, and amended the definition of borrowing base to increase the amount of borrowing that can be collateralized by inventory. The Company and CB-USA paid ACF an aggregate $20,000 commitment fee in connection with the Amendment. In connection with the Amendment, the Company and CB-USA also entered into an Amended and Restated Revolving Credit Note. At December 31 and March 31, 2017, $18,490,458 and $13,133,124, respectively, due on the Credit Facility was included in long-term liabilities. At December 31 and March 31, 2017, there was $2,509,542 and $5,866,876, respectively, in potential availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $94,109 and $100,049 of debt issuance costs at December 31 and March 31, 2017, respectively, as direct deductions from the carrying amount of the related debt liability. | ||
[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. The purchasers of the Convertible Notes included related parties of the Company, including an affiliate of Dr. Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate of Richard J. Lampen ($50,000), an affiliate of Glenn Halpryn ($200,000), Dennis Scholl ($100,000), and Vector Group Ltd. ($200,000). The Company may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest thereon if (i) the average daily volume of the Company’s common stock (as reported on the principal market or exchange on which the common stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted average price of the common stock for at least twenty (20) trading days during any thirty (30) consecutive trading day period exceeds 250% of the then-current Conversion Price. Any forced conversion will be applied ratably to the holders of all Convertible Notes issued pursuant to the Note Purchase Agreement based on each holder’s then-current note holdings. In connection with the Note Purchase Agreement, each purchaser of the Convertible Notes was required to execute a joinder to the subordination agreement, by and among ACF and certain other junior lenders to the Company; the Company is not a party to the Subordination Agreement. In December 2017, certain holders of the Convertible Notes converted an aggregate $903,167 of the outstanding principal and interest balances their Convertible Notes into 1,003,519 shares of the Company's common stock, pursuant to the terms of the Convertible Notes. The converting holders included Mark E. Andrews, III and an affiliate of Richard J. Lampen. In January 2018, an affiliate of Dr. Phillip Frost converted the outstanding principal and interest balance of $502,361 of its Convertible Notes of into 558,179 shares of the Company's common stock, pursuant to the terms of the Convertible Notes. At December 31, 2017, $750,000 of principal due on the Convertible Notes was included in current liabilities and at March 31, 2017, $1,675,000 of principal due on the Convertible Notes was included in long-term liabilities, respectively. | ||
[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 $20,000,000 (the “Subordinated Note”). The purpose of Company’s issuance of the Subordinated Note was to finance the GCP Share Acquisition. The Subordinated Note bears interest quarterly at the rate of 11% per annum. The principal and interest incurred thereon shall be due and payable in full on March 15, 2019. All claims of the Holder to principal, interest and any other amounts owed under the Subordinated Note are subordinated in right of payment to all indebtedness of the Company existing as of the date of the Subordinated Note. The Subordinated Note contains customary events of default and may be prepaid by the Company, in whole or in part, without penalty, at any time. |
Notes Payable - Schedule of N42
Notes Payable - Schedule of Notes Payable and Credit Facility (Details) (Parenthetical) | Dec. 31, 2009USD ($) | Oct. 31, 2013USD ($)$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016 | Dec. 31, 2017USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Mar. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Aug. 30, 2011USD ($) |
Notes payable, noncurrent | $ 219,514 | $ 219,514 | $ 211,580 | ||||||||
Notes payable and credit facility | $ 39,459,972 | $ 39,459,972 | $ 35,019,704 | ||||||||
Convertible subordinated note | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | 5.00% | ||||
Convertible notes payable, noncurrent | $ 1,675,000 | ||||||||||
Convertible Notes [Member] | |||||||||||
Convertible subordinated note | 250.00% | ||||||||||
Frost Nevada Investments Trust [Member] | Phillip Frost [Member] | |||||||||||
Debt instrument, maturity date | Mar. 15, 2019 | ||||||||||
Convertible subordinated note | 11.00% | ||||||||||
Convertible notes payable, noncurrent | $ 20,000,000 | ||||||||||
Loan Agreement [Member] | |||||||||||
Line of credit facility, maximum borrowing capacity | $ 21,000,000 | ||||||||||
Note Purchase Agreement [Member] | Convertible Notes [Member] | |||||||||||
Debt instrument, maturity date | Dec. 15, 2018 | ||||||||||
Convertible subordinated note | 5.00% | ||||||||||
Unsecured debt | $ 2,125,000 | ||||||||||
Debt instrument, convertible, conversion price | $ / shares | $ 0.90 | ||||||||||
GCP Note [Member] | |||||||||||
Notes payable, noncurrent | $ 211,580 | $ 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 | ||||||||||
Notes payable and credit facility | 219,514 | 219,514 | |||||||||
Accrued interest | 7,934 | 7,934 | |||||||||
Irish Bank [Member] | |||||||||||
Line of credit facility, maximum borrowing capacity | 371,719 | $ 371,719 | |||||||||
Line of credit facility, interest rate during period | 1.70% | ||||||||||
Line of credit, current | |||||||||||
Irish Bank [Member] | Euro [Member] | |||||||||||
Line of credit facility, maximum borrowing capacity | € | € 310,319 |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Nov. 30, 2014 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 |
Payments of stock issuance costs | $ 14,355 | |||
Stock issued during period, value, conversion of convertible securities | $ 928,167 | |||
Stock issued during period, shares, conversion of convertible securities | 1,031,297 | |||
GCP Acquisition [Member] | ||||
Sale of stock issued during period, shares | 1,800,000 | |||
2014 Distribution Agreement [Member] | ||||
Payments of stock issuance costs | $ 12,000 | |||
2014 Distribution Agreement [Member] | Maximum [Member] | ||||
Proceeds from issuance of common stock | $ 10,000,000 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Apr. 30, 2017 | Dec. 31, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | |
Number of restricted common stock granted, value | |||||
Share-based compensation | $ 504,490 | $ 409,511 | 1,484,306 | $ 1,172,008 | |
Unrecognized compensation cost | 6,694,517 | 6,694,517 | |||
Unrecognized compensation cost, unvested option | 4,226,500 | $ 4,226,500 | |||
Expected weighted average vesting period | 2 years 1 month 13 days | ||||
Number of stock option shares exercised during the period | 269,200 | 612,989 | |||
2013 Stock Incentive Plan [Member] | Employees, Director and Consultant [Member] | |||||
Number of restricted common stock granted | 1,092,000 | ||||
Number of restricted common stock granted, value | $ 1,843,078 | ||||
Restricted Stock [Member] | |||||
Unrecognized compensation cost, unvested option | $ 1,092,000 | $ 1,092,000 | |||
Restricted Stock [Member] | Employees, Director and Consultant [Member] | 2013 Stock Incentive Plan [Member] | |||||
Shares vested percentage | 25.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | 9 Months Ended | ||
Dec. 31, 2017USD ($) | Dec. 31, 2017EUR (€) | Dec. 31, 2016USD ($) | |
New York [Member] | |||
Operating leases, rent expense | $ 26,255 | ||
Lease expiration date | Feb. 29, 2020 | Feb. 29, 2020 | |
Dublin [Member] | |||
Operating leases, rent expense | $ 1,797 | ||
Lease expiration date | Oct. 31, 2019 | Oct. 31, 2019 | |
Houston, TX [Member] | |||
Operating leases, rent expense | $ 3,440 | ||
Lease expiration date | Jun. 26, 2018 | Jun. 26, 2018 | |
Newly Distilled Bourbon [Member] | |||
Long-term purchase commitment, amount | $ 1,959,801 | ||
Long term purchased amount | 2,464,500 | $ 2,053,750 | |
December 31, 2018 [Member] | Newly Distilled Bourbon [Member] | |||
Long term purchased amount | $ 3,900,000 | ||
Euro [Member] | Dublin [Member] | |||
Operating leases, rent expense | € | € 1,500 | ||
Irish Whiskeys [Member] | Four Contract Year [Member] | |||
Long term purchase commitment percentage agreed to purchase | 90.00% | 90.00% | |
Contract year ending | Jun. 30, 2018 | Jun. 30, 2018 | |
Long-term purchase commitment, amount | $ 831,366 | ||
Irish Whiskeys [Member] | Contract Year [Member] | June 30, 2018 [Member] | |||
Long-term purchase commitment, amount | $ 1,218,450 | ||
Irish Whiskeys [Member] | Contract Year [Member] | Euro [Member] | |||
Long-term purchase commitment, amount | € | € 694,043 | ||
Irish Whiskeys [Member] | Contract Year [Member] | Euro [Member] | June 30, 2018 [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% | |
Contract year ending | Jun. 30, 2018 | Jun. 30, 2018 | |
Long-term purchase commitment, amount | $ 405,634 | ||
Irish Whiskeys [Member] | Twelve Contract Year [Member] | June 30, 2018 [Member] | |||
Long-term purchase commitment, amount | $ 529,783 | ||
Irish Whiskeys [Member] | Twelve Contract Year [Member] | Euro [Member] | |||
Long-term purchase commitment, amount | € | € 338,632 | ||
Irish Whiskeys [Member] | Twelve Contract Year [Member] | Euro [Member] | June 30, 2018 [Member] | |||
Long-term purchase commitment, amount | € | € 442,274 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | |
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Sales Revenue, Net [Member] | |||||
Concentration risk, percentage | 100.00% | 100.00% | 100.00% | 100.00% | |
Customer Concentration Risk [Member] | Sales Revenue, Net [Member] | |||||
Concentration risk, percentage | 38.40% | 42.30% | 38.20% | 37.10% | |
Customer Concentration Risk [Member] | Accounts Receivable [Member] | |||||
Concentration risk, percentage | 40.60% | 33.20% |
Geographic Information - Schedu
Geographic Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 31, 2017 | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | [1] | $ 24,079,623 | $ 18,309,539 | $ 65,826,060 | $ 54,688,255 | |
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Total Consolidated Income (Loss) from Operations | $ 1,572,206 | $ 853,736 | $ 2,785,553 | $ 996,608 | ||
Consolidated Income (Loss) from Operations, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Total Consolidated Net Income Attributable to Common Shareholders | $ 465,580 | $ 422,566 | $ (482,498) | $ (1,043,963) | ||
Consolidated Net Income Attributable to Common Shareholders, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Income tax (expense) benefit, net | $ 63,085 | $ 273,781 | $ 19,337 | $ (414,994) | ||
Total Consolidated Assets | $ 61,884,920 | $ 61,884,920 | $ 54,342,144 | |||
Consolidated Assets Percentage | 100.00% | 100.00% | 100.00% | |||
Whiskey [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | $ 10,811,701 | 7,656,767 | $ 25,317,480 | 19,642,471 | ||
Rum [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | 3,758,793 | 3,392,725 | 12,380,558 | 12,842,295 | ||
Liqueur [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | 2,723,578 | 1,871,683 | 7,361,924 | 6,377,875 | ||
Vodka [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | 377,999 | 354,884 | 1,021,253 | 1,146,521 | ||
Tequila [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | 26,565 | 53,788 | 156,301 | 181,127 | ||
Ginger Beer [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | 6,380,987 | 4,979,692 | 19,588,544 | 14,497,966 | ||
Sales Revenue, Net [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | $ 24,079,623 | $ 18,309,539 | $ 65,826,060 | $ 54,688,255 | ||
Concentration Risk, Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Sales Revenue, Net [Member] | Whiskey [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 44.90% | 41.80% | 38.50% | 35.90% | ||
Sales Revenue, Net [Member] | Rum [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 15.60% | 18.50% | 18.80% | 23.50% | ||
Sales Revenue, Net [Member] | Liqueur [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 11.30% | 10.20% | 11.20% | 11.70% | ||
Sales Revenue, Net [Member] | Vodka [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 1.60% | 1.90% | 1.50% | 2.10% | ||
Sales Revenue, Net [Member] | Tequila [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 0.10% | 0.30% | 0.20% | 0.30% | ||
Sales Revenue, Net [Member] | Ginger Beer [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Concentration Risk, Percentage | 26.40% | 27.20% | 29.80% | 26.50% | ||
International [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | $ 2,390,478 | $ 2,062,991 | $ 6,832,624 | $ 5,862,534 | ||
Concentration Risk, Percentage | 9.90% | 11.30% | 10.40% | 10.70% | ||
Total Consolidated Income (Loss) from Operations | $ (7,228) | $ 15,988 | $ (20,489) | $ (89,079) | ||
Consolidated Income (Loss) from Operations, Percentage | (0.50%) | 1.90% | (0.70%) | (8.90%) | ||
Total Consolidated Net Income Attributable to Common Shareholders | $ 36,186 | $ 16,250 | $ 78,447 | $ (45,884) | ||
Consolidated Net Income Attributable to Common Shareholders, Percentage | 7.80% | 3.80% | (16.30%) | 4.40% | ||
Total Consolidated Assets | $ 3,028,366 | $ 3,028,366 | $ 3,234,536 | |||
Consolidated Assets Percentage | 4.90% | 4.90% | 6.00% | |||
United States [Member] | ||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||||
Total Consolidated Sales, net | $ 21,689,145 | $ 16,246,548 | $ 58,993,436 | $ 48,825,721 | ||
Concentration Risk, Percentage | 90.10% | 88.70% | 89.60% | 89.30% | ||
Total Consolidated Income (Loss) from Operations | $ 1,579,434 | $ 837,748 | $ 2,806,042 | $ 1,085,687 | ||
Consolidated Income (Loss) from Operations, Percentage | 100.50% | 98.10% | 100.70% | 108.90% | ||
Total Consolidated Net Income Attributable to Common Shareholders | $ 429,394 | $ 406,316 | $ (560,945) | $ (998,079) | ||
Consolidated Net Income Attributable to Common Shareholders, Percentage | 92.20% | 96.20% | 116.30% | 95.60% | ||
Income tax (expense) benefit, net | $ 63,085 | $ 273,781 | $ 19,337 | $ (414,994) | ||
Income tax (expense) benefit, net Percentage | 100.00% | 100.00% | 100.00% | 100.00% | ||
Total Consolidated Assets | $ 58,856,554 | $ 58,856,554 | $ 51,107,608 | |||
Consolidated Assets Percentage | 95.10% | 95.10% | 94.00% | |||
[1] | Sales, net and Cost of sales include excise taxes of $1,938,739 and $1,646,486 for the three months ended December 31, 2017 and 2016, respectively, and $5,338,124 and $5,275,187 for the nine months ended December 31, 2017 and 2016, respectively. |