UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported):
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November 9, 2015
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Castle Brands Inc.
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(Exact name of registrant as specified in its charter)
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Florida
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001-32849
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41-2103550
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_____________________
(State or other jurisdiction
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_____________
(Commission
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______________
(I.R.S. Employer
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of incorporation)
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File Number)
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Identification No.)
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122 East 42nd Street, Suite 4700, New York, New York
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10168
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_________________________________
(Address of principal executive offices)
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___________
(Zip Code)
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Registrants telephone number, including area code:
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(646) 356-0200
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Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any
of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On November 9, 2015, Castle Brands Inc. issued a press release announcing financial results for the three and six months ended September 30, 2015. A copy of the press release is attached hereto as Exhibit 99.1.
The information included herein and in Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 ("Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press release dated November 9, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Castle Brands Inc.
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November 9, 2015
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By:
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/s/ Alfred J. Small
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Name: Alfred J. Small
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Title: SVP, CFO, Treas. & Secretary
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Exhibit Index
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Exhibit No.
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Description
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99.1
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Press release dated November 9, 2015.
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Castle Brands Announces Fiscal 2016 Second Quarter Results
Net Sales Increase 38.5% Driven by Continued Strong Growth of Whiskeys, Rums and
Goslings Stormy Ginger Beer
NEW YORK November 9, 2015 Castle Brands Inc. (NYSE MKT: ROX), a developer and international
marketer of premium and super-premium branded spirits, today reported financial results for the
three and six month periods ended September 30, 2015.
Operating highlights for the quarter ended September 30, 2015:
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Net sales increased 38.5% to $18.5 million for the second quarter of fiscal
2016, as compared to $13.4 million for the comparable prior-year period. |
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Total gross profit increased 44.5% to $7.1 million, as compared to $4.9
million for the comparable prior-year period. |
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EBITDA, as adjusted, improved to $0.9 million, as compared to $0.1 million for
the comparable prior-year period. |
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Continued strong growth of Jeffersons bourbons and the Irish whiskies led to
a 73.4% increase in whiskey revenues from the comparable prior-year period. |
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Goslings Stormy Ginger Beer case sales increased 69.2% to approximately
325,000 cases from approximately 192,000 in the comparable prior-year period. |
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Goslings Rum case sales increased 7.3% to 47,000 cases from 43,700 cases in
the comparable prior-year period. |
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Loss before provision for income taxes improved to ($0.1) million as compared
to ($0.6) million in the comparable prior-year period. |
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The Companys revolving credit facility capacity was increased from $12
million to $19 million to permit the Company to acquire additional aged whiskey inventory. |
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The Company increased its reserves of aged bourbon and entered into two
long-term new fill agreements to augment these supplies of aged bourbon for its Jeffersons
brand. |
This was another outstanding quarter for Castle Brands. Continued strong growth of our more
profitable brands, such as Jeffersons, Goslings and our Irish whiskeys resulted in substantial
revenue growth and even greater growth in gross profit. This allowed us to decrease G&A as a
percent of revenue, reduce net loss and increase EBITDA, as adjusted. We expect these trends of
increasing sales and improving financial performance to continue over the balance of the fiscal
year and beyond. stated Richard J. Lampen, President and Chief Executive Officer of Castle Brands.
In the quarter, additional purchases of aged bourbon reserves coupled with initiation of two
long-term new fill programs put us in a solid position to support increased sales of our
Jeffersons bourbon portfolio. We believe that Jeffersons is now the fastest growing premium
small-batch bourbon in America. We also increased our Irish whiskey offerings and expanded our
barrel program for Knappogue Castle Whiskey. In addition, we continued to build on our successful
relationship with Pallini liqueurs by extending our exclusive distribution agreement for an
additional five-year period, said John Glover, Chief Operating Officer of Castle Brands.
The growing popularity of the trademarked Dark n Stormy® cocktail has been an important driver
of Goslings growth. Recognizing that, we have focused on increasing sales of Goslings Stormy
Ginger Beer. Ginger beer sales for the 12 months ended September 30, 2015 exceeded 900,000 cases,
making Stormy Ginger Beer the best-selling premium ginger beer in America. We are also increasing
the prominence of the Goslings brand through our sponsorship of the 35th Americas Cup.
The Americas Cup has become an extreme sport and millions of viewers will be following this very
high-profile event over a three-year period. Races will take place in Europe and the United States
in 2015 and 2016 culminating with the Challenger Playoffs and Finals in Bermuda in 2017. Goslings
will have far more visibility and global reach than ever before with an enormous audience that goes
well beyond the demographics of the sailing world, Mr. Glover added.
For the Three and Six Months Ended September 30, 2015
In the second quarter of fiscal 2016, the Company had net sales of $18.5 million, a 38.5% increase
from net sales of $13.4 million in the comparable prior-year period. This sales growth was driven
by the overall growth of Goslings Rums and Stormy Ginger Beer, Jeffersons and Jeffersons Reserve
bourbons, Clontarf Irish whiskey and Pallini liqueurs. Net loss was ($0.7) million in the second
quarter of fiscal 2016 compared to a net loss of ($0.9) million in the comparable prior-year
period. Net loss attributable to common shareholders was ($1.0) million, or ($0.01) per basic and
diluted share, in the second quarter of fiscal 2016, as compared to ($1.1) million, or ($0.01) per
basic and diluted share, in the prior-year period.
EBITDA, as adjusted, for the second quarter of fiscal 2016 improved to $0.9 million as compared to
$0.1 million for the comparable prior-year period.
For the six months ended September 30, 2015, the Company had net sales of $35.0 million, a 38.2%
increase from net sales of $25.4 million in the comparable prior-year period. Net loss was ($1.5)
million for the six months ended September 30, 2015, as compared to a net loss of ($2.1) million in
the comparable prior-year period. Net loss attributable to common shareholders was ($2.1) million,
or ($0.01) per basic and diluted share, for the six months ended September 30, 2015, as compared to
($2.6) million, or ($0.02) per basic and diluted share, in the prior-year period.
EBITDA, as adjusted, for the first six months of fiscal 2016 improved to $1.5 million as compared
to $0.1 million for the comparable prior-year period.
Non-GAAP Financial Measures
Within the information above, Castle Brands provides information regarding EBITDA, as adjusted,
which is not a recognized term under GAAP (Generally Accepted Accounting Principles) and does not
purport to be an alternative to income (loss) from operations or net income (loss) as a measure of
operating performance. Earnings before interest, taxes, depreciation and amortization, or EBITDA,
adjusted for allowances for doubtful accounts and obsolete inventory, stock-based compensation
expense, other (income) expense, net, income from equity investment in non-consolidated affiliate,
foreign exchange loss and net income attributable to noncontrolling interests is a key metric the
Company uses in evaluating its financial performance on a consistent basis across various periods.
EBITDA, as adjusted, is considered a non-GAAP financial measure as defined by Regulation G
promulgated by the SEC under the Securities Act of 1933, as amended. Due to the significance of
non-cash and non-recurring items, EBITDA, as adjusted, enables the Companys Board of Directors and
management to monitor and evaluate the business on a consistent basis. The Company uses EBITDA, as
adjusted, as a primary measure, among others, to analyze and evaluate financial and strategic
planning decisions regarding future operating investments and allocation of capital resources. The
Company believes that EBITDA, as adjusted, eliminates items that are not indicative of its core
operating performance or are based on managements estimates, such as allowance accounts, are due
to changes in valuation, such as the effects of changes in foreign exchange, or do not involve a
cash outlay, such as stock-based compensation expense. EBITDA, as adjusted, should be considered in
addition to, rather than as a substitute for, income from operations, net income and cash flows
from operating activities. A reconciliation of net loss attributable to common shareholders to
EBITDA, as adjusted, is presented below.
About Castle Brands
Castle Brands is a developer and international marketer of premium and super-premium branded
spirits including: Goslings Rum®, Jeffersons®, Jeffersons Presidential
SelectTM, Jeffersons Reserve® and Jeffersons Ocean Aged at Sea®
Bourbon, Jeffersons Chefs Collaboration and Jeffersons The Manhattan: Barrel Finished Cocktail,
Jeffersons® Rye Whiskey, Knappogue Castle Whiskey®, Knappogue Twin Wood,
Knappogue Castle 1951, Clontarf® Irish Whiskey, Pallini® Limoncello,
Boru® Vodka and Bradys® Irish Cream. Additional information concerning the
Company is available on the Companys website, www.castlebrandsinc.com.
Forward Looking Statements
This press release includes statements of our expectations, intentions, plans and beliefs that
constitute forward looking statements within the meaning of Section 27A of the Securities Act of
1933 and Section 21E of the Securities Exchange Act of 1934 and are intended to come within the
safe harbor protection provided by those sections. These statements, which involve risks and
uncertainties, relate to the discussion of our business strategies and our expectations concerning
future operations, margins, sales, new products and brands, potential joint ventures, potential
acquisitions, expenses, profitability, liquidity and capital resources and to analyses and other
information that are based on forecasts of future results and estimates of amounts not yet
determinable. You can identify these and other forward-looking statements by the use of such words
as may, will, should, expects, intends, plans, anticipates, believes, thinks,
estimates, seeks, predicts, could, projects, potential and other similar terms and
phrases, including references to assumptions. These forward looking statements are made based on
expectations and beliefs concerning future events affecting us and are subject to uncertainties,
risks and factors relating to our operations and business environments, all of which are difficult
to predict and many of which are beyond our control, that could cause our actual results to differ
materially from those matters expressed or implied by these forward looking statements. These risks
include our history of losses and expectation of further losses, our ability to expand our
operations in both new and existing markets, our ability to develop or acquire new brands, our
relationships with distributors, the success of our marketing activities, the effect of competition
in our industry and economic and political conditions generally, including the current economic
environment and markets. More information about these and other factors are described under the
caption Risk Factors in Castle Brands Annual Report on Form 10-K for the year ended March 31,
2015, as amended, and other reports we file with the Securities and Exchange Commission. When
considering these forward looking statements, you should keep in mind the cautionary statements in
this press release and the reports we file with the Securities and Exchange Commission. New risks
and uncertainties arise from time to time, and we cannot predict those events or how they may
affect us. We assume no obligation to update any forward looking statements after the date of this
press release as a result of new information, future events or developments, except as required by
the federal securities laws.
1
CASTLE BRANDS INC. AND SUBSIDIARIES
Condensed Consolidated Statements of Operations
(Unaudited)
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Three months ended September 30, |
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Six months ended September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
Sales, net* |
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$ |
18,536,509 |
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$ |
13,381,704 |
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$ |
35,049,588 |
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$ |
25,363,903 |
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Cost of sales* |
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11,480,107 |
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8,498,031 |
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21,365,872 |
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15,933,576 |
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Gross profit |
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7,056,402 |
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4,883,673 |
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13,683,716 |
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9,430,327 |
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Selling expense |
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4,941,213 |
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3,591,823 |
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9,293,158 |
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6,831,149 |
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General and administrative expense |
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1,691,332 |
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1,368,317 |
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3,757,423 |
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2,978,933 |
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Depreciation and amortization |
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233,069 |
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215,873 |
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461,325 |
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431,971 |
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Income (loss) from operations |
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190,788 |
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(292,340 |
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171,810 |
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(811,726 |
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Other income (expense), net |
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600 |
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64 |
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(221 |
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17,006 |
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Foreign exchange loss |
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(40,360 |
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(29,011 |
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(89,579 |
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(265,458 |
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Interest expense, net |
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(257,636 |
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(288,215 |
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(514,800 |
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(576,857 |
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Income from equity investment in
non-consolidated affiliate |
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4,513 |
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4,513 |
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Loss before provision for income taxes |
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(102,095 |
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(609,502 |
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(428,277 |
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(1,637,035 |
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Income tax expense, net |
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(579,962 |
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(259,962 |
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(1,103,924 |
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(422,924 |
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Net loss |
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(682,057 |
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(869,464 |
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(1,532,201 |
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(2,059,959 |
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Net income attributable to
noncontrolling interests |
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(329,214 |
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(211,049 |
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(602,732 |
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(516,385 |
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Net loss attributable to common
shareholders |
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$ |
(1,011,271 |
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$ |
(1,080,513 |
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$ |
(2,134,933 |
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$ |
(2,576,344 |
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Net loss per common share, basic and
diluted, attributable to common
shareholders |
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$ |
(0.01 |
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$ |
(0.01 |
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$ |
(0.01 |
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$ |
(0.02 |
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Weighted average shares used in
computation, basic and diluted,
attributable to common shareholders |
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159,774,811 |
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155,189,679 |
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158,661,309 |
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154,562,875 |
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Sales, net and Cost of sales include excise taxes of $1,919,019 and $1,574,437 for the three
months ended September 30, 2015 and 2014, respectively, and $3,687,999 and $3,058,951 for the six
months ended September 30, 2015 and 2014, respectively.
2
CASTLE BRANDS INC. AND SUBSIDIARIES
Reconciliation of net loss to EBITDA, as adjusted
(Unaudited)
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Three months ended |
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Six months ended |
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September 30, |
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September 30, |
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2015 |
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2014 |
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2015 |
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2014 |
Net loss attributable to common shareholders |
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$ |
(1,011,271 |
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$ |
(1,080,513 |
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$ |
(2,134,933 |
) |
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$ |
(2,576,344 |
) |
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Adjustments: |
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Interest expense, net |
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257,636 |
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288,215 |
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514,800 |
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576,857 |
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Income tax expense, net |
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579,962 |
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259,962 |
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1,103,924 |
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422,924 |
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Depreciation and amortization |
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233,069 |
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215,873 |
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461,325 |
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431,971 |
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EBITDA income (loss) |
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59,396 |
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(316,463 |
) |
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(54,884 |
) |
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(1,144,592 |
) |
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Allowance for doubtful accounts |
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9,000 |
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9,000 |
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43,000 |
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68,000 |
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Allowance for obsolete inventory |
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100,000 |
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Stock-based compensation expense |
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458,450 |
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208,808 |
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698,390 |
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400,264 |
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Other (income) expense, net |
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(600 |
) |
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|
(64 |
) |
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221 |
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|
|
(17,006 |
) |
Income from equity investments in non-consolidated
affiliate |
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|
(4,513 |
) |
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|
|
|
|
|
|
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(4,513 |
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Foreign exchange loss |
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40,360 |
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|
29,011 |
|
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|
|
|
|
|
89,579 |
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|
265,458 |
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Net income attributable to noncontrolling interests |
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329,214 |
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|
211,049 |
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602,732 |
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516,385 |
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EBITDA, as adjusted |
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891,307 |
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141,341 |
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1,474,525 |
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88,509 |
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# # #
Castle Brands Inc.
Investor Relations, 646-356-0200
info@castlebrandsinc.com
www.castlebrandsinc.com
3
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