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Quotes & Info
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| ROX > SEC Filings for ROX > Form 10-Q on 16-Nov-2009 | All Recent SEC Filings |
16-Nov-2009
Quarterly Report
• improve value chain and manage cost structure. We have undergone a comprehensive review and analysis of our supply chains and cost structures both on a company-wide and brand-by-brand basis. This has included restructurings and personnel reductions throughout our company. We further intend to map, analyze and redesign our purchasing and supply systems to reduce costs in our current operations and achieve profitability in future operations;
• selectively add new premium brands to our portfolio. We intend to continue developing new brands and pursuing strategic relationships, joint ventures and acquisitions to selectively expand our premium spirits and wine portfolio, particularly by capitalizing on and expanding our already demonstrated partnering capabilities. Our criteria for new brands focuses on underserved areas of the beverage alcohol marketplace, while examining the potential for direct financial contribution to our company and the potential for future growth based on development and maturation of agency brands. We will evaluate future acquisitions and agency relationships on the basis of their potential to be immediately accretive and their potential contributions to our objectives of becoming profitable and further expanding our product offerings. We expect that future acquisitions, if consummated, would involve some combination of cash, debt and the issuance of our stock; and
• cost containment. We have taken significant steps over the past twelve months to reduce our costs, resulting in a decrease in selling expense and general and administrative expense of 30.2% and 34.8%, respectively, for the six months ended September 30, 2009 as compared to the comparable prior year period. These steps included: reducing staff in both the U.S. and international operations; restructuring our international distribution system; changing distributor relationships in certain markets; restructuring the Gosling-Castle Partners, Inc. working relationship; moving production of certain products to a lower cost facility in the U.S.; and reducing general and administrative costs, including professional fees, insurance, occupancy and other overhead costs. Efforts to further reduce expenses continue.
The success of our efforts is reflected in our operating results as our loss
from operations improved $4.7 million, or 60.8%, for the six months ended
September 30, 2009 from the comparable prior year period. As result of our
continued cost containment efforts, our focus on our more profitable brands and
markets, the expected organic growth of our existing brands, the success of our
recently-released Tierras Tequila and Jefferson's Presidential Select bourbon
and our newly-created Fine Wine Division, we anticipate continued improved
results of operations as we move towards profitability.
Recent Events
In September 2009, we acquired the assets of Betts & Scholl LLC, a premium
wine maker formed in 2003 by Master Sommelier Richard Betts and Dennis Scholl.
In the transaction, we issued to the sellers a total of 7.14 million shares of
our common stock and approximately $1.1 million of notes, of which $0.25 million
was paid at closing. Dennis Scholl has joined our Board of Directors, where he
serves as an independent director, and Richard Betts has joined us as a Vice
President and head of our newly-formed Fine Wine Division.
The Fine Wine Division has been created to market and sell a select portfolio of
premium wines from around the world. As part of our fine wine strategy, we will
seek to recruit and represent the wines of a small number of premium,
like-minded brand owners and wineries. The goal is to establish enough high
quality wine expressions to provide a reasonable offering to customers. At the
same time, however, we expect to limit the number of brands so each brand
receives the attention it deserves. The division will take advantage of our
existing infrastructure, including our distribution system.
Currency Translation
The functional currencies for our foreign operations are the Euro in Ireland
and continental Europe and the British Pound in the United Kingdom. With respect
to our condensed consolidated financial statements, the translation from the
applicable foreign currencies to U.S. Dollars is performed for balance sheet
accounts using exchange rates in effect at the balance sheet date and for
revenue and expense accounts using a weighted average exchange rate during the
period. The resulting translation adjustments are recorded as a component of
other comprehensive income. Gains or losses resulting from foreign currency
transactions, including balances due from funding our international
subsidiaries, are included in other income (expenses).
Where in this quarterly report we refer to amounts in Euros or British
Pounds, we have for your convenience also in certain cases provided a conversion
of those amounts to U.S. Dollars in parentheses. Where the numbers refer to a
specific balance sheet account date or financial statement account period, we
have used the exchange rate that was used to perform the conversions in
connection with the applicable financial statement. In all other instances,
unless otherwise indicated, the conversions have been made using the exchange
rates as of September 30, 2009, each as calculated from the Interbank exchange
rates as reported by Oanda.com. On September 30, 2009, the exchange rate of the
Euro and the British Pound in exchange for U.S. Dollars were €1.00 = U.S.
$1.45917 (equivalent to U.S. $1.00 = €0.68532) for Euros and £1.00 = U.S.
$1.59221 (equivalent to U.S. $1.00 = £0.62806) for British Pounds.
These conversions should not be construed as representations that the Euro
and British Pound amounts actually represent U.S. Dollar amounts or could be
converted into U.S. Dollars at the rates indicated.
Critical Accounting Policies
There are no material changes from the critical accounting policies set forth
in Item 7, "Management's Discussion and Analysis of Financial Condition and
Results of Operations" in our annual report on Form 10-K for the year ended
March 31, 2009, as amended, which we refer to as our 2009 Annual Report. Please
refer to that section for disclosures regarding the critical accounting policies
related to our business.
Financial performance overview
The following table provides information regarding our case sales for the
periods presented based on nine-liter equivalent cases, which is a standard
spirits industry metric:
Three months ended Six months ended
September 30, September 30,
2009 2008 2009 2008
Cases
United States 67,351 57,511 115,228 106,448
International 18,944 27,596 32,735 45,968
Total 86,295 85,107 147,963 152,416
Vodka 29,818 31,723 52,352 57,265
Rum 27,591 26,787 50,599 49,512
Liqueurs 19,533 17,138 28,775 29,787
Whiskey 8,765 9,459 15,023 15,852
Tequila 588 - 1,214 -
Total 86,295 85,107 147,963 152,416
Percentage of Cases
United States 78.0 % 67.6 % 77.9 % 69.8 %
International 22.0 % 32.4 % 22.1 % 30.2 %
Total 100.0 % 100.0 % 100.0 % 100.0 %
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Three months ended Six months ended
September 30, September 30,
2009 2008 2009 2008
Vodka 34.6 % 37.3 % 35.4 % 37.6 %
Rum 32.0 % 31.5 % 34.2 % 32.5 %
Liqueurs 22.6 % 20.1 % 19.4 % 19.5 %
Whiskey 10.1 % 11.1 % 10.2 % 10.4 %
Tequila 0.7 % 0.0 % 0.8 % 0.0 %
Total 100.0 % 100.0 % 100.0 % 100.0 %
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Results of operations
The table below sets forth, for the periods indicated, the percentage of net
sales of certain items in our consolidated financial statements:
Three months ended Six months ended
September 30, September 30,
2009 2008 2009 2008
Sales, net 100.0 % 100.0 % 100.0 % 100.0 %
Cost of sales 66.0 % 68.4 % 63.8 % 67.8 %
Gross profit 34.0 % 31.6 % 36.2 % 32.2 %
Selling expense 27.8 % 52.1 % 35.0 % 54.8 %
General and administrative expense 15.8 % 28.9 % 18.9 % 31.7 %
Depreciation and amortization 2.6 % 3.3 % 3.1 % 3.7 %
Loss from operations (12.2) % (52.7 )% (20.8) % (58.0 )%
Other income 0.0 % 0.1 % 0.0 % 0.2 %
Other expense (0.1) % (0.2 )% (0.1) % (0.2 )%
Foreign exchange gain (loss) 6.2 % (24.5 )% 10.8 % (14.4 )%
Interest income (expense), net 0.1 % (7.1 )% 0.2 % (7.8 )%
Gain on exchange of 3% note payable 0.0 % 0.0 % 1.9 % 0.0 %
Income tax benefit 0.4 % 0.5 % 0.5 % 0.6 %
Net loss (5.6) % (84.0 )% (7.5) % (79.6 )%
Net loss attributable to noncontrolling
interests 0.2 % 1.4 % 0.4 % 1.3 %
Net loss attributable to common
stockholders (5.4) % (82.5 )% (7.1) % (78.3 )%
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Three months ended September 30, 2009 compared with three months ended
September 30, 2008
Net sales. Net sales increased 17.2% to $8.7 million for the three months
ended September 30, 2009 when compared to $7.4 million for the three months
ended September 30, 2008. Our U.S. case sales as a percentage of total case
sales increased to 78.0% during the three months ended September 30, 2009 as
compared to 67.6% during the comparable prior year period. U.S. net sales
increased to $7.7 million for the three months ended September 30, 2009 from
$5.7 million for the comparable prior year period, including $0.2 million in
revenue from sales of our Tierras Tequila (launched in February 2009) and
$0.4 million in revenue from sales of our Jefferson's Presidential Select
bourbon (launched in August 2009). The growth in U.S. sales reflects the
momentum across most of our portfolio.
The table below presents the increase or decrease, as applicable, in case
sales by product category for the three months ended September 30, 2009 as
compared to the three months ended September 30, 2008:
Increase/(decrease) Percentage
in case sales increase/(decrease)
Overall U.S. Overall U.S.
Vodka (1,905 ) 1,549 (6.0 )% 7.8 %
Rum 804 2,565 3.0 % 13.2 %
Whiskey (694 ) 1,494 (7.3 )% 61.7 %
Liqueurs 2,395 3,644 14.0 % 23.1 %
Tequila 588 588 0.0 % 0.0 %
Total 1,188 9,840 (0.7 )% 16.1 %
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Our international case sales and revenue decreased during the three months ended
September 30, 2009 as evidenced by a 31.4% reduction in case sales when compared
to the comparable prior year period. This decrease was due to our continued
efforts to focus on our more profitable brands and markets, difficult market
conditions in most markets, particularly Ireland, Northern Ireland, Great
Britain and Italy and the effects of the restructuring of our international
operations.
Gross profit. Gross profit increased 26.1% to $3.0 million during the three
months ended September 30, 2009 from $2.3 million during the comparable prior
year period, while our gross margin increased to 34.0% during the three months
ended September 30, 2009 compared to 31.6% for the comparable prior year period.
During the three months ended September 30, 2009 and 2008, we recorded reversals
of our allowance for obsolete and slow moving inventory of $0.1 million and
$0.03 million, respectively. We recorded these reversals as we were able to sell
certain goods included in the allowance recorded during previous fiscal years.
We recorded the reversals as a decrease in cost of sales. Absent the reversal of
the allowance, our gross profit was $2.9 million and $2.3 million during the
three months ended September 30, 2009 and 2008, respectively, and our gross
margin was 33.3% and 31.3% during the three months ended September 30, 2009 and
2008, respectively.
Selling expense. Selling expense decreased 37.6% to $2.4 million for the
three months ended September 30, 2009 from $3.9 million for the comparable prior
year period. This decrease in selling expense was attributable to our continued
cost containment efforts, including a decrease in advertising, marketing and
promotion expense of $0.8 million for the three months ended September 30, 2009
compared to the comparable prior year period. We also reduced sales and
marketing staff in both our domestic and international operations, resulting in
a decrease of employee expense, including salaries, related benefits and travel
and entertainment, of $0.8 million for the three months ended September 30, 2009
against the comparable prior year period. As a result of our continued cost
containment efforts, selling expense as a percentage of net sales decreased to
27.8% for the three months ended September 30, 2009 as compared to 52.1% for the
comparable prior year period.
General and administrative expense. General and administrative expense
decreased 35.9% to $1.4 million for the three months ended September 30, 2009
when compared to $2.1 million for the comparable prior year period. General and
administrative staff reductions resulted in a decrease of employee expense,
including salaries, related benefits and travel and entertainment, of $0.5
million in the current period against the comparable prior year period. A
decrease of $0.1 million in occupancy and related costs was due to our ongoing
cost containment efforts. As a result, general and administrative expense as a
percentage of net sales decreased to 15.8% for the three months ended
September 30, 2009 as compared to 28.9% for comparable prior year period.
Depreciation and amortization. Depreciation and amortization expense was
$0.2 million during each of the three months ended September 30, 2009 and
September 30, 2008.
Loss from operations. As a result of the foregoing, our loss from operations
improved $2.8 million to ($1.1) million for the three months ended September 30,
2009 from ($3.9) million in the comparable prior year period. As a result of our
continued cost containment efforts, our focus on our more profitable brands and
markets, and expected organic growth of our brands, we anticipate continued
improved results of operations in the near term as compared to prior-year
periods, although there is no assurance that we will attain such results.
Foreign exchange gain (loss). Foreign exchange gain during the three months
ended September 30, 2009 was $0.5 million as compared to a loss of ($1.8)
million during the three months ended September 30, 2008 due to the weakening of
the U.S. dollar against the Euro and the British Pound and its effect on our
Euro- and British Pound-denominated intercompany loans to our foreign
subsidiaries.
Interest income (expense), net. We had interest income, net of $0.01 million
during the three-month period ended September 30, 2009 compared to interest
expense, net of ($0.5) million during the comparable prior year period. We
eliminated this expense by converting and exchanging all of our senior notes and
convertible subordinated notes for equity.
Net loss attributable to noncontrolling interests. As described in the Note
1K to our accompanying condensed consolidated financial statements, we have
separately presented "Net loss attributable to noncontrolling interests" on the
accompanying condensed consolidated statements of operations. Net loss
attributable to noncontrolling interests during the three months ended
September 30, 2009 and 2008 amounted to a credit of $0.01 million and
$0.1 million, respectively, which was the result of allocated losses recorded by
our 60%-owned subsidiary, Gosling-Castle Partners, Inc.
Net loss attributable to common stockholders. As a result of the net effects
of the foregoing, net loss attributable to common stockholders for the three
months ended September 30, 2009 improved 92.3% to ($0.5) million from ($6.1)
million for the three months ended September 30, 2008. Net loss per common
share, basic and diluted, was ($0.00) per share for the three-month period ended
September 30, 2009 as compared to ($0.39) per share for the comparable
prior-year period. Net loss per common share basic and diluted was positively
affected by the increase in common shares outstanding resulting from the common
stock issued in connection with the October 2008 series A preferred stock
transaction and the issuance of common stock in connection with the
September 2009 Betts & Scholl acquisition.
Six months ended September 30, 2009 compared with six months ended September 30,
2008
Net sales. Net sales increased 9.3% to $14.6 million for the six months ended
September 30, 2009 as compared to $13.3 million for the six months ended
September 30, 2008. Our U.S. case sales as a percentage of total case sales
increased to 77.9% during the six months ended September 30, 2009 as compared to
69.8% during the comparable prior year period. U.S. net sales increased to
$12.7 million for the six months ended September 30, 2009 from $10.4 million for
the comparable prior year period, including $0.4 million in revenue from sales
of Tierras Tequila and $0.4 million in revenue from sales of Jefferson's
Presidential Select bourbon. The growth in U.S. sales reflects the momentum of
most of our portfolio in the U.S., particularly for Gosling's rums.
The table below presents the increase or decrease, as applicable, in case
sales by product category for the six months ended September 30, 2009 as
compared to the six months ended September 30, 2008:
Increase/(decrease) Percentage
in case sales increase/(decrease)
Overall U.S. Overall U.S.
Vodka (4,913 ) 298 (8.6 )% 0.8 %
Rum 1,087 4,821 2.2 % 13.2 %
Whiskey (829 ) 1,451 (5.2 )% 30.8 %
Liqueurs (1,012 ) 997 (3.4 )% 3.6 %
Tequila 1,214 1,214 0.0 % 0.0 %
Total (4,453 ) 8,781 (2.9 )% 8.2 %
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Our international case sales and revenue decreased during the six months ended
September 30, 2009 as evidenced by a 28.8% reduction in case sales when compared
to the comparable prior-year period. This decrease was due to our continued
efforts to focus on our more profitable brands and markets, difficult market
conditions in most markets, particularly Ireland, Northern Ireland, Great
Britain and Italy and the effects of the restructuring of our international
operations.
Gross profit. Gross profit increased 22.9% to $5.3 million during the six
months ended September 30, 2009 from $4.3 million during the comparable
prior-year period, while our gross margin increased to 36.2% during the six
months ended September 30, 2009 compared to 32.2% for the comparable prior-year
period. During the six months ended September 30, 2009 and 2008, we recorded
reversals of our allowance for obsolete and slow moving inventory of
$0.5 million and $0.1 million, respectively. We recorded these reversals because
we were able to sell certain goods included in the allowance recorded during
previous fiscal years. We recorded the reversals as a decrease in cost of sales.
Absent the reversals of the allowance, our gross profit was $3.8 million and
$4.2 million during each of the six months ended September 30, 2009 and
September 30, 2008 and our gross margin was 28.4% and 31.6%, respectively.
Selling expense. Selling expense decreased 30.2% to $5.1 million for the six
months ended September 30, 2009 from $7.3 million for the comparable prior-year
period. This decrease in selling expense was attributable to our continued cost
containment efforts, including a decrease in advertising, marketing and
promotion expense of $1.0 million for the six months ended September 30, 2009
compared to the comparable prior-year period. We also reduced sales and
marketing staff in both our domestic and international operations, resulting in
a decrease of employee expense, including salaries, related benefits and travel
and entertainment, of $1.4 million for the six months ended September 30, 2009
compared to the comparable prior-year period. As a result of our continued
cost containment efforts, selling expense as a percentage of net sales decreased
to 35.0% for the six months ended September 30, 2009 as compared to 54.8% for
the comparable prior-year period.
General and administrative expense. General and administrative expense
decreased 34.8% to $2.7 million for the six months ended September 30, 2009 as
compared to $4.2 million in the comparable prior-year period. General and
administrative staff reductions resulted in a decrease of employee expense,
including salaries, related benefits and travel and entertainment, of
$1.0 million for the six months ended September 30, 2009 against the comparable
prior year period. A decrease of $0.3 million in professional fees was due to
our ongoing cost containment efforts. As a result, general and administrative
expense as a percentage of net sales decreased to 18.9% for the six months ended
September 30, 2009 as compared to 31.7% for comparable prior-year period.
Depreciation and amortization. Depreciation and amortization expense was
$0.5 million during each of the six months ended September 30, 2009 and
September 30, 2008.
Loss from operations. As a result of the foregoing, our loss from operations
improved $4.7 million, or 60.8%, to ($3.0) million for the six months ended
September 30, 2009 from ($7.7) million for the comparable prior year period. As
a result of our continued cost containment efforts, our focus on our more
profitable brands and markets, and expected organic growth of our brands, we
anticipate continued improved results of operations in the near term as compared
to prior-year periods, although there is no assurance that we will attain such
results.
Foreign exchange gain (loss). Foreign exchange gain during the six months
ended September 30, 2009 was $1.6 million as compared to a loss of ($1.9)
million during the six months ended September 30, 2008 due to the weakening of
the U.S. dollar against the Euro and the British Pound and its effect on our
Euro- and British Pound-denominated intercompany loans to our foreign
subsidiaries.
Interest income (expense), net. We had interest income, net of $0.03 million
during the six-month period ended September 30, 2009 compared to interest
expense, net of ($1.0) million during the comparable prior year period. We
eliminated this expense by converting and exchanging all of our senior notes and
convertible subordinated notes for equity.
Gain on exchange of 3% note payable. In May 2009, we exchanged our
outstanding 3% note by issuing common stock. This resulted in a pre-tax,
non-cash gain of $0.3 million for the six-month period ended September 30, 2009.
Net loss attributable to noncontrolling interests. As described in Note 1K to
our accompanying condensed consolidated financial statements, we have separately
presented "Net loss attributable to noncontrolling interests" on the
accompanying condensed consolidated statements of operations. Net loss
attributable to noncontrolling interests during the six months ended
September 30, 2009 and 2008 amounted to a credit of $0.1 million and
$0.2 million, respectively, which was the result of allocated losses recorded by
our 60%-owned subsidiary, Gosling-Castle Partners, Inc.
Net loss attributable to common stockholders. As a result of the net effects
of the foregoing, net loss attributable to common stockholders for the six
months ended September 30, 2009 improved 90.1% to ($1.0) million from ($10.4)
million for the six months ended September 30, 2008. Net loss per common share,
basic and diluted, was ($0.01) per share for the six month period ended
. . .
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