Rogue Baron Plc Audited Annual Accounts to 30 September 2022
01 April 2023 - 3:11AM
UK Regulatory
TIDMSHNJ
For Immediate Release
31 March 2023
ROGUE BARON PLC
("Rogue Baron", "Rogue", "The Group" or "The Company")
Audited Annual Accounts to 30 September 2022
Rogue Baron PLC (AQSE: SHNJ), a leading company in the premium spirit sector is
pleased to announce its audited results for the year ended 30 September 2022.
The Company's annual report and accounts will be dispatched to shareholders
shortly and will be available on the website at https://roguebaron.com/.
Rogue Baron PLC
DIRECTOR'S STATEMENT & STRATEGIC REPORT
For the year ended September 2022
Rogue Baron plc has made substantial progress towards the goals it set out for
2022. In spite of significant global challenges continuing from the Covid
pandemic, not least the lingering disruptions on international shipping in the
early part of the year and high-cost inflation, the Company has been successful
in increasing its global distribution.
2022 remained a difficult time for the bar/restaurant industry. The ability to
hire labour in the industry became extremely hard even at premium pay rates.
This led to the decision to close De Rhum Spot Bar. The sale will have no
effect on Rogue Baron's revenue as the investment was a non-controlling stake.
It will allow management to fully concentrate on its flagship Shinju whisky.
Bars, particularly in a post
covid world, rather than facing inflationary cost pressure, sourcing staff and
spending time and cost on accounting.
From the beginning of 2022 to date, Rogue has placed Shinju in a number of new
markets in the U.S. and has now officially launched the Shinju brand with the
second-largest distributor in the U.S. in November. Starting in only one
market, the plan is to roll out Shinju across the U.S. in 2023 through the
distributor's national footprint. The effect of the new distributor is already
evident despite sales initially in only the Maryland / Washington DC market
with that particular distributor.
The Shinju brand also saw a strong start to sales in the UK, with the launch of
the 8-year-old 'Black Pearl' extension leading the way. The UK distribution
has expanded not least with the availability of Shinju on both Amazon and the
Whisky Exchange. In addition, the UK based brand manager has made good headway
in getting Shinju listed in a number of trade locations in the UK, a majority
in London, as well as pushing additional sales in multiple EU countries where a
number of distribution agreements have also been signed ie Spain, Switzerland
and Austria.
Included in the UK launch was one of the most exciting pieces for the Company,
the introduction of Shinju's first aged extension. Very few of the newer
Japanese whiskies have multiple expressions, especially aged expressions. Aged
Japanese whisky has been in very limited capacity, with many brands having to
pull their aged expressions due to the lack of supply. Rogue feels it is a
perfect time to launch its 8-year old whiskey as aged expressions are in high
demand from customers. The 8-year old whiskey should open many new accounts for
the Company. Part of the sales strategy the Company will employ is requiring
accounts that want the 8-year to also carry the original. This will continue to
increase the sales of the original Shinju expression as well. The 8-year will
carry a premium which will increase the revenues and margins for the Company.
Sales in the period to September 2022 were impacted by not having stock
available in Q1 due to shipping delays, and an intentional slowdown in sales
while we transitioned to our new distributor. Once the transition to the new
distributor was finalized the Company recommenced full sales in October and
sold approximately 930 cases of Shinju in Q4 2022 globally, which was an
increase of approximately 100% compared to the same period in 2021, resulting
in revenues of approximately USD 124,000.
The Company has a positive outlook on 2023 for sales and margins due to
subsiding shipping issues, that the Company has dealt with over the past couple
years. Delays in finding space on ships is starting to ease. This will allow
the Company to maintain consistent supply to meet Shinju's market demand. In
2022, due to shipping delays, the Company went nearly five months without
product available to sell.
Product margins should also increase in 2023 as shipping costs are starting to
come back to pre-Covid levels. In early 2022 the Company shipped a container to
New Jersey and a container to Los Angeles. The cost for just the shipping to
New Jersey was $22,000 and to Los Angeles it was $17,000. Recent container
shipping from Japan is now down to $4,000 - $6,000 per container. This will
make a big difference in the Company's profit margins going forward. The
Company plans to make a big marketing push to increase the velocity and
turnover in its current markets, while also expanding into new markets
Results for the year
The loss before tax for the period amounted to $671,000 (2021: $1,373,000)
which includes staff cost amounting $ 200,000 (2021: $226,000) and professional
and consultancy fees amounting to $201,000 (2021: $233,000).
Net assets have decreased from $4,794,000 to $4,127,000.
Key performance indicators
Due to the size of the Group, the Group currently monitors progress with
particular reference to the following key performance indicators:
Revenue
Revenue from the sales of Shinju has decreased from $236000 to $146,000
reflecting both the shorter trading period and the difficulties experienced
with shipping in the early part of the period.
Loss before taxation
The loss before taxation decreased from $1,339,000 to $676,000 reflecting the
shorter trading period and the non- recurring costs of listing and significant
non-cash loss on the conversion of loan notes in 2021.
Auditors note on Material uncertainty related to going concern
"We draw attention to note 2 in the financial statements, under the heading
'Going concern' concerning the ability of the group and parent company to
continue as a going concern. Based on our discussion with management and our
review of the group and parent company's cash flow forecasts and projections,
it was noted that the Group needs to raise additional funds within twelve
months of the date of the approval of these financial statements.
As stated in note 2, these events or conditions, along with the other matters
as set forth in note 2, indicate that a material uncertainty exists that may
cast significant doubt on the group and company's ability to continue as a
going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the director's use
of the going concern basis of accounting in the preparation of the financial
statements is appropriate. Our evaluation of the directors' assessment of the
group and parent company's ability to continue to adopt the going concern basis
of accounting included;
a. Reviewing management's assessment of going concern.
b. Determining if all relevant information has been included in the assessment
of going concern including completeness of forecasted expenditure.
c. Analysing cash flow forecasts, reviewing the underlying assumptions in
relation to revenue and expenditure and checking mathematical accuracy.
d. Considering the cash position at and after the period end.
e. Reviewing the reasonable worst-case forecast scenario and the financial
resources available to deal with this outcome i.e. ability of the group and
parent company to raise funds.
Our responsibilities and the responsibilities of the directors with respect to
going concern are described in the relevant sections of this report."
Auditors note on Emphasis of Matter - recoverability of inventory
"We draw your attention to Note 3 of the financial statements, which describes
the group's assessment over the inventory balance held in Mexico. The group
have explained their assessment over the recoverability of the inventory in
Mexico of £464,000. within the critical accounting estimates and concluded that
whilst no sales have been recorded to date, the inventory is kept in good
condition and it is the intention of the Directors to commence sales of these
inventories over the medium term. The financial statements do not include any
adjustment that would result if the group was unable to fully recover the
values of the inventories held in Mexico.
Our opinion is not modified in this respect.
Auditors note on Other Matter
"The group and parent company opening balances as at and for the year ended 31
December 2021 had a modified audit report by way of a Disclaimer due to the
fact that we were not able to observe the counting of physical inventories at
the beginning and end of last year.
In addition, management were not able to provide us with all the supporting
documentation to support material receipts and payments relating to one of the
Group's subsidiaries called "1301 Bin" which was a discontinued operation in
the year to 31 December 2021.
However, we were able to resolve these matters during the year, as we have
observed the physical count of inventories as at 30 September 2022 and for the
significant lines of inventory there was no material movement during the
period. Further, Bin 1301 operations were discontinued last year and during the
period Bin 1301 was disposed-of and all balances relating to Bin 1301 are
eliminated from the financial statements of the Group as at 30 September 2022."
The Directors of the Company accept responsibility for the contents of this
announcement.
For further information, please contact:
The Company
Ryan Dolder
rdolder@roguebaron.com
AQSE Corporate Adviser:
Peterhouse Capital Limited
Guy Miller
+44 (0) 20 7469 0936
AQSE Corporate Broker:
Peterhouse Capital Limited
Lucy Williams
+44 (0) 20 7469 0936
GROUP STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 September 2022
Notes Period ended Year ended 31
30 September December 2021
2022
$'000 $'000
Revenue 4 146 299
Cost of sales (103) (236)
Gross Profit 43 63
IPO and related extraordinary costs - (358)
Payments made in shares - (440)
Share based payments 16 (4) -
Other administrative expenses 4 (728) (582)
Exchange differences movement 85 (7)
Total administrative expenses (647) (1,387)
Operating loss (604) (1,324)
Finance cost - (15)
Loss before taxation (604) (1,339)
Tax charge 5 - -
Loss after taxation (604) (1,339)
Profit from assets held for sale 7 (2) 3
Loss for the year (606) (1,336)
Other comprehensive income for the
period / year
(65) (37)
Exchange difference on translating
foreign operations
Total comprehensive loss for the period (671) (1,373)
/ year
Loss attributable to
- Non-controlling shareholders 17 14 36
- Equity holders of the parent (685) (1,372)
(671) (1,336)
Total comprehensive loss attributable
to
- Non-controlling shareholders 17 14 36
- Equity holders of the parent (685) (1,409)
(671) (1,373)
Total earnings per ordinary share
Basic and diluted loss per share 9 (0.67) (1.69)
(cents) from continuing operations
Basic and diluted loss per share 9 (0.00) 0.00
(cents) from operations held for sale
The activities of Legacy Group LLC are classified as held for sale in 2021 (see
Note 7).
As permitted by section 408 of the Companies Act 2006, the parent company's
profit and loss account has not been included in these financial statements.
The loss after taxation for the financial year/period for the parent company
was $471,000 (2021: $1,208,000).
GROUP STATEMENT OF Group Group Company Company
FINANCIAL POSITION
At 30 September 2022
30 September 31 December 30 September 31 December
2022 2021 2022 2021
ASSETS Notes $'000 $'000 $'000 $'000
Non-current assets
Goodwill 10 - -
1,239 1,464
Intangible assets 10 - -
2,352 2,352
Investment in 10 - - 4,353 4,362
subsidiaries
3,591 3,816 4,353 4,362
Current assets
Inventories 11 659 717 - -
Assets held for sale 7 - 75 - -
Receivable on sale of 75 - - -
subsidiaries
Trade and other 12 268 325 522 631
receivables
Cash and cash 43 246 40 233
equivalents
Total current assets
1,045 1,363 562 864
Total assets 4,636 5,179 4,915 5,226
LIABILITIES
Current liabilities
Trade and other 13 342 39 245 35
payables
Loans payable 14 167 156 167 156
Liabilities of assets 7 - 190 - -
held for resale
Total current 509 385 412 191
liabilities and
total liabilities
EQUITY
Share capital 15 119 119 119 119
Share premium 6,627 6,627 6,627 6,627
Share based payment 16 4 - 4 -
reserve
Exchange reserve (242) (177) (242) (177)
Retained deficit (2,353) (1,734) (2,005) (1,534)
Equity attributable to 4,155 4,835 4,503 5,035
the equity holders of
the Company
Non-controlling 17 (27) (41) - -
interest
Total equity 4,128 4,794 4,503 5,035
Total equity and
liabilities 4,636 5,179 4,915 5,226
END
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