TIDMSHNJ
26 June 2023
Rogue Baron Plc.
("Rogue Baron" or the "Company")
Half Year Report
for the six-month period ended 31 March 2023
In spite of challenging conditions in the capital market, Rogue Baron has
achieved significant advancements during the six-month period leading up to 31
March 2023.
Following the successful completion of transitioning to our new USA distributor
in September 2022, the Company resumed full-scale sales operations in October.
During the fourth quarter of 2022, Rogue Baron sold around 930 cases of Shinju
whisky worldwide, marking an impressive growth of approximately 100% compared
to the corresponding period in 2021.
Sales of Shinju whisky decreased during the first quarter of 2023 as Q1 tends
to be the slowest quarter in the spirits industry. This seasonal trend is not
unique to our brand but is rather a characteristic of the industry as a whole.
During this period, consumers typically reduce their spending after the holiday
season, focusing on other priorities and expenditures. A reduction in consumer
spending plays a significant role in how our customers and distributors plan
their buying cycles. While this slowdown may impact our short-term sales
figures, we project an increase in sales as we move further into the Spring and
Summer months.
Another contributing factor to the sales slowdown in Q1 2023 is the significant
number of orders placed by our customers prior to their year-end on December
31, 2022. This surge in Q4 orders naturally resulted in a subsequent lull in
demand during the following months. However, we view this as a positive
indication of our customers' perspective on our brand, and we anticipate a
rebound in sales as we progress further into the year.
Moreover, it is important to mention that our current inventory levels are
relatively low. Due to this, we have made a strategic decision to adjust our
sales and marketing efforts during this period. By reducing the intensity of
these activities, we aim to ensure that our available inventory can
sufficiently meet the demand until our next round of production arrives in the
market. This measured approach allows us to maintain consistency in the
availability of our products, which is the cornerstones of our brand's
reputation. Shinju whisky sold so quickly, and far exceeded our expectations,
in Europe that it depleted our inventory levels much faster than anticipated.
The need to resupply those markets is vital to the business.
While we acknowledge the temporary impact of these factors on our sales
performance, we remain steadfast in our commitment to continued growth. We are
currently in the process of our next round of production on both the Shinju
3-year and Shinju 8-year. Our marketing campaigns will be carefully aligned
with the timing and availability of our inventory levels.
The Shinju brand has made a remarkable entry into the UK market, experiencing
robust sales growth right from the start. A significant contributing factor to
this success has been the introduction of the highly anticipated 8-year-old
'Black Pearl' extension. This new addition to our portfolio has added
significant value to the brand overall and established a strong foundation for
the brand's presence.
Furthermore, our distribution network in the UK has significantly expanded.
This growth can be attributed, in part, to the availability of Shinju products
on popular platforms such as Amazon and the Whisky Exchange. By leveraging the
reach and convenience of these online marketplaces, we have been able to
connect with a wider audience and make our offerings easily accessible to
consumers.
Additionally, our dedicated brand manager based in the UK has achieved notable
progress in securing listings for Shinju in various trade locations,
particularly in London. This strategic push has allowed us to establish a
strong presence in key markets and cater to the discerning tastes of whisky
connoisseurs. We will continue to look to expand additional sales across
multiple EU countries, thereby expanding our footprint within the European
market.
The Company anticipates a favourable outlook for sales and margins in the
second half of 2023. This positive projection is primarily attributed to the
resolution of shipping issues that have plagued the Company in recent years,
but maintaining proper inventory levels will be necessary to continue the
growth. Additionally, there is potential for significant growth as the Company
intends to launch the 8-year-old Shinju expression into the United States
market for the first time, projected in Q3 2023.
With an established distribution network in both Europe and the US, Rogue Baron
is confident that securing the required capital would enable the Company to
achieve a substantial increase in revenue within the short to medium term. At
the time of releasing these accounts, the Company is actively engaged in
discussions with multiple potential investors. There is an optimistic outlook
that the necessary funds can be raised, leading to higher levels of revenue and
profitability in the future.
Ryan Dolder
CEO
The half yearly results to 31 March 2023 have not been reviewed by the
Company's auditor.
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
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIODED 31 MARCH 2023
Unaudited Unaudited
Period ended Period ended
31 March 2023 31 March 2022
Note US$'000 US$'000
Revenue 164 66
Cost of sales (104) (52)
Gross profit 60 14
Other administrative expenses (277) (387)
Exchange differences movement (47) 12
Total administrative expenses (324) (375)
Loss from operations (264) (361)
Finance costs - -
Loss before taxation (264) (361)
Tax charge - -
Loss after taxation (264) (361)
Loss from assets held for sale - (52)
Loss for the year (264) (413)
Other comprehensive income for the period
Exchange difference on translating foreign (10) (19)
operations
Total comprehensive loss for the year, (274) (432)
attributable to owners of the company
Total comprehensive loss attributable to
Non-controlling shareholders - -
Equity holders of the parent (274) (432)
(274) (432)
Loss per share
Total basic and diluted loss per share (cents) 3 (0.29) (0.40)
from continuing operations
Total basic and diluted loss per share (cents) 0.00 (0.06)
from operations held for sale
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023
Unaudited Audited
31 March 2023 30 September 2022
Assets Note US$'000 US$'000
Non-current assets
Goodwill 1,239 1,239
Intangible assets 4 2,352 2,352
Total non-current assets 3,591 3,591
Current
Inventories 567 659
Assets held for resale - -
Receivable on sale of subsidiaries 75 75
Trade and other receivables 252 268
Cash and cash equivalents 33 43
Total current assets 927 1,045
Total assets 4,518 4,636
Liabilities
Current
Trade and other payables 479 342
Loans payable 5 186 167
Liabilities of assets held for resale - -
Total current liabilities and total liabilities 665 509
Equity
Issued share capital 6 119 119
Share premium 6 6,627 6,627
Share based payment reserve 4 4
Exchange reserve (252) (242)
Retained earnings (2,618) (2,354)
Equity attributable to the equity holders of the 3,880 4,154
Company
Non-controlling interest (27) (27)
Total equity 3,853 4,127
Total equity and liabilities
4,518 4,636
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 31 MARCH 2023
Share Share Exchange Share based Retained Total equity Non-controlling Total equity
capital premium reserve payment earnings attributable interest
account reserves to the owners
of the
company
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 114 6,294 (174) - (1,512) 4,722 (41) 4,681
October 2021
Share issue 5 360 - - - 365 - 365
Share issue costs - (27) - - - (27) - (27)
Transactions with 5 333 - - - 338 - 338
owners
Profit for the - - - - (413) (413) - (413)
period
Exchange - - (19) - - (19) - (19)
difference on
translating
foreign
operations
Balance at 31 119 6,627 (193) - (1,925) 4,628 (41) 4,587
March 2022
Share based - - - 4 - 4 - 4
payments
Transactions with - - - 4 - 4
owners - 4
Loss for the - - - - (429) (429) 14 (415)
period
Exchange - - (49) - - (49) - (49)
difference on
translating
foreign
operations
Balance at 30 119 6,627 (242) 4 (2,354) 4,154 (27) 4,127
September 2022
Issue of shares - - - - - - - -
Transactions with -
owners - - - - - - -
Loss for the - - - - (264) (264) - (264)
period
Exchange - - (10) - - (10) - (10)
difference on
translating
foreign
operations
Balance at 31 119 6,627 (252) 4 (2,618) 3,880 (27) 3,853
March 2023
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIODED 31 MARCH 2023
Unaudited Unaudited
Period ended Period ended
31 March 2023 31 March 2022
US$'000 US$'000
Operating activities
Loss after tax (264) (361)
(Increase)/decrease in inventories 92 (69)
(Increase)/decrease in trade and other receivables 10 (20)
Increase in trade and other payables 156 3
Net cash outflow from operating activities (6) (447)
Financing activities
Proceeds from issue of share capital - 365
Share issue costs - (27)
Loans received - 4
Net cash inflow from financing activities - 342
Net change in cash and cash equivalents (6) (105)
Cash and cash equivalents at beginning of period 43 271
Exchange difference on cash and cash equivalents (4) 13
Cash and cash equivalents at end of period 33 179
ROGUE BARON PLC
NOTES TO THE INTERIM REPORT
FOR THE PERIODED 31 MARCH 2023
The financial information set out in this interim report does not constitute
statutory accounts as defined in Section 434 of the Companies Act 2006.The
Company's statutory financial statements for the year ended 30 September 2022
have been completed and filed at Companies House.
1. ACCOUNTING POLICIES
Basis of preparation
The Company's ordinary shares are quoted on the Aquis Stock Exchange and the
Company applies the Companies Act 2006 when preparing its annual financial
statements.
The annual financial statements for the year ending 30 September 2023 will be
prepared in accordance with the UK adopted International Accounting Standards,
and the principal accounting policies adopted remain unchanged from those
adopted in preparing its financial statements for the year ended 30 September
2022.
The accounting policies have been applied consistently throughout the Group for
the purposes of preparation of these condensed consolidated interim financial
statements.
In 2022 the Company amended the financial year end to 30 September. As a
result, the periods reported in this interim report differ from those used in
prior interim statements.
Segmental reporting
An operating segment is a distinguishable component of the Group that engages
in business activities from which it may earn revenues and incur expenses,
whose operating results are regularly reviewed by the Group's Chief Executive
Officer to make decisions about the allocation of resources and assessment of
performance and about which discrete financial information is available.
The Chief Executive Officer reviews financial information for and makes
decisions about the Group's performance as a whole. Revenue of $136,000 was
generated in USA in the period (2022: $66,000) and revenue of $28,000 was
generated in Europe (2022: $Nil).
The Group expects to further review its segmental information during the
forthcoming financial year.
Fees and Loans Settled in Shares
Where shares have been issued as consideration for services provided or loans
outstanding, they are measured at fair value. The difference between the
carrying amount of the financial liability (or part thereof) extinguished, and
the fair value of the shares, is recognised in profit or loss.
2. TAXATION
No tax is due for the period as the Company has made a taxable loss. The
Directors expect these losses to be available to offset against future taxable
trading profits. The Group has not recognised any deferred tax asset at 31
March 2023 (31 March 2022: £nil) in respect of these losses on the grounds that
it is uncertain when taxable profits will be generated by the Group to utilise
any such losses.
3. EARNINGS per share
The calculation of the basic earnings per share is based on the loss
attributable to ordinary shareholders divided by the weighted average number of
shares in issue during the period. The impact of the options and warrants on
the loss per share is anti-dilutive.
Unaudited Period Unaudited Period
ended ended
31 March 2023 31 March 2022
US$'000 US$'000
Loss after taxation (264) (361)
Basic and diluted profit/loss per - (52)
share from operations held for sale
Loss after taxation - total (264) (413)
Number Number
Weighted average number of shares 90,043,076 89,233,289
for calculating basic earnings per
share
Cents Cents
Basic and diluted earnings per (0.29) (0.40)
share - continuing operations
Basic and diluted profit/loss per 0.00 (0.06)
share from operations held for sale
4. INTANGIBLE ASSETS
Goodwill Brands & Licences Total
US$'000 US$'000 US$'000
Cost
At 1 October 2021 1,464 2,352 3,816
Additions - - -
At 31 March 2022 1,464 2,352 3,816
Additions
- - -
At 30 September 2022 1,464 2,352 3,816
Additions
- - -
At 31 March 2023 1,464 2,352 3,816
Amortisation and impairment
At 1 January 2022
- - -
Impairment
- - -
At 31 March 2022
- - -
Impairment (225) (225)
-
At 30 September 2022 (225) (225)
-
Impairment
- - -
At 31 March 2023 (225) (225)
-
Net book value at 31 March 2023 1,239 2,352 3,591
Net book value at 30 September 2022 1,239 2,352 3,591
Net book value at 31 March 2022 1,464 2,352 3,816
The Group owns several licences over liquor brands. The carrying value of
intangible assets have been reviewed for impairment and no impairment was
considered necessary.
5. LOANS
The movement in loans is shown below.
Unaudited Audited
31 March 2023 30 September
2022
Convertible loans $'000 $'000
Balance at beginning of period 124 151
Foreign exchange 14 (27)
Balance at end of period 138 124
Non-convertible loans
Balance at beginning of period 43 5
Loans received - 39
Foreign exchange 5 (1)
Balance at end of period 48 43
6. SHARE CAPITAL
The movement in ordinary shares and share premium in the period was as follows:
Number of Nominal amount Share premium
ordinary shares (USD $'000) (USD $'000)
As at 1 October 2021 86,185,934 114 6,294
Shares issued for cash 2,857,142 4 267
Shares issued in payment of 1,000,000 1 93
creditors
Share issue costs (27)
At 31 March 2022 90,043,076 119 6,627
Movement in period - - -
At 30 September 2022 90,043,076 119 6,627
Movement in period - - -
At 31 March 2023 90,043,076 119 6,627
7. ULTIMATE CONTROLLING PARTY
The Company has no ultimate controlling party
END
(END) Dow Jones Newswires
June 26, 2023 07:07 ET (11:07 GMT)
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