Completed Private Placement for $15 Million Cash Infusion
Substantially All Debt Converted to Equity
Castle Brands Inc. (AMEX:ROX), an emerging developer and international
marketer of premium branded spirits, today reported financial results
for the three and six months ended September 30, 2008.
In the fiscal 2009 second quarter, the Company had net sales of $7.4
million, a decrease from net sales of $8.9 million in the prior year
period. The Company had a net loss of $6.13 million, or $(0.39) per
diluted share, in the fiscal 2009 second quarter, compared to a net loss
of $3.3 million, or $(0.21) per diluted share, in the comparable 2008
period. The results for the fiscal 2008 quarter included $1.9 million
from a one-time increase due to excise and value added taxes in Ireland.
Excluding the effects of this one-time increase in net sales in the
prior year period, net sales increased in the three months ended
September 30, 2008.
For the six months ended September 30, 2008, the Company had net sales
of $13.3 million, a decrease from net sales of $14.5 million in the
prior year period. Excluding the effects of the one-time $1.9 million
increase in the prior period described above, net sales increased in the
six months ended September 30, 2008 as the Company continued to focus on
its more profitable brands and markets and its pricing strategy.
U.S. case sales decreased 5% to 57,511 nine liter cases in the second
quarter of fiscal 2009 as the Company focused on more profitable brands.
U.S. case sales accounted for 68% of total case sales, up from 62% in
fiscal second quarter 2008. International case sales declined 27% to
27,596 cases as a result of continued adjustments in its route to market
in the Republic of Ireland. The Company expects to resolve these issues
in the near term. Reflecting the decrease in international case sales,
global case sales in the first quarter were down 13% to 85,107 nine
liter cases.
Selling expense for the three months ended September 30, 2008 decreased
13% to $3.9 million and for the six months ended September 30, 2008
decreased 16% to $7.3 million due to cost containment efforts and a
decrease in advertising, marketing and promotional expense.
Richard J. Lampen, President and Chief Executive Officer, said, "The
closing of the private placement transaction resulted in a significant
capital infusion and the conversion of virtually all of our debt into
equity. These developments put our company on firmer footing and enable
us to pursue our original vision of building our own premium brands,
supporting our existing agency brands, pursuing new agency relationships
and making brand acquisitions."
John Glover, Chief Operating Officer of US Operations, commented, "Our
second quarter results reflect our focused sales and marketing efforts
on our most profitable brands. We continue to aggressively cut and
control costs and promote efficiency in our efforts to achieve
profitability." Mr. Glover added, "Our brands continue to perform well
in the U.S. market and the restructuring of our international operations
should have a positive impact on operations in the coming quarters."
$15 Million Private Placement and Note
Conversion
In October 2008, the Company completed the sale of 1.2 million shares of
newly issued Series A Convertible Preferred Stock for $15 million at a
purchase price of $12.50 per share (which is, in effect upon conversion,
$0.35 per share of common stock). Concurrently with the closing, all of
the Company's 6% convertible notes, in the principal amount of $9
million, due March 1, 2010, plus accrued interest, were converted into
shares of Series A Preferred Stock at a per share price of $23.21 (which
is, in effect upon conversion, $0.65 per share of common stock). Also,
substantially all of the outstanding principal of Castle Brands (USA)
Corp.'s 9% senior secured notes, in the principal amount of $10 million,
due May 31, 2009, plus accrued interest, were converted into shares of
Series A Preferred Stock at a per share price of $12.50 (which is, in
effect upon conversion, $0.35 per share of common stock).
The closing of the private placement and the conversion of the notes
(and subsequent automatic conversion of the Series A Preferred Stock
issued in connection therewith) will result in the Company's issuance of
approximately 86 million shares of common stock. Holders of Series A
Preferred Stock (comprised of the investors and the converting note
holders, many of which are current stockholders of the Company) own,
excluding present ownership, approximately 85% of the Company's common
stock on an as-converted basis.
In connection with the transaction, the Company's Board of Directors
appointed new management. Mr. Lampen was appointed as the interim
President and Chief Executive Officer, and John Glover, the Company's
Senior Vice President - Marketing, was promoted to Chief Operating
Officer of US Operations. Also, as required under the purchase
agreement, four of the Company's nine directors resigned (Keith A.
Bellinger, Robert J. Flanagan, Colm Leen and Kevin P. Tighe) and were
replaced with four directors designated by the investors (Phillip Frost,
M.D., Glenn L. Halpryn, Richard J. Lampen and Micaela Pallini).
About Castle Brands Inc.
Castle Brands is an emerging developer and international marketer of
premium branded spirits within four categories of the spirits industry:
vodka, rum, whiskey and liqueurs/cordials. Castle Brands' portfolio
includes, Gosling's Rum®, Pallini®
Limoncello(TM), Raspicello(TM) and Peachcello(TM), Knappogue Castle
Whiskey®, Clontarf®
Irish Whiskey, Jefferson's(TM) and Jefferson's Reserve®
Bourbon, Sam Houston® Bourbon, Boru®
Vodka, Celtic Crossing® Liqueur, Sea Wynde®
Rum and Brady's® Irish Cream.
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, related to the discussion of our
business strategies and our expectations concerning future operations,
margins, 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," "expects," "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 recessionary economic environment and
concurrent market instability. 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, 2008, as
amended, filed 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 documents
incorporated by reference. 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.
|
CASTLE BRANDS INC. AND SUBSIDIARIES
|
|
Condensed Consolidated Statements of Operations
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
Three-months ended
September 30,
|
|
Six-months ended
September 30,
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
2008
|
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, net *
|
|
$
|
7,431,100
|
|
|
$
|
8,920,952
|
|
|
$
|
13,322,495
|
|
|
$
|
14,545,037
|
|
|
Cost of sales *
|
|
|
5,085,928
|
|
|
|
6,436,721
|
|
|
|
9,038,613
|
|
|
|
9,941,259
|
|
|
Gross profit
|
|
|
2,345,172
|
|
|
|
2,484,231
|
|
|
|
4,283,882
|
|
|
|
4,603,778
|
|
|
Selling expense
|
|
|
3,874,105
|
|
|
|
4,436,622
|
|
|
|
7,303,449
|
|
|
|
8,674,230
|
|
|
General and administrative expense
|
|
|
2,146,424
|
|
|
|
2,091,109
|
|
|
|
4,218,397
|
|
|
|
4,152,029
|
|
|
Depreciation and amortization
|
|
|
244,352
|
|
|
|
284,274
|
|
|
|
487,859
|
|
|
|
555,701
|
|
|
Net operating loss
|
|
|
(3,919,709
|
)
|
|
|
(4,327,774
|
)
|
|
|
(7,725,823
|
)
|
|
|
(8,778,182
|
)
|
|
Other income
|
|
|
9,811
|
|
|
|
--
|
|
|
|
25,384
|
|
|
|
--
|
|
|
Other expense
|
|
|
(16,487
|
)
|
|
|
(10,297
|
)
|
|
|
(28,212
|
)
|
|
|
(21,464
|
)
|
|
Foreign exchange gain(loss)
|
|
|
(1,822,077
|
)
|
|
|
1,082,609
|
|
|
|
(1,920,988
|
)
|
|
|
1,159,935
|
|
|
Interest expense, net
|
|
|
(528,894
|
)
|
|
|
(313,354
|
)
|
|
|
(1,034,244
|
)
|
|
|
(800,814
|
)
|
|
Current credit on derivative financial instrument
|
|
|
--
|
|
|
|
--
|
|
|
|
--
|
|
|
|
189,397
|
|
|
Income tax benefit
|
|
|
37,038
|
|
|
|
37,038
|
|
|
|
74,076
|
|
|
|
74,076
|
|
|
Minority interests
|
|
|
106,857
|
|
|
|
251,020
|
|
|
|
174,165
|
|
|
|
491,390
|
|
|
Net loss
|
|
$
|
(6,133,461
|
)
|
|
$
|
(3,280,758
|
)
|
|
$
|
(10,435,642
|
)
|
|
$
|
(7,685,662
|
)
|
|
Net loss per common share, basic and diluted
|
|
$
|
(0.39
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
(0.67
|
)
|
|
$
|
(0.52
|
)
|
|
Weighted average shares used in computation, basic and diluted
|
|
|
15,629,776
|
|
|
|
15,629,776
|
|
|
|
15,629,776
|
|
|
|
14,898,083
|
|
* Sales, net and Cost of sales include excise taxes of $1,127,135,
$3,025,066, $2,105,189 and $4,328,056 for the three-months ended
September 30, 2008 and 2007 and the six-months ended September 30, 2008
and 2007, respectively.
Sard Verbinnen & Co
Paul Caminiti/Carrie Bloom/Jonathan Doorley
212-687-8080