Rogue Baron Plc - Half Year Report to 30 June 2022
PR Newswire
London, September 30
30 September 2022
Rogue Baron Plc.
("Rogue Baron" or the "Company")
Half Year Report
for the six month period ended 30 June 2022
The six month period to June 30, 2022 was one of both great challenge yet ultimately one of reward. The first quarter was one of very subdued trading due to an inability to get stock from Tokyo to the USA as a result of repeated Chinese lockdowns which threw Asian container shipping into chaos. However, when the company finally was able to get stock into the USA progress was made in key markets. In the second quarter, the group sold 689 cases globally resulting in revenue of $87,492, moving 55% higher compared to the same period in 2021, driven by both the addition of new markets and continuing demand from existing customers.
In the key strategic US market, the team has been bolstered by an experienced salesman from Republic National Distributing Company (RNDC), one of the largest distributors in the US. As per the announcements of April 2022, the Company has added distribution in a number of European countries (UK, Spain, Switzerland and Austria). These markets accounted for 14% of total case sales in the quarter as these markets have just begun to order their initial supply. The Company has now hired a UK based brand manager to push UK and EU sales with an initial particular focus on the UK. Progress on expanded USA distribution has been made and the Company remains very confident of being able to deliver on this in the near term.
Global consumer trends in the beverage industry continue to shift towards ultra-premium drinks consumption. The Company has already seen the effect of this with sales in Europe of its 8-year old Shinju expression. Rogue Baron intends to capitalise on this trend with the intended future launch of 12 and 15 year old Shinju expressions. Due to strong demand for aged Japanese Whisky and lack of supply this puts the Company in a strong position not only with respect to Japanese Whisky but with respect to being able to cross sell other spirits such as a super-premium tequila. The Company has already had numerous other approaches from other alcohol brands with respect to being able to access the Company's USA distribution network We believe this further franks the value proposition of the Company as the USA liquor market is littered with failed attempts by overseas brands to enter the country without understanding the market let alone the regulatory system there.
The Company has also amended its year end to September 30. The Company auditor PKF has been instructed to undertake a stock take of both Shinju and the Company's tequila at warehouses in the USA, the Netherlands and Mexico. The latter should resolve the outstanding matter from the audit opinion at the 31 December 2021 year end.
The Directors of the Company accept responsibility for the contents of this announcement.
END
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 PERIOD ENDED 30 JUNE 2022
| Note | Unaudited Period ended | Unaudited Period ended | ||
| 30-Jun-22 | 30/06/2021 (restated) | |||
| US$'000 | US$'000 | |||
| Revenue | 90 | 165 | ||
| Cost of sales | (70) | (136) | ||
| Gross profit | 20 | 29 | ||
| IPO costs | (4) | (185) | ||
| Payments made in shares | - | (440) | ||
| Other administrative expenses | (317) | (378) | ||
| Total administrative expenses | (321) | (1,003) | ||
| Share of loss in associated company | (24) | 0 | ||
| (Loss)/profit from operations | (325) | (974) | ||
| Finance costs | - | (15) | ||
| Loss before and after taxation from continuing operations | (325) | (989) | ||
| (Loss)/profit on discontinued operations | (3) | 28 | ||
| Exchange differences | (50) | (18) | ||
| Total comprehensive loss for the period/year, attributable to the owners of the company | (378) | (979) | ||
| Total comprehensive loss attributable to | ||||
| Non-controlling shareholders | (1) | 13 | ||
| Equity holders of the parent | (377) | (992) | ||
| (378) | (979) | |||
| Earnings per share | ||||
| Total basic and diluted earnings per share (cents) from continuing operations | 3 | (0.36) | (1.36) | |
| Total basic and diluted earnings per share (cents) from discontinued operations | 0.00 | 0.04 |
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
| Unaudited | Audited | |||
| 30 June 2022 | 31 December 2021 | |||
| Assets | Note | US$'000 | US$'000 | |
| Non-current | ||||
| Intangible assets | 4 | 3,826 | 3,826 | |
| Investments in associates | 5 | 40 | 64 | |
| 3,866 | 3,890 | |||
| Current | ||||
| Cash and cash equivalents | 56 | 246 | ||
| Inventories | 769 | 717 | ||
| Trade and other receivables | 260 | 325 | ||
| Total current assets | 1,085 | 1,288 | ||
| Total assets | 4,951 | 5,178 | ||
| Liabilities | ||||
| Current | ||||
| Trade and other payables | 203 | 39 | ||
| Loans payable | 6 | 140 | 156 | |
| Net liabilities of discontinued operations | 192 | 189 | ||
| Total current liabilities and total liabilities | 535 | 384 | ||
| Equity | ||||
| Issued share capital | 7 | 119 | 119 | |
| Share premium | 6,627 | 6,627 | ||
| Exchange reserve | (227) | (177) | ||
| Retained earnings | (2,061) | (1,734) | ||
| Equity attributable to the equity holders of the Company | 4,458 | 4,835 | ||
| Non-controlling interest | (42) | (41) | ||
| Total equity | 4,416 | 4,794 | ||
| Total equity and liabilities | 4,951 | 5,178 |
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2022
| Share capital | Share premium account | Exchange reserve | Retained earnings | Total equity attributable to the owners of the company | Non-controlling interest | Total equity | |
| US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
| Balance at 1 January 2021 | 46 | 3,529 | (140) | (361) | 3,074 | (77) | 2,997 |
| Share issue | 68 | 2,870 | - | - | 2,938 | - | 2,938 |
| Share issue costs | - | (105) | - | - | (105) | - | (105) |
| Transactions with owners | 68 | 2,765 | - | - | 2,833 | - | 2,833 |
| Loss for the period | - | - | - | (974) | (974) | 13 | (961) |
| Other comprehensive loss for the period | - | - | (18) | - | (18) | - | (18) |
| Balance at 30 June 2021 | 114 | 6,294 | (158) | (1,335) | 4,915 | (64) | 4,851 |
| Share issue | 5 | 360 | - | - | 365 | - | 365 |
| Share issue costs | - | (27) | - | - | (27) | - | (27) |
| Transactions with owners | 5 | 333 | - | - | 338 | - | 338 |
| Loss for the period | - | - | - | (399) | (399) | 23 | (376) |
| Exchange difference on translating foreign operations | - | - | (19) | - | (19) | - | (19) |
| Balance at 31 December 2021 | 119 | 6,627 | (177) | (1,734) | 4,835 | (41) | 4,794 |
| Issue of shares | - | - | - | - | - | - | - |
| Transactions with owners | - | - | - | - | - | - | - |
| Loss for the period | - | - | - | (327) | (327) | (1) | (328) |
| Other comprehensive income for the period | - | - | (50) | - | (50) | - | (50) |
| Balance at 30 June 2022 | 119 | 6,627 | (227) | (2,061) | 4,508 | (42) | 4,416 |
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 JUNE 2022
| Unaudited Period ended | Unaudited Period ended | |||
| 30 June 2022 | 30 June 2021 (restated) | |||
| US$'000 | US$'000 | |||
| Operating activities | ||||
| Loss/(profit) after tax | (325) | (989) | ||
| Finance cost | - | 15 | ||
| Loss on conversion of loans | - | 176 | ||
| Loss on associate | 24 | - | ||
| (Increase)/decrease in inventories | (52) | (112) | ||
| (Increase)/decrease in trade and other receivables | 65 | (198) | ||
| Expenses settled in shares | - | 440 | ||
| (Decrease)/increase in trade and other payables | 141 | (164) | ||
| Net cash (outflow)/inflow from operating activities | (147) | (832) | ||
| Investing activities | ||||
| Cash received from discontinued operations | - | 68 | ||
| Net cash outflow from investing activities | - | 68 | ||
| Financing activities | ||||
| Proceeds from issue of share capital | - | 1,147 | ||
| Share issue costs | - | (105) | ||
| Loans received | - | 5 | ||
| Loans repaid | - | (68) | ||
| Net cash inflow from financing activities | - | 979 | ||
| Net change in cash and cash equivalents | (147) | 215 | ||
| Cash and cash equivalents at beginning of period | 246 | 131 | ||
| Exchange difference on cash and cash equivalents | (43) | 32 | ||
| Cash and cash equivalents at end of period | 56 | 378 |
ROGUE BARON PLC
NOTES TO THE INTERIM REPORT
FOR THE PERIOD ENDED 30 JUNE 2022
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 31 December 2021 have been completed and filed at Companies House.
- 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 31 December 2022 will be prepared under International Financial Reporting Standards as adopted by the European Union (IFRS) and the principal accounting policies adopted remain unchanged from those adopted in preparing its financial statements for the year ended 31 December 2021.
The accounting policies have been applied consistently throughout the Group for the purposes of preparation of these condensed consolidated interim financial 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, as the Group has recently been acquired. All revenue is generated in USA,
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 30 June 2022 (30 June 2021: £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. LOSS per share
The calculation of the basic loss 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 | Unaudited | ||
| six months ended | six months ended | ||
| 30 June 2022 | 30 June 2021 (restated) | ||
| US$'000 | US$'000 | ||
| Loss after taxation - continuing operations ($'000) | (325) | (989) | |
| Profit/(loss after taxation) - discontinued operations | (3) | 28 | |
| Loss after taxation - total | (328) | (961) | |
| Number | Number | ||
| Weighted average number of shares for calculating basic earnings per share | 90,043,076 | 70,815,991 | |
| Cents | Cents | ||
| Basic and diluted earnings per share - continuing operations | (0.36) | (1.40) | |
| Basic and diluted earnings per share - discontinued operations | 0.00 | 0.04 | |
| Basic and diluted earnings per share - total | (0.36) | (1.36) |
4. INTANGIBLE ASSETS
| Brands & Licences | Other | Total | |||
| US$'000 | US$'000 | US$'000 | |||
| Cost | |||||
| At 1 January 2021, 30 June 2021 and 31 December 2021 | 3,816 | 10 | 3,826 | ||
| Additions | - | - | - | ||
| At 30 June 2022 | 3,816 | 10 | 3,826 | ||
| Amortisation and impairment | |||||
| At 1 January 2021, 30 June 2021 and 31 December 2021 | - | - | - | ||
| Impairment | - | - | - | ||
| At 30 June 2022 | - | - | - | ||
| Net book value at 30 June 2022 | 3,816 | 10 | 3,826 | ||
| Net book value at 31 December 2021 | 3,816 | 10 | 3,826 | ||
| Net book value at 30 June 2021 | 3,816 | 10 | 3,826 |
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. INVESTMENTS IN ASSOCIATES
On 1 July 2021 the Group acquired a 51% interest in For Mir LLC through Legacy Retail Group LLC. For Mir LLC operates De Rhum Spot a bar in Washington DC. Having reviewed the operating agreement, the directors do not consider that the Group has control of For Mir LLC and has accounted for it as an associate undertaking. Under the terms of the agreement the Group is liable for the first $70,000 of losses and thereafter they are apportioned according to shareholding. The movement in the investment in the associated undertaking was:
| 30 June 2022 | 31 December 2021 | ||
| $'000 | $'000 | ||
| At beginning of period | 64 | - | |
| Investment | - | 136 | |
| Share of loss for year | (24) | (72) | |
| At end of period | 40 | 64 |
6. LOANS
The movement in loans is shown below.
| 30 June 2022 | 31 December 2021 | ||
| Convertible loans | $'000 | $'000 | |
| Balance at beginning of period | 151 | 1,266 | |
| Converted into shares | - | (1,351) | |
| Loss on conversion | - | 176 | |
| Interest charged | - | 15 | |
| Foreign exchange | (16) | 45 | |
| Balance at end of period | 135 | 151 | |
| Non-convertible loans | |||
| Balance at beginning of period | 5 | 68 | |
| Loans received | - | 5 | |
| Repaid in cash | - | (68) | |
| Balance at end of period | 5 | 5 |
7. SHARE CAPITAL
The movement in ordinary shares and share premium in the period was as follows:
| Number | Nominal amount (USD $'000) | Share premium (USD $'000) | ||||
| As at 1 January 2021 | 36,748,500 | 46 | 3,529 | |||
| Shares issued for loan conversions | 32,741,450 | 45 | 1,306 | |||
| Shares issued for cash | 12,185,714 | 17 | 1,130 | |||
| Shares issued in payment of fees | 4,510,270 | 6 | 434 | |||
| Share issue costs | - | - | (105) | |||
| At 30 June 2021 | 86,185,934 | 114 | 6,294 | |||
| Shares issued in payment of creditors | 1,000,000 | 1 | 93 | |||
| Shares issued for cash | 2,857,142 | 4 | 267 | |||
| Share issue costs | - | - | (27) | |||
| At 31 December 2021 | 90,043,076 | 119 | 6,627 | |||
| Movement in period | - | - | - | |||
| At 30 June 2022 | 90,043,076 | 119 | 6,627 |
8. ULTIMATE CONTROLLING PARTY
The Company has no ultimate controlling party
