Rogue Baron Plc Half Year Report to 30 June 2022
September 30 2022 - 5:00AM
UK Regulatory
TIDMSHNJ
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.
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 30 JUNE 2022
Note Unaudited Unaudited
Period ended Period ended
30-Jun-22 30/06/2021
(restated)
US$'000 US$'000
Revenue 90 165
Cost of sales (70) (136)
Gross profit 20 29
IPO costs (4) (185)
Payments made in shares - (440)
Other administrative expenses (317) (378)
Total administrative expenses (321) (1,003)
Share of loss in associated company (24) 0
(Loss)/profit from operations (325) (974)
Finance costs - (15)
Loss before and after taxation from (325) (989)
continuing operations
(Loss)/profit on discontinued operations (3) 28
Exchange differences (50) (18)
Total comprehensive loss for the period/ (378) (979)
year, attributable to the owners of the
company
Total comprehensive loss attributable to
Non-controlling shareholders (1) 13
Equity holders of the parent (377) (992)
(378) (979)
Earnings per share
Total basic and diluted earnings per share 3 (0.36) (1.36)
(cents) from continuing operations
Total basic and diluted earnings per share 0.00 0.04
(cents) from discontinued operations
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2022
Unaudited Audited
30 June 2022 31 December 2021
Assets Note US$'000 US$'000
Non-current
Intangible assets 4 3,826 3,826
Investments in associates 5 40 64
3,866 3,890
Current
Cash and cash equivalents 56 246
Inventories 769 717
Trade and other receivables 260 325
Total current assets 1,085 1,288
Total assets 4,951 5,178
Liabilities
Current
Trade and other payables 203 39
Loans payable 6 140 156
Net liabilities of discontinued operations 192 189
Total current liabilities and total 535 384
liabilities
Equity
Issued share capital 7 119 119
Share premium 6,627 6,627
Exchange reserve (227) (177)
Retained earnings (2,061) (1,734)
Equity attributable to the equity holders 4,458 4,835
of the Company
Non-controlling interest (42) (41)
Total equity 4,416 4,794
Total equity and liabilities
4,951 5,178
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIODED 30 JUNE 2022
Share Share Exchange Retained Total equity Non-controlling Total equity
capital premium reserve earnings attributable interest
account to the owners
of the
company
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
Balance at 1 January 46 3,529 (140) (361) 3,074 (77) 2,997
2021
Share issue 68 2,870 - - 2,938 - 2,938
Share issue costs - (105) - - (105) - (105)
Transactions with 68 2,765 - - 2,833 - 2,833
owners
Loss for the period - - - (974) (974) 13 (961)
Other comprehensive - - (18) (18) (18)
loss for the period - -
Balance at 30 June 114 6,294 (158) (1,335) 4,915 (64) 4,851
2021
Share issue 5 360 - - 365 - 365
Share issue costs - (27) - - (27) - (27)
Transactions with 5 333 - 338 - 338
owners -
Loss for the period - - - (399) (399) 23 (376)
Exchange difference - - (19) - (19) - (19)
on translating
foreign operations
Balance at 31 119 6,627 (177) (1,734) 4,835 (41) 4,794
December 2021
Issue of shares - - - - - - -
Transactions with
owners - - - - - - -
Loss for the period - - - (327) (327) (1) (328)
Other comprehensive - - (50) - (50) - (50)
income for the
period
Balance at 30 June 119 6,627 (227) (2,061) 4,508 (42) 4,416
2022
ROGUE BARON PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIODED 30 JUNE 2022
Unaudited Unaudited
Period ended 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 65 (198)
receivables
Expenses settled in shares - 440
(Decrease)/increase in trade and other 141 (164)
payables
Net cash (outflow)/inflow from operating (147) (832)
activities
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 246 131
period
Exchange difference on cash and cash (43) 32
equivalents
Cash and cash equivalents at end of period 56 378
ROGUE BARON PLC
NOTES TO THE INTERIM REPORT
FOR THE PERIODED 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.
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 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 (325) (989)
operations ($'000)
Profit/(loss after taxation) - (3) 28
discontinued operations
Loss after taxation - total (328) (961)
Number Number
Weighted average number of shares for
calculating basic earnings per share 90,043,076 70,815,991
Cents Cents
Basic and diluted earnings per share - (0.36) (1.40)
continuing operations
Basic and diluted earnings per share - 0.00 0.04
discontinued operations
Basic and diluted earnings per share - (0.36) (1.36)
total
4. INTANGIBLE ASSETS
Brands & Licences Other Total
US$'000 US$'000 US$'000
Cost
At 1 January 2021, 30 June 2021 and 3,816 10 3,826
31 December 2021
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 Share premium
amount (USD (USD $'000)
$'000)
As at 1 January 2021 36,748,500 46 3,529
Shares issued for loan 32,741,450 45 1,306
conversions
Shares issued for cash 12,185,714 17 1,130
Shares issued in payment of 4,510,270 6 434
fees
Share issue costs - - (105)
At 30 June 2021 86,185,934 114 6,294
Shares issued in payment of 1,000,000 1 93
creditors
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
END
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