Rogue Baron Plc Audited Annual Accounts to 30 September 2022

 
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 
[e-mail] 
 
AQSE Corporate Adviser: 
Peterhouse Capital Limited 
Guy Miller 
 
                 [phone] 
 
AQSE Corporate Broker: 
Peterhouse Capital Limited 
Lucy Williams 
 
 [phone] 
 
 
 
 

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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March 31, 2023 12:11 ET (16:11 GMT)