UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 16, 2019

 

 

 

Castle Brands Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Florida   001-32849   41-2103550

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

122 East 42nd Street, Suite 5000,

New York, New York

   10168
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (646) 356-0200

 

Not Applicable

Former name or former address, if changed since last report

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, $0.01 par value   ROX   NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

  Emerging growth company [  ]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

 

 

 
 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 16, 2019, Castle Brands Inc. issued a press release announcing preliminary estimated financial results for the fiscal year ended March 31, 2019. The financial results included in the press release are approximate and unaudited due to the preliminary nature of the announcement. Actual results may differ materially from these estimates once the financial closing procedures and final adjustments for fiscal 2019 are completed. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1 Press release dated May 16, 2019.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  Castle Brands Inc.
     
May 16, 2019 By: /s/ Alfred J. Small
  Name: Alfred J. Small
  Title: Senior Vice President, Chief Financial Officer, Treasurer & Secretary

 

 
 

 

 

EXHIBIT 99.1

 

Castle Brands Announces Preliminary Fiscal 2019 Results

 

Growth Driven by its High-Performing Bourbon, Premium Ginger Beer and Irish Whiskey Brands

 

NEW YORK – May 16, 2019 — Castle Brands Inc. (NYSE American: ROX), a developer and international marketer of premium and super-premium drinks brands, today announced preliminary, unaudited financial results for the fiscal year ended March 31, 2019.

 

Operating highlights for the fiscal year ended March 31, 2019:

 

  ● Ten years of strong growth in the Jefferson’s and Goslings brands drove expected record net sales of approximately $95.8 million in fiscal 2019, an increase of 7% over net sales of $89.9 million in fiscal 2018. Net sales for the fourth quarter of fiscal 2019 are expected to be approximately $26.9 million, an increase of 12% from the prior-year period.
     
  ● Record gross profit expected in the range of $37.0 to $37.5 million in fiscal 2019.
     
  ● Sales of Goslings Stormy Ginger Beer from all sources were 2,205,700 cases and Castle Brands reported sales of 446,000 cases of spirits; both record results.
     
  ● Jefferson’s Bourbon grew 19% in overall case sales and, more impressively, over 23% for products retailing for more than $50 per bottle. Jefferson’s Bourbon is one of the top-five small-batch bourbons in America; and is the only such brand not owned by a major spirits company.
     
  ● Goslings Stormy Ginger Beer has continued its record of delivering strong growth over the 10 years it has been in existence. Sales and points of distribution continued to grow across all distribution channels in the US, including grocery stores, club stores, liquor stores, national account chains, bars, and restaurants.
     
  ● Goslings Rum U.S. case sales grew 5.5% in the fiscal year ended March 31, 2019 as compared to the prior fiscal year. Gosling’s rum is one of the top-ten premium imported rum brands in America; and, as with Jefferson’s, it is the only brand in that group not owned by a major spirits company.
     
  ● Knappogue Castle Single Malt Irish Whiskey saw its best year ever, posting strong double-digit growth. New super premium packaging and the release of unique limited expressions at higher price points contributed to this performance.

 

“We are proud of Castle Brand’s case sales performance in the fiscal year ended March 31, 2019. We believe that it is unique for a small independent spirits and premium beverage company to have several brands that are either leading or outpacing the growth of their respective categories,” stated Richard J. Lampen, President and Chief Executive Officer of Castle Brands.

 

  
 

 

“We expect that growth of these brands, particularly Jefferson’s, will continue to drive our long-term trends of increasing sales and improving financial performance,” Mr. Lampen continued.

 

About this announcement

 

All financial results in this release are approximate and unaudited due to the preliminary nature of the announcement. Actual results may differ materially from these estimates once the financial closing procedures and final adjustments for fiscal 2019 are completed. Castle Brands anticipates releasing its audited financial results in mid-June 2019.

 

About Castle Brands

 

Castle Brands is a developer and international marketer of premium and super-premium drinks brands including: Jefferson’s®, Jefferson’s Presidential SelectTM, Jefferson’s Reserve®, Jefferson’s Ocean Aged at Sea Bourbon®, Jefferson’s Wine Finish Collection, Jefferson’s Wood Experiments and Jefferson’s Manhattan Barrel Finished Cocktail, Goslings® Rums, Goslings® Stormy Ginger Beer, Knappogue Castle Whiskey®, Clontarf® Irish Whiskey, Pallini® Limoncello, Boru® Vodka, Brady’s® Irish Cream, The Arran Malt® Single Malt Scotch Whisky, The Robert Burns Scotch Whisky and Machrie Moor Scotch Whisky. Additional information concerning the Company is available on the Company’s website, www.castlebrandsinc.com.

 

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, relate to the discussion of our business strategies and our expectations concerning future operations, margins, sales, new products and brands, potential joint ventures, potential acquisitions, expenses, 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,” “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 economic environment and markets. 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, 2018, as amended, and other reports we file 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 reports we file with the Securities and Exchange Commission. 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.

 

# # #

 

Contact:

Taglich Brothers, Inc.

Beth Schreiber

917-991-6688

bschreiber@taglichbrothers.com