Castle Brands Inc. Annual Report 2017

FY2017 Annual Report · Castle Brands Inc.

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2017 Annual Report

Dear Fellow Shareholder,

January 11, 2018

The fiscal year ended March 31, 2017 was a very positive year for Castle Brands. We continued to drive sales of
Jefferson’s Bourbon and Goslings Stormy Ginger Beer. This resulted in strong revenue growth and improved margins. We
reported positive net income for the first time and EBITDA, as adjusted, increased to a record level. We expect these trends
of increasing sales and improving profitability to continue as we grow our business.

For fiscal 2017, we reported net sales of $77.3 million, a 7.0% increase over $72.2 million in the prior fiscal year.
Because of the focus on more profitable brands, total gross profit increased 11.0% to $31.7 million, as compared to $28.6
million for the prior fiscal year.

U.S. depletions of Jefferson’s bourbons increased 18.7% to 65,000 cases, resulting in Jefferson’s again being
named a “Hot Prospect” brand by Impact, a leading industry newsletter, based on accelerated sales growth in recent years.
To support the continued growth of Jefferson’s, we acquired an additional 10,000 barrels of bourbon by expanding our
new-fill programs and purchasing aged bulk bourbon. Based on IWSR data, Jefferson’s is one of the top-five selling
premium small batch bourbons in the U.S and the only leading small batch brand not owned by a major spirits company.

Goslings Rum sales remained strong and sales of Goslings Stormy Ginger Beer increased 24.4% from the prior
fiscal year to 1,387,000 cases. In March 2017, Goslings Stormy Ginger Beer was launched in all of Walmart’s
approximately 4,500 U.S. locations. Based on IWSR and Nielsen data, Goslings is one of the top-ten selling premium
imported rums in the U.S. and Goslings Stormy Ginger Beer is now the top selling ginger beer in the U.S. Because of the
increasing importance of Goslings Rum and Goslings Stormy Ginger Beer, we increased our interest in Gosling-Castle
Partners, Inc. (“GCP”) to 80.1%, which also enabled consolidation for tax purposes. GCP holds the exclusive long-term
export and distribution rights for Goslings Rum and Goslings Stormy Ginger Beer in all countries other than Bermuda.

As we look ahead, we remain focused on maintaining this positive momentum in our business. We will continue

to work to make Castle Brands solidly profitable and to build shareholder value.

Mark E. Andrews, III
Chairman of the Board

Richard J. Lampen
President and Chief Executive Officer

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended March 31, 2017
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 001-32849

Castle Brands Inc.
(Exact name of registrant as specified in its charter)

Florida
(State or other jurisdiction of
incorporation or organization)

122 East 42nd Street, Suite 5000
New York, New York
(Address of principal executive offices)

41-2103550
(I.R.S. Employer
Identification No.)

10168
(Zip Code)

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

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

Title of Each Class
Common stock, $0.01 par value

Name of Each Exchange on Which Registered
NYSE MKT

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

None.

Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark whether the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or
any amendment to this Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer, a non-accelerated filer, smaller reporting company
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth
company” in Rule 12b-2 of the Exchange Act.

[ ] Large accelerated filer
[ ] Non-accelerated filer
[ ] Emerging growth company

[X] Accelerated filer
[ ] Smaller reporting 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. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X]

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant based on the September 30, 2016 closing
price was approximately $74,623,615 based on the closing price per share as reported on the NYSE MKT on such date. The registrant had 163,122,883
shares of common stock outstanding at June 9, 2017.

DOCUMENTS INCORPORATED BY REFERENCE

Part III (Items 10, 11, 12, 13 and 14) of this annual report on Form 10-K is incorporated by reference from the definitive Proxy Statement for
the 2017 Annual Meeting of Shareholders or an amendment to this annual report on Form 10-K to be filed with the Securities and Exchange Commission
no later than 120 days after the end of the registrant’s fiscal year covered by this report.

CASTLE BRANDS INC.
FORM 10-K

TABLE OF CONTENTS

PART I

Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

Business ........................................................................................................................................
Risk Factors ..................................................................................................................................
Unresolved Staff Comments .........................................................................................................
Properties ......................................................................................................................................
Legal Proceedings ........................................................................................................................
Mine Safety Disclosures ...............................................................................................................

PART II

Item 5.

Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities ...........................................................................................................................
Selected Financial Data ................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations .......
Quantitative and Qualitative Disclosures About Market Risk ......................................................
Financial Statements and Supplementary Data.............................................................................
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure ......
Controls and Procedures ...............................................................................................................
Other Information .........................................................................................................................

PART III

Item 10.
Item 11.
Item 12.

Item 13.
Item 14.

Directors, Executive Officers and Corporate Governance ............................................................
Executive Compensation ..............................................................................................................
Security Ownership of Certain Beneficial Owners and Management and Related Shareholder
Matters ..........................................................................................................................................
Certain Relationships and Related Transactions, and Director Independence ..............................
Principal Accounting Fees and Services .......................................................................................

Item 15.
Exhibits, Financial Statement Schedules ......................................................................................
Form 10-K Summary ....................................................................................................................
Item 16.
SIGNATURES ....................................................................................................................................................

PART IV

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Item 1. Business

Overview

PART I

We develop and market premium and super premium brands in the following beverage alcohol categories: rum,
whiskey, liqueurs, vodka and tequila. We also develop and market related non-alcoholic beverage products, including
Goslings Stormy Ginger Beer. We distribute our products in all 50 U.S. states and the District of Columbia and in thirteen
primary international markets, including Ireland, Great Britain, Northern Ireland, Germany, Canada, France, Finland,
Norway, Sweden, Denmark, and the Duty Free markets. We market the following brands, among others:

Jefferson’s® bourbon
Jefferson’s Reserve®
Jefferson’s Ocean Aged at Sea®
Jefferson’s Wine Finish Collection
Jefferson’s The Manhattan: Barrel Finished Cocktail
Jefferson’s Chef’s Collaboration
Jefferson’s Wood Experiment
Jefferson’s Presidential Select™
Jefferson’s Straight Rye whiskey

● Goslings rum®
● Goslings Stormy Ginger Beer
● Goslings Dark ‘n Stormy® ready-to-drink cocktail
●
●
●
●
●
●
●
●
●
● Pallini® liqueurs
● Clontarf® Irish whiskey
● Knappogue Castle Whiskey®
● Brady’s® Irish Cream
● Boru® vodka
● Tierras™ tequila
● Celtic Honey® liqueur
● Gozio® amaretto
● The Arran Malt® Single Malt Scotch Whisky
● The Robert Burns Scotch Whiskeys
● Machrie Moor Scotch Whiskeys

Our brands

We market the premium and super premium brands listed below.

Goslings rums and ginger beer. We are the exclusive global distributor (other than in Bermuda) for Goslings
rums, including Goslings Black Seal Dark Rum, Goslings Gold Seal Rum and Goslings Old Rum. The Gosling family
produces these rums in Bermuda, where Goslings rums have been under continuous production and ownership by the
Gosling family for over 200 years. We hold an 80.1% controlling interest in Gosling-Castle Partners Inc., or GCP, a global
export venture between us and the Gosling family. GCP has the exclusive long-term export and distribution rights for the
Goslings rum products for all countries other than Bermuda. The Goslings rum brands accounted for approximately 24%
and 26% of our revenues for our 2017 and 2016 fiscal years, respectively. We also are the exclusive global distributor
(other than in Bermuda and various regional markets) of Goslings Stormy Ginger Beer, an essential non-alcoholic
ingredient in Goslings trademarked Dark ‘n Stormy® rum cocktail and the Goslings Dark ‘n Stormy® cocktail in a ready-
to-drink can.

Jefferson’s bourbons and rye whiskey. We develop and market four premium, very small batch bourbons:
Jefferson’s, Jefferson’s Reserve, Jefferson’s Ocean Aged at Sea and Jefferson’s Presidential Select. Each of these four
distinct premium Kentucky bourbons is blended in batches using select barrels of certain mash bills and ages to produce
specific flavor profiles. We also market Jefferson’s Straight Rye Whiskey, a premium whiskey distilled from 100% North
American rye, Jefferson’s Chef’s Collaboration, a blend of bourbon and rye, Jefferson’s The Manhattan: Barrel Finished
Cocktail, a ready-to-drink cocktail, Jefferson’s Wine Finish Collection, bourbons aged in wine barrels, and Jefferson’s
Wood Experiment, innovative wood-finished bourbons.

Clontarf Irish whiskeys. Our family of Clontarf Irish whiskeys currently represents a majority of our case sales
of Irish whiskey. Clontarf, an accessible and smooth premium Irish whiskey, is distilled using quality grains and pure Irish
spring water. Clontarf is then aged in bourbon barrels and mellowed through Irish oak charcoal. Clontarf is available in
single malt and classic versions.

Knappogue Castle whiskies. We developed our Knappogue Castle Whiskey, a single malt Irish whiskey, to build
on both the popularity of single malt Scotch whisky and the growth in the Irish whiskey category. Knappogue Castle
Whiskey is distilled in pot stills using malted barley and is aged twelve years. We have introduced Knappogue Twin Wood,
the first Sherry Finished Knappogue Castle Whiskey. The whiskey is matured for sixteen years in two types of wood
resulting in a perfectly balanced single malt Irish whiskey with a complex, rich taste and a slightly sweet sherry finish.
Knappogue Castle 1951 is a pure pot-still whiskey that was distilled in 1951 and then aged for 36 years in sherry casks.
The name comes from an Irish castle, formerly owned by Mark Edwin Andrews, the originator of the brand and the father
of Mark Andrews, our chairman.

Brady’s Irish Cream liqueurs. Brady’s Irish Cream, a high quality Irish cream, is made in small batches using

Irish whiskey, dairy fresh cream and natural flavors.

Boru vodka. Boru vodka, a premium vodka produced in Ireland, was developed in 1998 and is named after the
legendary High King of Ireland, Brian Boru, who united the Irish clans and drove foreign invaders out of Ireland. It is five-
times distilled using pure spring water for smoothness and filtered through ten feet of charcoal made from Irish oak for
increased purity.

Celtic Honey liqueur. Celtic Honey is a premium brand of Irish liqueur that is a unique combination of Irish
spirits, cognac and a taste of honey. Gaelic Heritage Corporation Limited, an affiliate of one of our bottlers, has the
exclusive rights to produce and supply us with Celtic Honey.

Pallini liqueurs. We have the exclusive U.S. distribution rights (excluding duty free sales) for Pallini Limoncello
and its related brand extensions. Pallini Limoncello is a premium lemon liqueur, which is served ice cold, on the rocks or
as an ingredient in a wide variety of drinks, ranging from martinis to iced tea. It is also used in cooking, particularly for
pastries and cakes. Pallini Limoncello is crafted from an authentic family recipe. It is made with Italy’s finest Sfusato
Amalfitano lemons that are hand-selected for optimal freshness and flavor. There are two other flavor extensions of this
Italian liqueur: Pallini Peachcello, made with white peaches, and Pallini Raspicello, made from a combination of
raspberries and other berries.

Tierras tequilas. “Tequila Tierras Autenticas de Jalisco”™ or “Tierras” is an organic, super-premium, USDA
certified organic tequila and is available as blanco, reposado and añejo. We are the exclusive U.S. importer and marketer
of Tierras.

Gozio amaretto. We are the exclusive U.S. distributor for Gozio amaretto, which is made from a secret recipe that

combines selected fruits from four continents.

Arran Scotch whiskies. In 2017, we became the exclusive U.S. distributor for the Arran Scotch whiskies. Arran
Scotch whiskies are produced by Isle of Arran Distillers, an independent distiller of premium quality Single Malt Scotch
whiskies. Located in the village of Lochranza on the Isle of Arran, the distillery opened in 1995 and is the only whisky
producer on the island. The Arran portfolio includes the classic 10 Years Old, the new 18 Years Old as well as the official
Robert Burns whiskies, endorsed by the World Burns Federation, and the limited edition Machrie Moor Scotch Whiskies.

Our strategy

Our objective is to continue building Castle Brands into a profitable international spirits company, with a

distinctive portfolio of premium and super premium spirits brands. To achieve this, we continue to seek to:

●

focus on our more profitable brands and markets. We continue to focus our distribution efforts, sales
expertise and targeted marketing activities on our more profitable brands and markets;

● grow organically. We believe that continued organic growth will enable us to achieve long-term
profitability. We focus on brands that have profitable growth potential and staying power, such as our
rums and whiskies, sales of which have grown substantially in recent years;

● build consumer awareness. We use our existing assets, expertise and resources to build consumer

●

awareness and market penetration for our brands;
leverage our distribution network. Our established distribution network in all 50 U.S. states enables us
to promote our brands nationally and makes us an attractive strategic partner for smaller companies
seeking U.S. distribution; and
selectively add new brand extensions and brands to our portfolio. We intend to continue to introduce
new brand extensions and expressions. For example, we have leveraged our successful Jefferson’s
portfolio by introducing a number of brand extensions. Additionally, we recently added the Arran Scotch
whiskies to our portfolio as agency brands. We continue to explore strategic relationships, joint ventures
and acquisitions to selectively expand our premium spirits portfolio. We expect that future acquisitions
or agency relations, if any, would involve some combination of cash, debt and the issuance of our stock.

Production and supply

There are several steps in the production and supply process for beverage alcohol products. First, all of our spirits
products are distilled. This is a multi-stage process that converts basic ingredients, such as grain, sugar cane or agave, into
alcohol. Next, the alcohol is processed and/or aged in various ways depending on the requirements of the specific brand.
For our vodka, this processing is designed to remove all other chemicals, so that the resulting liquid will be odorless and
colorless, and have a smooth quality with minimal harshness. Achieving a high level of purity involves a series of
distillations and filtration processes.

For our spirits brands, rather than removing flavor, various complex flavor profiles are achieved through one or
more of the following techniques: infusion of fruit, addition of various flavoring substances, and, in the case of rums and
whiskeys, aging of the brands in various types of casks for extended periods of time and the blending of several rums or
whiskeys to achieve a unique flavor profile for each brand. After the distillation, purification and flavoring processes are
completed, the various liquids are bottled. This involves several important stages, including bottle and label design and
procurement, filling of the bottles and packaging of the bottles in various configurations for shipment.

We do not have significant investments in distillation, bottling or other production facilities or equipment. Instead,
we have entered into relationships with several companies to provide those services to us. We believe that these types of
arrangements allow us to avoid committing significant amounts of capital to fixed assets and permit us to have the flexibility
to meet growing sales levels by dealing with companies whose capacity significantly exceeds our current needs. These
relationships vary on a brand-by-brand basis as discussed below. As part of our ongoing cost-containment efforts, we intend
to continue to review each of our business relationships to determine if we can increase the efficiency of our operations.

Goslings rum and ginger beer

Goslings rums have been produced by the Gosling family in Hamilton, Bermuda for over 200 years and, under
our distribution arrangements with Gosling’s Export (Bermuda) Limited (“Gosling’s Export”), they have retained the right
to act as the sole supplier to GCP with respect to our Goslings rum requirements. Goslings sources its rums in the Caribbean
and transports them to Bermuda where they are blended according to proprietary recipes. The rums are then sent to a plant,
owned and operated by a third party, in the United States, where they are bottled, packaged, stored and shipped to our third-
party warehouse. We believe that Gosling’s Export’s blending and storage facilities in Bermuda will accommodate our
projected supply needs for the foreseeable future. We believe our third-party U.S. bottler has ample capacity to meet our
projected bottling needs for the foreseeable future. See “Strategic brand-partner relationships.”

Our Goslings Stormy Ginger Beer is produced, canned and/or bottled by third-party soft-drink bottlers and canners
to Goslings’ formula and requirements. We believe these bottlers and canners have ample capacity to meet our projected
supply needs for the foreseeable future.

Knappogue Castle and Clontarf Irish whiskeys

In 2012, we entered into two long-term supply agreements with Irish Distillers Limited (“IDL”), a subsidiary of
Pernod Ricard, under which it has agreed to supply us with the aged single malt and grain whiskeys used in our Knappogue
Castle whiskey products and all of our Clontarf Irish whiskey products. The first supply agreement provides for the
production of blended Irish whiskeys for us until the contract is terminated by either party in accordance with the terms of
the agreement. IDL may terminate the contract if it provides at least six years prior notice, except for breach. Under this
agreement, we provide IDL with a forecast of the estimated amount of liters of pure alcohol we require for the next four
fiscal contract years and agree to purchase that amount, subject to certain annual adjustments. The second supply agreement
provides for the production of single malt Irish whiskeys for us until the contract is terminated by either party in accordance
with the terms of the agreement. IDL may terminate the contract if it provides at least thirteen years prior notice, except
for breach. Under this agreement, we provide IDL with a forecast of the estimated amount of liters of pure alcohol we
require for the next twelve fiscal contract years and agree to purchase that amount, subject to certain annual adjustments.
We are not obligated to pay for any product not yet received. The whiskeys are then sent to Terra Limited (“Terra”) in
Baileyboro, Ireland, where they are bottled in bottles we designed and packaged for shipment. We believe that Terra, which
also acts as bottler for certain of our Boru vodka and as producer and bottler of our Brady’s Irish Cream (and as bottler for
Celtic Honey, which is supplied to us by one of Terra’s affiliates), has sufficient bottling capacity to meet our current needs,
and both Terra and IDL have the capacity to meet our projected supply needs for the foreseeable future.

Terra provides intake, storage, sampling, testing, filtering, filling, capping and labeling of bottles, case packing,
warehousing and loading and inventory control for our Knappogue Castle and Clontarf Irish whiskeys at prices that are
adjusted annually by mutual agreement based on changes in raw materials and consumer price indexes increases up to
3.5% per annum. This agreement also provides for maintenance of product specifications and minimum processing
procedures, including compliance with applicable food and alcohol regulations and maintenance, storage and stock control
of all raw products and finished products delivered to Terra. Terra holds all alcohol on its premises under its customs and
excise bond. Our bottling and services agreement with Terra will expire on June 30, 2017. We expect to continue to operate
under the terms of the expiring contract as we negotiate a new agreement with Terra. We believe we could obtain alternative
sources of bottling and services if we are unable to renew the existing Terra contract.

Jefferson’s whiskeys

Our Jefferson’s whiskey portfolio is bottled for us by Luxco, Inc. (“Luxco”), in Cleveland, OH, from our stocks
of aged bourbon and rye. Bourbon has been in short supply in the U.S. in recent years, and we continue to actively seek
alternate sourcing for future supply. We have acquired stocks of aged bourbon, which we anticipate will supply our
currently forecasted needs for the Jefferson’s brand, although there is no assurance we can source adequate amounts of
bourbon or rye, if demand is greater than expected, at satisfactory prices.

We are parties to a supply agreement with a bourbon distiller, which provides for the production of newly distilled
bourbon whiskey through June 30, 2026. Under this agreement, the distiller provides us with an agreed upon amount of
original proof gallons of newly distilled bourbon whiskey, subject to certain annual adjustments. We are not obligated to
pay the distiller for any product not yet received. Also, if the distiller has excess inventory in any year, we have the right,
but not the obligation, to purchase such excess.

We have entered into another supply agreement with a bourbon distiller, which provided for the production of
newly distilled bourbon whiskey through December 31, 2019. In March 2017, the distiller notified us that it would terminate
this agreement effective on December 31, 2017. Under this agreement, the distiller provides us with an agreed upon amount
of original proof gallons of newly distilled bourbon whiskey, subject to certain annual adjustments. We are not obligated
to pay the distiller for any product not yet received. We believe we can obtain alternative sources of newly distilled bourbon
following the termination of this agreement.

Boru vodka

We have a supply agreement with a leading European producer of grain neutral spirits to provide us with the
distilled alcohol used in our Boru vodka. The supply agreement provides for the producer to produce natural spirit for us
with specified levels of alcohol content pursuant to specifications set forth in the agreement and at specified prices through
its expiration in December 2017, in quantities designated by us. We believe that the producer has sufficient distilling
capacity to meet our needs for Boru vodka for the foreseeable future. In the event that we do not renew the production
agreement, we believe that we will be able to obtain grain neutral spirits from another supplier.

The five-times distilled alcohol is delivered from the producer to the bottling premises at Terra, where it is filtered
in several proprietary ways, and pure water is added to achieve the desired proof. Depending on the size of the bottle, Boru
vodka is then either bottled at Terra or shipped in bulk to the U.S. and bottled at Luxco, where we bottle certain sizes for
the U.S. market. We believe that both Terra and Luxco have sufficient bottling capacity to meet our current needs, and
both have the capacity to meet our anticipated future supply needs. As described above, our bottling and services agreement
with Terra will expire on June 30, 2017. We expect to continue to operate under the terms of the expiring contract as we
negotiate a new agreement with Terra. We believe we could obtain alternative sources of bottling and services if we are
unable to renew the existing Terra contract.

Brady’s Irish Cream

Brady’s Irish Cream is produced for us by Terra. Fresh cream is combined with Irish whiskey, grain neutral spirits
and various flavorings to our specifications, and then bottled by Terra in bottles designed for us. We believe that Terra has
the capacity to meet our foreseeable supply needs for this brand. As described above, our bottling and services agreement
with Terra will expire on June 30, 2017. We expect to continue to operate under the terms of the expiring contract as we
negotiate a new agreement with Terra. We believe we could obtain alternative sources of bottling and services if we are
unable to renew the existing Terra contract.

Celtic Honey liqueur

Gaelic Heritage Corporation Limited, an affiliate of Terra, has a contractual right to act as the sole supplier to us
of Celtic Honey. Gaelic Heritage mixes the ingredients comprising Celtic Honey using a proprietary formula and then
Terra bottles it for them in bottles designed for us. We believe that the necessary ingredients are available to Gaelic Heritage
in sufficient supply and that Terra’s bottling capacity is currently adequate to meet our projected supply needs for the
foreseeable future. See “Strategic brand-partner relationships.”

Pallini liqueurs

Pallini SpA (“Pallini”), as successor in interest to I.L.A.R. S.p.A., an Italian company based in Rome and owned
since 1875 by the Pallini family, produces Pallini Limoncello, Raspicello and Peachcello. Pallini bottles the liqueurs at its
plant in Rome and ships them to us under our long-term exclusive U.S. marketing and distribution agreement. We believe
that Pallini has adequate facilities to produce and bottle sufficient Limoncello, Peachcello and Raspicello to meet our
projected supply needs for the foreseeable future. See “Strategic brand-partner relationships.”

Gozio amaretto

We are the exclusive U.S. distributor for Gozio amaretto. Gozio amaretto is produced by Distillerie Franciacorta,
a spirits company founded in 1901 and owned by the Gozio family. The company is located in Franciacorta, in the Italian
Region of Lombardy. We believe that Distillerie Franciacorta has sufficient capacity to meet our projected supply needs
for the foreseeable future for this brand.

Tierras tequilas

Tierras is being produced for us in Mexico by Autentica Tequilera S.A. de C.V. Autentica Tequilera currently
sources organic agave from third-parties, and together with its affiliates is in the process of cultivating its own supply of
organic agave. Autentica Tequilera distills and bottles the tequila at its facility in the Jalisco region of Mexico. Tierras is
available as blanco, reposado and añejo. The blanco is unaged, the reposado is aged in oak barrels at the distillery for up
to one year, and the añejo is aged in oak barrels at the distillery for at least one year. We believe that, given the ability of
Autentica Tequilera to purchase organic agave and its anticipated cultivation of organic agave, Autentica Tequilera has
sufficient capacity to meet our projected supply needs for the foreseeable future for this brand.

Arran Scotch Whiskies

We are the exclusive U.S. distributor for the Isle of Arran premium whisky portfolio, produced by the Isle of
Arran Distillers. The Isle of Arran Distillers is an independent distiller of premium quality Single Malt Scotch whiskeys.
Located in the village of Lochranza on the Isle of Arran, the distillery opened in 1995 and is the only whisky producer on
the island. The Arran’s portfolio includes the classic 10 Years Old, the new 18 Years Old as well as the official Robert
Burns whiskeys, endorsed by the World Burns Federation, and the Machrie Moor whiskeys. We believe that the Isle of
Arran Distillers has sufficient capacity to meet our projected supply needs for the foreseeable future for these brands.

Distribution network

We believe that the distribution network that we have developed with our sales team and our independent
distributors and brokers is one of our strengths. We currently have distribution and brokerage relationships with third-party
distributors in all 50 U.S. states, as well as distribution arrangements in approximately 20 other countries.

U.S. distribution

Background. Importers of beverage alcohol in the U.S. must sell their products through a three-tier distribution
system. Typically, an imported brand is first sold to a U.S. importer, who then sells it to a network of distributors, or
wholesalers, covering the U.S., in either “open” states or “control” states. In the 33 open states, the distributors are generally
large, privately-held companies. In the 17 control states, the states themselves function as the distributor, and regulate
suppliers such as us. The distributors and wholesalers in turn sell to individual retailers, such as liquor stores, restaurants,
bars, supermarkets and other outlets licensed to sell beverage alcohol. In larger states such as New York, more than one
distributor may handle a brand in separate geographical areas. In control states, importers sell their products directly to
state liquor authorities, which distribute the products and either operate retail outlets or license the retail sales function to
private companies, while maintaining strict control over pricing and profit.

The U.S. spirits industry has consolidated dramatically over the last ten years due to merger and acquisition
activity. There are currently at least twelve major spirits companies, each of which own and operate their own importing
businesses. All companies, including these large companies, are required by law to sell their products through wholesale
distributors in the U.S. The major companies are exerting increasing influence over the regional distributors and as a result,
it has become more difficult for smaller companies to get their products recognized by the distributors. We believe our
established distribution network in all 50 states allows us to overcome a significant barrier to entry in the U.S. beverage
alcohol market and enhances our attractiveness as a strategic partner for smaller companies lacking comparable
distribution.

For fiscal 2017, our U.S. sales represented approximately 90.3% of our revenues, and we expect them to remain
relatively consistent as a percentage of our total sales in the near future. See note 16 to our accompanying consolidated
financial statements.

Importation. We currently hold the federal importer and wholesaler license required by the Alcohol and Tobacco
Tax and Trade Bureau of the U.S. Treasury Department, and the requisite state license in all 50 states and the District of
Columbia.

Our inventory is strategically maintained in large bonded warehouses and shipped nationally by an extensive

network of licensed and bonded carriers.

Wholesalers and distributors. In the U.S., we are required by law to use state-licensed distributors or, in the
control states, state-owned agencies performing this function, to sell our brands to retail outlets. As a result, we depend on
distributors for sales, for product placement and for retail store penetration. We currently have no distribution agreements
or minimum sales requirements with any of our U.S. alcohol distributors, and they are under no obligation to place our
products or market our brands. All of the distributors also distribute our competitors’ products and brands. As a result, we
must foster and maintain our relationships with our distributors. Through our internal sales team, we have established
relationships for our brands with wholesale distributors in each state, and our products are currently sold in the U.S. by
approximately 80 wholesale distributors, as well as by various state beverage alcohol control agencies.

International distribution

In our foreign markets, most countries permit sales directly from the brand owner to retail establishments,
including liquor stores, chain stores, restaurants and pubs, without requiring that sales go through a wholesaler tier. In our
international markets, we rely primarily on established spirits distributors in much the same way as we do in the U.S. We
have engaged an international beverage alcohol broker to represent our brands in approximately twenty international
markets. We use Terra and other bonded warehouses and logistic providers to handle the billing, inventory and shipping
for us for some products in certain of our non-U.S. markets.

As in the U.S., the beverage alcohol industry has undergone consolidation internationally, with considerable
realignment of brands and brand ownership. The number of major spirits companies internationally has been reduced
significantly due to mergers and brand ownership consolidation. While there are still a substantial number of companies
owning one or more brands, most business is now done by the twelve major companies, each of which owns and operates
its own distribution company that distributes in the major international markets. These captive distribution companies focus
primarily on the brands of the companies that own them.

Even though we do not utilize the direct route to market in our international operations, we do not believe that we
are at a significant disadvantage, because the local importers/distributors typically have established relationships with the
retail accounts and are able to provide extensive customer service, in store merchandising and on premise promotions.
Also, even though we must compensate our wholesalers and distributors in each market in which we sell our brands, we
are, as a result of using these distributors, still able to benefit from substantially lower infrastructure costs and centralized
billing and collection.

Our primary international markets are Ireland, Great Britain, Northern Ireland, Germany, Canada, France, Finland,
Norway, Sweden, Denmark and the Duty Free markets. We also have sales in other countries in continental Europe, Latin
America, the Caribbean and Asia. For fiscal 2017, non-U.S. sales represented approximately 9.7% of our revenues. See
note 16 to our accompanying consolidated financial statements.

Significant customers

Sales to one distributor, Southern Glazer’s Wine and Spirits and related entities, accounted for approximately

36.6% of our consolidated revenues for fiscal 2017.

Our sales team

While we currently expect more rapid growth in the U.S., our primary market, international markets hold potential

for future growth and are part of our global strategy.

We currently have a total sales force of 25 people, including five regional U.S. vice presidents who have

significant industry experience with premium beverage alcohol brands.

Our sales personnel are engaged in the day-to-day management of our distributors, which includes setting quotas,
coordinating promotional plans for our brands, maintaining adequate levels of stock, brand education and training and sales
calls with distributor personnel. Our sales team also maintains relationships with key retail customers through independent
sales calls. They also schedule promotional events, create local brand promotion plans, host in-store tastings where
permitted and provide wait staff and bartender training and education for our brands.

Advertising, marketing and promotion

To build our brands, we must effectively communicate with three distinct audiences: our distributors, the retail
trade and the end consumer. Advertising, marketing and promotional activities help to establish and reinforce the image of
our brands in our efforts to build substantial brand value. We believe our execution of disciplined and strategic branding
and marketing campaigns will continue to drive our future sales.

We employ full-time, in-house marketing, sales and customer service personnel who work together with third
party design and advertising firms to maintain a high degree of focus on each of our product categories and build brand
awareness through innovative marketing activities. We use a range of marketing strategies and tactics to build brand equity
and increase sales, including consumer and trade advertising, price promotions, point-of-sale materials, event sponsorship,
in-store and on-premise promotions and public relations, as well as a variety of other traditional and non-traditional
marketing techniques, including social media marketing, to support our brands.

Besides traditional advertising, we also employ three other marketing methods to support our brands: public
relations, event sponsorships and tastings. Our significant U.S. public relations efforts have helped gain editorial coverage
for our brands, which increases brand awareness. Event sponsorship is an economical way for us to have influential
consumers taste our brands. We actively contribute product to trend-setting events where our brand has exclusivity in the
brand category. We also conduct hundreds of in-store and on-premise promotions each year.

We support our brand marketing efforts with an assortment of point-of-sale materials. The combination of trade
and consumer programs, supported by attractive point-of-sale materials, also establishes greater credibility for us with our
distributors and retailers.

Strategic brand-partner relationships

We forge strategic relationships with emerging and established spirits brand owners seeking opportunities to
increase their sales beyond their home markets and achieve global growth. This ability is a key component of our growth
strategy and one of our competitive strengths. Our original relationship with the Boru vodka brand was as its exclusive
U.S. distributor. To date, we have also established strategic relationships for Goslings rums, Pallini liqueurs, Celtic Honey
liqueur, the Arran Scotch Whiskies, Tierras tequilas and Gozio amaretto, as described below, and we intend to seek to
expand our brand portfolio through similar future arrangements.

Gosling-Castle Partners Inc./Goslings rums and ginger beer

In 2005, we entered into an exclusive national distribution agreement with Gosling’s Export for the Goslings rum
products. We subsequently purchased a 60% controlling interest in GCP, a strategic export venture with the Gosling family.
In March 2017, we purchased an additional 20.1% interest in GCP and, accordingly, we now own 80.1% of GCP. Pursuant
to an export agreement entered into between Gosling’s Export and GCP, Gosling’s Export assigned to GCP all of Gosling’s
Export’s interest in our distribution agreement with them. GCP holds the exclusive distribution rights for Goslings rum
products and Goslings Stormy Ginger Beer on a worldwide basis (other than in Bermuda). The export agreement expires
in April 2030, with ten-year renewal terms thereafter, subject to specific termination rights held by each party. Under the
export agreement, in the event Gosling’s Export decides to sell any or all of its trademarks (or other intellectual property
rights) relating to the Goslings’ products (other than Goslings Stormy Ginger Beer) during the term of the export agreement,
GCP has a right of first refusal to purchase said trademark(s) (and intellectual property rights, if applicable) at the same
price being offered by a bona fide third-party offerer. If GCP does not exercise its right of first refusal, then we have an
identical right of first refusal. In the event Gosling’s Export decides to sell any or all of its products (other than Goslings
Stormy Ginger Beer) and/or trademark(s) (other than Goslings Stormy Ginger Beer), whether sold to an affiliate, a third
party, GCP or us, GCP is entitled to share in the proceeds of such sale, according to a schedule specified in the export
agreement. Also, in the event Gosling’s Export should decide to sell Goslings Stormy Ginger Beer or trademarks relating
to Goslings Stormy Ginger Beer, whether sold to an affiliate, a third party, GCP or us, then, Gosling’s Export agrees to
share with GCP an amount equal to a certain percentage of the proceeds of any such sale as specified in the export
agreement. The Goslings, through Gosling Brothers Limited, have the right to act as the sole supplier to GCP for our
Goslings rum requirements. Polar Corp., the exclusive U.S. manufacturer of the ginger beer, is authorized to purchase
product from GCP to sell directly on a non-exclusive basis to its existing customers that are grocery supermarket chains,
drug store chains or convenience store chains located in New England and New York through direct store delivery or
approved wholesalers, and on a limited basis to sell to liquor stores in New England that are its existing clients. See Item
7. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Recent Developments for
additional information regarding the March 2017 Goslings share acquisition.

Pallini SpA/Pallini liqueurs

We have an exclusive marketing and distribution agreement with Pallini under which we distribute Pallini

Limoncello, Peachcello and Raspicello liqueurs in the U.S. We began shipping these products in September 2005.

Our agreement with Pallini expires on March 31, 2021, subject to successive five-year renewals unless either party
delivers a notice of non-renewal six months prior to the end of the term. Under the agreement, if minimum shipment targets
are not achieved and not cured, Pallini has the right to terminate the agreement without payment of termination fees to us.
However, if such targets are met, we have the right under the agreement to receive certain termination payments and other
payments upon the non-renewal of the agreement, certain terminations of the agreement or the sale of the brand. The
exclusive territory under the agreement is the 50 states of the U.S. and the District of Columbia.

Autentica Tequilera S.A. de C.V./Tierras tequilas

In February 2008, we entered into an importation and marketing agreement with Autentica Tequilera S.A. de
C.V., under which we became the exclusive U.S. importer of Tierras. In February 2013, the agreement renewed for an
additional five years in accordance with its terms. During the term, we have the right to purchase tequila at stipulated
prices. Autentica Tequilera must maintain certain standards for its products, and we have input into the product and
packaging. We are required to prepare periodic reports detailing the development of the brand’s sales. Under this
agreement, we have rights of first refusal for any new market for Tierras (except Mexico), and any new Autentica Tequilera
products in any market (except Mexico). We also have a right of first refusal on any sale of the Tierras brand, and a right
to acquire up to 35% of the economic benefit of any such sale with a third-party based upon the achievement of certain
cumulative sales targets.

Gozio amaretto

In November 2011, we entered into an exclusive distribution agreement with Distillerie Franciacorta S.p.A. under
which we are the exclusive distributor of Gozio amaretto in the U.S. The agreement had an initial five-year term, and has
automatic five-year renewals unless either party delivers a notice of non-renewal six months prior to the end of the term.
During the term, we have the right to purchase Gozio amaretto at stipulated prices and Distillerie Franciacorta Spa must
maintain certain standards for its products. We are required to prepare periodic reports detailing the development of the
brand’s sales and prepare annual strategic marketing and growth plans.

Arran Scotch Whiskies

In February 2017, we entered into an exclusive distribution agreement with the Isle of Arran Distillers under
which we are the exclusive distributors for The Arran Malt Single Malt Scotch Whiskies, the Robert Burns Single Malt
Scotch Whisky and Blended Scotch Whisky and the Machrie Moor whiskeys in the U.S. market. The agreement has an
initial term expiring on March 31, 2022, and has automatic five-year renewals upon our achieving certain minimum
purchase requirements. During the term, we have the right to purchase Isle of Arran, Robert Burns and Machrie Moor
products at stipulated prices and Isle of Arran must maintain certain standards for its products. We are required to prepare
periodic reports detailing the development of the brand’s sales and prepare annual strategic marketing and growth plans.

Intellectual property

Trademarks are an important aspect of our business. We sell our products under a number of trademarks, which
we own or use under license. Our brands are protected by trademark registrations or are the subject of pending applications
for trademark registration in the U.S., the European Union and most other countries where we distribute, or plan to
distribute, our brands. The trademarks may be registered in the names of our subsidiaries and related companies. Generally,
the term of a trademark registration varies from country to country, and, in the U.S., trademark registrations need to be
renewed every ten years. We expect to register our trademarks in additional markets as we expand our distribution
territories.

We have entered into distribution agreements for brands owned by third parties, such as the Goslings rums, the
Pallini liqueurs, Isle of Arran whiskeys, Tierras tequilas and Gozio amaretto. The Goslings rum brands, Pallini liqueurs,
Isle of Arran and Robert Burns Scotch whiskeys and Gozio amaretto are registered by their respective owners and we have
the exclusive right to distribute the Goslings rums on a worldwide basis (other than in Bermuda) and the Pallini liqueur
brands, Isle of Arran, Robert Burns and Machrie Moor Scotch whiskeys and Gozio amaretto in the U.S. Goslings also has
a trademark for their signature rum cocktail, Dark ‘n Stormy. Autentica Tequiliera holds the registered U.S. trademark for
Tequila Tierras Autenticas de Jalisco and its distinctive label. See “Strategic brand-partner relationships.”

Seasonality

Our industry is subject to seasonality with seasonal holiday buying typically generating peak retail sales in the
fourth calendar quarter (our third fiscal quarter). Historically, this holiday demand typically resulted in slightly higher sales
for us in our third and/or fourth fiscal quarters.

Competition

The beverage alcohol industry is highly competitive. We believe that we compete on the basis of quality, price,
brand recognition and distribution strength. Our premium brands compete with other alcoholic and nonalcoholic beverages
for consumer purchases, retail shelf space, restaurant presence and wholesaler attention. We compete with numerous
multinational producers and distributors of beverage alcohol products, many of which have greater resources than us.

Over the past ten years, the U.S. wine and spirits industry has undergone dramatic consolidation and realignment
of brands and brand ownership. The number of major importers in the U.S. has declined significantly. Today there are at
least twelve major companies: Diageo PLC, Pernod Ricard S.A., Bacardi Limited, Brown-Forman Corporation, Beam
Suntory Inc., Davide Campari Milano-S.p.A., Remy Cointreau S.A., LVMH Moët Hennessy Louis Vuitton S.A,
Constellation Brands, Inc., Proximo Spirits, Sazerac Company, Inc., Heaven Hill Brands and William Grant & Sons
Distillers, Ltd.

We believe that we are sometimes in a better position to partner with small to mid-size brands than the major
importers. Despite our relative capital position and resources, we have been able to compete with these larger companies
in pursuing agency distribution agreements and acquiring brands by being more responsive to private and family-owned
brands, offering flexible transaction structures and providing brand owners the option to retain local production and “home”
market sales. Given our size relative to our major competitors, most of which have multi-billion dollar operations, we
believe that we can provide greater focus on smaller brands and tailor transaction structures based on individual brand
owner preferences. However, our relative capital position and resources may limit our marketing capabilities, limit our
ability to expand into new markets and limit our negotiating ability with our distributors.

By focusing on the premium and super-premium segments of the market, which typically have higher margins,
and having an established, experienced sales force, we believe we are able to gain relatively significant attention from our
distributors for a company of our size. Our U.S. regional vice presidents provide long-standing relationships with
distributor personnel and with their major customers. Finally, the continued consolidation among the major companies is
expected to create an opportunity for small to mid-size wine and spirits companies, such as ourselves, as the major
companies contract their portfolios to focus on fewer brands.

Government regulation

We are subject to the jurisdiction of the Federal Alcohol Administration Act, U.S. Customs Laws, Internal

Revenue Code of 1986, and the Alcoholic Beverage Control Laws of all fifty states.

The U.S. Treasury Department’s Alcohol and Tobacco Tax and Trade Bureau regulates the production, blending,
bottling, sales and advertising and transportation of alcohol products. Also, each state regulates the advertising, promotion,
transportation, sale and distribution of alcohol products within its jurisdiction. We are also required to conduct business in
the U.S. only with holders of licenses to import, warehouse, transport, distribute and sell spirits.

In Europe, we are subject to similar regulations related to the production of spirits.

We are subject to U.S. and European regulations on the advertising, marketing and sale of beverage alcohol. These
regulations range from a complete prohibition of the marketing of alcohol in some countries to restrictions on the
advertising style, media and messages used.

Labeling of spirits is also regulated in many markets, varying from health warning labels to importer identification,
alcohol strength and other consumer information. All beverage alcohol products sold in the U.S. must include warning
statements related to risks of drinking beverage alcohol products.

We are also subject to certain regulatory requirements regarding minimum aging of spirits.

In the U.S. control states, the state liquor commissions act in place of distributors and decide which products are
to be purchased and offered for sale in their respective states. Products are selected for purchase and sale through listing
procedures which are generally made available to new products only at periodically scheduled listing interviews.
Consumers may purchase products not selected for listings only through special orders, if at all.

The distribution of alcohol-based beverages is also subject to extensive federal and state taxation in the U.S. and
internationally. Most foreign countries in which we do business impose excise duties on distilled spirits, although the form
of such taxation varies from a simple application on units of alcohol by volume to intricate systems based on the imported
or wholesale value of the product. Several countries impose additional import duty on distilled spirits, often discriminating
between categories in the rate of such tariffs. Import and excise duties may have a significant effect on our sales, both
through reducing the consumption of alcohol and through encouraging consumer switching into lower-taxed categories of
alcohol.

We believe that we are in material compliance with applicable federal, state and other regulations. However, we
operate in a highly regulated industry which may be subject to more stringent interpretations of existing regulations. Future
compliance costs due to regulatory changes could be significant.

Since we import distilled spirits products produced primarily outside the U.S., adverse effects of regulatory
changes are more likely to materially affect earnings and our competitive market position rather than capital expenditures.
Capital expenditures in our industry are normally associated with either production facilities or brand acquisition costs.
Because we are not a U.S. producer, changes in regulations affecting production facility operations may indirectly affect
the costs of the brands we purchase for resale, but we would not anticipate any resulting material adverse impact upon our
capital expenditures.

Global conglomerates with international brands dominate our industry. The adoption of more restrictive marketing
and sales regulations or increased excise taxes and customs duties could materially adversely affect our earnings and
competitive industry position. Large international conglomerates have greater financial resources than we do and would
be better able to absorb increased compliance costs.

Employees

As of March 31, 2017, we had 55 employees, 37 of which were in sales and marketing and 18 of which were in
management, finance and administration. As of March 31, 2017, 51 of our employees were located in the U.S. and four
were located in Ireland.

Geographic Information

We operate in one business — premium beverage alcohol. Our product categories are rum and related products,
whiskey, liqueurs, vodka and tequila. We report our operations in two geographical areas: International and U.S. See note
16 to our accompanying consolidated financial statements.

Corporate Information

We are a Florida corporation, which was incorporated in 2009. We are the successor to a Delaware corporation,

which was incorporated in Delaware in 2003.

Available Information

Our corporate filings, including our annual reports on Form 10-K, our quarterly reports on Form 10-Q, our current
reports on Form 8-K, our proxy statements and reports filed by our officers and directors under Section 16(a) of the
Exchange Act and any amendments to those filings, are available, free of charge, on our investor website,
http://investor.castlebrandsinc.com, as soon as reasonably practicable after we or our officers and directors electronically
file or furnish such material with the SEC. You may also find our code of business conduct, nominating and corporate
governance committee charter and audit committee charter on our website. We do not intend for information contained in
our website, or those of our subsidiaries, to be a part of this annual report on Form 10-K. Shareholders may request paper
copies of these filings and corporate governance documents, without charge, by written request to Castle Brands Inc., 122
East 42nd St., Suite 5000, New York, NY 10168, Attn: Investor Relations.

Also, you may read and copy any materials we file with the Securities and Exchange Commission, or SEC, at the
SEC’s Public Reference Room at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of
10a.m. to 3p.m. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-
SEC-0330. The SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC.

Item 1A. Risk Factors

Risks Relating To Our Business

We have never been profitable, and believe we will continue to incur net losses for the foreseeable future.

We have incurred losses since our inception, including a net loss attributable to common shareholders of $0.9
million for fiscal 2017, and had an accumulated loss of $148.2 million as of March 31, 2017. We believe that we will
continue to incur consolidated net losses as we expect to make continued significant investment in product development
and sales and marketing and to incur significant administrative expenses as we seek to grow our brands. We also anticipate
that our cash needs will exceed our income from sales for the near future. Some of our products may never achieve
widespread market acceptance and may not generate sales and profits to justify our investment. Also, we may find that our
expansion plans are more costly than we anticipate and that they do not ultimately result in commensurate increases in our
sales, which would further increase our losses. We expect we will continue to experience losses and negative cash flow
from operations, some of which could be significant. Results of operations will depend upon numerous factors, some of
which are beyond our control, including market acceptance of our products, new product introductions and competition.
We incur substantial operating expenses at the corporate level, including costs directly related to being an SEC reporting
company.

Worldwide and domestic economic trends and financial market conditions could adversely impact our financial
performance.

The worldwide and domestic economies have experienced adverse conditions and may be subject to future
deterioration. We are subject to risks associated with these adverse conditions, including economic slowdown and the
disruption, volatility and tightening of credit and capital markets.

This global economic situation could adversely impact our major suppliers, distributors and retailers. The inability
of suppliers, distributors or retailers to conduct business or to access liquidity could impact our ability to distribute our
products.

There can be no assurance that market conditions will not deteriorate in the near future. A prolonged downturn,
worsening or broadening of the adverse conditions in the worldwide and domestic economies could affect consumer
spending patterns and purchases of our products, and create or exacerbate credit issues, cash flow issues and other financial
hardships for us and for our suppliers, distributors, retailers and consumers. Depending upon their severity and duration,
these conditions could have a material adverse impact on our business, liquidity, financial condition and results of
operations.

We may require additional capital, which we may not be able to obtain on acceptable terms, or at all. Our inability
to raise such capital, as needed, on beneficial terms or at all could restrict our future growth and severely limit our
operations.

We have limited capital compared to other companies in our industry. This may limit our operations and growth,
including our ability to continue to develop existing brands, service our debt obligations, maintain adequate inventory
levels, fund potential acquisitions of new brands, penetrate new markets, attract new customers and enter into new
distribution relationships. If we have not generated sufficient cash from operations to finance additional capital needs, we
will need to raise additional funds through private or public equity and/or debt financing. We cannot assure you that, if and
when needed, additional financing will be available to us on acceptable terms or at all. If additional capital is needed and
either unavailable or cost prohibitive, our operations and growth may be limited as we may need to change our business
strategy to slow the rate of, or eliminate, our expansion or reduce or curtail our operations. Also, any additional financing
we undertake could impose covenants upon us that restrict our operating flexibility, and, if we issue equity securities to
raise capital our existing shareholders may experience dilution and the new securities may have rights, preferences and
privileges senior to those of our common stock.

If our brands do not achieve more widespread consumer acceptance, our growth may be limited.

Most of our brands are early in their growth cycle and have not achieved extensive brand recognition. Also, brands
we may acquire in the future are unlikely to have established extensive brand recognition. Accordingly, if consumers do
not accept our brands, we will not be able to penetrate our markets and our growth may be limited.

We depend on a limited number of suppliers. Failure to obtain satisfactory performance from our suppliers or loss
of our existing suppliers could cause us to lose sales, incur additional costs and lose credibility in the marketplace.
We also have annual purchase obligations with certain suppliers.

We depend on a limited number of third-party suppliers for the sourcing of all of our products, including both our
own proprietary brands and those we distribute for others. These suppliers consist of third-party distillers, bottlers and
producers in the U.S., Bermuda, the Caribbean and Europe. We rely on the owners of Goslings rum, Pallini liqueurs, Isle
of Arran whiskeys, Gozio amaretto and Tierras tequila to produce their brands for us. For our proprietary products, we may
rely on a single supplier to fulfill one or all of the manufacturing functions for a brand. For instance, IDL is the sole provider
of our single malt, blended and grain Irish whiskeys. We do not have long-term written agreements with all of our suppliers.
We do not currently have a long-term source for supply of aged rye and there can be no assurance we can source adequate
amounts of aged bourbon or rye at satisfactory prices, or at all. Also, if we fail to complete purchases of products ordered
annually, certain suppliers have the right to bill us for product not purchased during the period. The termination of our
written or oral agreements or an adverse change in the terms of these agreements could have a negative impact on our
business. If our suppliers increase their prices, we may not have alternative sources of supply and may not be able to raise
the prices of our products to cover all or even a portion of the increased costs. Also, our suppliers’ failure to perform
satisfactorily or handle increased orders, delays in shipments of products from suppliers or the loss of our existing suppliers,
especially our key suppliers, could cause us to fail to meet orders for our products, lose sales, incur additional costs and/or
expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace and damage our
relationships with distributors, ultimately leading to a decline in our business and results of operations. If we are not able
to renegotiate these contracts on acceptable terms or find suitable alternatives, our business could be negatively impacted.

We depend on our independent wholesale distributors to distribute our products. The failure or inability of even a
few of our distributors to adequately distribute our products within their territories could harm our sales and result
in a decline in our results of operations.

We are required by law to use state licensed distributors or, in 17 states known as “control states,” state-owned
agencies performing this function, to sell our products to retail outlets, including liquor stores, bars, restaurants and national
chains in the U.S. We have established relationships for our brands with wholesale distributors in each state; however,
failure to maintain those relationships could significantly and adversely affect our business, sales and growth. Over the
past decade there has been increasing consolidation, both intrastate and interstate, among distributors. As a result, many
states now have only two or three significant distributors. Also, there are several distributors that now control distribution
for several states. For the fiscal year ended March 31, 2017, sales to one distributor accounted for 36.6% of revenues. For
the fiscal year ended March 31, 2016, sales to this same distributor accounted for 31.4% of revenues. As a result, if we fail
to maintain good relations with a distributor, our products could in some instances be frozen out of one or more markets
entirely. The ultimate success of our products also depends in large part on our distributors’ ability and desire to distribute
our products to our desired U.S. target markets, as we rely significantly on them for product placement and retail store
penetration. We have no formal distribution agreements or minimum sales requirements with any of our distributors and
they are under no obligation to place our products or market our brands. Moreover, all of them also distribute competitive
brands and product lines. We cannot assure you that our U.S. alcohol distributors will continue to purchase our products,
commit sufficient time and resources to promote and market our brands and product lines or that they can or will sell them
to our desired or targeted markets. If they do not, our sales will be harmed, resulting in a decline in our results of operations.

While most of our international markets do not require the use of independent distributors by law, we have chosen
to conduct our sales through distributors in all of our markets and, accordingly, we face similar risks to those set forth
above with respect to our international distribution. Some of these international markets may have only a limited number
of viable distributors.

We must maintain a relatively large inventory of our products, including aging bourbon, to support customer
delivery requirements, and if this inventory is lost due to theft, fire or other damage or becomes obsolete, our results
of operations would be negatively impacted.

We must maintain relatively large inventories to meet customer delivery requirements for our products. In
particular, we must maintain sufficient supplies of aging bourbon to support the Jefferson’s bourbons. We are always at
risk of loss of that inventory due to theft, fire or other damage, and any such loss, whether insured against or not, could
cause us to fail to meet our orders and harm our sales and operating results. Also, our inventory may become obsolete as
we introduce new products, cease to produce old products or modify the design of our products’ packaging, which would
increase our operating losses and negatively impact our results of operations.

If we are unable to identify and successfully acquire additional brands that are complementary to our existing
portfolio, our growth could be limited, and, even if additional brands are acquired, we may not realize planned
benefits due to integration difficulties or other operating issues.

A component of our growth strategy is the acquisition of additional brands that are complementary to our existing
portfolio through acquisitions of such brands or their corporate owners, directly or through mergers, joint ventures, long-
term exclusive distribution arrangements and/or other strategic relationships. If we are unable to identify suitable brand
candidates and successfully execute our acquisition strategy, our growth could be limited. Also, even if we are successful
in acquiring additional brands, we may not be able to achieve or maintain profitability levels that justify our investment in,
or realize operating and economic efficiencies or other planned benefits with respect to, those additional brands. The
addition of new products or businesses entails numerous risks with respect to integration and other operating issues, any
of which could have a detrimental effect on our results of operations and/or the value of our equity. These risks include:

● difficulties in assimilating acquired operations or products;
● unanticipated costs that could materially adversely affect our results of operations;
● negative effects on reported results of operations from acquisition related charges and amortization of

acquired intangibles;

● diversion of management’s attention from other business concerns;
●
●
●

adverse effects on existing business relationships with suppliers, distributors and retail customers;
risks of entering new markets or markets in which we have limited prior experience; and
the potential inability to retain and motivate key employees of acquired businesses.

Also, there are special risks associated with the acquisition of additional brands through joint venture
arrangements. We may not have a majority interest in, or control of, future joint ventures in which we may enter. There is,
therefore, risk that our joint venture partners may at any time have economic, business or legal interests or goals that are
inconsistent with our interests or goals or those of the joint venture. There is also risk that our current or future joint venture
partners may be unable to meet their economic or other obligations and that we may be required to fulfill those obligations
alone.

Our ability to grow through the acquisition of additional brands will also be dependent upon the availability of
capital to complete the necessary acquisition arrangements. We intend to finance our brand acquisitions through a
combination of our available cash resources, third -party financing and, in appropriate circumstances, the further issuance
of equity and/or debt securities; however, our ability to finance such acquisitions may be limited by the terms of our other
equity and/or debt securities. Acquiring additional brands could have a significant effect on our financial position, and
could cause substantial fluctuations in our quarterly and yearly operating results. Also, acquisitions could result in the
recording of significant goodwill and intangible assets on our financial statements, the amortization or impairment of which
would reduce reported earnings in subsequent years.

Currency exchange rate fluctuations and devaluations may have a significant adverse effect on our revenues, sales,
costs of goods and overall financial results.

For fiscal 2017, non-U.S. operations accounted for approximately 9.7% of our revenues. Therefore, gains and
losses on the conversion of foreign payments into U.S. dollars could cause fluctuations in our results of operations, and
fluctuating exchange rates could cause reduced revenues and/or gross margins from non-U.S. dollar-denominated
international sales and inventory purchases. Also, for fiscal 2017, Euro denominated sales accounted for approximately
6.1% of our total revenue, so a substantial change in the rate of exchange between the U.S. dollar and the Euro could have
a significant adverse effect on our financial results. Our ability to acquire spirits and produce and sell our products at
favorable prices will also depend in part on the relative strength of the U.S. dollar. We do not currently hedge against these
risks.

We have identified a material weakness in our internal control over financial reporting, and our business and stock
price may be adversely affected if we do not adequately address this weakness or if we have other material weaknesses
or significant deficiencies in our internal control over financial reporting.

Our management is responsible for establishing and maintaining adequate internal control over our financial
reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934, as amended. As disclosed in Item 9A
of this annual report, management identified a material weakness in our internal control over financial reporting related to
the allocation of excise taxes and freight costs to inventory. A material weakness is defined as a deficiency, or a
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. As
a result of this material weakness, our management concluded that our internal control over financial reporting was not
effective based on criteria set forth by the Internal Control-Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission. We are actively engaged in implementing a remediation plan
designed to address this material weakness. If our remedial measures are insufficient to address the material weakness, or
if other material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, it may
result in untimely or inaccurate reporting of our financial condition or results of operations. Ineffective internal controls
could cause investors to lose confidence in our reported financial information, which could have a negative effect on the
trading price of our common stock, limit our ability to access the capital markets in the future and require us to incur
additional costs to improve our internal control systems and procedures.

A failure of one or more of our key information technology systems, networks, processes, associated sites or service
providers, including as a result of evolving cyber security and other technological risks, could have a material
adverse impact on our business.

We rely on information technology (IT) systems, networks, and services, including internet sites, data hosting and
processing facilities and tools, hardware (including laptops and mobile devices), software and technical applications and
platforms, some of which are managed, hosted, provided and/or used by third-parties or their vendors, to assist us in the
management of our business. The various uses of these IT systems, networks, and services include, but are not limited to:
hosting our internal network and communication systems; ordering and managing materials from suppliers; supply/demand
planning; production; shipping product to customers; hosting our branded websites and marketing products to consumers;
collecting and storing customer, consumer, employee, investor, and other data; processing transactions; summarizing and
reporting results of operations; hosting, processing, and sharing confidential and proprietary research, business plans, and
financial information; complying with regulatory, legal or tax requirements; providing data security; and handling other
processes necessary to manage our business.

Increased IT security threats and more sophisticated cyber-crime pose a potential risk to the security of our IT
systems, networks, and services, as well as the confidentiality, availability, and integrity of our data. If the IT systems,
networks, or service providers we rely upon fail to function properly, or if we suffer a loss or disclosure of business or
other sensitive information, due to any number of causes, ranging from catastrophic events to power outages to security
breaches, and our business continuity plans do not effectively address these failures on a timely basis, we may suffer
interruptions in our ability to manage operations and reputational, competitive and/or business harm, which may adversely
affect our business operations and/or financial condition. In addition, such events could result in unauthorized disclosure
of material confidential information, and we may suffer financial and reputational damage because of lost or
misappropriated confidential information belonging to us or to our partners, our employees, customers, suppliers or
consumers. In any of these events, we could also be required to spend significant financial and other resources to remedy
the damage caused by a security breach or to repair or replace networks and IT systems. The trend toward public
notifications of such incidents could exacerbate the harm to our business operations or financial condition.

Either our or our strategic partners’ failure to protect our respective intellectual property rights could compromise
our competitive position and decrease the value of our brand portfolio.

Our business and prospects depend in part on our, and with respect to our agency or joint venture brands, our
strategic partners’, ability to develop favorable consumer recognition of our brands and trademarks. Although both we and
our strategic partners actively apply for intellectual property registrations of our brands and trademarks, they could be
imitated in ways that we cannot prevent. Also, we rely on trade secrets and proprietary know-how, concepts and formulas.
We cannot be certain that the steps taken to protect these intellectual property rights will be sufficient to protect these
rights. Our business could be adversely affected by the material infringement of such intellectual property rights. We are
also subject to risks and costs associated with the enforcement of our and our partners’ intellectual property rights.
Moreover, we may face claims of misappropriation or infringement of third parties’ rights that could interfere with our use
of this information. Defending these claims may be costly and, if unsuccessful, may prevent us from continuing to use this
proprietary information in the future and result in a judgment or monetary damages being levied against us. We do not
maintain non-competition agreements with all of our key personnel or with some of our key suppliers. If competitors
independently develop or otherwise obtain access to our or our strategic partners’ trade secrets, proprietary know-how or
recipes, the appeal, and thus the value, of our brand portfolio could be reduced, negatively impacting our financial results
and ability to develop our business.

Our failure to attract or retain key executive or employee talent could adversely affect our business.

Our success depends upon the efforts and abilities of our senior management team, other key employees, and a
high-quality employee base, as well as our ability to attract, motivate, reward, and retain them. We do not maintain and do
not intend to obtain key man insurance on the life of any executive or employee. Difficulties in hiring or retaining key
executive or employee talent, or the unexpected loss of experienced employees could have an adverse impact on our
business performance. In addition, we could experience business disruption and/or increased costs related to organizational
changes, reductions in workforce, or other cost-cutting measures.

The sales of our products could decrease significantly if we cannot maintain listings in the control states.

In the control states, the state liquor commissions act in place of distributors and decide which products are to be
purchased and offered for sale in their respective states. Products selected for listing must generally reach certain volumes
and/or profit levels to maintain their listings. Products are selected for purchase and sale through listing procedures which
are generally made available to new products only at periodically scheduled listing interviews. Products not selected for
listings can only be purchased by consumers in the applicable control state through special orders, if at all. If, in the future,
we are unable to maintain our current listings in the control states, or secure and maintain listings in those states for any
additional products we may acquire, sales of our products could decrease significantly.

An impairment in the carrying value of goodwill or other acquired intangible assets could negatively affect our
operating results and shareholders’ equity.

The carrying value of goodwill represents the fair value of acquired businesses in excess of identifiable assets and
liabilities as of the acquisition date, net of any cumulative impairments. The carrying value of other intangible assets
represents the fair value of trademarks, trade names and other acquired intangible assets as of the acquisition date, net of
impairments and accumulated amortization. Goodwill and other acquired intangible assets expected to contribute
indefinitely to our cash flows are not amortized, but must be evaluated for impairment by our management at least annually.
If carrying value exceeds current fair value as determined based on the discounted future cash flows of the related business,
the intangible asset is considered impaired and is reduced to fair value via a non-cash charge to earnings. If the value of
goodwill or other acquired intangible assets is impaired, our earnings and shareholders’ equity could be adversely affected.

Risks Related to Our Industry

Demand for our products may be adversely affected by many factors, including changes in consumer preferences
and trends.

Consumer preferences may shift due to a variety of factors including changes in demographic and social trends,
public health initiatives, product innovations, changes in vacation or leisure activity patterns and a downturn in economic
conditions, which may reduce consumers’ willingness to purchase distilled spirits or cause a shift in consumer preferences
toward beer, wine or non-alcoholic beverages. Our success depends in part on fulfilling available opportunities to meet
consumer needs and anticipating changes in consumer preferences with successful new products and product innovations.
The competitive position of our brands could also be affected adversely by any failure to achieve consistent, reliable quality
in the product or in service levels to customers.

Our business performance is substantially dependent upon the continued growth of rum and whiskey sales.

A significant part of our business is based on rum and whiskey sales, which represented approximately 61.0% and
62.1% of our revenues for fiscal 2017 and 2016, respectively. Changes in consumer preferences regarding these categories
of beverage alcohol products may have an adverse effect on our sales and financial condition. Given the importance of our
rum and whiskey brands to our overall Company success, a significant or sustained decline in volume or selling price of
these products would likely have a negative effect on our growth and our stock price. Additionally, should we not be
successful in our efforts to maintain and increase the relevance of the brands in the minds of today’s and tomorrow’s
consumer, our business and operating results could suffer.

We face substantial competition in our industry and many factors may prevent us from competing successfully.

We compete on the basis of product taste and quality, brand image, price, service and ability to innovate in
response to consumer preferences. The global spirits industry is highly competitive and is dominated by several large, well-
funded international companies. It is possible that our competitors may either respond to industry conditions or consumer
trends more rapidly or effectively or resort to price competition to sustain market share, which could adversely affect our
sales and profitability.

Adverse public opinion about alcohol could reduce demand for our products.

Anti-alcohol groups have, in the past, advocated successfully for more stringent labeling requirements, higher
taxes and other regulations designed to discourage alcohol consumption. More restrictive regulations, negative publicity
regarding alcohol consumption and/or changes in consumer perceptions of the relative healthfulness or safety of beverage
alcohol could decrease sales and consumption of alcohol and thus the demand for our products. This could, in turn,
significantly decrease both our revenues and our revenue growth, causing a decline in our results of operations.

Class action or other litigation relating to alcohol abuse or the misuse of alcohol could adversely affect our business.

Companies in the beverage alcohol industry are, from time to time, exposed to class action or other litigation
relating to alcohol advertising, product liability, alcohol abuse problems or health consequences from the misuse of alcohol.
It is also possible that governments could assert that the use of alcohol has significantly increased government funded
health care costs. Litigation or assertions of this type have adversely affected companies in the tobacco industry, and it is
possible that we, as well as our suppliers, could be named in litigation of this type.

Also, lawsuits have been brought in a number of states alleging that beverage alcohol manufacturers and marketers
have improperly targeted underage consumers in their advertising. Plaintiffs in these cases allege that the defendants’
advertisements, marketing and promotions violate the consumer protection or deceptive trade practices statutes in each of
these states and seek repayment of the family funds expended by the underage consumers. While we have not been named
in these lawsuits, we could be named in similar lawsuits in the future. Any class action or other litigation asserted against
us could be expensive and time-consuming to defend against, depleting our cash and diverting our personnel resources and,
if the plaintiffs in such actions were to prevail, our business could be harmed significantly.

Regulatory decisions and legal, regulatory and tax changes could limit our business activities, increase our operating
costs and reduce our margins.

Our business is subject to extensive regulation in all of the countries in which we operate. This may include
regulations regarding production, distribution, marketing, advertising and labeling of beverage alcohol products. We are
required to comply with these regulations and to maintain various permits and licenses. We are also required to conduct
business only with holders of licenses to import, warehouse, transport, distribute and sell beverage alcohol products. We
cannot assure you that these and other governmental regulations applicable to our industry will not change or become more
stringent. Moreover, because these laws and regulations are subject to interpretation, we may not be able to predict when
and to what extent liability may arise. Additionally, due to increasing public concern over alcohol-related societal problems,
including driving while intoxicated, underage drinking, alcoholism and health consequences from the abuse of alcohol,
various levels of government may seek to impose additional restrictions or limits on advertising or other marketing
activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and
requirements relating to our industry and products could result in monetary penalties, suspension or even revocation of our
licenses and permits. Costs of compliance with changes in regulations could be significant and could harm our business,
as we could find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our
products and reduce our sales and profit potential.

Also, the distribution of beverage alcohol products is subject to extensive taxation both in the U.S. and
internationally (and, in the U.S., at both the federal and state government levels), and beverage alcohol products themselves
are the subject of national import and excise duties in most countries around the world. An increase in taxation or in import
or excise duties could also significantly harm our sales revenue and margins, both through the reduction of overall
consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

We could face product liability or other related liabilities that increase our costs of operations and harm our
reputation.

Although we maintain liability insurance and will attempt to limit contractually our liability for damages arising
from our products, these measures may not be sufficient for us to successfully avoid or limit liability. Our product liability
insurance coverage is limited to $1.0 million per occurrence and $2.0 million in the aggregate and our general liability
umbrella policy is capped at $10.0 million. Further, any contractual indemnification and insurance coverage we have from
parties supplying our products is limited, as a practical matter, to the creditworthiness of the indemnifying party and the
insured limits of any insurance provided by these suppliers. In any event, extensive product liability claims could be costly
to defend and/or costly to resolve and could harm our reputation.

Contamination of our products and/or counterfeit or confusingly similar products could harm the image and
integrity of, or decrease customer support for, our brands and decrease our sales.

The success of our brands depends upon the positive image that consumers have of them. Contamination, whether
arising accidentally or through deliberate third-party action, or other events that harm the integrity or consumer support for
our brands, could affect the demand for our products. Contaminants in raw materials purchased from third parties and used
in the production of our products or defects in the distillation, fermentation or bottling processes could lead to low beverage
quality as well as illness among, or injury to, consumers of our products and could result in reduced sales of the affected
brand or all of our brands. We may also be required to recall products in the event of contamination or damage. Also, to
the extent that third parties sell products that are either counterfeit versions of our brands or brands that look like our brands,
consumers of our brands could confuse our products with products that they consider inferior. This could cause them to
refrain from purchasing our brands in the future and in turn could impair our brand equity and adversely affect our sales
and operations.

Risks Relating to Owning Our Stock

The price of our common stock may fluctuate significantly, and this may make it difficult for you to resell the shares
of our stock at prices you find attractive.

The trading price of our common stock, as reported by the NYSE MKT, has ranged from a low of $0.65 to a high
of $1.63 per share for the 52 week period ended March 31, 2017. We expect that the market price of our common stock
will continue to fluctuate significantly.

The market price of our stock may fluctuate in response to numerous factors, many of which are beyond our

control. These factors include:

trading prices of similar securities;
fluctuations in stock market prices and volume;

● variations in quarterly operating results;
● general economic and business conditions;
●
●
● our announcements of significant contracts, milestones or acquisitions;
● our relationships with other companies, including our suppliers and distributors;
● our ability to obtain needed capital;
●

sales of common stock, conversion of securities convertible into common stock, exercise of options to
purchase common stock or termination of stock transfer restrictions;
changes in financial estimates by securities analysts;
additions or departures of key personnel;
the initiation or outcome of litigation or arbitration proceedings; and
legislation or regulatory policies, practices or actions.

●
●
●
●

Any one of these factors could have an adverse effect on the market price of our common stock. Also, the stock
market in recent years has experienced significant price and volume fluctuations that have materially affected the market
prices of equity securities of many companies and that often have been unrelated to such companies’ operating
performance. These market fluctuations have adversely impacted the price of our common stock in the past and may do so
in the future. Also, shareholders may initiate securities class action lawsuits if the market price of our stock drops
significantly, which may cause us to incur substantial costs and divert our management’s time and attention. These factors,
among others, could significantly depress the price of our common stock.

We may not be able to maintain our listing on the NYSE MKT, which may limit the ability of our shareholders to
sell their common stock.

If we do not meet the NYSE MKT continued listing criteria, we may be delisted and trading of our common stock
could be conducted in the OTC Bulletin Board or the interdealer quotation systems of the OTC Markets Group Inc. In such
case, a shareholder likely would find it more difficult to trade our common stock or to obtain accurate market quotations
for it. If our common stock is delisted, it will become subject to the Securities and Exchange Commission’s “penny stock
rules,” which impose sales practice requirements on broker-dealers that sell that common stock to persons other than
established customers and “accredited investors.” Application of this rule could make broker-dealers unable or unwilling
to sell our common stock and limit the ability of shareholders to sell their common stock in the secondary market.

Our executive officers, directors and principal shareholders own a substantial percentage of our voting stock, which
allows them to significantly influence matters requiring shareholder approval. They could make business decisions
for us that cause our stock price to decline.

As of June 9, 2017, our executive officers, directors and principal shareholders beneficially owned approximately
41.8% of our common stock, including options that are exercisable within 60 days of the date of this annual report and
assuming full exercise of such options and conversion of our 5% October 2013 convertible notes held by such persons. As
a result, if they act in concert, they could significantly influence matters requiring approval by our shareholders, including
the election of directors, and could have the ability to prevent or cause a corporate transaction, even if other shareholders
oppose such action. This concentration of voting power could also have the effect of delaying, deterring, or preventing a
change of control or other business combination, which could cause our stock price to decline.

Provisions in our articles of incorporation, our bylaws and Florida law could make it more difficult for a third party
to acquire us, discourage a takeover and adversely affect existing shareholders.

Our articles of incorporation, our bylaws and the Florida Business Corporation Act contain provisions that may
have the effect of making more difficult, delaying, or deterring attempts by others to obtain control of our company, even
when these attempts may be in the best interests of our shareholders. These include provisions limiting the shareholders’
powers to remove directors. Our articles of incorporation also authorize our board of directors, without shareholder
approval, to issue one or more series of preferred stock, which could have voting and conversion rights that adversely affect
or dilute the voting power of the holders of our common stock. Florida law also imposes conditions on certain “affiliated
transactions” with “interested shareholders.”

These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or
prevent changes in our control or management, including transactions in which shareholders might otherwise receive a
premium for their shares over then current market prices. These provisions may also limit the ability of shareholders to
approve transactions that they may deem to be in their best interests.

Negative publicity could affect our stock price and business performance.

Unfavorable media related to our industry, company, brands, marketing, personnel, operations, business
performance, or prospects could negatively affect our corporate reputation, stock price, ability to attract high quality talent,
and/or the performance of our business, regardless of its accuracy or inaccuracy. Adverse publicity or negative commentary
on social media outlets could cause consumers to avoid our brands and/or choose brands offered by our competitors, which
could negatively affect our financial results.

Item 1B. Unresolved Staff Comments.

Not applicable.

Item 2. Properties

Our executive offices are located in New York, NY, where we lease approximately 5,000 square feet of office
space under a lease that expires in February 2020. We also lease approximately 750 square feet of office space in Dublin,
Ireland under a lease that expires in October 2019 and approximately 1,700 square feet of office space in Houston, TX
under a lease that expires in June 2018.

Item 3. Legal Proceedings

We believe that neither we nor any of our wholly-owned subsidiaries is currently subject to litigation which, in

the opinion of our management, is likely to have a material adverse effect on us.

We may, however, become involved in litigation from time to time relating to claims arising in the ordinary course
of our business. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial
resources.

Item 4. Mine Safety Disclosures

Not applicable.

PART II

Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity
Securities

Price range of common stock

Our common stock trades on the NYSE MKT under the symbol “ROX.” The following table sets forth the high

and low sales prices for our common stock for the periods specified.

Fiscal 2017
First Quarter (April 1 — June 30, 2016) ...................... $
Second Quarter (July 1 — September 30, 2016) .......... $
Third Quarter (October 1 — December 31, 2016) ....... $
Fourth Quarter (January 1 — March 31, 2017) ............ $

Fiscal 2016
First Quarter (April 1 — June 30, 2015) ...................... $
Second Quarter (July 1 — September 30, 2015) .......... $
Third Quarter (October 1 — December 31, 2015) ....... $
Fourth Quarter (January 1 — March 31, 2016) ............ $

High

Low

1.08 $
0.95 $
0.88 $
1.63 $

1.83 $
1.45 $
1.47 $
1.25 $

0.70
0.74
0.65
0.72

1.30
1.03
1.16
0.78

Holders

At June 9, 2017, there were approximately 175 record holders of our common stock.

Dividend policy

We did not declare or pay any cash dividends in fiscal 2017 or 2016 and we do not intend to pay any cash dividends
with respect to our common stock in the foreseeable future. We currently intend to retain any earnings for use in the
operation of our business and to fund future growth. Any future determination to pay cash dividends will be at our board’s
discretion and will depend upon our financial condition, operating results, capital requirements and such other factors as
our board deems relevant. Further, our ability to declare and pay cash dividends is restricted by certain covenants in our
loan agreements.

Equity Compensation Plan Information

The following table sets forth information at March 31, 2017 regarding compensation plans under which our

equity securities are authorized for issuance.

Plan category
Equity compensation plans approved by
security holders ...........................................
Equity compensation plans not approved by
security holders ...........................................
Total ........................................................

Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants,
restricted
stock and
rights

Weighted-
average
exercise price of
outstanding
options,
warrants,
restricted stock
and
rights

Number of
securities
remaining
available
for future
issuance
under equity
compensation
plans

15,798,558 $

0.78

11,711,000

-
15,798,558 $

-
0.78

-
11,711,000

Item 6. Selected Financial Data

The selected financial data set forth below is derived from our audited consolidated financial statements. You
should read this selected financial data together with Item 7, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere
in this annual report on Form 10-K:

2017

Years ended March 31,
2015

2016

2014

2013

Consolidated statement of operations data
(in thousands, except per share data):

Sales, net (1) ......................................................... $
Gross profit .........................................................
Selling expense ...................................................
Operating income (loss) (2) ..................................

77,269 $
31,700
20,122
1,905

72,220 $
28,554
19,223
1,006

57,457 $
21,573
15,255
(1,078 )

48,140 $
17,604
12,530
(1,320 )

41,443
14,320
11,265
(4,402 )

Income (loss) before item shown below .............
Net change in fair value of warrant liability ........
Income (loss) before provision for income taxes
Income tax (expense) benefit (3) ..........................
Net income (loss) ................................................
Net income attributable to noncontrolling
interests ...............................................................
Net loss attributable to controlling interests ........
Dividends to preferred shareholders ...................
Net loss attributable to common shareholders .... $

694
—
694
(188 )
506

(256 )
—
(256 )
(1,451 )
(1,707 )

(2,195 )
—
(2,195 )
(1,279 )
(3,474 )

(3,170 )
(5,392 )
(8,562 )
590
(7,972 )

(1,359 )
(853 )
—
(853 ) $

(810 )
(2,517 )
—
(2,517 ) $

(326 )
(3,800 )
—
(3,800 ) $

(935 )
(8,907 )
(385 )
(9,292 ) $

(5,259 )
302
(4,957 )
118
(4,839 )

(610 )
(5,449 )
(744 )
(6,193 )

Net loss per common share basic and diluted (4) ...... $
Weighted average shares outstanding basic and
diluted .....................................................................

(0.01 ) $

(0.02 ) $

(0.08 ) $

(0.06 )

160,812

159,380

155,456

116,511

108,509

(1) Sales, net includes excise taxes of $7,646, $7,452, $6,754, $6,421 and $5,964, respectively, for fiscal

2017 - 2013.

(2) Operating loss for the year ended March 31, 2013 includes a $1,716 loss on wine assets.
(3) Consists of federal, state and local taxes attributable to GCP, which did not file a consolidated return.
(4) Per share computations were impacted positively by the increase in shares outstanding in each of the

above years.

2017

2016

As of March 31,
2015

2014

2013

Selected balance sheet data

(in thousands):
Cash and cash equivalents ...................... $
Working capital ......................................
Total assets .............................................
Total debt ...............................................
Total liabilities .......................................
Total controlling shareholders’ equity ...

611 $
31,171
54,342
34,920
49,876
1,987

1,431 $
27,854
48,610
13,975
26,540
18,906

1,192 $
24,167
42,546
12,789
22,944
17,058

909 $
17,575
35,048
7,575
16,586
16,224

439
12,454
31,624
9,298
20,207
10,134

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Overview

Our objective is to continue building Castle Brands into a profitable international spirits company, with a

distinctive portfolio of premium and super premium spirits brands. To achieve this, we continue to seek to:

●

focus on our more profitable brands and markets. We continue to focus our distribution efforts, sales
expertise and targeted marketing activities on our more profitable brands and markets;

● grow organically. We believe that continued organic growth will enable us to achieve long-term
profitability. We focus on brands that have profitable growth potential and staying power, such as our
rums and whiskeys, sales of which have grown substantially in recent years;

● build consumer awareness. We use our existing assets, expertise and resources to build consumer

●

awareness and market penetration for our brands;
leverage our distribution network. Our established distribution network in all 50 U.S. states enables us
to promote our brands nationally and makes us an attractive strategic partner for smaller companies
seeking U.S. distribution; and
selectively add new brand extensions and brands to our portfolio. We intend to continue to introduce
new brand extensions and expressions. For example, we have leveraged our successful Jefferson’s
portfolio by introducing a number of brand extensions. Additionally, we recently added the Arran Scotch
Whiskies to our portfolio as agency brands. We continue to explore strategic relationships, joint ventures
and acquisitions to selectively expand our premium spirits portfolio. We expect that future acquisitions
or agency relations, if any, would involve some combination of cash, debt and the issuance of our stock.

Recent Developments

On March 29, 2017, we entered into a Stock Purchase Agreement under which we acquired 201,000 shares (the
“GCP Share Acquisition”) of the common stock of Gosling-Castle Partners Inc., or GCP, representing a 20.1% equity
interest in GCP. GCP is a strategic global export venture between Castle Brands and the Gosling family. As a result of the
completion of the GCP Share Acquisition, our total equity interest in GCP increased to 80.1%. The consideration for the
GCP Share Acquisition was (i) $20,000,000 in cash and (ii) 1,800,000 shares of our common stock, which shares are
subject to an 18 month lockup covenant. As a result of the GCP Share Acquisition, GCP will file as part of our U.S. federal
consolidated income tax group for periods subsequent to the acquisition.

In connection with the GCP Share Acquisition, we also entered into an Amended and Restated Distribution
Agreement and an Export Agreement Amendment. Under the Amended and Restated Distribution Agreement, our
subsidiary, Castle Brands (USA) Corp. (“CB-USA”), continues as the exclusive long-term importer and distributor of
certain beverage products, including “Goslings Rum” and “Goslings Stormy Ginger Beer” (collectively, the “Distribution
Products”) throughout the United States, and such other markets as may be added by mutual consent of the parties (the
“Distribution Territory”). The initial term of the Amended and Restated Distribution Agreement extends through March
31, 2030, with automatic ten-year renewal terms thereafter, subject to specific termination rights held by each party. The
Amended and Restated Distribution Agreement automatically terminates upon the termination, for any reason, of the
Export Agreement. CB-USA will purchase Distribution Products from GCP for distribution in the Distribution Territory
at prices set forth in the Amended and Restated Distribution Agreement, as may be mutually changed by the parties. CB-
USA is entitled to receive a net margin amount, certain reimbursement costs, and a specified fee to defray normal overhead
costs, all as specified in the Amended and Restated Distribution Agreement. GCP will maintain primary responsibility and
bear the costs for the overall marketing, advertising, and promotion of the Distribution Products. Also, CB-USA has a right
of first refusal regarding the distribution of any other current or future rum or ginger beer products GCP currently maintains
in, or adds to, its product line for sale in the Distribution Territory.

Under the Export Agreement Amendment, GCP maintains all global distribution rights (with the exception of
Bermuda) during the term of the Export Agreement and continues as the exclusive authorized global exporter of certain
beverage products (the “Export Products”) in all national or international markets, except Bermuda. The Export Agreement
Amendment, among other things, assigns to GCP global distribution and exporting rights to Goslings Stormy Ginger Beer
and all other Goslings Ginger Beer products and extends the initial term of the Export Agreement from 15 to 25 years,
through March 31, 2030, with ten-year renewal terms thereafter, subject to specific termination rights held by each party.
Under the Export Agreement Amendment, in the event Gosling’s Export decides to sell any or all of its trademarks (or
other intellectual property rights) relating to the Export Products (other than Goslings Stormy Ginger Beer) during the term
of the Export Agreement, GCP has a right of first refusal to purchase the trademark(s) (and intellectual property rights, if
applicable) at the same price being offered by a bona fide third-party offeror. If GCP does not exercise its right of first
refusal, then we will acquire an identical right of first refusal. In the event Gosling’s Export decides to sell any or all of its
Export Products and/or trademark(s), whether sold to an affiliate, a third party, GCP or us, GCP is entitled to share in the
proceeds of such sale, as specified in the Export Agreement Amendment. A copy of the Amended and Restated Distribution
Agreement and a Restated Export Agreement are filed as exhibits to this annual report on Form 10-K. See Note

Operations overview

We generate revenue through the sale of our products to our network of wholesale distributors or, in control states,
state-operated agencies, which, in turn, distribute our products to retail outlets. In the U.S., our sales price per case includes
excise tax and import duties, which are also reflected as a corresponding increase in our cost of sales. Most of our
international sales are sold “in bond”, with the excise taxes paid by our customers upon shipment, thereby resulting in
lower relative revenue as well as a lower relative cost of sales, although some of our United Kingdom sales are sold “tax
paid”, as in the U.S. The difference between sales and net sales principally reflects adjustments for various distributor
incentives.

Our gross profit is determined by the prices at which we sell our products, our ability to control our cost of sales,
the relative mix of our case sales by brand and geography and the impact of foreign currency fluctuations. Our cost of sales
is principally driven by our cost of procurement, bottling and packaging, which differs by brand, as well as freight and
warehousing costs. We purchase certain products, such as Goslings rums and ginger beer, Pallini liqueurs, Arran whiskies,
Gozio amaretto and Tierras tequila, as finished goods. For other products, such as Jefferson’s bourbons, we purchase the
components, including the distilled spirits, bottles and packaging materials, and have arrangements with third parties for
bottling and packaging. Our U.S. sales typically have a higher absolute gross margin than in other markets, as sales prices
per case are generally higher in the U.S.

Selling expense principally includes advertising and marketing expenditures and compensation paid to our
marketing and sales personnel. Our selling expense, as a percentage of sales and per case, is higher than that of our
competitors because of our brand development costs, level of marketing expenditures and established sales force versus
our relatively small base of case sales and sales volumes. However, we believe that maintaining an infrastructure capable
of supporting future growth is the correct long-term approach for us.

While we expect the absolute level of selling expense to increase in the coming years, we expect selling expense
as a percentage of revenues and on a per case basis to decline or remain constant, as our volumes expand and our sales
team sells a larger number of brands.

General and administrative expense relates to corporate and administrative functions that support our operations
and includes administrative payroll, occupancy and related expenses and professional services. We expect general and
administrative expense in fiscal 2018 to be higher than fiscal 2017 due to costs associated with increased infrastructure to
support our growth. However, we expect our general and administrative expense as a percentage of sales to decline due to
economies of scale.

We expect to increase our case sales in the U.S. and internationally over the next several years through organic
growth, and through the introduction of product line extensions, acquisitions and distribution agreements. We will seek to
maintain liquidity and manage our working capital and overall capital resources during this period of anticipated growth
to achieve our long-term objectives, although there is no assurance that we will be able to do so.

We continue to believe the following industry trends will create growth opportunities for us, including:

● the divestiture of smaller and emerging non-core brands by major spirits companies as they continue to

consolidate;

● increased barriers to entry, particularly in the U.S., due to continued consolidation and the difficulty in

establishing an extensive distribution network, such as the one we maintain; and

● the trend by small private and family-owned spirits brand owners to partner with, or be acquired by, a
company with global distribution. We expect to be an attractive alternative to our larger competitors for
these brand owners as one of the few modestly-sized publicly-traded spirits companies.

Our growth strategy is based upon growing existing brands, partnering with other brands and acquiring smaller
and emerging brands. To identify potential partner and acquisition candidates we plan to rely on our management’s industry
experience and our extensive network of industry contacts. We also plan to maintain and grow our U.S. and international
distribution channels so that we are more attractive to spirits companies who are looking for a route to market for their
products. We expect to compete for foreign and small private and family-owned spirits brands by offering flexible and
creative structures, which present an alternative to the larger spirits companies.

We intend to finance any future brand acquisitions through a combination of our available cash resources, third
party financing and, in appropriate circumstances, the further issuance of equity and/or debt securities. Acquiring additional
brands could have a significant effect on our financial position, and could cause substantial fluctuations in our quarterly
and yearly operating results. Also, the pursuit of acquisitions and other new business relationships may require significant
management attention. We may not be able to successfully identify attractive acquisition candidates, obtain financing on
favorable terms or complete these types of transactions in a timely manner and on terms acceptable to us, if at all.

Financial performance overview

The following table provides information regarding our spirits case sales for the periods presented based on nine-
liter equivalent cases, which is a standard spirits industry metric (table excludes related non-alcoholic beverage products):

Cases
United States .......................................
International ........................................

341,256
75,113

340,782
85,558

310,106
82,632

2017

Year ended March 31,
2016

2015

Total ...............................................

416,369

426,340

392,738

Rum ....................................................
Whiskey ..............................................
Liqueur ...............................................
Vodka .................................................
Tequila ................................................
Other spirits ........................................

180,914
109,223
93,201
31,907
1,124
—

180,698
109,990
91,010
43,608
1,034
—

171,189
84,713
89,369
46,347
1,106
14

Total ...............................................

416,369

426,340

392,738

Percentage of Cases
United States .......................................
International ........................................

82.0 %
18.0 %

79.9 %
20.1 %

79.0 %
21.0 %

Total ...............................................

100.0 %

43.4 %
26.2 %
22.4 %
7.7 %
0.3 %
— %

42.5 %
25.8 %
21.3 %
10.2 %
0.2 %
— %

43.6 %
21.6 %
22.7 %
11.8 %
0.3 %
0.0 %

Total ...............................................

100.0 %

The following table provides information regarding our case sales of related non-alcoholic beverage products,

which primarily consists of Goslings Stormy Ginger Beer, for the periods presented:

2017

Year ended March 31,
2016

2015

Cases
United States .................................................
International ..................................................

1,326,140
61,740

1,070,173
45,101

682,190
33,232

Total ..........................................................

1,387,880

1,115,274

715,422

United States .................................................
International ..................................................

95.6 %
4.4 %

96.0 %
4.0 %

95.4 %
4.6 %

Total ..........................................................

100.0 %

Critical accounting policies and estimates

A number of estimates and assumptions affect our reported amounts of assets and liabilities, amounts of sales and
expenses and disclosure of contingent assets and liabilities in our financial statements. On an ongoing basis, we evaluate
these estimates and assumptions based on historical experience and other factors and circumstances. We believe our
estimates and assumptions are reasonable under the circumstances; however, actual results may differ from these estimates.

We believe that the estimates and assumptions discussed below are most important to the portrayal of our financial
condition and results of operations in that they require our most difficult, subjective or complex judgments and form the
basis for the accounting policies deemed to be most critical to our operations.

Revenue recognition

We recognize revenue from product sales when the product is shipped to a customer (generally a distributor), title
and risk of loss has passed to the customer under the terms of sale (FOB shipping point or FOB destination) and collection
is reasonably assured. We do not offer a right of return but will accept returns if we shipped the wrong product or wrong
quantity. Revenue is not recognized on shipments to control states in the U.S. until such time as the product is sold through
to the retail channel.

Accounts receivable

We record trade accounts receivable at net realizable value. This value includes an appropriate allowance for
estimated uncollectible accounts to reflect any loss anticipated on the trade accounts receivable balances and charged to
the allowance for doubtful accounts. We calculate this allowance based on our history of write-offs, level of past due
accounts based on contractual terms of the receivables and our relationships with, and economic status of, our customers.

Inventory valuation

Our inventory, which consists of distilled spirits, non-beverage alcohol products, dry good raw materials (bottles,
cans, labels and caps), packaging, excise taxes, freight and finished goods, is valued at the lower of cost or market, using
the weighted average cost method. We assess the valuation of our inventories and reduce the carrying value of those
inventories that are obsolete or in excess of our forecasted usage to their estimated realizable value. We estimate the net
realizable value of such inventories based on analyses and assumptions including, but not limited to, historical usage, future
demand and market requirements. Reduction to the carrying value of inventories is recorded in cost of goods sold.

Goodwill and other intangible assets

At each of March 31, 2017 and 2016, we had $0.5 million of goodwill that arose from acquisitions. Goodwill
represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable
intangible assets of businesses acquired. Intangible assets with indefinite lives consist primarily of rights, trademarks, trade
names and formulations. We are required to analyze our goodwill and other intangible assets with indefinite lives for
impairment on an annual basis as well as when events and circumstances indicate that an impairment may have occurred.
In testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence
of events or circumstances leads to a determination that it is more likely than not (more than 50%) that the estimated fair
value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that
an impairment is more likely than not, we are then required to perform a quantitative impairment test, otherwise no further
analysis is required. We may also elect not to perform the qualitative assessment and, instead, proceed direct to the
quantitative impairment test. Under the goodwill qualitative assessment, various events and circumstances that would affect
the estimated fair value of a reporting unit are identified, including, but not limited to: prior years’ impairment testing
results, budget to actual results, Company-specific facts and circumstances, industry developments, and the economic
environment.

Under the goodwill two-step quantitative impairment test we evaluate the recoverability of goodwill and indefinite
lived intangible assets at the reporting unit level. In the first step the fair value for the reporting unit is compared to its book
value including goodwill. If the fair value of the reporting unit is less than the book value, a second step is performed which
compares the implied fair value of the reporting unit’s goodwill to the book value of the goodwill. The fair value for the
goodwill is determined based on the difference between the fair values of the reporting units and the net fair values of the
identifiable assets and liabilities of such reporting units. If the fair value of the goodwill is less than the book value, the
difference is recognized as an impairment.

Under the goodwill qualitative assessment at March 31, 2017 and 2016, various events and circumstances that
would affect the estimated fair value of each reporting unit were identified, including, but not limited to: prior years’
impairment testing results, budget to actual results, Company-specific facts and circumstances, industry developments, and
the economic environment. Based on this assessment, we determined that no quantitative assessment was required. We did
not record any impairment on goodwill or other intangible assets for fiscal 2017, 2016 or 2015.

Intangible assets with estimable useful lives are amortized over their respective estimated useful lives to the
estimated residual values and reviewed for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. We are required to amortize intangible assets with estimable useful lives over their
respective estimated useful lives to the estimated residual values and to review intangible assets with estimable useful lives
for impairment in accordance with the Financial Accounting Standards Board Accounting Standards Codification (“ASC”)
310, “Accounting for the Impairment or Disposal of Long-lived Assets.”

Stock-based awards

We follow current authoritative guidance regarding stock-based compensation, which requires all share-based
payments, including grants of stock options and restricted stock, to be recognized in the income statement as an operating
expense, based on their fair values on the grant date. Stock-based compensation was $1.6 million, $1.4 million and $0.8
million for fiscal 2017, 2016 and 2015, respectively. We use the Black-Scholes option-pricing model to estimate the fair
value of options and restricted stock granted. The assumptions used in valuing the options granted during fiscal 2017, 2016
and 2015 are included in note 12 to our accompanying consolidated financial statements.

Fair value of financial instruments

ASC 825, “Financial Instruments”, defines the fair value of a financial instrument as the amount at which the
instrument could be exchanged in a current transaction between willing parties and requires disclosure of the fair value of
certain financial instruments. We believe that there is no material difference between the fair value and the reported
amounts of financial instruments in the balance sheets due to the short-term maturity of these instruments, or with respect
to the debt, as compared to the current borrowing rates available to us.

Results of operations

The following table sets forth, for the periods indicated, the percentage of net sales of certain items in our

consolidated financial statements.

2017

Year ended March 31,
2016

2015

Sales, net ..................................................................
Cost of sales .............................................................

100.0 %
59.0 %

100.0 %
60.5 %

Gross profit ..............................................................

41.0 %

39.5 %

Selling expense ........................................................
General and administrative expense ........................
Depreciation and amortization .................................

26.0 %
11.2 %
1.3 %

26.6 %
10.2 %
1.3 %

100.0 %
62.5 %

37.5 %

26.5 %
11.3 %
1.6 %

Income (loss) from operations .................................

2.5 %

1.4 %

(1.9 )%

Income from equity investment in non-consolidated
affiliate .....................................................................
Foreign exchange gain (loss) ...................................
Interest expense, net .................................................

Income (loss) before provision for income taxes .....
Income tax expense, net ...........................................

Net income (loss) .....................................................
Net income attributable to noncontrolling interests .

Net loss attributable to common shareholders .........

0.1 %
0.1 %
(1.7 )%

0.9 %
(0.2 )%

0.7 %
(1.8 )%

(1.1 )%

0.0 %
(0.3 )%
(1.5 )%

(0.4 )%
(2.0 )%

(2.4 )%
(1.1 )%

(3.5 )%

0.0 %
(0.0 )%
(2.0 )%

(3.8 )%
(2.2 )%

(6.0 )%
(0.6 )%

(6.6 )%

The following is a reconciliation of net loss attributable to common shareholders to EBITDA, as adjusted:

Net loss attributable to common shareholders ...... $
Adjustments:

Interest expense, net ..........................................
Income tax expense, net ....................................
Depreciation and amortization ..........................
EBITDA income (loss) .........................................
Allowance for doubtful accounts ......................
Allowance for obsolete inventory .....................
Stock-based compensation expense ..................
Transaction fees ................................................
Other expense (income), net ..............................
Income from equity investment in non-
consolidated affiliate .........................................
Foreign exchange (income) loss ........................
Net income attributable to noncontrolling
interests .............................................................
EBITDA, as adjusted ............................................

2017

Year ended March 31,
2016

2015

(852,613 ) $

(2,516,368 ) $

(3,799,742 )

1,335,241
187,702
1,030,093
1,700,423
123,200
240,000
1,577,994
346,704
10,660

(51,430 )
(83,707 )

1,088,539
1,450,848
939,513
962,532
61,000
200,000
1,370,556
—
666

(18,667 )
190,867

1,129,047
1,278,999
907,540
(484,156 )
236,000
281,000
787,710
—
(16,602 )

—
4,564

1,359,145
5,222,989

809,662
3,576,616

325,829
1,134,345

Earnings before interest, taxes, depreciation and amortization, or EBITDA, adjusted for allowances for doubtful
accounts and obsolete inventory, stock-based compensation expense, transaction fees, other expense (income), net, income
from equity investment in non-consolidated affiliate, foreign exchange and net income attributable to noncontrolling
interests is a key metric we use in evaluating our financial performance. EBITDA, as adjusted, is considered a non-GAAP
financial measure as defined by Regulation G promulgated by the SEC under the Securities Act of 1933, as amended. We
consider EBITDA, as adjusted, important in evaluating our performance on a consistent basis across various periods. Due
to the significance of non-cash and non-recurring items, EBITDA, as adjusted, enables our Board of Directors and
management to monitor and evaluate the business on a consistent basis. We use EBITDA, as adjusted, as a primary
measure, among others, to analyze and evaluate financial and strategic planning decisions regarding future operating
investments and allocation of capital resources. We believe that EBITDA, as adjusted, eliminates items that are not
indicative of our core operating performance or are based on management’s estimates, such as allowance accounts, are due
to changes in valuation, such as the effects of changes in foreign exchange or do not involve a cash outlay, such as stock-
based compensation expense. Our presentation of EBITDA, as adjusted, should not be construed as an inference that our
future results will be unaffected by unusual or non-recurring items or by non-cash items, such as stock-based compensation,
which is expected to remain a key element in our long-term incentive compensation program. EBITDA, as adjusted, should
be considered in addition to, rather than as a substitute for, income from operations, net income and cash flows from
operating activities.

Our EBITDA, as adjusted, improved to $5.2 million for the year ended March 31, 2017, as compared to $3.6
million for the prior fiscal year, primarily as a result of our increased sales and gross profit. Our EBITDA, as adjusted,
improved to $3.6 million for the year ended March 31, 2016, as compared to $1.1 million for the prior year, primarily as a
result of our increased sales and gross profit.

Fiscal 2017 compared with fiscal 2016

Net sales. Net sales increased 7.0% to $77.3 million for the year ended March 31, 2017, as compared to $72.2
million for the prior fiscal year, primarily due to U.S. sales growth of Jefferson’s bourbons and Goslings Stormy Ginger
Beer, partially offset by decreases in vodka and international Irish whiskey sales. For the year ended March 31, 2017, sales
of our Goslings Stormy Ginger Beer increased 23.3% to $20.0 million. We anticipate continued growth of Goslings Stormy
Ginger Beer in the near term due to the popularity of cocktails containing ginger beer, Goslings brand awareness and the
distribution to large national and regional retailers and on-premise accounts, although there is no assurance that we will
attain such results. We continue to focus on our faster growing brands and markets, both in the U.S. and internationally.

The table below presents the increase or decrease, as applicable, in case sales by spirits product category for the

year ended March 31, 2017 as compared to the year ended March 31, 2016:

Increase/(decrease)
in case sales

Percentage
increase/(decrease)

Overall

U.S.

Overall

U.S.

Rum ...........................................
Whiskey .....................................
Liqueur.......................................
Vodka.........................................
Tequila .......................................
Total ...........................................

216
(767 )
2,191
(11,701 )
90
(9,971 )

2,046
7,356
2,213
(11,231 )
90
474

0.1 %
(0.7 )%
2.4 %
(26.8 )%
8.7 %
(2.3 )%

1.5 %
9.8 %
2.4 %
(28.1 )%
8.7 %
0.1 %

Our international spirits case sales as a percentage of total spirits case sales decreased to 18.0% for the year ended
March 31, 2017 as compared to 20.1% for the prior fiscal year, primarily due to decreased Irish whiskey and rum sales in
certain international markets resulting in part from the timing of shipments to large retailers in Great Britain and
Scandinavia.

The following table presents the increase in case sales of related non-alcoholic beverage products for the year

ended March 31, 2017 as compared to the year ended March 31, 2016:

Increase
in case sales

Percentage
Increase

Overall

U.S.

Overall

U.S.

Related Non-Alcoholic Beverage
Products .......................................

272,606

255,967

24.4 %

23.9 %

Gross profit. Gross profit increased 11.0% to $31.7 million for the year ended March 31, 2017 from $28.6 million
for the prior fiscal year, while gross margin increased to 41.0% for the year ended March 31, 2017 as compared to 39.5%
for the prior fiscal year. The increase in gross profit was primarily due to increased aggregate revenue in the current period.
During each of the years ended March 31, 2017 and 2016, we recorded additions to allowance for obsolete and slow moving
inventory of $0.2 million. We recorded these write-offs and allowances on both raw materials and finished goods, primarily
in connection with label and packaging changes made to certain brands, as well as certain cost estimates and variances.
The net charges have been recorded as an increase to cost of sales in the relevant period. Net of the allowances for obsolete
inventories, gross margin for the year ended March 31, 2017 was 41.2% as compared to 39.8% for the prior-year period.

Selling expense. Selling expense increased 4.7% to $20.1 million for the year ended March 31, 2017 from $19.2
million for the prior fiscal year, primarily due to a $0.3 million increase in advertising, marketing and promotion expense
related to the timing of certain sales and marketing programs, including Goslings’ sponsorship of the 35th America’s Cup,
and a $0.9 million increase in salaries and personnel expense due to increased staff and compensation costs, including a
$0.2 million increase in travel and entertainment expense, partially offset by a $0.3 million decrease in shipping costs from
lower sales volume. Selling expense as a percentage of net sales decreased to 26.0% for the year ended March 31, 2017 as
compared to 26.6% for the prior fiscal year due to increased sales.

General and administrative expense. General and administrative expense increased 17.0% to $8.6 million for the
year ended March 31, 2017 from $7.4 million for the prior fiscal year, primarily due to a $0.5 million increase in salaries
and personnel expense due to increased staff and compensation costs, $0.3 million increase in professional fees due to the
GCP Share Acquisition, and a $0.1 million increase each in insurance costs, occupancy expense and stock compensation
expense for our Board of Directors. Increased revenue for the year partially offset the increase in general and administrative
expenses, which resulted in general and administrative expense as a percentage of net sales increasing to 11.2% for the
year ended March 31, 2017 as compared to 10.2% for the prior fiscal year.

Depreciation and amortization. Depreciation and amortization was $1.0 million for the year ended March 31,

2017 as compared to $0.9 million for the prior fiscal year.

Income from operations. As a result of the foregoing, we had income from operations of $1.9 million for the year
ended March 31, 2017 as compared to income from operations of $1.0 million for the prior fiscal year. As a result of our
focus on our stronger growth markets and better performing brands, and expected growth from our existing brands, we
anticipate improved results of operations in the near term as compared to prior years, although there is no assurance that
we will attain such results.

Income tax expense, net. Income tax expense, net is the estimated tax expense primarily attributable to the net
taxable income recorded by our GCP subsidiary, adjusted for changes in the deferred tax asset and deferred tax liability
during the periods, and was net expense of ($0.2) million for the year ended March 31, 2017 as compared to net expense
of ($1.5) million for the prior fiscal year. The net tax expense for the year ended March 31, 2017 is net of a $0.4 million
tax benefit from the change in our deferred tax liability.

Foreign exchange gain (loss). Foreign exchange gain for the year ended March 31, 2017 was $0.1 million as
compared to a loss of ($0.2) million for the prior fiscal year due to the net effects of fluctuations of the U.S. dollar against
the Euro and its impact on our Euro-denominated intercompany balances due to our foreign subsidiaries for inventory
purchases.

Interest expense, net. We had interest expense, net of ($1.3) million for the year ended March 31, 2017 as
compared to ($1.1) million for the prior fiscal year due to balances outstanding under our credit facilities. Due to expected
borrowings under credit facilities to finance additional purchases of aged whiskies in support of the growth of our
Jefferson’s bourbons and other working capital needs, we expect interest expense, net to increase in the near term as
compared to prior years.

Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests was $1.4
million for the year ended March 31, 2017 as compared to $0.8 million for the prior fiscal year, both the result of net
income allocated to the 40.0% noncontrolling interests in GCP. The change in noncontrolling interests from our acquisition
of an additional 20.1% of GCP occurred at the end of March 2017 and was immaterial on our results.

Net loss attributable to common shareholders. As a result of the net effects of the foregoing, net loss attributable
to common shareholders improved to ($0.9) million for the year ended March 31, 2017 as compared to ($2.5) million for
the prior fiscal year. Net loss per common share, basic and diluted, was ($0.01) per share for the year ended March 31,
2017 as compared to ($0.02) for the prior fiscal year.

Fiscal 2016 compared with fiscal 2015

Net sales. Net sales increased 25.7% to $72.2 million for the year ended March 31, 2016, as compared to $57.5
million for the prior fiscal year, due to sales growth of our Jefferson’s portfolio and our Goslings rum and Goslings Stormy
Ginger Beer, partially offset by decreases in sales of vodka. Also, for the year ended March 31, 2016, sales of our Goslings
Stormy Ginger Beer increased by 400,223 cases, or 56.0%, overall, including a 388,354 case increase, or 57.0%, in U.S.
case sales as compared to the prior year. We anticipate continued growth of Goslings Stormy Ginger Beer in the near term
due to the popularity of cocktails containing ginger beer and Goslings brand awareness, although there is no assurance that
we will attain such results. We continue to focus on our faster growing brands and markets, both in the U.S. and
internationally.

The table below presents the increase or decrease, as applicable, in case sales by spirits product category for the

year ended March 31, 2016 as compared to the year ended March 31, 2015:

Increase/(decrease)
in case sales

Percentage
increase/(decrease)

Overall

U.S.

Overall

U.S.

Rum ...........................
Whiskey .....................
Liqueur .......................
Vodka .........................
Tequila .......................
Other spirits ...............

9,509
25,277
1,641
(2,739 )
(72 )
(14 )

9,452
20,734
2,644
(2,068 )
(72 )
(14 )

5.6 %
29.8 %
1.8 %
(5.9 )%
(6.5 )%
(100.0 )%

7.6 %
38.4 %
3.0 %
(4.9 )%
(6.5 )%
(100.0 )%

Total ...........................

33,602

30,676

8.6 %

9.9 %

Our international spirits case sales as a percentage of total spirits case sales decreased to 20.1% for the year ended
March 31, 2016 as compared to 21.0% for the prior year, primarily due to the timing of shipments of rum to our international
wholesaler.

The following table presents the increase in case sales of related non-alcoholic beverage products for the year

ended March 31, 2016 as compared to the year ended March 31, 2015:

Increase
in case sales

Percentage
increase

Overall

U.S.

Overall

U.S.

Related Non-Alcoholic Beverage
Products .......................................

399,852

387,983

55.9 %

56.9 %

Gross profit. Gross profit increased 32.4% to $28.6 million for the year ended March 31, 2016 from $21.6 million
for the prior fiscal year, and our gross margin increased to 39.5% for the year ended March 31, 2016 compared to 37.5%
for the prior year. The increase in gross profit was primarily due to increased sales volume and revenue in the current
period, while the increase in gross margin was due to increased sales of our more profitable brands, in particular the
Jefferson’s bourbons, partially offset by increased sales of lower-margin Goslings Stormy Ginger Beer. During the year
ended March 31, 2016, we recorded an addition to allowance for obsolete and slow moving inventory of $0.2 million, as
compared to $0.3 million for the prior fiscal year. We recorded these allowances on both raw materials and finished goods,
primarily in connection with label and packaging changes made to certain brands, as well as certain cost variances. The net
charges have been recorded as an increase to cost of sales in the relevant period. Net of the allowance for obsolete inventory,
our gross margin for the year ended March 31, 2016 was 39.8% as compared to 38.0% for the prior year.

Selling expense. Selling expense increased 26.0% to $19.2 million for the year ended March 31, 2016 from $15.3
million for the prior year, primarily due to a $2.7 million increase in advertising, marketing and promotion expense related
to increased sales volume and the timing of certain sales and marketing programs, including the 35th America’s Cup
sponsorship, and a $1.3 million increase in employee costs. The increase in sales resulted in selling expense as a percentage
of net sales remaining relatively constant at 26.6% for the year ended March 31, 2016 as compared to 26.5% for the prior
fiscal year.

General and administrative expense. General and administrative expense increased 13.8% to $7.4 million for the
year ended March 31, 2016 from $6.5 million for the prior year, primarily due to a $0.5 million increase in employee
expense, a $0.4 million increase in professional fees and a $0.4 million increase in stock-based compensation expense,
offset by a $0.2 million decrease in provision for bad debts and a $0.1 million decrease in insurance expense. Increased
sales resulted in general and administrative expense as a percentage of net sales decreasing to 10.2% for the year ended
March 31, 2016 as compared to 11.3% for the prior fiscal year. As a result of our becoming an accelerated filer in fiscal
2015, we experienced increased general and administrative expense due to the costs and fees associated with the additional
regulatory requirements.

Depreciation and amortization. Depreciation and amortization was $0.9 million for each of the years ended March

31, 2016 and 2015.

Income (loss) from operations. As a result of the foregoing, results from operations improved to income of $1.0
million for the year ended March 31, 2016 as compared to a loss of ($1.1) million for the prior year. As a result of our
focus on our stronger growth markets and better performing brands, and expected growth from our existing brands, we
anticipate improved results of operations in the near term as compared to prior years, although there is no assurance that
we will attain such results.

Income tax expense, net. Income tax expense, net is the estimated tax expense attributable to the net taxable income
recorded by our 60% owned subsidiary, GCP, adjusted for changes in the deferred tax asset and deferred tax liability during
the periods, and was net expense of ($1.5) million for the year ended March 31, 2016 as compared to net expense of ($1.3)
million for the prior year.

Foreign exchange loss. Foreign exchange loss for the year ended March 31, 2016 was ($0.2) million as compared
to a de minimis loss for the prior fiscal year due to the net effects of fluctuations of the U.S. dollar against the Euro and its
impact on our Euro-denominated intercompany balances due to our foreign subsidiaries for inventory purchases.

Interest expense, net. We had interest expense, net of ($1.1) million for each of the years ended March 31, 2016
and 2015 due to balances outstanding under our credit facilities. Due to expected borrowings under credit facilities to
finance additional purchases of aged whiskies in support of the growth of our Jefferson’s bourbons and other working
capital needs, we expect interest expense, net to increase in the near term as compared to prior years.

Net income attributable to noncontrolling interests. Net income attributable to noncontrolling interests was ($0.8)
million for the year ended March 31, 2016 as compared to ($0.3) million for the prior year, both the result of allocated net
income recorded by our 60% owned subsidiary, GCP.

Net loss attributable to common shareholders. As a result of the net effects of the foregoing, net loss attributable
to common shareholders improved to ($2.5) million for the year ended March 31, 2016 as compared to ($3.8) million for
the prior year. Net loss per common share, basic and diluted, was ($0.02) per share for each of the years ended March 31,
2016 and 2015.

Liquidity and capital resources

Overview

Since our inception, we have incurred significant operating and net losses and have not generated positive cash
flows from operations. For the year ended March 31, 2017, we had net income of $0.5 million, and used cash of $1.7
million in operating activities. As of March 31, 2017, we had cash and cash equivalents of $0.6 million and had an
accumulated deficit of $148.2 million.

Existing Financing

We and our wholly-owned subsidiary, CB-USA, are parties to an Amended and Restated Loan and Security
Agreement (as amended, the “Loan Agreement”) with ACF FinCo I LP (“ACF”), which provides for availability (subject
to certain terms and conditions) of a facility (the “Credit Facility”) to provide us with working capital, including capital to
finance purchases of aged whiskeys in support of the growth of our Jefferson’s bourbons, in the amount of $19.0 million,
including a sublimit in the maximum principal amount of $7.0 million to permit us to acquire aged whiskey inventory (the
“Purchased Inventory Sublimit”) subject to certain conditions set forth in the Loan Agreement. The Credit Facility matures
on July 31, 2019 (the “Maturity Date”). The monthly facility fee is 0.75% per annum of the maximum Credit Facility
amount (excluding the Purchased Inventory Sublimit).

Pursuant to the Loan Agreement, we and CB-USA may borrow up to the lesser of (x) $19.0 million and (y) the
sum of the borrowing base calculated in accordance with the Loan Agreement and the Purchased Inventory Sublimit. We
and CB-USA may prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to
certain prepayment penalties as set forth in the Loan Agreement. The Purchased Inventory Sublimit replaced our bourbon
term loan (the “Bourbon Term Loan”), which was paid in full in May 2015.

In connection with the Loan Agreement, we entered into a Reaffirmation Agreement with (i) certain of our
officers, including John Glover, our Chief Operating Officer, T. Kelley Spillane, our Senior Vice President - Global Sales,
and Alfred J. Small, our Senior Vice President, Chief Financial Officer, Treasurer & Secretary and (ii) certain junior lenders
of ours, including Frost Gamma Investments Trust, an entity affiliated with Phillip Frost, M.D., a director of ours and a
principal shareholder of ours, Mark E. Andrews, III, a director of ours and our Chairman, an affiliate of Richard J. Lampen,
a director of ours and our President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of ours,
Dennis Scholl, a former director of ours, and Vector Group Ltd., a more than 5% shareholder of ours, of which Richard
Lampen is an executive officer, Henry Beinstein, a director of ours, is a director and Phillip Frost, M.D. is a principal
shareholder, which, among other things, reaffirms the existing Validity and Support Agreements by and among each
officer, us and ACF.

ACF required as a condition to entering into an amendment to the Loan Agreement in August 2015 that ACF enter
into a participation agreement with certain related parties of ours, including Frost Gamma Investments Trust ($150,000),
Mark E. Andrews, III ($50,000), Richard J. Lampen ($100,000), Brian L. Heller, our Special Counsel and Assistant
Secretary ($42,500), and Alfred J. Small ($15,000), to allow for the sale of participation interests in the Purchased Inventory
Sublimit and the inventory purchased with the proceeds thereof. The participation agreement provides that ACF’s
commitment to fund each advance of the Purchased Inventory Sublimit shall be limited to seventy percent (70%), up to an
aggregate maximum principal amount for all advances equal to $4.9 million. Under the terms of the participation
agreement, the participants receive interest at the rate of 11% per annum. We are not a party to the participation agreement.
However, we and CB-USA are party to a fee letter with the junior participants (including the related party junior
participants) pursuant to which we and CB-USA were obligated to pay the junior participants a closing fee of $18,000 on
the effective date of the amendment to the Loan Agreement and are obligated to pay a commitment fee of $18,000 on each
anniversary of the effective date until the junior participants’ obligations are terminated pursuant to the participation
agreement.

We may borrow up to the maximum amount of the Credit Facility, provided that we have a sufficient borrowing
base (as defined in the Loan Agreement). The Credit Facility interest rate (other than with respect to the Purchased
Inventory Sublimit) is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate
plus 5.50% and (c) 6.0%. The interest rate applicable to the Purchased Inventory Sublimit is the rate, that when annualized,
is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. Interest is payable monthly
in arrears, on the first day of every month on the average daily unpaid principal amount of the Credit Facility. After the
occurrence and during the continuance of any “Default” or “Event of Default” (as defined under the Loan Agreement) we
are required to pay interest at a rate that is 3.25% per annum above the then applicable Credit Facility interest rate. The
Loan Agreement contains EBITDA targets allowing for further interest rate reductions in the future. The Credit Facility
currently bears interest at 6.5% (reflecting a discount for achieving one such EBITDA target) and the Purchased Inventory
Sublimit currently bears interest at 8.25%. We are required to pay down the principal balance of the Purchased Inventory
Sublimit within 15 banking days from the completion of a bottling run of bourbon from our bourbon inventory stock
purchased with funds borrowed under the Purchased Inventory Sublimit in an amount equal to the purchase price of such
bourbon. The unpaid principal balance of the Credit Facility, all accrued and unpaid interest thereon, and all fees, costs and
expenses payable in connection with the Credit Facility, are due and payable in full on the Maturity Date. In addition to
closing fees, ACF receives facility fees and a collateral management fee (each as set forth in the Loan Agreement). Our
obligations under the Loan Agreement are secured by the grant of a pledge and a security interest in all of our assets.

In January 2017, we acquired $1.0 million in aged bulk bourbon purchased under the Purchased Inventory
Sublimit. Certain related parties, including Frost Gamma Investments Trust ($51,500), Richard J. Lampen ($34,333), Mark
E. Andrews, III ($17,167), Brian L. Heller ($14,592) and Alfred J. Small ($5,150), were junior participants in the Purchased
Inventory Sublimit with respect to such purchase.

The Loan Agreement contains standard borrower representations and warranties for asset-based borrowing and a
number of reporting obligations and affirmative and negative covenants. The Loan Agreement includes negative covenants
that, among other things, restrict our ability to create additional indebtedness, dispose of properties, incur liens, and make
distributions or cash dividends. At March 31, 2017, we were in compliance, in all material respects, with the covenants
under the Loan Agreement.

In March 2017, we issued a promissory note to Frost Nevada Investments Trust (the “Holder”), an entity affiliated
with Phillip Frost, M.D., in the aggregate principal amount of $20.0 million (the “Subordinated Note”). The purpose of the
Subordinated Note was to finance the GCP Share Acquisition. The Note bears interest quarterly at the rate of 11% per
annum. The principal and interest accrued thereon is due and payable in full on March 15, 2019. All claims of the Holder
to principal, interest and any other amounts owed under the Subordinated Note are subordinated in right of payment to all
indebtedness of the Company existing as of the date of the Subordinated Note. The Subordinated Note contains customary
events of default and may be prepaid by the Company, in whole or in part, without penalty, at any time.

In December 2009, GCP issued a promissory note in the aggregate principal amount of $0.2 million to Gosling’s
Export in exchange for credits issued on certain inventory purchases. This note matures on April 1, 2020, is payable at
maturity, subject to certain acceleration events, and calls for annual interest of 5%, to be accrued and paid at maturity.

We have arranged various credit facilities aggregating €0.3 million or $0.3 million (translated at the December
31, 2016 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance, customs and excise
guaranty, and a revolving credit facility. These facilities are payable on demand, continue until terminated by either party,
are subject to annual review, and call for interest at the lender’s AA1 Rate minus 1.70%. We have deposited €0.3 million
or $0.3 million (translated at the March 31, 2017 exchange rate) with the bank to secure these borrowings.

In October 2013, we issued an aggregate principal amount of $2.1 million of unsecured 5% convertible
subordinated notes (the “Convertible Notes”). We used a portion of the proceeds to finance the acquisition of additional
bourbon inventory in support of the growth of our Jefferson’s bourbon brand.

The Convertible Notes bear interest at a rate of 5% per annum and mature on December 15, 2018. The Convertible
Notes, and accrued but unpaid interest thereon, are convertible in whole or in part from time to time at the option of the
holders thereof into shares of our common stock, par value $0.01 per share (“Common Stock”), at a conversion price of
$0.90 per share (the “Conversion Price”). The Convertible Notes may be prepaid in whole or in part at any time without
penalty or premium, but with payment of accrued interest to the date of prepayment. The Convertible Notes contain
customary events of default, which, if uncured, entitle each noteholder to accelerate the due date of the unpaid principal
amount of, and all accrued and unpaid interest on, the Convertible Notes. The Convertible Note purchasers included certain
related parties of ours, including an affiliate of Dr. Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate
of Richard J. Lampen ($50,000) and Vector Group Ltd. ($200,000).

We may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest thereon if (i)
the average daily volume of the Common Stock (as reported on the principal market or exchange on which the Common
Stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted average price of the
Common Stock for at least twenty (20) trading days during any thirty (30) consecutive trading day period exceeds 250%
of the then-current Conversion Price. Any forced conversion will be applied ratably to the holders of all Convertible Notes
based on each holder’s then-current note holdings.

In November 2014, we entered into a distribution agreement (the “2014 Distribution Agreement”) with Barrington
Research Associates, Inc. (“Barrington”) as sales agent, under which we may issue and sell over time and from time to
time, to or through Barrington, shares (the “Shares”) of our Common Stock having a gross sales price of up to $10.0
million.

Sales of the Shares pursuant to the 2014 Distribution Agreement may be effected by any method permitted by law
deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including
without limitation directly on the NYSE MKT LLC or any other existing trading market for the Common Stock or through
a market maker, up to the amount specified, and otherwise to or through Barrington in accordance with the placement
notices delivered by us to Barrington. Also, with our prior consent, some of the Shares issued pursuant to the 2014
Distribution Agreement may be sold in privately negotiated transactions.

No shares were issued in the fiscal year ended March 31, 2017 under the 2014 Distribution Agreement. As of June
9, 2017, Shares having a gross sales price of up to approximately $4.7 million remained available for issuance pursuant to
the 2014 Distribution Agreement.

Liquidity Discussion

As of March 31, 2017, we had shareholders’ equity of $4.5 million as compared to $22.2 million at March 31,
2016. This decrease in shareholders’ equity was due to our $0.4 million total comprehensive income for the year ended
March 31, 2017, offset by our $22.4 million GCP Share Acquisition (comprised of $20 million in cash and 1.8 million
shares of Common Stock), partially offset by the exercise of stock options and stock-based compensation expense of $1.6
million.

We had working capital of $31.2 million at March 31, 2017 as compared to $27.9 million at March 31, 2016,
primarily due to a $4.1 million increase in inventory, a $2.1 million increase in prepaid expenses and a $1.1 million increase
in accounts receivable, which was partially offset by net income of $0.5 million, a $2.2 million increase in accounts payable
and accrued expenses, stock based compensation expense of $1.6 million, a $0.8 million increase in due to related parties
and depreciation and amortization expense of $1.0 million.

As of March 31, 2017, we had cash and cash equivalents of approximately $0.6 million, as compared to $1.4
million as of March 31, 2016. The decrease is primarily attributable to the funding of our operations and working capital
needs. At March 31, 2017 and 2016, we also had approximately $0.3 million of cash restricted from withdrawal and held
by a bank in Ireland as collateral for overdraft coverage, creditors’ insurance, revolving credit and other working capital
purposes.

The following may materially affect our liquidity over the near-to-mid term:

continued cash losses from operations;

●
● our ability to obtain additional debt or equity financing should it be required;
●

an increase in working capital requirements to finance higher levels of inventories and accounts
receivable;

● our ability to maintain and improve our relationships with our distributors and our routes to market;
● our ability to procure raw materials at a favorable price to support our level of sales;
● potential acquisitions of additional brands; and
●

expansion into new markets and within existing markets in the U.S. and internationally.

We continue to implement sales and marketing initiatives that we expect will generate cash flows from operations
in the next few years. We seek to grow our business through expansion to new markets, growth in existing markets and
strengthened distributor relationships. As our brands continue to grow, our working capital requirements will increase. In
particular, the growth of our Jefferson’s brands requires a significant amount of working capital relative to our other brands,
as we are required to purchase and hold ever increasing amounts of aged bourbon to meet growing demand. While we are
seeking solutions to our long-term bourbon supply needs, we are required to purchase and hold several years’ worth of
aged bourbon in inventory until such time as it is aged to our specific brand taste profiles, increasing our working capital
requirements and negatively impacting cash flows.

We may also seek additional brands and agency relationships to leverage our existing distribution platform. We
intend to finance any such brand acquisitions through a combination of our available cash resources, borrowings and, in
appropriate circumstances, additional issuances of equity and/or debt securities. Acquiring additional brands could have a
significant effect on our financial position, could materially reduce our liquidity and could cause substantial fluctuations
in our quarterly and yearly operating results. We continue to control expenses, seek improvements in routes to market and
contain production costs to improve cash flows.

We intend to restructure a portion of our debt, including the Convertible Notes and Subordinated Note, by a
combination of expanding and extending the Loan Agreement and Credit Facility with ACF, extending the term of the
existing notes, converting some or all of the debt to equity or paying down the debt with funds that may be raised 2014
Distribution Agreement. If we are unable to restructure or refinance our debt, or are unable to raise equity on terms that are
acceptable to us, it could have a significant effect on our financial position, could materially reduce our liquidity and could
cause substantial fluctuations in our quarterly and yearly operating results.

As of March 31, 2017, we had borrowed $13.1 million of the $19.0 million available under the Credit Facility,
including $3.5 million of the $7.0 million available under the Purchased Inventory Sublimit, leaving $2.3 million in
potential availability for working capital needs under the Credit Facility and $3.5 million available for aged whiskey
inventory purchases. As of June 9, 2017, we had borrowed $13.1 million of the $19.0 million available under the Credit
Facility, including $3.1 million of the $7.0 million available under the Purchased Inventory Sublimit, leaving $2.0 million
in potential availability for working capital needs under the Credit Facility and $3.9 million available for aged whiskey
inventory purchases. We believe our current cash and working capital, the availability under the Credit Facility and the
additional funds that may be raised under the 2014 Distribution Agreement will enable us to fund our losses until we
achieve profitability, ensure continuity of supply of our brands, and support new brand initiatives and marketing programs
through at least June 2018.

Cash flows

The following table summarizes our primary sources and uses of cash during the periods presented:

2017

Year ended March 31,
2016
(in thousands)

2015

Net cash provided by (used in):

Operating activities ..................................................... $
Investing activities ......................................................
Financing activities .....................................................

(1,723 ) $
(20,374 )
21,281

(2,854 ) $
(990 )
4,087

Effect of foreign currency translation .........................

(3 )

(4 )

Net (decrease) increase in cash and cash equivalents .. $

(819 ) $

239 $

(8,852 )
(495 )
9,627

283

Operating activities. A substantial portion of available cash has been used to fund our operating activities. In
general, these cash funding requirements are based on operating losses, driven chiefly by the costs in maintaining our
distribution system and our sales and marketing activities. We have also utilized cash to fund our inventories. In general,
these cash outlays for inventories are only partially offset by increases in our accounts payable to our suppliers.

On average, the production cycle for our owned brands is up to three months from the time we obtain the distilled
spirits and other materials needed to bottle and package our products to the time we receive products available for sale, in
part due to the international nature of our business. We do not produce Goslings rums or ginger beer, Pallini liqueurs, Arran
Scotch whiskies, Tierras tequila or Gozio amaretto. Instead, we receive the finished product directly from the owners of
such brands. From the time we have products available for sale, an additional two to three months may be required before
we sell our inventory and collect payment from customers. Further, our inventory at March 31, 2017 included significant
additional stores of aged bourbon purchased in advance of forecasted production requirements. We expect to use the aged
bourbon in the normal course of future sales, generating positive cash flows in future periods.

During the year ended March 31, 2017, net cash used in operating activities was $1.7 million, consisting primarily
of a $4.3 million increase in inventory, a $2.1 million increase in prepaid expenses and a $1.2 million increase in accounts
receivable. These uses of cash were partially offset by $0.5 million in net income, a $2.2 million increase in accounts
payable and accrued expenses, stock based compensation expense of $1.6 million, a $0.8 million increase in due to related
parties and depreciation and amortization expense of $1.0 million.

During the year ended March 31, 2016, net cash used in operating activities was $2.9 million, consisting primarily
of a net loss of $1.7 million, a $6.5 million increase in inventory, a $0.6 million decrease in due to related parties and a
$0.1 million increase in prepaid expenses and supplies. These uses of cash were partially offset by a $3.2 million increase
in accounts payable and accrued expense, a $0.1 million increase in due from affiliates, stock based compensation expense
of $1.4 million and depreciation and amortization expense of $0.9 million.

During the year ended March 31, 2015, net cash used in operating activities was $8.9 million, consisting primarily
of a $7.2 million increase in inventory, a net loss of $3.5 million, a $0.3 million increase in other assets and a $1.7 million
increase in accounts receivable. These uses of cash were partially offset by a $1.3 million increase in accounts payable and
accrued expenses, a $0.1 million decrease in prepaid expenses, stock based compensation expense of $0.8 million,
depreciation and amortization expense of $0.9 million, a provision for obsolete inventories of $0.3 million and $0.3 million
in deferred income tax expense, net.

Investing Activities. Net cash used in investing activities was $20.4 million for the year ended March 31, 2017,
consisting of the $20.0 million cash consideration used in the GCP Share Acquisition and $0.4 million used in the
acquisition of fixed and intangible assets.

Net cash used in investing activities was $1.0 million for the year ended March 31, 2016, representing a $0.5

million investment in Copperhead Distillery and $0.5 million used in the acquisition of fixed and intangible assets.

Net cash used in investing activities was $0.5 million for the year ended March 31, 2015, representing $0.5 million

used in the acquisition of fixed and intangible assets.

Financing activities. Net cash provided by financing activities for the year ended March 31, 2017 was $21.3
million, consisting of $20.0 million in proceeds from the issuance of the 11% Subordinated Note, $1.0 million in net
proceeds from the Credit Facility and $0.3 million from the exercise of stock options.

Net cash provided by financing activities for the year ended March 31, 2016 was $4.1 million, consisting primarily
of $3.1 million in net proceeds from the issuance of Common Stock pursuant to the 2014 Distribution Agreement, $2.0
million in net proceeds from the Credit Facility and $0.4 million from the exercise of Common Stock options, partially
offset by $0.7 million paid on the Bourbon Term Loan and $0.6 million in dividends paid to non-controlling interests of
GCP.

Net cash provided by financing activities for the year ended March 31, 2015 was $9.6 million, consisting of $8.2
million in net proceeds from the Credit Facility, $3.1 million in net proceeds from the issuance of Common Stock under
our distribution agreements with Barrington, $0.6 million in proceeds from the exercise of 2011 Warrants and $0.2 million
in proceeds from the exercise of stock options, partially offset by the $1.25 million repayment of a junior loan and the $1.3
million paid on the Bourbon Term Loan.

Obligations and commitments

The table sets forth our contractual commitments as of March 31, 2017:

Contractual Obligations

Less than 1
year

Payments due by period

1 - 3 years

4 - 5 years

After 5 years

Total

(In thousands)

Long-term debt obligations (1) $
Supply agreements (2) .............
Operating leases (3) .................
Total ................................ $

3,211 $
3,613
385
7,209 $

38,216 $
3,720
682
42,618 $

212 $
3,048
-
3,260 $

- $
9,494
-
9,494 $

41,639
19,875
1,067
62,581

Interest payments are based on current interest rates at March 31, 2017. Debt principal and debt interest represent
principal and interest to be paid on our revolving credit facility based on the balance outstanding as of March 31, 2017.
Interest on the revolving credit facility is calculated using the prevailing rates as of March 31, 2017. Our estimate assumes
that we will maintain the same levels of indebtedness and financial performance through the credit facility’s maturity in
July 2019.

(1) Long-term debt obligations. For more information concerning our long-term debt, see “Liquidity and

Capital Resources” above and note 8 to our accompanying consolidated financial statements.

(2) Supply agreements. For a discussion of our supply agreements, see note 14 to our accompanying

consolidated financial statements.

(3) Operating leases. For a discussion of our operating leases, please see note 14 E to our accompanying

consolidated financial statements.

Currency Translation

Where in this annual report we refer to amounts in Euros or British Pounds, we have for your convenience also in
certain cases provided a conversion of those amounts to U.S. Dollars in parentheses. Where the numbers refer to a specific
balance sheet account date or financial statement account period, we have used the exchange rate that was used to perform
the conversions in connection with the applicable financial statement. In all other instances, unless otherwise indicated, the
conversions have been made using the exchange rates as of March 31, 2017, each as calculated from the Interbank exchange
rates as reported by Oanda.com. On March 31, 2017, the exchange rate of the Euro and the British Pound in exchange for
U.S. Dollars was €1.00 = U.S.$1.06816 (equivalent to U.S.$1.00 = €0.93618) and £1.00 = U.S.$1.24866 (equivalent to
U.S.$1.00 = £0.80086).

These conversions should not be construed as representations that the Euro and British Pound amounts actually

represent U.S. Dollar amounts or could be converted into U.S. Dollars at the rates indicated.

Impact of inflation

We believe that our results of operations are not materially impacted by moderate changes in the inflation rate.
Inflation and changing prices did not have a material impact on our operations during fiscal 2017, 2016 or 2015. Severe
increases in inflation, however, could affect the global and U.S. economies and could have an adverse impact on our
business, financial condition and results of operations.

Recent accounting pronouncements

We discuss recently issued and adopted accounting standards in the “Accounting standards adopted” and “Recent

accounting pronouncements” sections of note 1 to our accompanying consolidated financial statements.

Cautionary Note Regarding Forward-Looking Statements

This annual report includes certain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. These statements, which involve risks and uncertainties, relate 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. We use words such as “may”, “will”, “should”, “expects”, “intends”, “plans”, “anticipates”, “believes”,
“estimates”, “seeks”, “predicts”, “could”, “projects”, “potential” and similar terms and phrases, including references to
assumptions, in this report to identify forward-looking statements. 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 and other factors include those listed under “Risk Factors” and as follows:

● our history of losses;
●

recent worldwide and domestic economic trends and financial market conditions could adversely impact
our financial performance;

● our potential need for additional capital, which, if not available on acceptable terms or at all, could restrict

our future growth and severely limit our operations;

● our brands could fail to achieve more widespread consumer acceptance, which may limit our growth;
● our dependence on a limited number of suppliers, who may not perform satisfactorily or may end their
relationships with us, which could result in lost sales, incurrence of additional costs or lost credibility in
the marketplace;

● our annual purchase obligations with certain suppliers;

●

the failure of even a few of our independent wholesale distributors to adequately distribute our products
within their territories could harm our sales and result in a decline in our results of operations;

●

● our need to maintain a relatively large inventory of our products to support customer delivery
requirements, which could negatively impact our operations if such inventory is lost due to theft, fire or
other damage;
the potential limitation to our growth if we are unable to identify and successfully acquire additional
brands that are complementary to our existing portfolio, or integrate such brands after acquisitions;
currency exchange rate fluctuations and devaluations may significantly adversely affect our revenues,
sales, costs of goods and overall financial results;

●

● our business and stock price may be adversely affected if we have material weaknesses or significant

●

●
●

●

deficiencies in our internal control over financial reporting;
the possibility that we or our strategic partners will fail to protect our respective trademarks and trade
secrets, which could compromise our competitive position and decrease the value of our brand portfolio;
the possibility that we cannot secure and maintain listings in control states, which could cause the sales
of our products to decrease significantly;
an impairment in the carrying value of our goodwill or other acquired intangible assets could negatively
affect our operating results and shareholders’ equity;
changes in consumer preferences and trends could adversely affect demand for our products;
there is substantial competition in our industry and the many factors that may prevent us from competing
successfully;
adverse changes in public opinion about alcohol could reduce demand for our products;
class action or other litigation relating to alcohol misuse or abuse could adversely affect our business;
and
adverse regulatory decisions and legal, regulatory or tax changes could limit our business activities,
increase our operating costs and reduce our margins.

We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to
update the reasons actual results could differ materially from those anticipated in, or implied by, these forward-looking
statements, even if new information becomes available in the future.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Market risk

We are exposed to market risks arising from changes in market rates and prices, including movements in interest
rates and foreign currency exchange rates. We do not enter into derivatives or other financial instruments for trading or
speculative purposes. In the future, we may enter into financial instruments to manage and reduce the impact of changes
in interest rates and foreign currency exchange rates, although we do not currently have any such instruments in place. The
following is additional information about the market risks we are exposed to and how we manage these risks:

Interest rate risk

Interest on our Credit Facility (other than with respect to the Purchased Inventory Sublimit) is charged at the rate
that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate plus 5.50% and (c) 6.00%. The
interest rate applicable to the Purchased Inventory Sublimit is the rate that, when annualized, is the greatest of (a) the Prime
Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and (c) 7.50%. As of March 31, 2017, we had $13.1 million outstanding
under the Credit Facility, including $3.5 million under the Purchased Inventory Sublimit, none of which is currently being
hedged. Interest on our foreign revolving credit facilities is charged at the lender’s AA1 Rate minus 1.70%. As of March
31, 2017, we had nothing outstanding under our foreign revolving credit facilities.

A hypothetical one percentage point (100 basis points) increase in the interest rate being charged on the $13.1
million of unhedged debt outstanding under our Credit Facility, including the Purchased Inventory Sublimit, and our
foreign revolving credit facilities at March 31, 2017 would have an impact of approximately $133,386 on our interest
expense for the year.

Foreign exchange rate risk

The majority of our sales, net and expenses are transacted in U.S. dollars. However, in the year ended March 31,
2017, Euro denominated sales accounted for approximately 6.1% of our sales, net. We also incur expenses in foreign
currencies, primarily the Euro. In the year ended March 31, 2017, Euro denominated expenses accounted for approximately
8.6% of our expenses. A substantial change in the rate of exchange between the U.S. dollar and the Euro could have a
significant adverse effect on our financial results. A hypothetical 10% change in the value of the U.S. dollar in relation to
the Euro and British pound would have had an impact of approximately $319,801 on our income from operations for the
year ended March 31, 2017.

If we do not enter into hedging arrangements, the more we expand our business outside the United States, the
more our financial results will be exposed to exchange rate fluctuations. In the past, we have entered into forward contracts
from time to time to reduce our exposure to foreign currency fluctuations. We recognize derivative contracts in the balance
sheet at fair value, and reflect any net gains and losses currently in earnings. At March 31, 2017 and 2016, we had no
forward contracts outstanding. Gain or loss on foreign currency forward contracts, which was de minimis during the periods
presented, is included in other income and expense.

The functional currencies for our foreign operations are the Euro in Ireland and the British Pound in the United
Kingdom. With respect to our consolidated financial statements, the translation from the applicable foreign currencies to
U.S. Dollars is performed for balance sheet accounts using exchange rates in effect at the balance sheet date and for revenue
and expense accounts using a weighted average exchange rate during the period. The resulting translation adjustments are
recorded as a component of other comprehensive income. The effect of foreign currency translation was a loss of
($114,878) for the year ended March 31, 2017, income of $92,131 for the year ended March 31, 2016 and a loss of
($561,009) for the year ended March 31, 2015. A hypothetical 10% change in the value of the U.S. dollar in relation to the
Euro and British pound would have had an impact of approximately $280,000 for the year ended March 31, 2017 as a result
of foreign currency translation.

Commodity price risk

We currently are not exposed to commodity price risks. We do not purchase the basic ingredients such as grain,
sugar cane or agave that are converted into alcohol through distillation. Instead, we have relationships with various
companies to provide distillation, bottling or other production services for us. These relationships vary on a brand-by-brand
basis.

As of March 31, 2017, we did not have any hedging arrangements in place to protect our exposure to commodity

price fluctuations.

Item 8. Financial Statements and Supplementary Data

Index to Financial Statements

Report of Independent Registered Public Accounting Firm .....................................................................................
Consolidated Balance Sheets as of March 31, 2017 and 2016 ..................................................................................
Consolidated Statements of Operations for the years ended March 31, 2017, 2016 and 2015 .................................
Consolidated Statements of Comprehensive Income (Loss) for the years ended March 31, 2017, 2016 and 2015 .
Consolidated Statements of Changes in Equity for the years ended March 31, 2017, 2016 and 2015 .....................
Consolidated Statements of Cash Flows for the years ended March 31, 2017, 2016 and 2015 ................................
Notes to Consolidated Financial Statements .............................................................................................................

Page
43
44
45
46
47
48
49

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders
Castle Brands Inc.

We have audited the accompanying consolidated balance sheets of Castle Brands Inc. and subsidiaries (the
“Company") as of March 31, 2017 and 2016, and the related consolidated statements of operations, comprehensive income,
shareholders’ equity, and cash flows for each of the years in the three-year period ended March 31, 2017. The financial
statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated
financial position of the Company as of March 31, 2017 and 2016, and the consolidated results of its operations and its
cash flows for each of the years in the three-year period March 31, 2017 in conformity with accounting principles generally
accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the Company’s internal control over financial reporting as of March 31, 2017, based on criteria established
in the 2013 Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (“COSO”), and our report dated June 14, 2017 expressed an adverse opinion on the Company’s internal
control over financial reporting.

/s/ EisnerAmper LLP

New York, New York
June 14, 2017

CASTLE BRANDS INC. AND SUBSIDIARIES
Consolidated Balance Sheets

March 31, 2017

March 31, 2016

Current Assets

ASSETS

Cash and cash equivalents ................................................................................. $
Accounts receivable — net of allowance for doubtful accounts of $302,275
and $245,238 at March 31,2017 and 2016, respectively ....................................
Due from shareholders and affiliates .................................................................
Inventories— net of allowance for obsolete and slow moving inventory of
$312,711 and $331,008 at March 31, 2017 and 2016, respectively ...................
Prepaid expenses and other current assets .........................................................

611,048 $

1,430,532

11,460,432
—

29,801,080
3,674,923

10,410,571
3,279

25,740,192
1,611,797

Total Current Assets ..........................................................................................

45,547,483

39,196,371

Equipment — net ...............................................................................................

909,780

876,255

Intangible assets — net of accumulated amortization of $8,035,018 and
$7,372,585 at March 31, 2017 and 2016, respectively .......................................
Goodwill ............................................................................................................
Investment in non-consolidated affiliate, at equity ............................................
Restricted cash ...................................................................................................
Other assets ........................................................................................................

6,387,330
496,226
570,097
331,455
99,773

7,048,302
496,226
518,667
345,076
129,486

Total Assets ....................................................................................................... $

54,342,144 $

48,610,383

Current Liabilities

LIABILITIES AND EQUITY

Accounts payable ............................................................................................... $
Accrued expenses ..............................................................................................
Due to shareholders and affiliates ......................................................................

7,549,942 $
4,668,708
2,158,318

5,652,260
4,352,170
1,338,072

Total Current Liabilities.....................................................................................

14,376,968

11,342,502

Long-Term Liabilities

Credit facility, net (including $412,269 and $312,813 of related-party
participation at March 31, 2017 and 2016, respectively) ...................................
Note payable – 11% Subordinated note .............................................................
Notes payable – 5% Convertible notes (including $1,100,000 of related party
participation at March 31, 2017 and 2016) ........................................................
Notes payable – GCP Note ................................................................................
Deferred tax liability ..........................................................................................
Other .................................................................................................................

13,033,075
20,000,000

1,675,000
211,580
558,766
20,666

11,917,694
—

1,675,000
211,580
1,204,000
—

Total Liabilities ..................................................................................................

49,876,055

26,350,776

Commitments and Contingencies (Note 11)

Equity

Preferred stock, $.01 par value, 25,000,000 shares authorized, no shares issued
and outstanding at March 31, 2017 and 2016 ....................................................
Common stock, $.01 par value, 300,000,000 shares authorized at March 31,
2017 and 2016, 162,945,805 and 160,474,777 shares issued and outstanding at
March 31, 2017 and 2016, respectively .............................................................
Additional paid-in capital ..................................................................................
Accumulated deficit ...........................................................................................
Accumulated other comprehensive loss .............................................................

—

1,629,458
150,889,613
(148,223,822 )
(2,308,672 )

1,604,748
166,866,671
(147,371,209 )
(2,193,794 )

Total controlling shareholders’ equity ...............................................................

1,986,577

18,906,416

Noncontrolling interests .....................................................................................

2,479,512

3,353,191

Total Equity .......................................................................................................

4,466,089

22,259,607

Total Liabilities and Equity ................................................................................... $

54,342,144 $

48,610,383

See accompanying notes to the consolidated financial statements.

CASTLE BRANDS INC. AND SUBSIDIARIES
Consolidated Statements of Operations

Sales, net* ....................................................................... $
Cost of sales* ..................................................................

2017
77,269,131 $
45,568,774

2016
72,220,368 $
43,666,798

2015
57,457,421
35,884,632

Gross profit .....................................................................

31,700,357

28,553,570

21,572,789

Selling expense ...............................................................
General and administrative expense ...............................
Depreciation and amortization ........................................

20,122,490
8,642,775
1,030,093

19,222,659
7,385,851
939,513

15,254,818
6,488,336
907,540

Income (loss) from operations ........................................

1,904,999

1,005,547

(1,077,905 )

Other (expense) income, net ...........................................
Income from equity investment in non-consolidated
affiliate ............................................................................
Foreign exchange gain (loss) ..........................................
Interest expense, net ........................................................

(10,660 )

(666 )

16,602

51,430
83,706
(1,335,241 )

18,667
(190,867 )
(1,088,539 )

—
(4,564 )
(1,129,047 )

Income (loss) before provision for income taxes ............
Income tax expense, net ..................................................

694,234
(187,702 )

(255,858 )
(1,450,848 )

(2,194,914 )
(1,278,999 )

Net income (loss) ............................................................
Net income attributable to noncontrolling interests ........

506,532
(1,359,145 )

(1,706,706 )
(809,662 )

(3,473,913 )
(325,829 )

Net loss attributable to common shareholders ................ $

(852,613 ) $

(2,516,368 ) $

(3,799,742 )

Net loss per common share, basic and diluted,
attributable to common shareholders .............................. $

(0.01 ) $

(0.02 ) $

(0.02 )

Weighted average shares used in computation, basic
and diluted, attributable to common shareholders ..........

160,811,957

159,380,223

155,456,341



*

Sales, net and Cost of sales include excise taxes of $7,645,789, $7,451,569 and $6,754,453 for the years
ended March 31, 2017, 2016 and 2015, respectively.

See accompanying notes to the consolidated financial statements.

CASTLE BRANDS INC. AND SUBSIDIARIES
Consolidated Statements of Comprehensive Income (Loss)

Net income (loss) ............................................................ $
Other comprehensive (loss) income:

2017

Years ended March 31,
2016
(1,706,706 ) $

506,532 $

2015
(3,473,913 )

Foreign currency translation adjustment .....................

(114,878 )

92,131

(561,009 )

Total other comprehensive (loss) income: ......................

(114,878 )

92,131

(561,009 )

Comprehensive income (loss) ..................................... $

391,654 $

(1,614,575 ) $

(4,034,922 )

See accompanying notes to the consolidated financial statements.

CASTLE BRANDS INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Equity

Additional

Accumulated
Other

Common Stock

Paid-in
Amount Capital

Accumulated Comprehensive Noncontrolling Total
Equity
Deficit

Interests

(Loss) Income
(1,724,916 ) $

(561,009 )

BALANCE, MARCH 31, 2014 ................. 151,841,133 $ 1,518,411 $ 157,485,965 $ (141,055,099 ) $
Net (loss) income.........................................
(3,799,742 )
Foreign currency translation adjustment .....
Issuance of common stock, net of issuance
costs ............................................................. 2,537,924
Exercise of common stock warrants ........... 1,657,802
Surrender of common stock in connection
with exercise of common stock warrant .....
Conversion of 5% convertible notes and
accrued interest thereon ...............................
Exercise of common stock options .............
Stock-based compensation ..........................

25,379 3,108,189
613,387
16,578

446,400
216,213
787,710

501,574
677,127

5,017
6,771

(27,902 )

(30,971 )

(279 )

2,217,700 $ 19,935,191
325,829 (3,473,913 )
(561,009 )

3,133,568
629,965

(31,250 )

451,417
222,984
787,710

BALANCE, MARCH 31, 2015 ................. 157,187,658 $ 1,571,877 $ 162,626,893 $ (144,854,841 ) $

(2,285,925 ) $

2,543,529 $ 21,094,663

Net (loss) income.........................................
Foreign currency translation adjustment .....
Issuance of common stock, net of issuance
costs of $124,876 ......................................... 2,119,282
Exercise of common stock options ............. 1,079,602
Common stock issued under 2013
incentive compensation plan .......................
Subsidiary dividend paid to non-
controlling interests .....................................
Stock-based compensation ..........................

88,235

21,193 3,105,920
364,184
10,796

882

119,118

(600,000 )
1,250,556

(2,516,368 )

92,131

809,662 (3,199,836 )
92,131

3,127,113
374,980

120,000

(600,000 )
1,250,556

BALANCE, MARCH 31, 2016 ................. 160,474,777 $ 1,604,748 $ 166,866,671 $ (147,371,209 ) $

(2,193,794 ) $

3,353,191 $ (22,259,607 )

Net (loss) income.........................................
Foreign currency translation adjustment .....
Common stock issuance costs .....................
Exercise of common stock options .............
Common stock issued in connection with
the acquisition of an additional 20.1% of
noncontrolling interests ............................... 1,800,000
Effect of acquisition of an additional
20.1% of noncontrolling interests ...............
Stock-based compensation ..........................

671,028

6,710

(14,355 )
244,479

18,000 2,430,000

(20,215,176 )
1,577,994

(852,613 )

1,359,145

(114,878 )

506,532
(114,878 )
(14,355 )
251,189

2,448,000

(2,232,824 ) (22,448,000 )
1,577,994

BALANCE, MARCH 31, 2017 ................. 162,945,805 $ 1,629,458 $ 150,889,613 $ (148,223,822 ) $

(2,308,672 ) $

2,479,512 $ 4,466,089

See accompanying notes to the consolidated financial statements.

CASTLE BRANDS INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) ................................................................................... $

506,532 $

(1,706,706 ) $

(3,473,913 )

2017

Years ended March 31,
2016

2015

Adjustments to reconcile net income (loss) to net cash used in
operating activities: ............................................................................
Depreciation and amortization ......................................................
Provision for doubtful accounts ....................................................
Amortization of deferred financing costs .....................................
Deferred income tax (benefit) expense, net ..................................
Net income from equity investment in non-consolidated affiliate
Effect of changes in foreign currency translation .........................
Stock-based compensation expense ..............................................
Addition to provision for obsolete inventories .............................
Changes in operations, assets and liabilities:

Accounts receivable ..................................................................
Due from affiliates ....................................................................
Inventory ...................................................................................
Prepaid expenses and supplies ..................................................
Other assets ...............................................................................
Accounts payable and accrued expenses ..................................
Accrued interest ........................................................................
Due to related parties ................................................................
Other liabilities .........................................................................

1,030,093
123,200
160,681
(645,235 )
(51,430 )
(83,706 )
1,577,994
240,000

(1,182,011 )
3,279
(4,344,791 )
(2,066,856 )
(60,117 )
2,217,652
10,579
820,247
20,666

939,513
61,000
177,127
(129,152 )
(18,667 )
190,867
1,370,556
200,000

85,040
135,471
(6,498,338 )
(117,258 )
(92,260 )
3,163,818
10,579
(625,812 )
—

907,540
(49,984 )
166,942
288,178
—
4,564
787,710
281,000

(1,671,925 )
(23,462 )
(7,223,601 )
77,587
(272,000 )
1,321,722
—
27,642
—

Total adjustments .................................................................................

(2,229,755 )

(1,147,516 )

(5,378,087 )

NET CASH USED IN OPERATING ACTIVITIES ........................

(1,723,223 )

(2,854,222 )

(8,852,000 )

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment ...........................................................................
Acquisition of intangible assets .............................................................
Investment in consolidated entity...........................................................
Investment in non-consolidated affiliate, at equity ................................
Change in restricted cash........................................................................

(364,740 )
(2,740 )
(20,000,000 )
—
(7,040 )

NET CASH USED IN INVESTING ACTIVITIES ..........................

(20,374,520 )

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from (payments on) credit facility ...................................
Proceeds from 11% Subordinated note ..................................................
Payments on Bourbon term loan ............................................................
Payments on Junior loan ........................................................................
Net (payments on) proceeds from foreign revolving credit facility ......
Proceeds from issuance of common stock .............................................
Payments for costs of stock issuance .....................................................
Subsidiary dividend paid to non-controlling interests ...........................
Proceeds from exercise of common stock warrants ...............................
Proceeds from exercise of common stock options .................................

1,044,531
20,000,000
—
—
—
—
(14,355 )
—
—
251,189

(466,462 )
(23,885 )
—
(500,000 )
(257 )

(990,604 )

1,965,050
—
(744,900 )
—
(34,743 )
3,251,989
(124,876 )
(600,000 )
—
374,980

(333,742 )
(160,109 )
—
—
(929 )

(494,780 )

8,170,507
—
(1,270,100 )
(1,250,000 )
21,278
3,319,915
(186,347 )
—
598,715
222,984

NET CASH PROVIDED BY FINANCING ACTIVITIES .............

21,281,365

4,087,500

9,626,952

EFFECTS OF FOREIGN CURRENCY TRANSLATION .............
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS ...................................................................................
CASH AND CASH EQUIVALENTS — BEGINNING ...................

(3,106 )

(3,745 )

(819,484 )
1,430,532

238,929
1,191,603

2,930

283,102
908,501

CASH AND CASH EQUIVALENTS — ENDING .......................... $
SUPPLEMENTAL DISCLOSURES:
Schedule of non-cash investing and financing activities:

Issuance of common stock in connection with acquisition of
additional 20.1% of noncontrolling interests .................................... $
Surrender of common stock in connection with exercise of
common stock warrant ....................................................................... $
Conversion of 5% convertible note, and accrued interest thereon,
to common stock ................................................................................ $

611,048 $

1,430,532 $

1,191,603

2,448,000 $

— $

—

31,250

451,417

937,973
293,525

Interest paid ............................................................................................ $
Income taxes paid ................................................................................... $

1,159,667 $
1,553,377 $

894,099 $
1,079,387 $

See accompanying notes to the consolidated financial statements.

CASTLE BRANDS INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

NOTE 1 — ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. Description of business — The consolidated financial statements include the accounts of Castle Brands
Inc. (“the Company”), its wholly-owned domestic subsidiaries, Castle Brands (USA) Corp. (“CB-USA”)
and McLain & Kyne, Ltd. (“McLain & Kyne”), the Company’s wholly-owned foreign subsidiaries,
Castle Brands Spirits Group Limited (“CB-IRL”) and Castle Brands Spirits Marketing and Sales
Company Limited, and the Company’s 80.1% ownership interest in Gosling-Castle Partners Inc.
(“GCP”), with adjustments for income or loss allocated based upon percentage of ownership. The
accounts of the subsidiaries have been included as of the date of acquisition. All significant intercompany
transactions and balances have been eliminated.

B. Organization and operations — The Company is principally engaged in the importation, marketing and
sale of premium and super premium rums, whiskey, liqueurs, vodka, tequila and related non-alcoholic
beverage products in the United States, Canada, Europe and Asia.

C. Brands — Rum and Ginger Beer — Goslings rums, a family of premium rums with a 200-year history,
including the award-winning Goslings Black Seal rum, for which the Company is, through its export
venture GCP, the exclusive marketer outside of Bermuda, and Goslings Stormy Ginger Beer, an essential
non-alcoholic ingredient in Goslings trademarked Dark ‘n Stormy ® rum cocktail.

Whiskey —Premium small batch bourbons: Jefferson’s, Jefferson’s Reserve, Jefferson’s Chef’s Collaboration,
Jefferson’s Ocean Aged at Sea, Jefferson’s Wine Finish Collection, Jefferson’s Wood Experiments and Jefferson’s
Presidential Select, Jefferson’s Rye, an aged rye whiskey, and Jefferson’s The Manhattan: Barrel Finished Cocktail, a
ready-to-drink cocktail; the Clontarf Irish whiskeys, a family of premium Irish whiskeys, available in single malt and
classic pure grain versions; Knappogue Castle Whiskey, a vintage-dated premium single-malt Irish whiskey; Knappogue
Castle 1951, a pure pot-still whiskey that has been aged for 36 years, Knappogue Twin Wood, the first Sherry Finished
Knappogue Castle Whiskey; and the Arran Scotch Whiskeys: the single malts, including the 10 Years Old, the 18 Years
Old and special finishes, as well as the official Robert Burns whiskeys.

Liqueur — Pallini Limoncello, Raspicello and Peachcello premium Italian liqueurs, pursuant to an exclusive U.S.
marketing arrangement; Brady’s Irish Cream, a premium Irish cream liqueur; Celtic Honey, a premium Irish liqueur; and
Gozio amaretto, a premium Italian liqueur, pursuant to a U.S. distribution agreement.

Vodka — Boru vodka, an ultra-pure, five-times distilled and specially filtered premium vodka. Boru is produced

in Ireland.

Tequila — a USDA certified organic, super-premium tequila, Tequila Tierras Autenticas de Jalisco or Tierras.

The Company is the exclusive U.S. importer and marketer of Tierras, which is available as blanco, reposado and añejo.

D. Cash and cash equivalents — The Company considers all highly liquid instruments with a maturity at

date of acquisition of three months or less to be cash equivalents.

E. Equity investments - Equity investments are carried at original cost adjusted for the Company’s
proportionate share of the investees’ income, losses and distributions. The Company assesses the
carrying value of its equity investments when an indicator of a loss in value is present and records a loss
in value of the investment when the assessment indicates that an other-than-temporary decline in the
investment exists. The Company classifies its equity earnings of equity investments as a component of
net income or loss.

F. Trade accounts receivable — The Company records trade accounts receivable at net realizable value.
This value includes an appropriate allowance for estimated uncollectible accounts to reflect anticipated
losses on the trade accounts receivable balances. The Company calculates this allowance based on its
history of write-offs, level of past due accounts based on contractual terms of the receivables and its
relationships with and economic status of its customers. For the years ended March 31, 2017, 2016 and
2015, the Company recorded an addition to allowances for doubtful accounts of $123,200, $61,000 and
$236,000, respectively.

G. Revenue recognition — Revenue from product sales is recognized when the product is shipped to a
customer (generally a distributor), title and risk of loss has passed to the customer in accordance with the
terms of sale (FOB shipping point or FOB destination), and collection is reasonably assured. Revenue is
not recognized on shipments to control states in the United States until such time as product is sold
through to the retail channel.

H. Inventories — Inventories are comprised of distilled spirits, dry good raw materials (bottles, labels, corks
and caps), packaging, finished goods, excise taxes and freight and are valued at the lower of cost or
market, using the weighted average cost method. The Company assesses the valuation of its inventories
and reduces the carrying value of those inventories that are obsolete or in excess of the Company’s
forecasted usage to their estimated net realizable value. The Company estimates the net realizable value
of such inventories based on analyses and assumptions including, but not limited to, historical usage,
expected future demand and market requirements. A change to the carrying value of inventories is
recorded in cost of goods sold. See Note 3.

During the years ended March 31, 2017, 2016 and 2015, the Company recorded an addition to allowances for
obsolete and slow moving inventory of $240,000, $200,000 and $281,000, respectively. The Company recorded these
allowances and write-offs on both raw materials and finished goods, primarily in connection with spoilage and slow moving
inventory, label and packaging changes made to certain brands, as well as adjustments to estimated freight costs and excise
taxes and certain cost variances. The charges have been recorded as increases to Cost of Sales in the respective years.

I. Revisions to March 31, 2016 Balance Sheet — The Company has revised its March 31, 2016
consolidated balance sheet for an error in the historical carrying value of inventory. The Company
determined that inventory at March 31, 2016 was overstated by $1,493,130, the cumulative result of
changes in estimated freight costs and excise taxes and certain cost variances in prior years. The
Company assessed the materiality of this error on previously issued consolidated financial statements
and concluded that the error was immaterial to any one year. As a result, inventory was decreased by
$1,493,130 with accumulated deficit increased by $1,493,130 at March 31, 2016 on the accompanying
consolidated balance sheet.

J. Equipment — Equipment consists of office equipment, computers and software and furniture and
fixtures. When assets are retired or otherwise disposed of, the cost and related depreciation is removed
from the accounts, and any resulting gain or loss is recognized in the statement of operations. Equipment
is depreciated using the straight-line method over the estimated useful lives of the assets ranging from
three to five years.

K. Goodwill and other intangible assets — Goodwill represents the excess of purchase price including
related costs over the value assigned to the net tangible and identifiable intangible assets of businesses
acquired. Goodwill and other identifiable intangible assets with indefinite lives are not amortized, but
instead are tested for impairment annually, or more frequently if circumstances indicate a possible
impairment may exist. Intangible assets with estimable useful lives are amortized over their respective
estimated useful lives, generally on a straight-line basis, and are reviewed for impairment whenever
events or changes in circumstances indicate that the carrying value may not be recoverable.

Under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 350,
“Intangibles - Goodwill and Other”, impairment of goodwill must be tested at least annually by comparing the fair values
of the applicable reporting units with the carrying amount of their net assets, including goodwill. An entity may first assess
qualitative factors to determine whether it is necessary to perform the two-step goodwill impairment test. If determined to
be necessary, the two-step impairment test shall be used. The required two-step approach uses accounting judgments and
estimates of future operating results. Changes in estimates or the application of alternative assumptions could produce
significantly different results. The estimates that most significantly affect the fair value calculation are related to revenue
growth, cost of sales, selling and marketing expenses and discount rates. Impairment testing is done at the reporting level.
If the carrying amount of the reporting unit’s net assets exceeds the unit’s fair value, an impairment loss is recognized in
an amount equal to the excess of the carrying amount of goodwill over its implied fair value. The implied fair value of
goodwill is determined in the same manner as the amount of goodwill recognized in a business combination with the fair
value of the reporting unit deemed to be the purchase price paid. Rights, trademarks, trade names and formulations are
indefinite lived intangible assets not subject to amortization and are tested for impairment at least annually. The impairment
test consists of a comparison of the fair value of the asset group allocated to each reporting unit with its allocated carrying
amount.

Under the goodwill qualitative assessment at March 31, 2017 and 2016, various events and circumstances that
would affect the estimated fair value of each reporting unit were identified, including, but not limited to: prior years’
impairment testing results, budget to actual results, Company-specific facts and circumstances, industry developments, and
the economic environment. Based on this assessment, the Company determined that no quantitative assessment was
required.

Impairment and disposal of long-lived assets — Under ASC 310, “Accounting for the Impairment or
Disposal of Long-lived Assets”, the Company periodically reviews whether changes have occurred that
would require revisions to the carrying amounts of its definite lived, long-lived assets. When the sum of
the expected future cash flows is less than the carrying amount of the asset, an impairment loss is
recognized based on the fair value of the asset. There were no impairments recorded during the years
ended March 31, 2017, 2016 and 2015.

M. Shipping and handling — The Company reflects as inventory costs freight-in and related external
handling charges relating to the purchase of raw materials and finished goods. These costs are charged
to cost of sales at the time the underlying product is sold. The Company also incurs shipping costs in
connection with its various marketing activities, including the shipment of point of sale materials to the
Company’s regional sales managers and customers, and the costs of shipping product in connection with
its various marketing programs and promotions. These shipping charges are included in selling expense
and were $2,347,121, $2,635,430 and $2,574,471 for the years ended March 31, 2017, 2016 and 2015,
respectively.

N. Excise taxes and duty — Excise taxes and duty are computed at standard rates based on alcohol proof
per gallon/liter and are paid after finished goods are imported into the United States or other relevant
jurisdiction and then transferred out of “bond.” Excise taxes and duty are recorded to inventory as a
component of the cost of the underlying finished goods. When the underlying products are sold “ex
warehouse”, the sales price reflects the taxes paid and the inventoried excise taxes and duties are charged
to cost of sales.

O. Distributor charges and promotional goods — The Company incurs charges from its distributors for a
variety of transactions and services rendered by the distributor, including product depletions, product
samples for various promotional purposes, in-store tastings and training where legal, and local
advertising where legal. Such charges are reflected as selling expense as incurred. Also, the Company
has entered into arrangements with certain of its distributors whereby the purchase of a particular product
or products by a distributor is accompanied by a percentage of the sale being composed of promotional
goods or as a predetermined discount percentage of dollars off invoice. In such cases, the cost of the
promotional goods is charged to cost of sales and dollars off invoice are a reduction to revenue.

P. Foreign currency — The functional currency for the Company’s foreign operations is the Euro in Ireland
and the British Pound in the United Kingdom. Under ASC 830, “Foreign Currency Matters”, the
translation from the applicable foreign currencies to U.S. Dollars is performed for balance sheet accounts
using exchange rates in effect at the balance sheet date and for revenue and expense accounts using a
weighted average exchange rate during the period. The resulting translation adjustments are recorded as
a component of other comprehensive income. Gains or losses resulting from foreign currency
transactions are shown as a separate line item in the consolidated statements of operations.

Q. Fair value of financial instruments — ASC 825, “Financial Instruments”, defines the fair value of a
financial instrument as the amount at which the instrument could be exchanged in a current transaction
between willing parties and requires disclosure of the fair value of certain financial instruments. The
Company believes that there is no material difference between the fair-value and the reported amounts
of financial instruments in the Company’s balance sheets due to the short term maturity of these
instruments, or with respect to the Company’s debt, as compared to the current borrowing rates available
to the Company.

The Company’s investments are reported at fair value in accordance with authoritative guidance, which

accomplishes the following key objectives:

● Defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date;

● Establishes a three-level hierarchy (“valuation hierarchy”) for fair value measurements;
● Requires consideration of the Company’s creditworthiness when valuing liabilities; and
● Expands disclosures about instruments measured at fair value.

The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the
measurement date. A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of
input that is significant to the fair value measurement. The three levels of the valuation hierarchy are as follows:

● Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or

liabilities in active markets.

● Level 2 — inputs to the valuation methodology include quoted prices for similar assets and liabilities in
active markets, and inputs that are directly or indirectly observable for the asset or liability for
substantially the full term of the financial instrument.

● Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value

measurement.

Income taxes — Under ASC 740, “Income Taxes”, deferred tax assets and liabilities are recognized for
the future tax consequences attributable to differences between the financial statement carrying amounts
of existing assets and liabilities and their respective tax basis. A valuation allowance is provided to the
extent a deferred tax asset is not considered recoverable.

The Company has adopted the provisions of ASC 740 and as of March 31, 2017, the Company had reserves for
uncertain tax positions (including related interest and penalties) for various state and local tax issues of $20,666. The
Company recognizes interest and penalties related to uncertain tax positions in general and administrative expense.

S. Research and development costs — The costs of research, development and product improvement are

charged to expense as incurred and are included in selling expense.

T. Advertising — Advertising and marketing costs are expensed when the advertising first appears in its
respective medium. Advertising expense, which is included in selling expense, was $4,486,796,
$4,960,301 and $3,184,392 for the years ended March 31, 2017, 2016 and 2015, respectively.

U. Use of estimates — The preparation of financial statements in conformity with U.S. Generally Accepted
Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements, and the reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those estimates. Estimates include the accounting for items such
as evaluating annual impairment tests, derivative instruments and equity issuances, warrant valuation,
stock-based compensation, allowances for doubtful accounts and inventory obsolescence, depreciation,
amortization and expense accruals.

V. Recent accounting pronouncements — In May 2017, the FASB issued ASU 2017-09, “Compensation —
Stock Compensation (Topic 718): Scope of Modification Accounting.” ASU 2017-09 provides guidance
about which changes to the terms or conditions of a share-based payment award require an entity to apply
modification accounting. This guidance is effective for the Company as of April 1, 2018, with early
adoption permitted. The Company is currently evaluating the new guidance to determine the impact the
adoption of this guidance will have on the Company’s results of operations, cash flows and financial
condition.

In February 2017, the FASB issued ASU 2017-05, “Other Income — Gains and Losses from the
Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition
Guidance and Accounting for Partial Sales of Nonfinancial Assets.” ASU 2017-05 clarifies the scope
and accounting of a financial asset that meets the definition of an “in-substance nonfinancial asset” and
defines the term “in-substance nonfinancial asset.” ASU 2017-05 also adds guidance for partial sales of
nonfinancial assets. This guidance is effective for the Company as of April 1, 2018, with early adoption
permitted. The Company is currently evaluating the new guidance to determine the impact the adoption
of this guidance will have on the Company’s results of operations, cash flows and financial condition.

In January 2017, the FASB issued ASU 2017-04, “Intangibles — Goodwill and Other: Simplifying the
Test for Goodwill Impairment (Topic 350).” ASU 2017-04 removes Step 2 from the goodwill impairment
test. This guidance is effective for the Company as of April 1, 2020, with early adoption permitted. The
Company is currently evaluating the new guidance to determine the impact the adoption of this guidance
will have on the Company’s results of operations, cash flows and financial condition.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying
the Definition of a Business.” This ASU, which must be applied prospectively, provides a narrower
framework to be used to determine if a set of assets and activities constitutes a business than under current
guidance and is generally expected to result in greater consistency in the application of ASC Topic 805,
Business Combinations. This guidance is effective for the Company as of April 1, 2018, with early
adoption permitted. The Company is currently evaluating the new guidance to determine the impact the
adoption of this guidance will have on the Company’s results of operations, cash flows and financial
condition.

In November 2016, the FASB issued ASU No. 2016-18, “Statement of Cash Flows (Topic 230):
Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force (the “Task Force”).” The new
standard requires that the statement of cash flows explain the change during the period in the total of
cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.
Entities will also be required to reconcile such total to amounts on the balance sheet and disclose the
nature of the restrictions. This guidance is effective for the Company as of April 1, 2018, with early
adoption permitted. The Company is currently evaluating the new guidance to determine the impact the
adoption of this guidance will have on the Company’s results of operations, cash flows and financial
condition.

In October 2016, the FASB issued ASU 2016-16, “Income Taxes: Intra-Entity Transfers of Assets Other
than Inventory.” This ASU removes the prohibition against the immediate recognition of the current and
deferred income tax effects of intra-entity transfers of assets other than inventory. This guidance is
effective for the Company as of April 1, 2018, with early adoption permitted. Entities must apply a
modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the
beginning of the period of adoption. The Company is currently evaluating the new guidance to determine
the impact the adoption of this guidance will have on the Company’s results of operations, cash flows
and financial condition.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows: Classification of Certain
Cash Receipts and Cash Payments”, which provides guidance on eight cash flow classification issues
with the objective of reducing differences in practice. The new standard is effective for the Company as
of April 1, 2018, with early adoption permitted. Adoption is required to be on a retrospective basis, unless
impracticable for any of the amendments, in which case a prospective application is permitted. The
Company is currently evaluating the new guidance to determine the impact the adoption of this guidance
will have on the Company’s results of operations, cash flows and financial condition.

In March 2016, the FASB issued ASU 2016-09, “Improvements to Employee Share-Based Payment
Accounting”, which simplifies several aspects of the accounting for employee share-based payment
transactions, including the accounting for income taxes and statutory tax withholding requirements, as
well as classification in the statement of cash flows. The new standard is effective for the Company as
of April 1, 2017. The Company is currently evaluating the new guidance to determine the impact the
adoption of this guidance will have on the Company’s results of operations, cash flows and financial
condition.

In February 2016, the FASB issued ASU 2016-02, “Leases.” The new standard establishes a right-of-use
(ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for
all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. The new standard is
effective for the Company as of April 1, 2019. A modified retrospective transition approach is required
for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest
comparative period presented in the financial statements, with certain practical expedients available. The
Company is currently evaluating the new guidance to determine the impact the adoption of this guidance
will have on the Company’s results of operations, cash flows and financial condition.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments—Overall (Subtopic 825-10):
Recognition and Measurement of Financial Assets and Financial Liabilities”, which amends the guidance
in U.S. GAAP on the classification and measurement of financial instruments. Changes to the current
guidance primarily affect the accounting for equity investments, financial liabilities under the fair value
option, and the presentation and disclosure requirements for financial instruments. In addition, the ASU
clarifies guidance related to the valuation allowance assessment when recognizing deferred tax assets
resulting from unrealized losses on available-for-sale debt securities. The new standard is effective for
the Company as of April 1, 2018, and upon adoption, an entity should apply the amendments by means
of a cumulative-effect adjustment to the balance sheet at the beginning of the first reporting period in
which the guidance is effective. Early adoption is not permitted except for the provision to record fair
value changes for financial liabilities under the fair value option resulting from instrument-specific credit
risk in other comprehensive income. The Company is currently evaluating the new guidance to determine
the impact the adoption of this guidance will have on the Company’s results of operations, cash flows
and financial condition.

In July 2015, the FASB issued ASU 2015-11, “Inventory (Topic 330): Simplifying the Measurement of
Inventory”, which changes the measurement principle for inventory from the lower of cost or market to
the lower of cost and net realizable value. Net realizable value is defined as estimated selling prices in
the ordinary course of business, less reasonably predictable costs of completion, disposal, and
transportation. The new guidance must be applied on a prospective basis and is effective for the Company
as of April 1, 2017, with early adoption permitted. The Company determined that the adoption of this
guidance did not have a material effect on the Company’s results of operations, cash flows and financial
condition.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”, to clarify
the principles for recognizing revenue. This guidance includes the required steps to achieve the core
principle that an entity should recognize revenue to depict the transfer of promised goods or services to
customers in an amount that reflects the consideration to which the entity expects to be entitled in
exchange for those goods or services. This guidance is effective for the Company as of April 1, 2018.
The Company is currently evaluating the new guidance to determine the impact the adoption of this
guidance will have on the Company’s results of operations, cash flows and financial condition.

The Company does not believe that any other recently issued, but not yet effective, accounting standards,
if currently adopted, would have a material effect on the accompanying condensed consolidated financial
statements.

W. Accounting standards adopted — In January 2017, the FASB issued ASU 2017-03, “Accounting
Changes and Error Corrections (Topic 250) and Investments - Equity Method and Joint Ventures”. The
amendments in ASU 2017-03 provide additional detail surrounding disclosures required related to
adoption of new pronouncements. The ASU is effective for the periods of each related pronouncement.
The Company adopted this guidance beginning with its Annual Report on Form 10-K for the fiscal year
ended March 31, 2017. The Company determined that the adoption of this guidance did not have a
material effect on the Company’s results of operations, cash flows and financial condition.

In November 2015, the FASB issued ASU No. 2015-17, “Balance Sheet Classification of Deferred
Taxes.” ASU 2015-17 simplifies the presentation of deferred taxes by requiring deferred tax assets and
liabilities be classified as noncurrent on the balance sheet. ASU 2015-17 is effective for public companies
for annual reporting periods beginning after December 15, 2016, and interim periods within those fiscal
years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted.
The Company elected to adopt ASU 2015-17 early, and applied it retrospectively as allowed by the
standard. The adoption of ASU 2015-17 did not have a material effect on the Company’s results of
operations, cash flows and financial condition.

In September 2015, the FASB issued ASU 2015-16, “Business Combination (Topic 805): Simplifying
the Accounting for Measurement Period Adjustments”, which requires adjustments to provisional
amounts initially recorded in a business combination that are identified during the measurement period
to be recognized in the reporting period in which the adjustment amounts are determined. This includes
any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the
change to the provisional amounts, calculated as if the accounting had been completed at the acquisition
date. ASU 2015-16 also requires the disclosure of the nature and amount of measurement-period
adjustments recognized in the current period, including separately the amounts in current-period income
statement line items that would have been recorded in previous reporting periods if the adjustment to the
provisional amounts had been recognized as of the acquisition date. The guidance became effective for
the Company beginning April 1, 2016. The Company will apply the guidance prospectively for all future
business combinations.

In June, 2015, the FASB issued ASU No. 2015-15, “Interest - Imputation of Interest (Subtopic 835-30):
Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit
Arrangements - Amendments to SEC Paragraphs Pursuant to Staff Announcement” at June 18, 2015
EITF Meeting. This update addresses presentation and subsequent measurement of debt issuance costs
related to line of credit arrangements. Commitment fees paid to the lender represent the benefit of being
able to access capital over the contractual term, and therefore, are not in the scope of the new guidance
and it is appropriate to present such fees as an asset on the balance sheet, regardless of whether or not
there are outstanding borrowings under the revolver. The Company adopted this guidance beginning with
its Annual Report on Form 10-K for the fiscal year ended March 31, 2016. The Company determined
that the adoption of this guidance did not have a material effect on the Company’s results of operations,
cash flows and financial condition.

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”
(“ASU 2015-03”), which requires that debt issuance costs related to a recognized debt liability be
presented in the balance sheet as a direct deduction from the carrying amount of that debt liability,
consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are
not affected. Upon adoption, the Company applied the new guidance on a retrospective basis and adjusted
the balance sheet of each individual period presented to reflect the period-specific effects of applying the
new guidance, reclassifying $100,049 and $170,895 in debt issuance costs from Other Assets to Credit
Facility, net at March 31, 2017 and 2016, respectively, on the accompanying Consolidated Balance
Sheet.

In August 2014, the FASB issued ASU No. 2014-15, “Disclosure of Uncertainties about an Entity’s
Ability to Continue as a Going Concern”, which requires management to assess a company’s ability to
continue as a going concern and to provide related footnote disclosures in certain circumstances. Before
this new standard, there was minimal guidance in U.S. GAAP specific to going concern. Under the new
standard, disclosures are required when conditions give rise to substantial doubt about a company’s
ability to continue as a going concern within one year from the financial statement issuance date. This
guidance was effective for the Company beginning with its Annual Report on Form 10-K for the fiscal
year ended March 31, 2017. The Company adopted this guidance beginning with its Annual Report on
Form 10-K for the fiscal year ended March 31, 2017. The Company determined that the adoption of this
guidance did not have a material effect on the Company’s results of operations, cash flows and financial
condition.

NOTE 2 — BASIC AND DILUTED NET LOSS PER COMMON SHARE

Basic net loss per common share is computed by dividing net loss by the weighted average number of common
shares outstanding during the period. Diluted net loss per common share is computed giving effect to all potentially dilutive
common shares that were outstanding during the period that are not anti-dilutive. Potentially dilutive common shares
consist of incremental shares issuable upon exercise of stock options and warrants or conversion of convertible notes
outstanding. In computing diluted net loss per share for the years ended March 31, 2017, 2016 and 2015, no adjustment
has been made to the weighted average outstanding common shares as the assumed exercise of outstanding options and
warrants and the assumed conversion of convertible notes is anti-dilutive.

Potential common shares not included in calculating diluted net loss per share are as follows:

Stock options ...........................................
Warrants to purchase common stock.......
5% Convertible notes ..............................

2017
15,798,558
—
1,861,111

Years ended March 31,
2016
13,508,086
—
1,861,111

2015
11,988,188
120,000
1,861,111

Total ........................................................

17,659,669

15,369,197

13,969,299

NOTE 3 — INVENTORIES

Raw materials – net .............................. $
Finished goods – net .............................

March 31,

2017
16,714,225 $
13,086,855

2016
11,976,561
13,763,631

Total ..................................................... $

29,801,080 $

25,740,192

As of March 31, 2017, and 2016, 9% and 11%, respectively, of raw materials and 7% and 5%, respectively, of

finished goods were located outside of the United States.

In the years ended March 31, 2017, 2016 and 2015, the Company acquired $6,900,819, $5,441,432 and $5,333,763

of aged bourbon whiskey, respectively, in support of its anticipated near and mid-term needs.

The Company estimates the allowance for obsolete and slow moving inventory based on analyses and assumptions

including, but not limited to, historical usage, expected future demand and market requirements.

Inventories are stated at the lower of weighted average cost or market.

NOTE 4 — EQUITY INVESTMENT

Investment in Gosling-Castle Partners Inc., consolidated

In March 2017, the Company entered into a Stock Purchase Agreement (“Purchase Agreement”) with Gosling’s
Limited (“GL”) and E. Malcolm B. Gosling (“Gosling,” and together with GL, the “Sellers”). Pursuant to the terms of the
Purchase Agreement, the Company acquired an additional 201,000 shares (the “GCP Share Acquisition”) of the common
stock of GCP, representing a 20.1% equity interest in GCP. GCP is a strategic global export venture between the Company
and the Gosling family. As a result of the completion of the GCP Share Acquisition, the Company’s total equity interest in
GCP increased to 80.1%. The consideration for the GCP Share Acquisition was (i) $20,000,000 in cash and (ii) 1,800,000
shares of common stock of the Company.

The Company accounted for this transaction in accordance with ASC 810 “Consolidation,” and in particular
section 810-10-45. Under the relevant guidance, a parent accounts for such changes in its ownership interest in a subsidiary
as equity transactions. The parent cannot recognize a gain or loss in consolidated net income or comprehensive income for
such transactions and is not permitted to step up a portion of the subsidiary's net assets to fair value for the additional
interests acquired. Any difference between the fair value of the consideration paid and the amount by which the
noncontrolling interest is adjusted shall be recognized in equity attributable to the parent. As a result, the Company reduced
the carrying amount of the noncontrolling interest by $2,232,824, with the $20,215,176 excess of the cash and stock paid
over the adjustment to the carrying amount of the noncontrolling interest recognized as a decrease in the Company’s
additional paid-in capital.

For the years ended March 31, 2017, 2016 and 2015, GCP had pretax net income on a stand-alone basis of
$3,762,130, $3,475,006 and $814,573, respectively. The Company allocated a portion of this net income, or $1,359,145,
$809,662 and $325,829, to non-controlling interest for the years ended March 31, 2017, 2016 and 2015, respectively.
Combined with the effects of income tax expense, net, allocated to noncontrolling interests as described in Note 1.Q Income
Taxes, the cumulative balance allocated to noncontrolling interests in GCP was $2,479,512 and $3,353,191 at March 31,
2017 and 2016, respectively, as shown on the accompanying consolidated balance sheets.

As the GCP Share Acquisition occurred at the end of the fiscal year, the additional income attributable to the
change in ownership is immaterial and is not presented in these consolidated financial statements for the year ended March
31, 2017.

In September 2015, GCP declared and paid a $1,500,000 cash dividend to its shareholders. The Company recorded
60% of this dividend, or $900,000, as a return of capital and a reduction of its investment in GCP, and allocated 40% of
this dividend, or $600,000, to noncontrolling interests and a reduction in the additional paid-in capital of GCP. GCP neither
declared nor paid a dividend in the year ended March 31, 2017.

Investment in Copperhead Distillery Company, equity method

In June 2015, CB-USA purchased 20% of Copperhead Distillery Company (“Copperhead”) for $500,000.
Copperhead owns and operates the Kentucky Artisan Distillery. The investment was part of an agreement to build a new
warehouse to store Jefferson’s bourbons, provide distilling capabilities using special mash-bills made from locally grown
grains and create a visitor center and store to enhance the consumer experience for the Jefferson’s brand. The investment
has been used for the construction of a new warehouse in Crestwood, Kentucky dedicated to the storage of Jefferson’s
whiskies. The Company has accounted for this investment under the equity method of accounting. For the year ended
March 31, 2017, the Company recognized $51,430 of income from this investment; for the initial period ended March 31,
2016, the Company recognized $18,667 of income from this investment. The investment balance was $570,097 and
$518,667 at March 31, 2017 and 2016, respectively.

NOTE 5 — EQUIPMENT, NET

Equipment consists of the following:

Equipment and software ........................................ $
Furniture and fixtures ............................................
Leasehold improvements ......................................

Less: accumulated depreciation ............................

March 31,

2017

2016

2,536,064
112,397
42,730

2,691,191
1,781,411

2,796,064
112,676
42,730

2,951,470
2,075,215

Balance ................................................................. $

909,780

876,255

Depreciation expense for the years ended March 31, 2017, 2016 and 2015 totaled $366,381, $280,702 and

$249,683, respectively.

NOTE 6 — GOODWILL AND INTANGIBLE ASSETS

The carrying amount of goodwill was $496,226 at each of March 31, 2017 and 2016.

Intangible assets consist of the following:

March 31,

2017

2016

Definite life brands ............................................... $
Trademarks ...........................................................
Rights ....................................................................
Product development.............................................
Patents ...................................................................
Other .....................................................................

Less: accumulated amortization ............................

Net ........................................................................
Other identifiable intangible assets — indefinite
lived* ....................................................................

170,000
631,693
8,271,555
186,668
994,000
55,460
10,309,376
8,035,018

2,274,358

4,112,972
6,387,330

170,000
631,693
8,271,555
185,207
994,000
55,460
10,307,915
7,372,585

2,935,330

4,112,972
7,048,302

* Other identifiable intangible assets — indefinite lived consists of product formulations and the

Company’s relationships with its distillers.

Accumulated amortization consists of the following:

March 31,

2017

2016

Definite life brands ........................................ $
Trademarks ....................................................
Rights ............................................................
Product development .....................................
Patents ...........................................................
Accumulated amortization ............................. $

170,000 $
367,294
6,617,062
37,478
843,184
8,035,018 $

170,000
331,366
6,065,111
29,188
776,920
7,372,585

Amortization expense for the years ended March 31, 2017, 2016 and 2015 totaled $663,712, $658,811 and

$655,769, respectively.

Estimated aggregate amortization expense for each of the next five fiscal years is as follows:

Years ending March 31,
2018 ...................................................................... $
2019 ......................................................................
2020 ......................................................................
2021 ......................................................................
2022 ......................................................................

Amount

246,884
228,551
190,384
188,246
183,769

Total ...................................................................... $

1,037,834

NOTE 7 — RESTRICTED CASH

At March 31, 2017 and 2016, the Company had €310,305 or $331,455 (translated at the March 31, 2017 exchange
rate) and €303,890 or $345,076 (translated at the March 31, 2016 exchange rate), respectively, of cash restricted from
withdrawal and held by a bank in Ireland as collateral for overdraft coverage, creditors’ insurance, customs and excise
guaranty and a revolving credit facility as described in Note 8A below.

NOTE 8 — NOTES PAYABLE AND CAPITAL LEASE

Notes payable consist of the following:

Foreign revolving credit facilities (A) ............ $
Note payable – GCP note (B) .........................
Credit facility (C) ...........................................
5% Convertible notes (D) ...............................
11% Subordinated Note (E) ............................

March 31,

2017

2016

— $
211,580
13,133,124
1,675,000
20,000,000

—
211,580
12,088,594
1,675,000
—

Total ................................................................. $

35,019,704 $

13,975,174

A. The Company has arranged various credit facilities aggregating €310,305 or $331,455 (translated at the
March 31, 2017 exchange rate) with an Irish bank, including overdraft coverage, creditors’ insurance,
customs and excise guaranty, a revolving credit facility and Company credit cards. These credit facilities
are payable on demand, continue until terminated by either party, are subject to annual review, and call
for interest at the lender’s AA1 Rate minus 1.70%. The balance on the credit facilities included in notes
payable totaled €0 at each of March 31, 2017 and 2016.

B. In December 2009, GCP issued a promissory note (the “GCP Note”) in the aggregate principal amount
of $211,580 to Gosling’s Export (Bermuda) Limited in exchange for credits issued on certain inventory
purchases. The GCP Note matures on April 1, 2020, is payable at maturity, subject to certain acceleration
events, and calls for annual interest of 5%, to be accrued and paid at maturity. At each of March 31, 2017
and 2016, $10,579 of accrued interest was converted to amounts due to affiliates. At each of March 31,
2017 and 2016, $211,580 of principal due on the GCP Note was included in long-term liabilities.
C. In August 2011, the Company and CB-USA entered into a loan agreement with Keltic Financial Partners
II, LP (“Keltic”), which, as amended, provides for availability (subject to certain terms and conditions)
of a facility of up to $19.0 million (the “Credit Facility”) for the purpose of providing the Company with
working capital.

In September 2014, the Company and CB-USA entered into an Amended and Restated Loan and Security
Agreement (as amended, the “Amended Agreement”) with ACF FinCo I LP (“ACF”), as successor in interest to Keltic, in
order to amend certain terms of the Credit Facility and the Bourbon Term Loan (defined below). Among other changes,
the Amended Agreement modified certain aspects of the existing Credit Facility, including increasing the maximum
amount of the Credit Facility from $8,000,000 to $12,000,000 and increasing the inventory sub-limit from $4,000,000 to
$6,000,000. In addition, the term of the Credit Facility was extended from December 31, 2016 to July 31, 2019. The Credit
Facility interest rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 3.00%, (b) the LIBOR Rate
plus 5.50% and (c) 6.00%. As of March 31, 2017, the Credit Facility interest rate was 6.5%. The monthly facility fee is
0.75% per annum of the maximum Credit Facility. The Amended Agreement contains EBITDA targets allowing for further
interest rate reductions in the future. The Company paid ACF an aggregate $120,000 amendment fee in connection with
the execution of the Amended Agreement.

In connection with the amendment, the Company and CB-USA entered into the following ancillary agreements:
(i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John Glover, the
Company’s Chief Operating Officer, T. Kelley Spillane, the Company’s Senior Vice President - Global Sales, and Alfred
J. Small, the Company’s Senior Vice President, Chief Financial Officer, Treasurer and Secretary, (b) certain participants
in the Bourbon Term Loan and (c) certain junior lenders to the Company, including Frost Gamma Investments Trust, an
entity affiliated with Phillip Frost, M.D., a director and principal shareholder of the Company, Mark E. Andrews, III, a
director of the Company and the Company’s Chairman, an affiliate of Richard J. Lampen, a director of the Company and
the Company’s President and Chief Executive Officer, an affiliate of Glenn Halpryn, a former director of the Company,
Dennis Scholl, a former director of the Company, and Vector Group Ltd., a more than 5% shareholder of the Company, of
which Richard Lampen is an executive officer, Henry Beinstein, a director of the Company, and Phillip Frost M.D., a
principal shareholder and director, which, among other things, reaffirms the existing Validity and Support Agreements by
and among each officer, the Company, CB-USA and ACF, as successor-in-interest to Keltic; (ii) an Amended and Restated
Term Note; and (iii) an Amended and Restated Revolving Credit Note.

In connection with the Amended Agreement, on September 22, 2014, ACF entered into an amendment to that
certain Subordination Agreement, dated as of August 7, 2013 (as amended, the “Subordination Agreement”), by and among
ACF, as successor-in-interest to Keltic, and certain junior lenders to the Company; neither the Company nor CB-USA is a
party to the Subordination Agreement.

In August 2015, the Company and CB-USA entered into a First Amendment (the “Loan Agreement Amendment”)
to the Amended Agreement. Among other changes, the Loan Agreement Amendment increased the amount of the Credit
Facility from $12,000,000 to $19,000,000, including a sublimit in the maximum principal amount of $7,000,000 to permit
the Company to acquire aged whiskey inventory (the “Purchased Inventory Sublimit”) subject to certain conditions set
forth in the Amended Agreement. The maturity date remained unchanged at July 31, 2019. The Company and CB-USA
are permitted to prepay the Credit Facility in whole or the Purchased Inventory Sublimit, in whole or in part, subject to
certain prepayment penalties as set forth in the Loan Agreement Amendment. The Purchased Inventory Sublimit replaces
the Bourbon Term Loan, which was paid in full in the normal course of business. The Purchased Inventory Sublimit interest
rate is the rate that, when annualized, is the greatest of (a) the Prime Rate plus 4.25%, (b) the LIBOR Rate plus 6.75% and
(c) 7.50%. As of March 31, 2017, the interest rate applicable to the Purchased Inventory Sublimit was 8.25%. The monthly
facility fee remains 0.75% per annum of the maximum principal amount of the Credit Facility (excluding the Purchased
Inventory Sublimit). Also, the Company must pay a monthly facility fee of $2,000 with respect to the Purchased Inventory
Sublimit until all obligations with respect thereof are fully paid and performed. The Company paid ACF an aggregate
$45,000 commitment fee in connection with the Loan Agreement Amendment.

In connection with the Loan Agreement Amendment, the Company and CB-USA entered into the following
ancillary agreements: (i) a Reaffirmation Agreement with (a) certain officers of the Company and CB-USA, including John
Glover, T. Kelley Spillane and Alfred J. Small and (b) certain junior lenders to the Company, including Frost Gamma
Investments Trust, Mark E. Andrews, III, an affiliate of Richard J. Lampen, an affiliate of Glenn Halpryn, Dennis Scholl
and Vector Group Ltd., which, among other things, reaffirms the existing Validity and Support Agreements by and among
each officer, the Company, CB-USA and ACF and (ii) an Amended and Restated Revolving Credit Note.

ACF also required as a condition to entering into the Loan Agreement Amendment that ACF enter into a
participation agreement with certain related parties of the Company, including Frost Gamma Investments Trust, Mark E.
Andrews, III, Richard J. Lampen and Alfred J. Small, to allow for the sale of participation interests in the Purchased
Inventory Sublimit and the inventory purchased with the proceeds thereof. The participation agreement provides that ACF’s
commitment to fund each advance of the Purchased Inventory Sublimit shall be limited to seventy percent (70%), up to an
aggregate maximum principal amount for all advances equal to $4,900,000. Neither the Company nor CB-USA is a party
to the participation agreement. However, the Company and CB-USA are party to a fee letter with the junior participants
(including the related party junior participants) pursuant to which the Company and CB-USA were obligated to pay the
junior participants a closing fee of $18,000 on the effective date of the Loan Agreement Amendment and are obligated to
pay a commitment fee of $18,000 on each anniversary of the effective date until the junior participants’ obligations are
terminated pursuant to the participation agreement.

The Company and CB-USA are referred to individually and collectively as the Borrower. Pursuant to the Loan
Agreement Amendment, the Company and CB-USA may borrow up to the lesser of (x) $19,000,000 and (y) the sum of
the borrowing base calculated in accordance with the Amended Agreement and the Purchased Inventory Sublimit. For the
year ended March 31, 2017, the Company paid interest at 6% through December 14, 2016, then 6.25% through March 15,
2017, then 6.5% through March 31, 2017 on the Amended Agreement. For the year ended March 31, 2016, the Company
paid interest at 6% through August 9, 2015, then 5.75% through December 15, 2015, then 6% through March 31, 2016 on
the Amended Agreement. For the year ended March 31, 2017, the Company paid interest at 7.75% through December 14,
2016, and then at 8.0% through March 15, 2017, then 8.25% through March 31, 2017 on the Purchased Inventory Sublimit.
For the year ended March 31, 2016, the Company paid interest at 7.5% through December 15, 2015, and then at 7.75%
through March 31, 2016 on the Purchased Inventory Sublimit. Interest is payable monthly in arrears, on the first day of
every month on the average daily unpaid principal amount of the Credit Facility. After the occurrence and during the
continuance of any “Default” or “Event of Default” (as defined under the Amended Agreement), the Borrower is required
to pay interest at a rate that is 3.25% per annum above the then applicable Credit Facility interest rate. There have been no
Events of Default under the Credit Facility. ACF also receives a collateral management fee of $1,000 per month (increased
to $2,000 after the occurrence of and during the continuance of an Event of Default) in addition to the facility fee with
respect to the Purchased Inventory Sublimit. The Amended Agreement contains standard borrower representations and
warranties for asset-based borrowing and a number of reporting obligations and affirmative and negative covenants. The
Amended Agreement includes negative covenants that, among other things, restrict the Borrower’s ability to create
additional indebtedness, dispose of properties, incur liens and make distributions or cash dividends. The obligations of the
Borrower under the Loan Agreement Amendment are secured by the grant of a pledge and security interest in all of the
assets of the Borrower. At March 31, 2017, the Company was in compliance, in all respects, with the covenants under the
Amended Agreement.

In August 2015, the Company used $3,000,000 of the Purchased Inventory Sublimit to acquire aged bourbon
inventory. Frost Gamma Investments Trust ($150,000), Mark E. Andrews, III ($50,000), Richard J. Lampen ($100,000)
and Alfred J. Small ($15,000) each acquired participation interests in the Purchased Inventory Sublimit and the inventory
purchased with the proceeds thereof. In January 2017, the Company acquired $1,030,000 in aged bulk bourbon under the
Purchased Inventory Sublimit with additional borrowings from certain related parties of the Company, including Frost
Gamma Investments Trust ($51,500), Richard J. Lampen ($34,333), Mark E. Andrews, III ($17,167), Brian L. Heller
($14,592), and Alfred J. Small ($5,150), as junior participants in the Purchased Inventory Sublimit with respect to such
purchase. Under the terms of the participation agreement, the participants receive interest at the rate of 11% per annum.

At March 31, 2017 and 2016, $13,133,124 and $12,088,594, respectively, due on the Credit Facility was included
in long-term liabilities. At March 31, 2017 and 2016, there was $5,866,876 and $6,911,406, respectively, in potential
availability under the Credit Facility. In connection with the adoption of ASU 2015-03, the Company included $100,049
and $170,895 of debt issuance costs at March 31, 2017 and 2016, respectively, as direct deductions from the carrying
amount of the related debt liability.

D. In October 2013, the Company entered into a 5% Convertible Subordinated Note Purchase Agreement
(the “Note Purchase Agreement”) with the purchasers party thereto, under which the Company issued an
aggregate initial principal amount of $2,125,000 of unsecured subordinated notes (the “Convertible
Notes”). The Convertible Notes bear interest at a rate of 5% per annum, payable quarterly, until their
maturity date of December 15, 2018. The Convertible Notes, and accrued but unpaid interest thereon,
are convertible in whole or in part from time to time at the option of the holders thereof into shares of
the Company’s common stock at a conversion price of $0.90 per share (the “Conversion Price”). The
Convertible Notes may be prepaid in whole or in part at any time without penalty or premium, but with
payment of accrued interest to the date of prepayment. The Convertible Notes contain customary events
of default, which, if uncured, entitle each note holder to accelerate the due date of the unpaid principal
amount of, and all accrued and unpaid interest on, the Convertible Notes.

The purchasers of the Convertible Notes included related parties of the Company, including an affiliate of Dr.
Phillip Frost ($500,000), Mark E. Andrews, III ($50,000), an affiliate of Richard J. Lampen ($50,000), an affiliate of Glenn
Halpryn ($200,000), Dennis Scholl ($100,000), and Vector Group Ltd. ($200,000).

The Company may forcibly convert all or any part of the Convertible Notes and all accrued but unpaid interest
thereon if (i) the average daily volume of the Company’s common stock (as reported on the principal market or exchange
on which the common stock is listed or quoted for trading) exceeds $50,000 per trading day and (ii) the volume weighted
average price of the common stock for at least twenty (20) trading days during any thirty (30) consecutive trading day
period exceeds 250% of the then-current Conversion Price. Any forced conversion will be applied ratably to the holders of
all Convertible Notes issued pursuant to the Note Purchase Agreement based on each holder’s then-current note holdings.

In connection with the Note Purchase Agreement, each purchaser of the Convertible Notes was required to execute
a joinder to the subordination agreement, by and among ACF and certain other junior lenders to the Company; the Company
is not a party to the Subordination Agreement.

At each of March 31, 2017 and 2016, $1,675,000 of principal due on the Convertible Notes was included in long-

term liabilities, respectively.

E. In March 2017, the Company issued a promissory note to Frost Nevada Investments Trust (the “Holder”),
an entity affiliated with Phillip Frost, M.D., in the aggregate principal amount of $20,000,000 (the
“Subordinated Note”). The purpose of Company’s issuance of the Subordinated Note was to finance the
GCP Share Acquisition. The Subordinated Note bears interest quarterly at the rate of 11% per annum.
The principal and interest incurred thereon shall be due and payable in full on March 15, 2019. All claims
of the Holder to principal, interest and any other amounts owed under the Subordinated Note are
subordinated in right of payment to all indebtedness of the Company existing as of the date of the
Subordinated Note. The Subordinated Note contains customary events of default and may be prepaid by
the Company, in whole or in part, without penalty, at any time.

Payments due on notes payable are as follows:

Years ending March 31,
2018 ....................................................................................... $
2019 .......................................................................................
2020 .......................................................................................
2021 .......................................................................................
Thereafter ..............................................................................

Amount

—
21,675,000
13,133,124
211,580
—

Total ...................................................................................... $

35,019,704

NOTE 9 — EQUITY

Equity distribution agreement — In November 2014, the Company entered into an Equity Distribution Agreement
(the “2014 Distribution Agreement”) with Barrington Research Associates, Inc. (“Barrington”), as sales agent, under which
the Company may issue and sell over time and from time to time, to or through Barrington, shares (the “Shares”) of its
common stock having a gross sales price of up to $10,000,000.

Sales of the Shares pursuant to the 2014 Distribution Agreement, if any, may be effected by any method permitted
by law deemed to be an “at-the-market” offering as defined in Rule 415 of the Securities Act of 1933, as amended, including
without limitation directly on the NYSE MKT LLC or any other existing trading market for the common stock or through
a market maker, up to the amount specified, and otherwise to or through Barrington in accordance with the placement
notices delivered by the Company to Barrington. Also, with the prior consent of the Company, some of the Shares may be
sold in privately negotiated transactions. Under the 2014 Distribution Agreement, Barrington will be entitled to
compensation of 2.0 % of the gross proceeds from the sale of all of the Shares sold through Barrington, as sales agent,
pursuant to the 2014 Distribution Agreement. Also, the Company will reimburse Barrington for certain expenses incurred
in connection with the matters contemplated by the 2014 Distribution Agreement, up to an aggregate of $50,000, plus up
to an additional $7,500 per calendar quarter related to ongoing maintenance; provided, however, that such reimbursement
amount shall not exceed 8% of the aggregate gross proceeds received by the Company under the 2014 Distribution
Agreement.

During the year ended March 31, 2017, no shares were issued under the 2014 Distribution Agreement. As of
March 31, 2017, Shares having a gross sales price of up to approximately $4.7 million remained available for issuance
pursuant to the 2014 Distribution Agreement.

During the year ended March 31, 2016, the Company sold 2,119,282 Shares pursuant to the 2014 Distribution

Agreement, with total gross proceeds of $3,251,989, before deducting sales agent and issuance costs of $124,876.

From November 2014 through March 31, 2015, the Company sold 1,290,581 Shares pursuant to the 2014
Distribution Agreement, with total gross proceeds of $2,088,674, before deducting sales agent and offering expenses of
$122,149.

In November 2013, the Company entered into an Equity Distribution Agreement (the “2013 Distribution
Agreement”) with Barrington, as sales agent, under which the Company could issue and sell over time and from time to
time, to or through Barrington, Shares of its common stock having a gross sales price of up to $6.0 million.

In the three months ended June 30, 2014, the Company sold 1,247,343 Shares pursuant to the 2013 Distribution
Agreement, with total gross proceeds of $1,231,241, before deducting sales agent and offering expenses of $64,198. No
Shares were sold in the nine-month period from July 1, 2014 through March 31, 2015 under the 2013 Distribution
Agreement.

The 2013 Distribution Agreement expired in August 2014 upon the expiration of the Company’s Registration

Statement on Form S-3 under which the shares were sold.

Convertible Notes conversion - In the year ended March 31, 2015, Convertible Note holders converted $450,000

of Convertible Notes and $1,417 of accrued interest thereon into 501,574 shares of common stock.

Subsidiary dividend - In September 2015, GCP declared and paid a $1,500,000 cash dividend to its shareholders.
The Company allocated 40% of this dividend, or $600,000, to non-controlling interests. No dividends were declared or
paid in the year ended March 31, 2015.

GCP Acquisition - As described in Note 4, in March 2017, the Company issued 1,800,000 shares of Common

Stock to the Sellers in connection with the GCP Acquisition.

NOTE 10 — FOREIGN CURRENCY FORWARD CONTRACTS

The Company enters into forward contracts from time to time to reduce its exposure to foreign currency
fluctuations. The Company recognizes in the balance sheet derivative contracts at fair value, and reflects any net gains and
losses currently in earnings. At March 31, 2017 and 2016, the Company had no forward contracts outstanding. Gain or loss
on foreign currency forward contracts, which was de minimis during the periods presented, is included in other income
and expense.

NOTE 11 — PROVISION FOR INCOME TAXES

The Company accounts for taxes in accordance with ASC 740, “Income Taxes”, which requires the recognition
of tax benefits or expense on the temporary differences between the tax basis and book basis of its assets and liabilities.
Deferred tax assets and liabilities are measured using the enacted tax rates expected to apply to taxable income in the years
in which those differences are expected to be recovered or settled.

The Company’s income tax expense for the years ended March 31, 2017, 2016 and 2015 consists primarily of
federal and state and local taxes attributable to GCP, which does not file a consolidated income tax return with the
Company. Effective with the acquisition of the additional 20.1% of GCP as described in Note 4, GCP will file as part of
the U.S. federal consolidated income tax group for periods subsequent to the acquisition.

The components of income before the provision (benefit) for income taxes are as follows:

Year Ended

March 31, 2017

March 31, 2016

Domestic Operations ................. $
Foreign Operations ....................
Total .......................................... $

945,985 $
(251,663 )
694,322 $

(385,672 ) $
129,814
(255,858 ) $

Year Ended
March 31, 2015
(2,285,380 )
90,466
(2,194,914 )

The provision (benefit) for income taxes is comprised of the following:

Year Ended

March 31, 2017

March 31, 2016

Year Ended
March 31, 2015

Current provision (benefit)

Federal ........................................................................ $
State ............................................................................
Foreign ........................................................................
Total current provision (benefit) ..................................... $

1,617,000 $
(784,000 )
-
833,000 $

1,183,000 $
397,000
-
1,580,000 $

Deferred provision (benefit)

Federal ........................................................................ $
State ............................................................................
Foreign ........................................................................
Total deferred provision (benefit) ................................... $

(540,000 ) $
9,702
(115,000 )
(645,298 ) $

(148,152 ) $
19,000
-
(129,152 ) $

608,589
382,232
-
990,821

214,958
73,220
-
288,178

Total provision (benefit) .................................................
Federal ........................................................................ $
State ............................................................................
Foreign ........................................................................
Total provision (benefit) ................................................. $

1,077,000 $
(774,298 )
(115,000 )
187,702 $

1,034,848 $
416,000
-
1,450,848 $

823,547
455,452
-
1,278,999

The effective income tax rate varies from the current statutory federal income tax rate of 34% as follows:

2017
%

Years ended March 31,
2016
%

2015
%

Computed expected tax benefit, at 34% ............
Permanent items ................................................
Share based compensation .................................
Change in valuation allowance* ........................
Effect of foreign operations ...............................
Increase in unrecognized tax benefit .................
Intercompany profit ...........................................
Other ..................................................................
State and local taxes, net of federal benefit .......

(34.00 )
(29.70 )
(48.46 )
73.68
(67.87 )
(1.65 )
0.0
(2.34 )
83.31

(34.00 )
176.0
0.00
371.5
12.20
0.00
13.90
0.0
27.5

(34.00 )
3.10
0.00
81.8
1.8
0.00
2.60
0.0
3.0

Effective tax rate................................................

(27.03 )%

567.10 %

58.30 %

* Change in valuation allowance includes state NOL and deferred tax true-ups.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets
and liabilities for financial reporting and tax purposes. Significant components of the Company’s deferred tax assets and
liabilities are as follows:

March 31,

2017

2016

Deferred income tax assets:

Foreign currency transactions .................................... $
Accounts receivable ...................................................
Inventory ....................................................................
Share based compensation .........................................
U.S. federal and state net operating losses .................
Foreign net operating losses .......................................
Other ..........................................................................

-
112,000
1,204,000
665,000
29,374,000
1,511,000
245,000

144,000
103,000
857,000
679,000
33,585,000
2,003,000
2,000

Total gross assets .......................................................
Less: Valuation allowance .........................................

33,111,000
(32,621,000 )

37,373,000
(37,355,000 )

Total deferred tax asset .............................................. $

490,000

18,000

Deferred income tax liability:

Intangible assets ......................................................... $
Fixed assets ................................................................
Other ..........................................................................

(994,000 ) $
(6,000 )
(48,766 )

(1,222,000 )
-
-

Total deferred tax liability..........................................

(1,048,766 )

(1,222,000 )

Net deferred tax liability ............................................ $

(558,766 ) $

(1,204,000 )

In assessing the realizability of deferred tax assets, management considers whether it is more-likely-than-not that
some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent
upon the generation of future taxable income in those periods in which temporary differences become deductible and/or
net operating loss carryforwards can be utilized. The Company considers the level of historical taxable income, scheduled
reversal of temporary differences, tax planning strategies and projected future taxable income in determining whether a
valuation allowance is warranted. Based on historic operating losses and projected future income, the Company concluded
that its net deferred tax assets are not realizable on a more-likely-than-not basis. As such, the Company maintained a full
valuation allowance against its net deferred tax assets. The Company’s valuation allowance decreased by $4,734,000 during
fiscal 2017.

In accordance with ASC 350-10, the Company does not amortize indefinite lived-intangible assets for financial
reporting purposes. The deferred tax liability of $559,000 relates to the tax effects of differences between the financial
reporting and tax basis of intangible assets.

As of March 31, 2017, the Company had U.S. federal net operating loss carryforwards of approximately
$83,446,000 for U.S. tax purposes, which expire in Fiscal 2023 through 2037, if not utilized. The annual utilization of the
net operating loss carryforwards may be limited in future years due to the “change in ownership provisions” set forth in
Section 382 of the Internal Revenue Code. The Company also has Irish net operating loss carryforwards of approximately
$12,092,000, which have an indefinite life.

As of March 31, 2017, the Company has not provided for U.S. federal and foreign withholding taxes on any excess
of financial reporting over the tax basis of investments in foreign subsidiaries, as such earnings are indefinitely reinvested
overseas. Generally, such amounts become subject to U.S. taxation upon the remittance of dividends and under certain
other circumstances. Due to the complexities of the tax laws and assumptions that would have to be made, it is not
practicable to estimate the amounts of income tax provisions that may be required.

A reconciliation of the beginning and ending amount of unrecognized tax benefits, excluding interest and

penalties, is as follows:

Balance at March 31, 2016 ...................................................................... $
Additions based on tax positions taken in the current and prior years ....
Settlements ..............................................................................................
Decreases based on tax positions taken in prior years .............................
Other ........................................................................................................
Balance at March 31, 2017 ...................................................................... $

-
18,000
-
-
-
18,000

Of the amounts reflected above at March 31, 2017, the entire amount would reduce our effective tax rate if
recognized. The Company records accrued interest and penalties related to income tax matters in general and administrative
expenses. For the year ended March 31, 2017, interest and penalties on unrecognized tax benefits were $2,000. The
Company does not believe that the amount of unrecognized tax benefits will significantly increase or decrease within the
next 12 months.

Tax years 2013 through 2017 remain open to examination by federal and state tax jurisdictions. The Company
has various foreign subsidiaries for which tax years 2011 through 2017 remain open to examination in certain foreign tax
jurisdictions.

NOTE 12 — STOCK-BASED COMPENSATION

Stock Incentive Plan — In July 2003, the Company implemented the 2003 Stock Incentive Plan (the “2003 Plan”),
which provides for awards of incentive and non-qualified stock options, restricted stock and stock appreciation rights for
its officers, employees, consultants and directors to attract and retain such individuals. Stock option grants under the Plan
are granted with an exercise price at or above the fair market value of the underlying common stock at the date of grant,
generally vest over a three to five year period and expire ten years after the grant date.

As established, there were 2,000,000 shares of common stock available for distribution under the 2003 Plan. In
January 2009, the Company’s shareholders approved an amendment to the 2003 Plan to increase the number of shares
available under the 2003 Plan from 2,000,000 to 12,000,000 and to establish the maximum number of shares issuable to
any one individual in any particular year. As of August 2013, no new awards may be issued under the 2003 Plan.

In October 2012, the Company’s shareholders approved the 2013 Incentive Compensation Plan (“2013 Plan”)
which provides for an aggregate of 10,000,000 shares of the Company’s stock for awards of incentive and non-qualified
stock options, restricted stock and stock appreciation rights for its officers, employees, consultants and directors to attract
and retain such individuals. In February 2017, the Company’s shareholders approved an amendment to the 2013 Plan to
increase the number of shares available under the 2013 Plan from 10,000,000 to 20,000,000. As of March 31, 2017,
8,289,000 shares had been issued under the 2013 Plan, with 11,711,000 shares remaining available for issuance.

Stock-based compensation expense for the years ended March 31, 2017, 2016 and 2015 amounted to $1,577,994,
$1,370,556 and $787,710, respectively, of which $495,775, $493,666 and $178,137, respectively, is included in selling
expense and $1,082,219, $876,890 and $609,573, respectively, is included in general and administrative expense for the
years ended March 31, 2017, 2016 and 2015, respectively. At March 31, 2017, total unrecognized compensation cost
amounted to approximately $3,348,495, representing 6,546,375 unvested options. This cost is expected to be recognized
over a weighted-average period of 2.35 years. There were 671,028, 1,079,602 and 677,127 options exercised during the
years ended March 31, 2017, 2016 and 2015, respectively. The Company did not recognize any related tax benefit for the
years ended March 31, 2017, 2016 and 2015, as the effects were de minimis.

Stock Options — A summary of the options outstanding under the 2003 and 2013 Plans is as follows:

2017

Years ended March 31,
2016

2015

Weighted
Average
Exercise
Price

Outstanding at beginning of year ................................ 13,508,086 $
Granted .......................................................................
Exercised ....................................................................
Forfeited .....................................................................

3,280,000
(671,028 )
(318,500 )

0.79
0.91
0.37
3.44

11,988,188 $
2,622,500
(1,079,602 )
(23,000 )

0.58
1.63
0.35
4.30

11,174,007 $
2,525,000
(677,127 )
(1,033,692 )

0.51
1.04
0.33
1.10

Outstanding and expected to vest at end of period ......

15,798,558 $

0.78

13,508,086 $

0.79

11,988,188 $

0.58

Exercisable at period end ............................................

9,285,121 $

0.55

7,931,813 $

0.53

7,064,133 $

0.49

Weighted average fair value of grants during the
period ..........................................................................

0.57

1.07

0.65

The following table summarizes activity pertaining to options outstanding and exercisable at March 31, 2017:

Range of
Exercise Prices
$0.01 — $0.25 ..................................................
$0.26 — $0.40 ..................................................
$0.41 — $1.00 ..................................................
$1.01 — $1.50 ..................................................
$1.51 — $2.00 ..................................................
$6.01 — $7.00 ..................................................

Options Outstanding

Options Exercisable

Weighted
Average
Remaining
Life in
Years

1.48
4.32
8.40
7.88
7.99
0.22

6.34

303,100
7,132,458
5,299,500
586,000
2,471,500
6,000

15,798,558

Weighted
Average
Exercise
Price

0.22
0.34
0.98
1.24
1.69
6.93

Aggregate
Intrinsic
Value

403,354
8,223,876
644,688
121,620
—
—

303,100
6,783,396
1,137,250
391,000
664,375
6,000

9,285,121

0.55

$ 9,393,538

Total stock options exercisable as of March 31, 2017 were 9,285,121. The weighted average exercise price of
these options was $0.55. The weighted average remaining life of the options outstanding was 6.33 years and of the options
exercisable was 4.87 years.

The following summarizes activity pertaining to the Company’s unvested options for the years ended March 31,

2017, 2016 and 2015:

Weighted
Average
Exercise
Price

Unvested at March 31, 2014 ...........................................................................................

5,662,560

Granted ...........................................................................................................................
Canceled or expired ........................................................................................................
Vested .............................................................................................................................

2,525,000
(954,083 )
(2,309,422 )

Unvested at March 31, 2015 ...........................................................................................

4,924,055

2,622,500

(12,000 )
(1,958,282 )

Unvested at March 31, 2016 ...........................................................................................

5,576,273

3,280,000
(138,250 )
(2,171,648 )

Unvested at March 31, 2017 ...........................................................................................

6,546,375

0.32

1.04
0.44
0.41

0.70

1.63
0.97
0.70

1.17

0.91
0.55
0.94

1.11

The fair value of each award under the 2003 and 2013 Plans is estimated on the grant date using the Black-Scholes
option pricing model and is affected by assumptions regarding a number of complex and subjective variables. The use of
an option pricing model also requires the use of a number of complex assumptions including expected volatility, risk-free
interest rate, expected dividends, and expected term. Expected volatility is based on the Company’s historical volatility
and the volatility of a peer group of companies over the expected life of the option. The expected term and vesting of the
options represents the estimated period of time until exercise. The expected term was determined using the simplified
method available under current guidance. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at
the time of grant for the expected term of the option. The Company has not paid dividends on its common stock in the past
and does not plan to pay any dividends on its common stock in the near future. Current authoritative guidance also requires
the Company to estimate forfeitures at the time of grant and revise these estimates, if necessary, in subsequent periods if
actual forfeitures differ from those estimates. The Company estimates forfeitures based on its expectation of future
experience while considering its historical experience.

The fair value of options at grant date was estimated using the Black-Scholes option pricing model utilizing the

following weighted average assumptions:

Risk-free interest rate .................................
Expected option life in years ......................
Expected stock price volatility ...................
Expected dividend yield .............................

2017
1.37% - 1.89 %
5.5 - 6.25
68% - 69 %
0 %

March 31,
2016
1.39% - 1.81 %
5.5 - 6.25
70% - 73 %
0 %

2015
1.47% - 1.76 %
5.5 - 6.25
74% - 77 %
0 %

Employee Stock Purchase Plan - In February 2017, the Company’s shareholders approved the 2017 Employee
Stock Purchase Plan (“2017 ESPP”) which provides for an aggregate of 3,000,000 shares of the Company’s stock reserved
for issuance over the term of the 2017 ESPP. The purpose of the 2017 ESPP is to provide incentives for present and future
employees of the Company and any designated subsidiary to acquire a proprietary interest in the Company through the
purchase of shares of the Company’s common stock. As of March 31, 2017, no shares had been acquired under the 2017
ESPP.

NOTE 13 — RELATED PARTY TRANSACTIONS

A. Pallini S.p.A. (“Pallini”), as successor in interest to I.L.A.R. S.p.A., is a shareholder in the Company and
one of the officers of Pallini served as a director of the Company until March 26, 2015. In January 2011,
CB-USA entered into an agreement (“New Agreement”) with Pallini regarding the importation and
distribution of certain Pallini brand products. The terms of the New Agreement were effective as of April
1, 2010.

Pallini is no longer a related party effective April 1, 2015. For the year ended March 31, 2015, the Company

purchased goods from Pallini for $3,840,446.

B. In November 2008, the Company entered into a management services agreement with Vector Group
Ltd., a more than 5% shareholder, under which Vector Group agreed to make available to the Company
the services of Richard J. Lampen, Vector Group’s executive vice president, effective October 11, 2008
to serve as the Company’s president and chief executive officer and to provide certain other financial
and accounting services, including assistance with complying with Section 404 of the Sarbanes-Oxley
Act of 2002. In consideration for such services, the Company agreed to pay Vector Group an annual fee
of $100,000, plus any direct, out-of-pocket costs, fees and other expenses incurred by Vector Group or
Mr. Lampen in connection with providing such services, and to indemnify Vector Group for any
liabilities arising out of the provision of the services. The agreement is terminable by either party upon
30 days’ prior written notice. For the years ended March 31, 2017, 2016 and 2015, Vector Group was
paid $110,846, $85,396 and $135,475, respectively, under this agreement. These charges have been
included in general and administrative expense.

C. In November 2008, the Company entered into an agreement to reimburse Ladenburg Thalmann Financial
Services Inc. (“LTS”) for its costs in providing certain administrative, legal and financial services to the
Company. For the years ended March 31, 2017, 2016 and 2015, LTS was paid $128,625, $131,054 and
$210,875, respectively, under this agreement. Mr. Lampen, the Company’s president and chief executive
officer and a director, is the president and chief executive officer and a director of LTS and four other
directors of the Company serve as directors of LTS, including Phillip Frost, M.D. who is the Chairman
and principal shareholder of LTS.

D. As described in Note 8C, in March 2013, the Company entered into a Participation Agreement with
certain related parties. As described in Notes 8D and 8E, in October 2013 and March 2017, the Company
entered into various notes with certain related parties.

E. As described in Note 4 in March 2017, the Company issued 1,800,000 shares of Common Stock to the

Sellers and paid $20,000,000 to the Sellers in connection with the GCP Acquisition.

NOTE 14 — COMMITMENTS AND CONTINGENCIES

A. The Company has entered into a supply agreement with an Irish distiller (“Irish Distillery”), which
provides for the production of blended Irish whiskeys for the Company until the contract is terminated
by either party in accordance with the terms of the agreement. The Irish Distillery may terminate the
contract if it provides at least six years prior notice to the Company, except for breach. Under this
agreement, the Company provides the Irish Distillery with a forecast of the estimated amount of liters of
pure alcohol it requires for the next four fiscal contract years and agrees to purchase 90% of that amount,
subject to certain annual adjustments. For the contract year ending June 30, 2017, the Company has
contracted to purchase approximately €900,386 or $961,756 (translated at the March 31, 2017 exchange
rate) in bulk Irish whiskey, of which €837,164, or $894,225, has been purchased as of March 31, 2017.
For the contract year ending June 30, 2018, the Company has contracted to purchase approximately
€1,017,189 or $1,086,520 (translated at the March 31, 2017 exchange rate) in bulk Irish whiskey. The
Company is not obligated to pay the Irish Distillery for any product not yet received. During the term of
this supply agreement, the Irish Distillery has the right to limit additional purchases above the
commitment amount.

B. The Company has also entered into a supply agreement with the Irish Distillery, which provides for the
production of single malt Irish whiskeys for the Company until the contract is terminated by either party
in accordance with the terms of the agreement. The Irish Distillery may terminate the contract if it
provides at least thirteen years prior notice to the Company, except for breach. Under this agreement, the
Company provides the Irish Distillery with a forecast of the estimated amount of liters of pure alcohol it
requires for the next twelve fiscal contract years and agrees to purchase 80% of that amount, subject to
certain annual adjustments. For the contract year ending June 30, 2017, the Company has contracted to
purchase approximately €394,961 or $421,882 (translated at the March 31, 2017 exchange rate) in bulk
Irish whiskey, of which €313,081, or $334,421, has been purchased as of March 31, 2017. For the year
ending June 30, 2018, the Company has contracted to purchase approximately €442,274 or $472,420
(translated at the March 31, 2017 exchange rate) in bulk Irish whiskey. The Company is not obligated to
pay the Irish Distillery for any product not yet received. During the term of this supply agreement, the
Irish Distillery has the right to limit additional purchases above the commitment amount.

C. The Company has entered into a supply agreement with a bourbon distiller, which provides for the
production of newly distilled bourbon whiskey through December 31, 2019. Under this agreement, the
distiller provides the Company with an agreed upon amount of original proof gallons of newly distilled
bourbon whiskey, subject to certain annual adjustments. For the contract year ended December 31, 2016,
the Company contracted and purchased approximately $2,053,750 in newly distilled bourbon. For the
contract year ending December 31, 2017, the Company originally contracted to purchase approximately
$2,464,500 in newly distilled bourbon, none of which had been purchased as of March 31, 2017. The
Company is not obligated to pay the distiller for any product not yet received. During the term of this
supply agreement, the distiller has the right to limit additional purchases to ten percent above the
commitment amount. In March 2017, the distiller notified the Company of its intent to terminate the
contract under its terms after the 2017 contract year, and to limit the purchase amount for the 2017
contract year to the 2016 contract year amount.

D. The Company has a distribution agreement with an international supplier to be the sole-producer of Celtic

Honey, one of the Company’s products, for an indefinite period.

E. The Company leases office space in New York, NY, Dublin, Ireland and Houston, TX. The New York,
NY lease began on May 1, 2010 and expires on February 29, 2020 and provides for monthly payments
of $26,255. The Dublin lease commenced on March 1, 2009 and extends through October 31, 2019 and
provides for monthly payments of €1,500 or $1,602 (translated at the March 31, 2017 exchange rate).
The Houston, TX lease commenced on April 27, 2015 and extends through June 26, 2018 and provides
for monthly payments of $3,440. The Company has also entered into non-cancelable operating leases for
certain office equipment.

Future minimum lease payments for leases with initial or remaining terms in excess of one year are as follows:

Years ending March 31,
2018 .............................................................................. $
2019 ..............................................................................
2020 ..............................................................................

Amount

384,994
360,982
321,514

Total .............................................................................. $

1,067,490

In addition to the above annual rental payments, the Company is obligated to pay its pro-rata share of utility and
maintenance expenses on the leased premises. Rent expense under operating leases amounted to approximately $477,460,
$335,047 and $359,714 for the years ended March 31, 2017, 2016 and 2015, respectively, and is included in general and
administrative expense.

F. As described in Note 8C, in August 2011, the Company and CB-USA entered into the Credit Facility, as
amended in July 2012, March 2013, August 2013, November 2013, August 2014, September 2014 and
August 2015.

G. Except as set forth below, the Company believes that neither it nor any of its subsidiaries is currently
subject to litigation which, in the opinion of management after consultation with counsel, is likely to
have a material adverse effect on the Company.

The Company may become involved in litigation from time to time relating to claims arising in the ordinary course
of its business. These claims, even if not meritorious, could result in the expenditure of significant financial and managerial
resources.

NOTE 15 — CONCENTRATIONS

A. Credit Risk — The Company maintains its cash and cash equivalents balances at various large financial
institutions that, at times, may exceed federally and internationally insured limits. The Company has not
experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
B. Customers — Sales to one customer, the Southern Glazer’s Wine and Spirits of America, Inc. family of
companies, accounted for approximately, 36.6%, 39.9% and 29.7% of the Company’s net sales for the
years ended March 31, 2017, 2016 and 2015, respectively, and approximately 29.3% and 38.6% of
accounts receivable at March 31, 2017 and 2016, respectively.

NOTE 16 — GEOGRAPHIC INFORMATION

The Company operates in one reportable segment — the sale of premium beverage alcohol. The Company’s
product categories are rum, whiskey, liqueurs, vodka, tequila and ginger beer, a related non-alcoholic beverage product.
The Company reports its operations in two geographic areas: International and United States.

The consolidated financial statements include revenues and assets generated in or held in the U.S. and foreign
countries. The following table sets forth the amounts and percentage of consolidated sales, net, consolidated income from
operations, consolidated net income (loss) attributable to common shareholders, consolidated income tax expense and
consolidated assets from the U.S. and foreign countries and consolidated sales, net by category.

2017

Years ended March 31,
2016

2015

Consolidated Sales, net:

International ................................................... $ 7,528,766 9.7 % $ 9,302,134 12.9 % $ 7,938,393 13.8 %
United States .................................................. 69,740,365 90.3 % 62,918,234 87.1 % 49,519,028 86.2 %

Total Consolidated Sales, net ......................... $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 %

Consolidated Income (Loss) from Operations:
International ................................................... $
17,172 (1.6 )%
United States .................................................. 2,115,099 111.0 % 1,039,815 103.4 % (1,095,077 ) 101.6 %

(210,100 ) (11.0 )% $

(34,268 ) (3.4 )% $

Total Consolidated Income (Loss) from
Operations ...................................................... $ 1,904,999 100.0 % $ 1,005,547 100.0 % $ (1,077,905 ) 100.0 %

Consolidated Net Loss Attributable to
Common Shareholders:

International ................................................... $
United States ..................................................

(109,164 ) 12.8 % $
(101,453 ) 2.7 %
(743,449 ) 87.2 % (2,527,858 ) 100.5 % (3,698,289 ) 97.3 %

11,490 (0.5 )% $

Total Consolidated Net Loss Attributable to
Common Shareholders ................................... $

Income tax (expense), net:

(852,613 ) 100.0 % $ (2,516,368 ) 100.0 % $ (3,799,742 ) 100.0 %

United States .................................................. $

(187,702 ) 100.0 % $ (1,450,848 ) 100.0 % $ (1,278,999 ) 100.0 %

Consolidated Sales, net by category:

Whiskey ......................................................... $ 28,339,770 36.7 % $ 26,009,839 36.0 % $ 19,147,028 33.3 %
Rum ............................................................... 18,759,610 24.3 % $ 18,858,554 26.1 % $ 16,998,034 29.6 %
Liqueurs ......................................................... 8,386,705 10.9 % 8,567,121 11.9 % 8,756,376 15.2 %
Vodka ............................................................. 1,569,004 2.0 % 2,364,429 3.3 % 2,413,994 4.2 %
Tequila ...........................................................
208,845 0.4 %
Ginger beer .................................................... 20,004,029 25.9 % 16,222,095 22.5 % 9,933,144 17.3 %

198,330 0.3 %

210,012 0.3 %

Total Consolidated Sales, net ......................... $ 77,269,131 100.0 % $ 72,220,368 100.0 % $ 57,457,421 100.0 %

As of March 31,

2017

2016

Consolidated Assets:

International ...................................... $
3,234,536
United States ..................................... 51,107,608

6.0 % $

2,786,333
94.0 % 45,824,050

5.7 %
94.43 %

Total Consolidated Assets ................ $ 54,342,144

100.0 % $ 48,610,383

100.0 %

NOTE 17 — QUARTERLY FINANCIAL DATA (unaudited)

Fiscal 2017:

1st

2nd

3rd

4th

Sales, net ............................................................. $ 16,750,925 $ 19,627,791 $ 18,309,539 $ 22,580,876

Gross profit .........................................................

6,716,115

7,727,260

7,670,240

9,586,742

Net (loss) income ................................................ $

(595,703 ) $

(489,854 ) $

892,364 $

699,725

Net (income) attributable to noncontrolling
interests ...............................................................

Net (loss) income attributable to common
Stockholders ....................................................... $

(170,116 )

(210,856 )

(469,798 )

(508,375 )

(765,819 ) $

(700,710 ) $

422,566 $

191,350

Net (loss) income per common share, basic,
attributable to common shareholders .................. $
Net (loss) income per common share, diluted,
attributable to common shareholders .................. $
Weighted average shares used in computation,
basic, attributable to common shareholders ........ 160,521,947 160,698,696 160,963,862 161,065,685
Weighted average shares used in computation,
diluted, attributable to common shareholders ..... 160,521,947 160,698,696 165,245,935 165,878,218

(0.00 ) $

0.00 $

0.00

Fiscal 2016:

1st

2nd

3rd

4th

Sales, net ............................................................. $ 16,513,079 $ 18,536,509 $ 17,207,372 $ 19,963,408

Gross profit .........................................................

6,627,314

7,056,402

6,702,095

8,167,759

Net (loss) income ................................................ $

(850,144 ) $

(682,057 ) $

(595,911 ) $

421,406

Net (income) loss attributable to noncontrolling
interests ...............................................................

Net (loss) income attributable to common
stockholders ........................................................ $

(273,518 )

(329,214 )

(211,792 )

4,862

(1,123,662 ) $

(1,011,271 ) $

(807,703 ) $

426,268

Net (loss) income per common share, basic,
attributable to common shareholders .................. $
Net (loss) income per common share, diluted,
attributable to common shareholders .................. $
Weighted average shares used in computation,
basic, attributable to common shareholders ........ 157,535,571 159,774,811 160,031,891 160,167,121
Weighted average shares used in computation,
diluted, attributable to common shareholders ..... 157,535,571 159,774,811 160,031,891 167,331,808

(0.01 ) $

0.00

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures.

The Company has established disclosure controls and procedures that are designed to ensure that information
required to be disclosed in reports filed or submitted under the Securities Exchange Act of 1934, as amended (the
“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the rules and forms
of the Securities and Exchange Commission and, as such, is accumulated and communicated to the Company’s
management, including our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), as appropriate to allow
timely decisions regarding required disclosure. Management, together with our CEO and CFO, evaluated the effectiveness
of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act, as of March 31,
2017. Based on their evaluation, the CEO and CFO concluded that, due to a material weakness in our internal control over
financial reporting as described below, our disclosure controls and procedures were not effective as of March 31, 2017. In
light of the material weakness in internal control over financial reporting, we analyzed the underlying data used for the
allocation of excise taxes and freight costs to inventory, prior to filing this Annual Report on Form 10-K.

These additional procedures have allowed us to conclude that, notwithstanding the material weakness in our
internal control over financial reporting, the Consolidated Financial Statements included in this report fairly present, in all
material respects, the Company’s financial position, results of operations and cash flows for the periods presented in
conformity with generally accepted accounting principles.

(b) Management’s Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control over
financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Internal control over financial reporting is a
process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles.

Under the supervision and with the participation of our management, including the CEO and CFO, we conducted
an evaluation of the effectiveness of our internal control over financial reporting as of March 31, 2017 based upon Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission
(“COSO”).

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting,
such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial
statements will not be prevented or detected on a timely basis.

As of March 31, 2017, we did not maintain effective internal controls over the allocation of excise taxes and
freight costs to inventory because certain internal controls over the reconciliation of excise taxes and freights costs allocated
to inventory were not operating effectively.

The errors arising from the underlying deficiency are not material to the Consolidated Financial Statements
reported in any interim or annual period and therefore, did not result in a revision to previously filed Consolidated Financial
Statements. However, this control deficiency could result in a material misstatement to the annual or interim Consolidated
Financial Statements that would not be prevented or detected in a timely manner. Accordingly, we have determined that
this control deficiency constitutes a material weakness.

Because of this material weakness, management concluded that we did not maintain effective internal control over
financial reporting as of March 31, 2017, based on criteria described in Internal Control - Integrated Framework (2013)
issued by COSO.

The independent registered public accounting firm, EisnerAmper LLP, has issued an adverse audit report on the
effectiveness of the Company’s internal control over financial reporting as of March 31, 2017, which is included in this
Form 10-K in Item 8, “Financial Statements and Supplementary Data.”

Since the identification of the material weakness, management has begun implementing a remediation plan to

address the control deficiency underlying the material weakness. The remediation plan includes:

● Implementing specific reconciliation and review procedures on a quarterly as well as annual basis

designed to ensure inventory is being accurately costed.

Management plans to have its enhanced review procedures in place and operating in the second quarter of the
Company’s fiscal year ending March 31, 2018. Management intends to remediate this material weakness by March 31,
2018, assuming the Company has sufficient opportunities to conclude, through testing, that the enhanced control is
operating effectively.

(d) Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred in the fourth fiscal
quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

(d) Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders
Castle Brands Inc.

We have audited Castle Brands Inc. and subsidiaries (the “Company”) internal control over financial reporting as
of March 31, 2017, based on criteria established in the 2013 Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). The Company’s management is
responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial
reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an
understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

An entity’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. An entity’s internal control over financial reporting includes
those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the entity; (ii) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting
principles, and that receipts and expenditures of the entity are being made only in accordance with authorizations of
management and directors of the entity; and (iii) provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the entity’s assets that could have a material effect on the financial
statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls
may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.

A material weakness is a control deficiency, or combination of deficiencies, in internal control over financial
reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim
financial statements will not be prevented or detected on a timely basis. The following material weakness has been
identified and included in management’s assessment under Item 9A. The material weakness related to controls over the
allocation of excise taxes and freight costs to inventory and was considered in determining the nature, timing, and extent
of the audit tests applied in our audit of the March 31, 2017 financial statements, and this report does not affect our report
dated June 14, 2017, on those financial statements.

In our opinion, because of the effect of the material weakness described above on the achievement of the objectives
of the control criteria, Castle Brands Inc. has not maintained effective internal control over financial reporting as of March
31, 2017, based on criteria established in the 2013 Internal Control - Integrated Framework issued by COSO.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheets of the Company as of March 31, 2017 and 2016, and the related
consolidated statements of operations, comprehensive income, stockholders’ equity, and cash flows for each of the years
in the three-year period ended March 31, 2017, and our report dated June 14, 2017 expressed an unqualified opinion
thereon.

/s/ EisnerAmper LLP

New York, New York
June 14, 2017

Item 9B. Other Information

None.

Item 10. Directors, Executive Officers and Corporate Governance

PART III

This information will be contained in our definitive proxy statement for our 2017 Annual Meeting of Shareholders,
to be filed with the SEC not later than 120 days after the end of our fiscal year covered by this report, and incorporated
herein by reference or, alternatively, by amendment to this Form 10-K under cover of Form 10-K/A no later than the end
of such 120 day period.

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters

Information regarding equity compensation plans is set forth in Item 5 of this annual report on Form 10-K and is

incorporated herein by reference.

The other information required by this Item 12 will be contained in our definitive proxy statement for our 2017
Annual Meeting of Shareholders, to be filed with the SEC not later than 120 days after the end of our fiscal year covered
by this report, and incorporated herein by reference or, alternatively, by amendment to this Form 10-K under cover of Form
10-K/A no later than the end of such 120 day period.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Item 14. Principal Accounting Fees and Services

Item 15. Exhibits, Financial Statement Schedules

(a) The following documents are filed as part of this Report:

PART IV

1. Financial Statements — See Index to Financial Statements at Item 8 on page 39 of this annual report

on Form 10-K.

2. Financial Statement Schedules — Omitted because they are not applicable or not required.
3. Exhibits — The following exhibits are filed as part of, or incorporated by reference into, this annual

report on Form 10-K:

(b)
Exhibit
Number
1.1

Exhibit
Equity Distribution Agreement, dated November 20, 2014, between Castle Brands Inc. and Barrington
Research Associates, Inc., as sales agent (incorporated by reference to Exhibit 1.1 to our current report on
Form 8-K filed with the SEC on November 21, 2014)

2.1

Stock Purchase Agreement, dated March 29, 2017, by and among Castle Brands Inc., Gosling’s Limited, and
E. Malcolm B. Gosling (incorporated by reference to Exhibit 2.1 to our current report on Form 8-K filed with
the SEC on March 30, 2017)

3.1

Composite Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to our annual

report on Form 10-K for the fiscal year ended March 31, 2014 filed with the SEC on June 30, 2014)

3.2

Bylaws of the Company (incorporated by reference to Appendix E to our definitive proxy statement on

Schedule 14A filed with the SEC on December 30, 2009)

4.1

Form of Common Stock Certificate (incorporated by reference to Exhibit 4.3 to our Post-Effective Amendment

No. 1 to Form S-8 (File No. 333-160380) filed with the SEC on March 10, 2010)

4.2

4.3

4.4

Amended and Restated Loan and Security Agreement, dated as of September 22, 2014, by and among ACF
FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to Exhibit 4.1 to our
current report on Form 8-K filed with the SEC on September 24, 2014)

Amended and Restated Revolving Credit Note, dated as of August 7, 2015, in favor of ACF FinCo I LP
(incorporated by reference to Exhibit 4.2 to our current report on Form 8-K filed with the SEC on August 10,
2015)

5% Convertible Subordinated Note Purchase Agreement, dated as of October 21, 2013, among the Company
and the parties set forth on the signature pages attached thereto (incorporated by reference to Exhibit 4.1 to our
current report on Form 8-K filed with the SEC on October 25, 2013)

4.5

Form of 5% Subordinated Convertible Note Due 2018, issued by the Company (incorporated by reference to

Exhibit 4.1 to our current report on Form 8-K filed with the SEC on November 1, 2013)

4.6

4.7

First Amendment to the Amended and Restated Loan and Security Agreement, dated as of August 7, 2015, by
and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to
Exhibit 4.1 to our current report on Form 8-K filed with the SEC on August 10, 2015)

Second Amendment to the Amended and Restated Loan and Security Agreement, dated as of August 17, 2015,
by and among ACF FinCo I LP, the Company and Castle Brands (USA) Corp. (incorporated by reference to
Exhibit 4.1 to our current report on Form 8-K filed with the SEC on August 18, 2015)

4.8

11% Subordinated Note due 2019, issued by the Company (incorporated by reference to Exhibit 4.1 to our

current report on Form 8-K filed with the SEC on March 30, 2017)

10.1

Restated Export Agreement, dated as of May 9, 2017, between Gosling-Castle Partners Inc. and Gosling’s

Export (Bermuda) Limited*(3)

10.2

Amended and Restated National Distribution Agreement, dated as of March 29, 2017, by and between Castle

Brands (USA) Corp. and Gosling-Castle Partners Inc.* (3)

10.3

Stockholders’ Agreement, dated February 18, 2005, by and among Gosling-Castle Partners Inc. and the persons

listed on Schedule I thereto (Exhibit 10.5)(1)

10.4

10.5

10.6

Agreement, dated as of January 12, 2011, between Pallini SpA and Castle Brands (USA) Corp. (incorporated
by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on January 18, 2011) (2)
Supply Agreement, dated as of January 1, 2005, between Irish Distillers Limited and Castle Brands Spirits

Group Limited and Castle Brands (USA) Corp. (Exhibit 10.8)(1)(2)

Amendment No. 1 to Supply Agreement, dated as of September 20, 2005, to the Supply Agreement, dated as
of January 1, 2005, among Irish Distillers Limited and Castle Brands Spirits Group Limited and Castle Brands
(USA) Corp. (Exhibit 10.9)(1)

10.7

10.8

Letter Agreement, dated November 7, 2008, between Castle Brands Inc. and Vector Group Ltd. (incorporated
by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on November 12, 2008)
Form of Indemnification Agreement entered into with directors (incorporated by reference to Exhibit 10.1 to

our quarterly report on Form 10-Q filed on August 14, 2013)

10.9

Form of Castle Brands Inc. Stock Option Grant Agreement (incorporated by reference to Exhibit 10.1 to our

current report on Form 8-K filed with the SEC on June 16, 2006)#

10.10

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and Alfred J. Small
(incorporated by reference to Exhibit 10.3 to our current report on Form 8-K filed with the SEC on April 7,
2017)#

10.11

10.12

10.13

10.14
10.15
10.16

Third Amended and Restated Employment Agreement, effective as of February 26, 2010, by and between Castle
Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed
with the SEC on March 1, 2010)#

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and T. Kelley Spillane
(incorporated by reference to Exhibit 10.2 to our current report on Form 8-K filed with the SEC on April 7, 2017)#
Reaffirmation Agreement, dated as of August 7, 2015, by and among the Company, Castle Brands (USA) Corp., the
officers signatory thereto and certain junior lenders to the Company (incorporated by reference to Exhibit 10.1 to
our current report on Form 8-K filed with the SEC on August 10, 2015)

Castle Brands Inc. 2003 Stock Incentive Plan, as amended (Exhibit 10.29)(1)#
Amendment to Castle Brands Inc. 2003 Stock Incentive Plan (Exhibit 10.30)(1)#
Amendment No. 2 to Castle Brands Inc. 2003 Stock Incentive Plan (incorporated by reference to Exhibit 10.24 to
our annual report on Form 10-K for the fiscal year ended March 30, 2009 filed with the SEC on June 29, 2009)#

10.18
10.19

Form of Restricted Stock Agreement*#
Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and John Glover (incorporated

by reference to Exhibit 10.1 to our current report on Form 8-K filed with the SEC on April 7, 2017)#

10.20

10.21

10.22

Form of Validity and Support Agreement, dated as of August 19, 2011, among Keltic Financial Partners II, LP, the
Company, Castle Brands (USA) Corp. and the officer signatory thereto (incorporated by reference to Exhibit 10.1
to our current report on Form 8-K filed with the SEC on August 25, 2011)

Employment Agreement, dated as of April 7, 2017, by and between Castle Brands Inc. and Alejandra Peña
(incorporated by reference to Exhibit 10.4 to our current report on Form 8-K filed with the SEC on April 7, 2017)#
Amendment to the Third Amended and Restated Employment Agreement, effective as of May 11, 2012, by and
between Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.3 to our current report on
Form 8-K filed on May 17, 2012)#

10.23

10.24

Castle Brands Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit A to our definitive proxy
statement on Schedule 14A for the 2012 annual meeting of shareholders, filed with the SEC on September 11, 2012)#
Amendment No. 1 to the Castle Brands Inc. 2013 Stock Incentive Plan (incorporated by reference to Exhibit 4.4 to

our registration statement on Form S-8 filed with the SEC on March 23, 2017)#

10.25

10.26

10.27

10.28

Amendment to Fourth Amended and Restated Employment Agreement, dated as of January 24, 2014, by and
between Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on
Form 8-K filed on January 27, 2014)#

Extension and Amendment Agreement, dated as of October 24, 2015, by and between Castle Brands (USA) Corp.
and Pallini S.p.A. (f/k/a Pallini Internazionale S.r.l.) (incorporated by reference to Exhibit 10.1 to our current report
on Form 8-K filed on October 29, 2015)(2)

Amendment to Third Amended and Restated Employment Agreement, dated as of February 1, 2016, by and between
Castle Brands Inc. and Mark Andrews (incorporated by reference to Exhibit 10.1 to our current report on Form 8-K
filed on February 3, 2016)#

Castle Brands Inc. 2017 Employee Stock Purchase Plan (incorporated by reference to Exhibit A to our definitive
proxy statement on Schedule 14A for the 2016 annual meeting of shareholders, filed with the SEC on January 11,
2017)#

10.29

Amendment No. 1 to Stockholders Agreement, dated March 29, 2007, by and among Gosling-Castle Partners Inc.

and the persons listed on Schedule I thereto*

21.1
23.1
31.1

List of Subsidiaries*
Consent of EisnerAmper LLP*
Certification of CEO Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of

2002*

31.2

Certification of CFO Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of

2002*

32.1

Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002*
101.INS XBRL Instance Document.*
101.SCH XBRL Taxonomy Extension Schema Document. *
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. *
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. *
101.LAB XBRL Taxonomy Extension Label Linkbase Document. *
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. *

* Filed herewith
# Management Compensation Contract
(1) Previously filed as an exhibit to our Registration Statement on Form S-1 (File No. 333-128676), which

was declared effective on April 5, 2006, and incorporated by reference herein.

(2) Confidential portions of this document are omitted pursuant to a request for confidential treatment that

has been granted by the Commission, and have been filed separately with the Commission.

(3) Confidential portions of this document are omitted pursuant to a request for confidential treatment and

have been filed separately with the Commission.

Item 16. Form 10-K Summary

None.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has

duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on June 14, 2017.

SIGNATURES

CASTLE BRANDS INC.

By: /s/ ALFRED J. SMALL
Alfred J. Small
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)

POWER OF ATTORNEY

Each individual whose signature appears below constitutes and appoints each of Richard J. Lampen and Alfred J.
Small, such person’s true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for such
person and in such person’s name, place and stead, in any and all capacities, to sign any and all amendments to this report
on Form 10-K, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the Securities
and Exchange Commission, granting unto each said attorney-in-fact and agent full power and authority to do and perform
each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all that any said attorney-in-fact and agent, or
any substitute or substitutes of any of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the

following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature

Title

/s/ RICHARD J. LAMPEN
Richard J. Lampen

President and Chief Executive Officer and Director
(Principal Executive Officer)

/s/ ALFRED J. SMALL
Alfred J. Small

/s/ MARK ANDREWS
Mark Andrews

/s/ JOHN F. BEAUDETTE
John F. Beaudette

/s/ HENRY C. BEINSTEIN
Henry C. Beinstein

/s/ PHILLIP FROST, M.D.
Phillip Frost, M.D.

Senior Vice President, Chief Financial
Officer, Secretary and Treasurer (Principal
Financial Officer and Principal Accounting
Officer)

Director

/s/ DR. RICHARD M. KRASNO
Dr. Richard M. Krasno

Director

/s/ STEVEN D. RUBIN
Steven D. Rubin

/s/ MARK ZEITCHICK
Mark Zeitchick

Director

Date

June 14, 2017

COMPARISON OF CUMULATIVE TOTAL RETURN

The following graph compares the cumulative total shareholder return on our common stock from March 31, 2012
through March 31, 2017 to the cumulative total return for (i) the Russell 2000 Index (the ‘‘Russell 2000 Index’’) and (ii) a
peer group that we selected that consists of alcoholic and non-alcoholic beverage companies. The peer group is comprised
of Willamette Valley Vineyards, Inc., Craft Brew Alliance Inc., Scheid Vineyards Inc., Crimson Wine Group, Ltd. and
Jones Soda Co. (the ‘‘Peer Index’’). Total return values were calculated based on cumulative total return assuming the
investment, at the closing price on March 31, 2012, of $100 in each of our common stock, the Russell 2000 Index, and the
Peer Index. In calculating total annual shareholder return, reinvestment of dividends, if any, is assumed. The indices are
included for comparative purpose only. They do not necessarily reflect management’s opinion that such indices are an
appropriate measure of the relative performance of our common stock. This graph is not ‘‘soliciting material,’’ is not
deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference in any of our filings
under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before
or after the date hereof and irrespective of any general incorporation language in any such filing.

CORPORATE INFORMATION

OFFICERS

TRANSFER AGENT

Richard J. Lampen
President and
Chief Executive Officer

John S. Glover
Executive Vice President and
Chief Operating Officer

Continental Stock Transfer
and Trust Company
1 State Street
30th Floor
New York, NY 10004
212.509.4000

CORPORATE HEADQUARTERS

Alfred J. Small
Senior Vice President,
Chief Financial Officer,
Treasurer and Secretary

T. Kelley Spillane
Senior Vice President—
Global Sales

Alejandra Peña
Senior Vice President—
Marketing

Brian L. Heller, Esq.
General Counsel and
Assistant Secretary

DIRECTORS

Mark Andrews, Chairman
John F. Beaudette
Henry C. Beinstein
Phillip Frost, M.D.
Dr. Richard M. Krasno
Richard J. Lampen
Steven D. Rubin
Mark Zeitchick

122 East 42nd Street
Suite 5000
New York, NY 10168
646.356.0200

COMMON STOCK

Castle Brands Inc.'s
common stock trades on
the NYSE American under the
symbol ROX.

AUDITORS

EisnerAmper LLP
New York

COUNSEL

Greenberg Traurig, P.A.
Miami

ANNUAL REPORT
ON FORM 10-K

Copies of our Annual
Report on Form 10-K, as
amended, for the fiscal
year ended March 31, 2017
can be accessed via our
website at:
http://investor.castlebrandsinc.com/ann
uals-proxies.cfm

ADDITIONAL INFORMATION

Copies of our filings with
the U.S. Securities and
Exchange Commission and
other information may be
obtained at our investor
relations website:
http://investor.castlebrandsinc.com/ or
by contacting:

Castle Brands Inc.
122 East 42nd Street
Suite 5000
New York, NY 10168
Attention: Investor Relations
646.356.0200