Final Results

PRESS RELEASE For release: 28 November 2008 The Core Business: Results - Year ended 31 May 2008 The Core Business PLC, (`the Company') the innovative beauty brand business, today announced its audited results for the year to 31 May 2008. Highlights: · Strategic acquisition of Amirose International Limited. · Increased business coming from distribution and a move towards higher value brand consultancy assignments. · Elite Models Fashion colour cosmetics was launched in 200 Superdrug stores in September 2007 and generated over £600,000 sales in the year. · Exclusive 5 year UK distribution agreement signed with Bloom in February 2008, an exciting and unique Australian colour cosmetics brand which has launched in 100 Superdrug stores in October 2008. · Tweezlight, an Amirose product won the 2008 best grooming product award in the prestigious lifestyle magazine Wallpaper. · The operating loss of £652,161 includes exceptional items of £542,960 relating to the acquisition of Amirose International and its associated fund raising. Our underlying operating loss of £109,201 is a considerable improvement on last year's equivalent of £414,922. Commenting on the audited results and outlook Stirling Murray, Chief Executive said: "It's been an exciting and eventful year. Our objective continues to be to build a highly profitable beauty management group. We have successfully moved our business model from consultancy to one where selling brands to retailers provides 95 per cent of our revenue stream. We have completed the first acquisition under our `buy and build' strategy and are well placed to grow our business aggressively and profitably in the future. Moving into distributing brands and the acquisition of Amirose International Limited in July 2007 has had a dramatic and positive effect on our business. The acquisition of Amirose International Limited enhances our capabilities and provides us with a strong platform on which to deliver our strategic objectives. Our focus on brands flowing through the business, whether under exclusive UK distribution agreements or our own brands, delivers a greatly enhanced revenue stream. We are continually approached by companies wishing to enter the UK and this combined with our commitment to develop our own beauty brands should deliver business growth and cash generation. We also intend to develop a strong consumer web based retail business and will seek further acquisitions that fit our strategic criteria. The Core Business operates in the mid-to-mass sector of the beauty market concentrating our efforts on `value' brands. Traditionally this sector remains steady in economic decline and can benefit as consumers trade down from premium to mass brands. To remain defensive in the current economic climate in the next 12 months we are looking to extend our geographic reach and move more strongly into the export market. In addition, we are confident that we can continue to create a strong brand portfolio and retailer spread that means that no significant portion of our business remains dependent on one brand or retailer." The auditors, without qualifying their report, have drawn attention to the paragraphs relating to Going Concern within the 'Basis of Preparation' accounting policy. For further information, please contact: The Core Business PLC www.thecorebusiness.co.uk Stirling Murray, Chief Executive 020 8559 8244 Alastair Kennedy, Finance Director 020 8559 8244 Blomfield Corporate Finance Ltd (Nomad) Nick Harriss / Emily Morgan 020 7489 4500 Notes to Editors The Core Business was established in May 2004 by Stirling Murray to create, develop, launch and distribute personal care and beauty brands. It also provides consultancy and brand management services. The Company was listed on AIM in March 2006 under the ticker `CORE.' Financial results AUDITED PROFIT AND LOSS ACCOUNT YEAR ENDED 31 MAY 2008 Notes Group 2008 2007 £ £ Revenue 2,163,894 257,058 Cost of sales (1,118,660) (58,137) _______ _______ Gross profit 1,045,234 198,921 Sales and marketing (234,751) - Administration costs (1,462,644)(613,843) _______ _______ Operating loss (652,161)(414,922) Analysed as: Operating loss before exceptional (109,201)(414,922) items Exceptional items 2 (542,960) - _______ _______ Operating loss (652,161)(414,922) Financial income 6,268 11,210 Financial expense (64,996) - Share of profit/(loss) of associate - - _______ _______ Loss before tax (710,889)(403,712) Income tax credit/(expense) 40,096 (3,310) _______ _______ Loss for the year (670,793)(407,022) ======= ======= Loss per share Basic and diluted 3 (0.42pence)(0.97pence) AUDITED BALANCE SHEETS Group Company 2008 2007 2008 2007 £ £ £ £ Assets Non-current assets Property, plant and 95,376 1,507 86,850 1,507 equipment Goodwill 1,648,971 - - - Investment in - - 3,168,901 - subsidiary Investment in - - - - associate Financial assets - 21,706 - 21,706 ______________________________________________ 1,744,347 23,213 3,255,751 23,213 Current assets Inventories 435,275 5,510 41,269 5,510 Trade and other 344,409 200,408 77,630 200,408 receivables Current tax assets - 8,873 - 8,873 Cash and cash 168,473 79,576 3,045 79,576 equivalents ______________________________________________ 948,157 294,367 121,944 294,367 ______________________________________________ Total assets 2,692,504 317,580 3,377,695 317,580 ============================================== Equity and liabilities Equity attributable to the Company's equity holders Share capital 1,017,412 211,982 1,017,412 211,982 Equity reserve 10,722 - 10,722 - Share premium 1,096,431 411,913 1,096,431 411,913 Retained earnings (816,650)(539,267) (727,909) (539,267) ______________________________________________ 1,307,915 84,628 1,396,656 84,628 Current liabilities Trade and other payables 564,642 232,952 329,238 232,952 Borrowings 762,713 - 762,713 - Current tax 57,234 - - - liabilities Amounts owed to group - - 889,088 - undertakings ______________________________________________ Total liabilities 1,384,589 232,952 1,981,039 232,952 ______________________________________________ Total equity and 2,692,504 317,580 3,377,695 317,580 liabilities ============================================== AUDITED STATEMENTS OF CHANGES IN EQUITY YEAR ENDED 31 MAY 2008 Group Share Equity Share Retained Total capital reserve premium earnings £ £ £ £ £ Balance as at 1 June 201,383 - 337,719 (132,245) 406,857 2006 Changes in equity for the year to 31 May 2007 Loss for the year - - - (407,022)(407,022) Total recognised income and expense for the year - - - (407,022)(407,022) Issue of share capital 10,599 - 74,194 - 84,793 Balance as at 31 May 211,982 - 411,913 (539,267) 84,628 2007 Changes in equity for the year to 31 May 2008 Loss for the year - - - (670,793) (670,793) Total recognised income - - - (670,793) (670,793) and expense for the year Credit on issue of - - - 393,410 393,410 share warrants Issue of share capital 805,430 - 684,518 - 1,489,948 Equity component of - 10,722 - - 10,722 convertible loans ____________________________________________________ Balance as at 31 May 1,017,412 10,722 1,096,431 (816,650)1,307,915 2008 ==================================================== Company Share Equity Share Retained Total capital reserve premium earnings £ £ £ £ £ Balance as at 1 June 201,383 - 337,719 (132,245) 406,857 2006 Changes in equity for the year to 31 May 2007 Loss for the year - - - (407,022) (407,022) Total recognised income - - - (407,022) (407,022) and expense for the year Issue of share capital 10,599 - 74,194 - 84,793 Balance as at 31 May 211,982 - 411,913 (539,267) 84,628 2007 Changes in equity for the year to 31 May 2008 Loss for the year - - - (582,052) (582,052) Total recognised income - - - (582,052) (582,052) and expense for the year Credit on issue of - - - 393,410 393,410 share warrants Issue of share capital 805,430 - 684,518 - 1,489,948 Equity component of - 10,722 - - 10,722 convertible loans _____________________________________________________ Balance as at 31 May 1,017,412 10,722 1,096,431 (727,909) 1,396,656 2008 ===================================================== AUDITED CASH FLOW STATEMENTS TO 31 MAY 2008 Group Company 2008 2007 2008 2007 £ £ £ £ Cash flows from operating activities Cash generated from 77,475 (404,421) 189,675 (404,421) operations Interest paid (64,996) - (64,996) - Tax paid - - - - ___________________________________________ Net cash used in 12,479 (404,421) 124,679 (404,421) operating activities Cash flows from investing activities Acquisition of subsidi (2,002,548) - (3,168,901) - -ary net of cash acquired Amounts owed to subsidiary - - 889,089 - undertaking Purchases of property, (112,009) (1,963) (110,860) (1,963) plant and equipment Investment in financial asset - (11,128) - (11,128) Interest received 6,268 11,210 4,755 11,210 ___________________________________________ Net cash used in (2,108,289) (1,881) (2,385,917) (1,881) investing activities Cash flows from financing activities Net proceeds on issues 1,411,273 84,793 1,411,273 84,793 of shares Proceeds on issue of 850,000 - 850,000 - loan notes Repayment of loan (76,566) - (76,566) - notes ___________________________________________ Net cash from 2,184,707 84,793 2,184,707 84,793 financing activities Net (decrease)/ 88,897 (321,509) (76,531) (321,509) increase in cash and cash equivalents Cash and cash 79,576 401,085 79,576 401,085 equivalents at beginning of year ___________________________________________ Cash and cash 168,473 79,576 3,045 79,576 equivalents at end of year ___________________________________________ Bank balances and 168,473 79,576 3,045 79,576 cash ___________________________________________ NOTESTO THE ACCOUNTS 1 Summary of significant accounting policies Basis of preparation The consolidated and Company financial statements of The Core Business Plc have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU) applied in accordance with the provisions of the Companies Act 1985. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the International Financial Reporting Interpretations Committee (IFRIC) and there is an ongoing process of review and endorsement by the European Commission. The financial statements have been prepared on the basis of the recognition and measurement principles of IFRS that were applicable at 31 May 2008. The preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management's best knowledge of the amount, event or actions, actual results may ultimately differ from those estimates. The accounts have been prepared under the historical cost convention. The principal accounting policies set out below have been consistently applied to all periods presented. Going concern The Group has incurred trading losses during the year ended 31 May 2008. At the date of approval of these financial statements, the Company is in default of its two convertible loan agreements and the directors are negotiating new terms with the lenders. The financial statements have been prepared on the going concern basis which assumes the Company and the Group will continue in operational existence for the foreseeable future. The validity of this assumption depends upon the successful conclusion of future negotiations with the Company's existing lenders or with other potential lenders or investors with whom the directors have been in discussion. The financial statements do not include any adjustments that would result if negotiations were not concluded successfully. Whilst the directors are presently uncertain as to the outcome of this matter mentioned above, they believe that it is appropriate for the financial statements to be prepared on the going concern basis. Standards, interpretations and amendments to published standards that are not yet effective Certain new standards, amendments and interpretations to existing standards have been published and endorsed by the EU that are mandatory for the Group's accounting periods beginning on or after 1 June 2008 or later periods but which the Group has not early adopted, are as follows: - IFRS 8, Operating Segments (effective for accounting periods on or after 1 January 2009). IFRS 8 proposes that entities adopt `the management approach' to reporting the financial performance of its operating segments. Management is currently assessing the impact of IFRS 8 on the format and extent of disclosures presented in the financial statements. The directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group's financial statements. Consolidation The Group financial statements include the results of The Core Business Plc and its subsidiary undertakings on the basis of their financial statements to 31 May 2008. The results of businesses acquired are included from the date of acquisition. A subsidiary is an entity controlled, directly or indirectly, by The Core Business Plc. Control is regarded as the power to govern the financial and operating policies of the entity so as to obtain the benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services provided in the ordinary course of the Group's activities. Revenue derived from the Group's principal activities (which is shown exclusive of applicable sales taxes, where applicable) is recognised as follows: Revenue from sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, usually on despatch of the goods. 1 Summary of significant accounting policies (continued) Interest income is accrued on a time basis, by reference to the principal outstanding and at the interest rate applicable. Goodwill Goodwill represents the excess of the cost of an acquisition over the fair value of the Group's share of the identifiable net assets of the acquired subsidiary at the date of acquisition. Separately recognised goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill are not reversed. Inventories Inventories held for resale are valued at the lower of cost and net realisable value. Share based payments The cost of warrant based equity transactions is measured with reference to the fair value of the services provided for which the warrant was granted using a Black-Scholes pricing model. In accordance with IFRS 2 `Share-based Payments' the resulting cost is charged to the income statement over the vesting period of the warrants. 2. Exceptional items Exceptional items are events or transactions that fall within the activities of the Group and which by virtue of their size or incidence have been disclosed in order to improve a reader's understanding of the financial statements. 2008 2007 £ £ Charge in respect of warrants issued 393,410 - during the year Costs in respect of acquisition of Amirose 149,550 - International _________________ Total exceptional items 542,960 - 3. Loss per share 2008 2007 £ £ Loss for the purpose of basic and (670,793) (407,022) diluted loss per share Number of shares 2008 2007 No. No. Weighted average number of ordinary shares: - for the purposes of basic and 160,451,379 42,065,406 diluted loss per share The impact of warrants in issue during the year is anti dilutive and has not been taken into consideration when calculating the weighted average number of ordinary shares for the purposes of calculating the diluted earnings per share. -END-

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