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.
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