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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
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Faces Cosmetics | LSE:FCE | London | Ordinary Share | GB00B1CKTQ32 | ORD 1P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.175 | 0.00 | 01:00:00 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
0 | 0 | N/A | 0 |
FOR RELEASE 25 January 2008 FACES COSMETICS PLC ("Faces Cosmetics" or "the Company" or "the Group") ("branded cosmetics, skin care and anti-aging products") RESULTS FOR YEAR ENDED 31 JULY 2007 Highlights 2007 2006 Change C$`000 C$`000 System Revenue 13,003 12,184 +6.7% Revenue 4,433 4,006 +10.6% Loss before tax (2,303) (605) (280.5)% Basic loss per share (0.05) (0.01) (400)% Introduction This annual report is the first set of results since the Company was admitted to trading on AIM on 7 September 2006. In this relatively short period the Company has laid the foundations and arranged new funding for its overseas expansion. * The Group incurred a net loss of $2,313,580 of which a large portion related to adjustments to the treatment of costs of restructuring and the raising of pre IPO funds, the reclassification of items previously capitalised and the valuation of trading stock, some of which are of a non-recurring and exceptional in nature. * An investment by Indivision Ventures II of £5 million by way of a subscription for 125,000,000 new ordinary shares in the Company at a price of 4p per share, representing approximately 70.6 per cent of the Company's enlarged issued share capital, was arranged during the year and completed after the year end. * The new funding will provide not only the opportunity to accelerate the development of new markets in India and the Middle East but also to build upon Faces' existing operations though the continued rollout of its franchise model. The company may also establish, a limited number of Group-owned flagship stores to demonstrate the operation of the franchise model and provide training centres for franchisees. For further information, please contact: Faces Cosmetics plc Ramesh Jolly + 1 (905) 760 0110 Ext.112 Chief Executive Officer Rupert Folkard + 1 (905) 760 0110 Ext 102 Finance Director www.faces-cosmetics.com City Financial Associates Limited Ross Andrews + 44 (0) 20 7492 4777 Faces Cosmetics plc ("Faces Cosmetics" or "the Company" or "the Group") ("branded cosmetics, skin care and anti-aging products") RESULTS FOR YEARENDED 31 JULY 2007 CHAIRMAN'S AND CHIEF EXECUTIVE'S STATEMENT Introduction These are the first set of annual results since the Company was admitted to trading on AIM on 7 September 2006. In this relatively short period the Company has laid the foundations for its expansion in established and international markets. Financial Overview Revenue for the period was C$4,433,115 (2006: C$4,006,613) and the loss before tax was C$2,302,380 (2006: C$605,015). These results are outlined in more detail in the Finance Director's Report. The directors have not declared any dividend in respect of the period ended 31 July 2007. Business Overview The directors consider the key performance indicators of the Group to be: The key non financial performance indicators are: - Revenue increased 10.6% to C$4,433,115 (2006: C$4,006,613) - Gross Profit decreased 2.6% to C$ 2,428,176 (2006: C$2,492,176) - Losses after Tax increased 280% to C$2,313,580 (2006: C$608,529) Operational Overview Since admission to AIM in September 2006, the Company has concentrated on laying the foundations for expansion in international markets along with its ongoing development in the United States as the principal source of growth. Starting spring 2008 the Company expects to put in place its strategy for expansion into the Middle East and India. At the time of the Company's admission to AIM, the Directors' stated strategy was to build upon Faces' existing network of mainly franchised retail locations predominantly located in Canada and Mexico, and to expand the awareness of the Faces' branded cosmetics and skincare business internationally. In line with the Faces strategy to expand its branded cosmetics and skincare business through its franchise model, the Group has completed the sale of three Group-owned retail locations in Montreal, Canada to an existing franchisee. In addition, it has opened new franchise locations in British Columbia and Toronto, Ontario. The Group is also expanding into Alberta in the Southwest of Canada for the first time. International Markets The Group has opened an additional store in Ireland, and a master franchise agreement covering the United Arab Emirates, Saudi Arabia, Kuwait, Oman, Qatar, Bahrain and Yemen. An agreement has also been entered into for the future opening of stores into new markets in Kosovo and Central America. In the United States, since September 2006, the Company has laid the foundations for expansion and recently announced agreements for 18 new franchised store locations, grouped into four geographical multi-franchise territories focused on California, Northern Virginia, Maryland and Texas. The area developer franchisees expect to open their first store in each of the two regions early in 2008 and plan to open the balance progressively over the next two years. In view of the strategic importance of the United States market, the Group appointed Mr. Kim Perrotta as Vice President of Franchise and Business Development with over 30 years experience in this area. In Mexico, the Faces licensee has added two new locations to its existing store portfolio and commenced an initiative to establish Faces branded departments within host stores. The initiative includes the launch of 3 pilot Faces concessions in Sanborns department stores. In Central America, the first franchise agreement has been signed in San Pedro Sula, Honduras. San Pedro Sula is the second largest city in the country and considered the economic heartland and Industrial Capital of Honduras. The Directors expect that the new store will be the first of a number of franchised stores under a business expansion programme with a number of opportunities for further expansion throughout Central America and the surrounding regions. In Ireland, the Master Franchisee opened its second store in Navan. New Product Development In addition to the continuous development of new products within the Group's core product portfolio, Faces has accelerated the development of high performing spa products with over 30 new introductions during the year. In line with the trends in the cosmetic market, the Group has expanded its existing range of men's skin care products with the launch of `Deep Cleansing Foam', `Advanced Defense Age Defying Serum' and `Energizing Eye Gel'. The Group intends to expand its mineral powder line with SPF 25 and water resistance, glitter eyeliner, an intensive therapeutic foot cream, and a perfecting skin foundation line. A complete line of body care products and a mineral makeup line are to be introduced in Spring 2008. Funding by Indivision On 18 October 2007, an agreement with Indivision Ventures II was entered into whereby Indivision agreed to invest £5 million in the Company by way of a subscription for 125,000,000 new ordinary shares at a price of 4p per share, representing approximately 70.6 per cent of the Company's enlarged issued share capital. Indivision Ventures II, wholly-owned by Indivision India Partners, was established for the purpose of the Subscription. Indivision Indian Partners is a US$425 million private equity fund with an investment focus on businesses in the consumer brands sectors which caters to consumers from Indian subcontinent. Indivision India Partners' has a relationship with Pantaloon Retail (India) Limited, one of India's largest retailers with a quotation on the Mumbai Stock Exchange. Indivision India Partners' investment philosophy is (i) to partner with and invest in businesses seeking growth capital, and who share similar growth aspirations and (ii) to invest in businesses where there are opportunities to exploit synergies with Pantaloon. Outlook The availability of new funding, received in November 2007, will provide the Directors not only with an opportunity to build upon Faces' existing operations though the continued rollout of its franchise model but also to establish, over the next 12 to 18 months, a limited number of Group-owned flagship stores which can also be used as training centres for franchisees. In Asia, the opportunity to develop a Faces network in India with Indivision is an exciting prospect for the Company. The Directors believe that the Indian market, with a middle class population of 250 million people and where women (aged between 15 years and 39 years) make up 20 per cent of the population, with an established demand for cosmetic, skin care and anti-aging products provides outstanding growth potential. The Group's plans will include establishing a relationship with a well established Indian retailer, opening Group-owned stores, followed by a rollout of franchised stores throughout India. In the Director's opinion, the Group offers a broader range of products compared to that which is currently available by a single brand in the Indian market. With the fourth largest and second fastest growing major economy in the world, India is a key market for Faces cosmetics future expansions plans and the Group hopes to announce further details on its strategy for the Indian Market within the next three months. In the USA, the Group will focus on four key strategic markets: Eastern Seaboard (New York/New Jersey), the West Coast (Los Angeles/San Francisco), the Mid West (Chicago) and the Florida coast. The Group has developed plans in the next phase for the UK market. It is intended to position a flagship store prior to building a network of satellite locations under franchise agreements. The Directors do not expect to establish corporate owned stores in other UK geographic areas until the first company-owned store is established and a master franchisee is identified. This approach is intended to improve training and personnel development, provide effective regional management and supervision, promote a cost effective regional communications program, build trade and customer recognition and attract new franchisees. The first step is to invest in infrastructure and expand the existing retail network. The Directors believe that the establishment of a company-owned store is, in many cases, the most effective vehicle to attract new franchisees and bring the Faces' brand, products and services to the public arena. The Directors intend to appoint a marketing director, supported by a small in-house team and third party specialist advertising and public relations agencies to introduce a marketing-led approach, manage budgets and ensure that a consistent brand image is projected through all communication media. In the short term, the Company will concentrate on a calendar of promotions, which will not only cover the traditional promotional events for Christmas, Valentine's Day, Mother's Day, Father's Day etc, but also product based promotions. Additionally, the Directors intend to establish a central marketing department that will progressively build a comprehensive range of marketing support materials including advertising and public relations in support of local and, ultimately, national promotional events. This approach is intended not only to provide professional marketing tools to the franchisees for their own use, but also build awareness and desirability of the Faces brand through consistent, controlled and coordinated communications messages at the local and national levels. Terrence Horner Ramesh Jolly Chairman Chief Executive Officer FINANCE DIRECTOR REPORT Operating Performance Group sales were C$4,433,115, and represent an increase of 10.6% over the prior year period of the predecessor Canadian entity. The Group incurred a net loss of C$2,313,580 of which a large portion related to adjustments to the treatment of costs of restructuring and the raising of pre IPO funds, the reclassification of items previously capitalised and the valuation of trading stock, some of which are of a non-recurring and exceptional in nature. Capital Movements Prior to the introduction of the Group to trading on AIM, Faces secured funding of US$2.13 million from Pride, a third party investor, by way of equity subscription for common shares in Faces Holdings Inc., subsequently exchanged for 20,682,210 Ordinary Shares. The proceeds of the funding were used to meet the costs of Admission (£500,000) and to provide additional working capital for the Group. Following the pre-Admission subscription, this investor held 18,137,210 Ordinary Shares representing 35.63 per cent. of the issued Ordinary Share capital of the Company upon Admission. On 24 August 2006 the Company acquired 100 per cent of the issued share capital of Faces Holdings Inc. in consideration of the issue, credited as fully paid, of 50.9 million Ordinary Shares and 30.173 million Preference Shares to the holders of common shares and preference shares in Faces Holdings Inc. Faces Holdings Inc. had been partly funded, since 2001, by C$4.17 million of loans provided by a consortium of Canadian based investors. As part of the Admission process the providers of these loans agreed to convert the outstanding loans into 30,172,631 Preference Shares. The non-listed Preference Shares are convertible into Ordinary Shares on a one for one basis, in tranches on a quarterly basis commencing six months after Admission. On full conversion the issued ordinary share capital of the Company would increase by 30,172,631 Ordinary Shares representing 37.22 per cent of the enlarged share capital of the Company. To date none of the preference shares have been converted. Post Balance Sheet Events In November 2007 Indivision Ventures II invested £5 million in the Company by way of a subscription for 125,000,000 new ordinary shares at a price of 4p per share, representing approximately 70.6 per cent of the Company's enlarged issued share capital. Taxation No taxation arises in respect of the Group's trading for the year. The Group has tax losses carried forward of over $4,230,000. Investments The Company has no investments other than in its operating subsidiary. Rupert Folkard Finance Director FACES COSMETICS PLC GROUP INCOME STATEMENT FOR THE PERIOD ENDED 31 JULY 2007 Pro forma 2007 2006 Notes C$'000 C$'000 Continuing operations Revenue 2 4,433 4,006 Cost of sales (2,005) 1,514 Gross profit 2,428 2,492 Operating expenses (247) (160) Share warrant expenses (306) - Share option expenses (93) - Share issue costs (463) - Administrative expenses (3,623) (2,938) Loss from operations (2,304) (605) Other Income 1 - Loss before Taxation (2,303) (605) Taxation 3 (11) (4) Loss after taxation (2,314) (609) Loss per share (cents): 7 Basic (0.05) (0.01) Diluted (0.05) (0.01) FACES COSMETICS PLC GROUP STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY FOR THE PERIOD ENDED 31 JULY 2007 Ordinary Share Preference Share Share premium Share Warrant capital Capital Reserve C$'000 C$'000 C$'000 C$'000 Balance at 1 - - - - August 2006 Profit for the - - - - year - - - - Merger - - - - Issue of shares 1,092 646 474 Issue of share - - - 272 warrants Issue of share - - - - options Balance at 31 1,092 646 474 272 July 2007 Share Option Retained Merger Reserve Total Reserve earnings C$'000 C$'000 C$'000 C$'000 Balance at 1 - (2,970) 1,250 (1,720) August 2006 Profit for the - (2,314) - (2,314) year - (5,284) 1,250 (4,034) Merger - - 2,998 2,998 Issue of shares - - - 2,212 Issue of share - - - 272 warrants Issue of share 93 - - 93 options Balance at 31 93 (5,284) 4,248 1,541 July 2007 FACES COSMETICS PLC GROUP BALANCE SHEET AS AT 31 JULY 2007 Pro forma Notes 2007 2006 C$'000 C$'000 Assets Non-current assets Notes and loans receivable 494 13 Property, plant and equipment 276 397 Intangible assets 842 961 1,612 1,371 Inventories 2,428 2,769 Accounts Receivable 625 429 Deposits and prepaid expenses 124 35 Notes and loans receivable 65 305 3,242 3,538 Total assets 4,854 4,909 Equity and liabilities Current liabilities Trade and other payables 903 638 Bank loans and overdraft 4 837 184 Loans from related parties 5 1,052 299 Current portion - long term debt 243 654 Tax payable - 4 3,035 1,779 Non-current liabilities Other loans - 4,364 Long term debt 278 486 Total liabilities 3,313 6,629 Capital and reserves Share capital - common shares 6 1,092 - Share capital - preference shares 646 - Share premium 474 - Share warrant reserve 272 - Share options reserve 93 - Merger Reserve 4,248 1,250 Retained losses (5,284) (2,970) Total equity attributable to equity 1,541 (1,720) holders Total equity and liabilities 4,854 4,909 FACES COSMETICS PLC GROUP CASH FLOW STATEMENT FOR THE PERIOD ENDED 31 JULY 2007 Pro forma 2007 2006 C$'000 C$'000 Cash flows from operating activities Cash receipts from customers and franchises 3,650 4,052 Cash paid to suppliers and employees (5,075) (4,057) Interest paid (148) (172) Net cash from operating activities (1,573) (177) Cash flows from investing activities Product development and intangible asset costs (102) (441) incurred Purchase of property, plant and equipment (22) (12) Proceeds from disposal of property, plant and 99 - equipment Net cash used in investing activities (25) (453) Cash flows from financing activities Common shares issued for cash 2,496 250 Payment of cost of shares issued (1,796) - Proceeds from promissory note - 452 Repayment of bank loans (194) (181) Repayment of advances 116 (284) Repayments of small business loan (8) (62) Proceeds of other loans 586 45 Proceeds of loans from related parties 782 298 Repayment of promissory note payable (452) - Net cash from financing activities 1,530 518 Net increase in cash and cash equivalents (68) (112) Cash and cash equivalents at the beginning of (183) (72) the year Cash and cash equivalents at the end of the (251) (184) year 1. Notes to the Preliminary Results The financial information set out in the preliminary announcement does not constitute the Group's statutory accounts within the meaning of section 240 of the Companies Act 1985 and has been extracted from the Group's statutory accounts for the year ended 31 July 2007, which were approved by the Board on 24 January 2008. The auditors have reported, on those accounts; their report was unqualified and did not contain a statement under section 237(2) or (3) of the Companies Act 1985. The accounts have been prepared in accordance with International Financial Reporting Standards adopted by the European Union and the accounting policies adopted in the Company's AIM Admission Document dated September 2006, as well as applying the principles of uniting of interests (merger accounting) to the acquisition by the Company of Faces Holdings Inc. The accounts will be delivered to the Registrar of Companies after the Company's Annual General Meeting, which is scheduled for 18 February 2008. The financial information set out in this announcement was approved by the Board of Directors. 2. Segmental reporting The directors consider that the Group's activities represent a single class of business. The analysis of the Group's turnover, profit before tax and net assets by geographical origin is set out below: Pro forma 2007 2006 C$'000 C$'000 Turnover North America 3,599 3,552 South America 354 400 Europe 57 54 Middle East 423 - 4,433 4,006 Operating profit North America 1,799 2,265 South America 177 200 Europe 29 27 Middle East 423 - 2,428 2,492 Net Liabilities Unallocated net liabilities (3,546) (1,720) 3. Taxation on profit from ordinary activities Pro forma 2007 2006 C$'000 C$'000 Domestic current year tax Overseas tax payable 11 4 Current tax charge 11 4 Factors affecting tax charge for the year: Loss on ordinary activities before tax (2,302) (605) Loss on ordinary activities before taxation (691) (182) multiplied by standard rate of UK corporation tax of 30% (2006: 30%) Losses carried forward 702 186 Current tax charge 11 4 The Group has tax losses arising that are available against future taxable profits. Deferred tax available have not been recognized as a result of the existing uncertainties of their realisation. 4. Creditors Pro forma 2007 2006 C$'000 C$'000 Amounts falling due within one year Trade and other payables 904 638 Bank and other borrowings 837 184 1,741 822 Amounts falling due after one year Bank and other borrowings 278 486 The normal trade credit terms granted by suppliers range from 30 to 90 days. 5. Bank Borrowing Pro forma Group Group 2007 2006 C$'000 C$'000 Bank overdraft 251 184 Bank loans 586 - 837 184 6. Share capital a) Authorised GBP Authorised: 100,000,000 Ordinary shares of GBP0.01 each 10,000,000 30,172,631 Preference shares of GBP0.01 each 301,726 Issued: 51,046,570 Ordinary shares of GBP0.01 each 510,466 30,172,631 Convertible preference shares of GBP0.01 each 301,726 812,192 The company was incorporated with an authorised share capital as set out above. b) Share issues during the period Note Issue value Shares Share Share per share Capital premium GBP Initial acquisition (i) 0.02 50,900,000 509,000 509,000 Share issue (ii) 0.12 100,000 1000 11,000 Share issue (iii) 0.1215 40,000 400 4,460 Share issue (iv) 0.0873 6,570 66 507 51,046,570 510,466 524,967 On 24 August 2006, shareholders of Faces Holdings Inc. entered into an agreement under which the entire issued share capital of Faces Holding Inc was acquired by Faces Cosmetics PLC in consideration for the issue of 50,900,000 ordinary shares and 30,172,631 preference shares in Faces Cosmetics PLC. On 18 September 2006, 100,000 ordinary shares of GBP0.01 were issued for cash of GBP0.12 per share, representing a premium of GBP0.11 per share. On 22 December 2006, 40,000 Ordinary shares were issued for cash of GBP0.1215 per share, representing a premium of GBP0.1115 per share. On 20 February 2007, 6,570 shares were issued for cash of GBP0.0873 per share, representing a premium of GBP0.0773 per share. 7. Loss per share In accordance with IAS 33 and as the group has reported a loss for the period the shares are not dilutive Proforma Group Group 2007 2006 C$'000 C$'000 Profit/(loss) after taxation (2,313) (609) Number Number Basic and diluted weighted average ordinary 50,139,477 50,139,477 shares in issue during the period Basic and diluted earnings per share based (0.05) (0.01) on the issued share capital as at 31 July 2007 8. Post balance sheet events On 13 November 2007, the Company concluded an agreement with Indivision Ventures II whereby they agreed to invest £5 million in the Company by way of a subscription for 125,000,000 new ordinary shares in the Company at a price of 4p per share, representing approximately 70.6 per cent of the Company's enlarged issued share capital. 9. Report and Account Information Copies of the full report and accounts for the year ended 31 July 2007 are being sent to shareholders. Further copies are available on the company's website. www.faces-cosmetics.com END
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