RNS Number : 4333E
Global Brands S.A.
29 September 2008
Global Brands S.A.
("Global" or the "Company")
Unaudited Consolidated Interim Results for the six months ended 30 June 2008
Global Brands S.A. the master franchise owner for Domino's Pizza in Switzerland, Luxembourg and Liechtenstein today reports its Interim
Results for the six months ended 30 June 2008.
Financial and Operational Highlights:
* Turnover increased by 7.1 per cent to CHF 5.78 million
* Gross profit improved by CHF269k to CHF4.48m despite increases in fuel prices
* Staff and administration cost increases kept below the rate of increase in turnover
* A 21.7% improvement in operating losses before depreciation which reduced from CHF 306k to CHF 239k
* Strong cash position with net cash of CHF 2.2 million
* Restructuring of entire Board and management
* Tender offer payment to minority shareholders of CHF 677k
* Business now well positioned for future growth
Yair Hasson, Executive Chairman of Global Brands commented:
"We are delighted with the progress made by the new management since March of this year in bringing costs under control whilst at the
same time driving improvements through in the day to day management of our stores. Although the new management team have concentrated their
initial efforts on the existing business we have not lost sight of our intention to expand. I'm pleased to say that our first new branch was
opened in Basel last month and we expect to open two new Domino's Pizza locations later this year. At the same time, your Board is
investigating other opportunities, including potential acquisitions, to expand the business. I believe that we have the principal building
blocks in place to enable the management to focus on the continuing commercialisation and growth of the business as well as restoration of
shareholder value."
For further information:
Global Brands S.A.
Yair Hasson, Executive Chairman Tel: +41 43 255 2141
Cell: +41 79 686 9531
www.globalbrand.ch
Zimmerman Adams International Ltd
Graeme Thom Tel: +44 (0) 20 7060 1760
Charity Walmsley Tel: +44 (0) 20 7060 1760
www.zimmint.com
Alexander David Securities Ltd
David Scott Tel: +44 (0) 20 7448 9830
Fiona Kinghorn Tel: +44 (0) 20 7448 9832
www.ad-securities.com
26 September 2008
Global Brands S.A. Chairman's Statement and Interim Results
Corporate Restructuring, Tender Offer and Exceptional Charges
On 12 February 2008, the Company announced the completion of the sale of 2,505,860 ordinary shares of CHF 2.10 to the Luxembourg
registered Belvia s.r.l. ("Belvia"), representing 51.96 per cent of the issued share capital of the Company. Following a meeting of the
Board of Directors, Yossi Moldawsky, Executive Chairman, and Dov Lachovitz, Chief Executive Officer, resigned from the Board.
Simultaneously, the Directors announced the immediate appointment of Yair Hasson and Roberto Avondo to the Board as Executive Chairman and
Executive Vice Chairman. Subsequently, Amir Hasson was appointed to the Board as CEO and Bruce Vandenburg and Simon Bentley were appointed
as non-executive directors. Matei Lecca, a member of the original management team, resigned as CFO in August 2008. A suitable replacement
will be announced in due course.
As part of the sale transaction, Messrs Moldawsky and Lachovitz received CHF 300,434 and CHF 112,679 as compensation for loss of office.
These payments are reflected in the Exceptional Charges of CHF 763,164 for the interim period. The additional CHF 350k in Exceptional
Charges relates to costs associated with the tender offer to minority shareholders. As a condition of the sale, Messrs Moldawsky and
Lachovitz agreed to make a tender offer to minority shareholders up to a maximum of 404,214 shares at a price of USD 2.2427 (CHF 2.10). The
tender offer completed on 25 March 2008 with shareholders owning 322,674 shares accepting the offer. The payments by Messrs Moldawsky and
Lachovitz to these shareholders amounted to CHF 677k.
In addition, as announced on 23 July 2008, Messrs Moldawsky and Lachovitz signed an agreement on 20 July 2008 to repay CHF 130,000 to
the Company. This amount was to be repaid in three equal instalments on 21 July 2008, 1 September 2008 and the third instalment on 1 October
2008.
Trading Statement
The interim results include figures for January and February which were achieved under the old management team. The new management team
effectively took over the business in March 2008 with an immediate brief to turn the business around and to refocus staff and restore
confidence through training programmes and incentive schemes.
The figures for March to June 2008 reflect the results of this intiative with an 8% improvement on same store turnover on the
comparative period for March to June 2007. At the same time, management renegotiated contracts with major suppliers. As a result, and
despite the increase in transport and food costs, cost of goods sold as a percentage of total sales only rose from 21.93% to 22.48%. These
figures include a sharp increase in transport and packaging costs of CHF 55k on last year. Excluding these two items, gross profit margins
improved on 2007. We are obviously extremely proud of this acheivement. In common with many other businesses, food and energy price
inflation are significant challenges and the new management team has proven its ability to meet such challenges head on.
We were also able to contain labour cost increases to 6.7% which was below the growth of turnover. Adminstrative cost increases were
marginal rising by CHF 28k to CHF 1.89m.
Financial Performance
Our overall financial performance for the six months to June 2008 was very much in line with our most recent trading statement on 23
July 2008. As a result of the new management team's efforts, we have managed to reduce operating losses before depreciation signifantly to
CHF240k for the six months to June 2008. After depreciation, company losses were reduced from CHF 618k to CHF 536k.
Interest and financial income dropped sharply on last year from CHF 76.8k to CHF 15.3k. This is largely due to the reduction in cash
balances held by the company and lower interest receipts. In addition, the 2007 figures included a foreign currency gain of CHF 33k which
then translated into a foreign currency loss of 55k for the year as a whole. There was no currency valuation for this interim period.
Finally, interest and financial charges rose sharply from CHF 11k to CHF 30.5k. The charges largely relate to credit card fees which are
reflected in the 2008 interims but not shown in the figures for 2007.
During the six months ended 30 June 2008 pre-tax losses amounted to CHF1.3m compared wth losses of CHF 552k for the same period last
year. This includes the Exceptional Charges of CHF 763k relating to the payments to Messrs Moldawsky and Lachovitz and the tender offer
costs. On a strictly comparable basis the pre-tax loss for the period was CHF 551.7k compared with the pre-tax loss for the same period to
30 June 2007 of CHF 552.7k.
Despite the increase in financial costs and the Exceptional Charges, at the end of June 2008, the Company had cash of CHF 2.2 million.
Outlook
Having resolved the historic issues, , we are in a strong position to continue our strategic development of the Company. While we are
mindful of challenges ahead, including the effect of further rises in fuel and food costs, we believe that the Company is well positioned to
benefit from the economic slowdown. We expect to see further growth in our existing stores as customers switch to 'eating-in' in a drive to
economise.
We also expect to see organic growth from our new stores. In [August/September], we opened a new flagship store in Basel which is
trading in line with expectations.. We plan to open two further stores in Gene and one in Neon by the end of the year and will continue to
secure quality locations to meet our exansion plans.
In addition, we intend to move our logistics centre (commissary) to a new state-of-the art premises, by January 2009. This move will
further streamline operations and minimise costs as well as supporting our planned franchisee expansion in 2009 In parallel, we will
continue our marketing efforts as we capitalise on the fact that we are the only pizza home delivery brand operating in Switzerland. The
further development of our e-commerce sales is also a priority over the coming months.
Finally, I would very much like to thank the new Board and management team for their efforts over the past months.
26 September 2008
Yair Hasson
Executive Chairman
Unaudited Unaudited Audited
STATEMENT OF INCOME 6 months ended 6 months ended 12 months ended
(Expressed in Swiss francs) 30 June 30 June 31 December
2008 2007 2007
Notes CHF CHF CHF
Sales revenue 4 5,781,032 10,932,589
5,395,101
Cost of sales (1,299,360) (1,183,293) (2,414,487)
Gross profit 4,481,672 8,518,102
4,211,808
Staff costs (2,829,000) (2,653,047) (5,271,767)
Administrative costs (1,892,397) (3,723,131)
( 1,864,840)
Loss from operations before depreciation, (239,725) (306,079) (476,796)
amortisation and exceptional items
Depreciation and amortisation (296,785) (1,045,502)
(312,448)
Loss from operations before exceptional items (536,510) (618,527) (1,522,298)
Interest and financial income 15,303 106,939
76,851
Interest and financial charges (30,522) (67,457)
(11,038)
Loss on ordinary activities (551,729) (1,482,816)
before exceptional (552,714)
income/(charges)
8
Exceptional income (charges):
- charges in respect of (763,164) - (99,627)
re-organisation and extension
of business
- provisions for charges - - ( 824,732)
- - 403,618
Deferred tax credit
Loss for the period/year (1,314,893) (2,003,557)
(552,714)
Basic earnings / (loss) per 5 (0.27) (0.11) (0.42)
share for the period/ year
The results shown above relate to the continuing operations of the Company.
The accompanying notes 1 to 10 are an integral part of this interim report.
Unaudited Unaudited Audited
BALANCE SHEET as at 30 June 30 June 31 December
(Expressed in Swiss francs) 2008 2007 2007
Notes CHF CHF CHF
ASSETS
Non-current assets
Intangible assets 158,171 196,653 174,327
Property, plant and equipment 2,175,724 2,881,210 2,394,670
Financial assets 203,629 99,115 145,171
Deferred tax asset 9 1,136,618 733,000 1,136,618
Total non-current assets 3,674,142 3,909,978 3,850,786
Current assets
Inventories 178,621 177,964 227,748
Trade and other receivables 122,742 143,103 150,760
Cash at banks and in hand 2,268,198 3,353,059 2,775,455
Total current assets 2,569,561 3,674,126 3,153,963
Total assets 6,243,703 7,584,104 7,004,749
EQUITY AND LIABILITIES
Capital and reserves
Called up share capital 6 10,128,006 10,128,006 10,128,006
Share premium 6 1,959,535 1,959,535 1,959,535
Accumulated losses (9,243,628) (6,477,892) (7,928,735)
Shareholders' equity 2,843,913 5,609,649 4,158,806
Non-current liabilities
Obligations under finance 1,029 38,432 15,257
leases
Total non-current liabilities 1,029 38,432 15,257
Current liabilities
Trade and other payables 2,446,126 1,891,371 1,870,174
Provisions for other 914,732 - 914,732
liabilities and charges
Obligations under finance 37,903 44,652 45,780
leases
Total current liabilities 3,398,761 1,936,023 2,830,686
Total equity and liabilities 6,243,703 7,584,104 7,004,749
The accompanying notes 1 to 10 are an integral part of this interim report.
SUMMARY STATEMENT OF CASH FLOWS
(Expressed in Swiss francs) 6 months 6 months 12 months ended
ended 30 June ended 30 June 31 December
2008 2007 2007
CHF CHF CHF
OPERATING ACTIVITIES
Operating cash outflows before (1,032,441) (288,184) (641,465)
movements in working capital
( Decrease) / increase in 653,097 (558,235) (442,135)
working capital
(stocks , debtors & creditors
)
Net cash flows from (applied) (379,344) (1,083,600)
to operations (846,419)
INVESTING ACTIVITIES
Payments to acquire fixtures, (62,549) (500,656)
equipment, motor vehicles and (171,730)
software
Deposits (made) repaid (58,458) (50,856)
(4,800)
Interest received ( paid) , 15,199 47,918 104,524
net
Net cash flows (outflows) from (105,808) (128,612) (446,988)
investing activities
FINANCING ACTIVITIES
Payments under finance lease (22,105) (30,724) (52,771)
obligations
Net cash flows ( outflows) (22,105) (30,724) (52,771)
from financing & investing
activities
Decrease in cash and cash (507,257) (1,583,359)
equivalents during the
period/year
(1,005,755)
Cash and cash equivalents :
- at the beginning of the 2,775,455 4,358,814 4,358,814
period/year
- at the end of the period/ 2,268,198 3,353,059 2,775,455
year
Cash and cash equivalents at
the end of the period/year are
represented by :
Cash at banks and in hand 2,268,198 3,353,059 2,775,455
STATEMENT OF MOVEMENT IN SHAREHOLDERS' FUNDS
Called up share Share premium Accumulated losses Total equity
capital
CHF CHF CHF CHF
Balance at 1st January 2007 10,128,006 1,959,535 (5,925,178) 6,162,363
Loss for the ended year 2007 - - (2,003,557) (2,003,557)
Balance at 31 December 2007 10,128,006 1,959,535 (7,928,735) 4,158,806
Loss for 6 months ended 30 - - (1,314,893) (1,314,893)
June 2008
Balance at 30 June 2008 10,128,006 1,959,535 (9,243,628) 2,843,913
Interim report notes:
1. Activities
Global Brands S.A. (the "Company") is the master franchise owner for Domino's
Pizza in Switzerland, Lichtenstein and Luxembourg. Its current activities
consist of the manufacture and sale of Domino's Pizza in Switzerland.
2. Directors' responsibility
The interim report and financial information contained therein are the
responsibility of the Board of directors of Global Brands S.A. The interim
report was approved by the Board of Directors on 26 September 2008. The
interim report for the 6 months period to 30 June 2008 is unaudited.
The financial information relating to the year ended 31 December 2007 is
extracted from the statutory audited annual accounts as adjusted for
International Financial Reporting Standards ("IFRS"). The reports of the
auditors, PKF Luxembourg, on the statutory annual accounts and on the IFRS
financial statements at 31 December 2007 were unqualified.
The statutory annual accounts for the year ended 31 December 2007 were drawn
up in accordance with Luxembourg law and generally accepted accounting
practices and have been delivered to the Registrar of Trade and Companies in
Luxembourg where they are available for public inspection.
3. Basis of accounting
The interim financial statements of Global Brands S.A. for the 6 months
ended 30 June 2008 and 30 June 2007 have been prepared using accounting
policies on a basis consistent with those adopted for the year ended 31
December 2007. Comparative figures of prior periods have been re-classified
to provide a consistent basis of comparison; these reclassifications have no
effect on the result for the period and related net equity.
The financial statements have been prepared on the historical cost basis. It
should be noted that accounting estimates and assumptions are used in the
preparation of the financial information. Although these estimates are based
on the Directors' and Management's best knowledge of current events and
actions, actual results may ultimately differ from those estimates.
The Company prepared its first set of IFRS compliance financial statements
for the year ended 31 December 2004. Adjustments have been made to the
numbers presented in the local statutory annual accounts to bring them in
line with IFRS. The differences between IFRS and Luxembourg generally
accepted accounting practices ( Lux GAAP) relate to accounting for:
* deferred tax which is not allowed under Lux GAAP.
* establishment costs are charged against the share premium account under
IFRS, whereas Lux GAAP practise is to capitalize and amortise them over 5
years.
The financial information is stated in Swiss Francs ('CHF') which is the
currency
4. Analysis of results
Revenue, operations, profits and net assets are attributable entirely to its
single business segment of selling pizzas. The Company's turnover and trading
results arise entirely in Switzerland. Turnover and results are from
continuing activities.
The Board measures performance by using the EBITA (earnings before interest,
tax and amortization) performance measure.
5. Earnings (loss) per share (
"EPS")
The calculation of basic earnings / (loss) per share is based on the
following data:
30 June 30 June 31 December
2008 2007 2007
Number of issued shares of CHF 4,822,860 4,822,860 4,822,860
2.10 each
The weighted average number of 4,822,860 4,822,860 4,822,860
shares in circulation during
the period/year is
CHF CHF CHF
Loss for the period (1,314,893) (552,714) (2,003,557)
Basic earnings (loss) per (0.27) (0.11) (0.42)
share
The directors consider that there is no dilutive effect of share options issued on EPS because the listed market value of the Company's
shares is substantially lower than the exercise price so that it is most improbable that the options would be exercised at their respective
exercise prices as set out in Note 6 below.
6. Share capital and share premium :
The Company has one class of share carrying the same voting and dividend
distribution rights.
At 30 June 2008 the number of shares in circulation was 4,822,860 shares of
CHF 2.10 each, giving a total subscribed and fully paid up share capital of
CHF 10,128,006.
30 June 30 June 31 December
2008 2007 2007
Share capital CHF CHF CHF
10,128,006 10,128,006 10,128,006
Allotted, issued and fully paid up
Share premium on issue of new shares 4,348,500
1,939,535 4,348,500
- (2,388,965) (2,388,965)
Less charges of raising finance
Share premium balance at end of period 1,939,535 1,939,535 1,939,535
/ year
Number of shares of CHF 2.10 each 4,822,860 4,822,860 4,822,860
On 1st August 2005, the general meeting of shareholders of the Company approved a stock option plan for the benefit of the employees and
directors. None of the options has been exercised.
Share options issued.
At 30 June 2008 the following share options have been issued to members of the Board of directors:
- at exercise price of GBP 1.85 388,812
- at exercise price of GBP 1.15 48,299
- at exercise price of GBP 0.90 21,411
7. Taxation
There is no taxation charge because the Company has incurred losses in the
current period and prior financial years so that the tax losses are available
to offset the profits of the financial period/ year 2008 and 2007.
8. Exceptional income (charges)
Exceptional income and charges include items relating to prior periods, exceptional advertising
and marketing charges incurred in respect of opening of new stores and charges in respect of
re-organisation of the business. They are summarised as follows:
30 June 30 June 31 December
2008 2007 2007
Professional & legal fees on 350,051 - 20,000
the re-organisation of the
Company
Charges in respect of opening - - 99,627
of new stores and extension of
business
Previous directors' 413,113 - 804,732
compensation and benefits
Total 763,164 - 924,359
9. Deferred tax asset
The Company has tax losses available to reduce taxable profits in future
periods. Having regard to the forecast of operations and results over the
years 2009-2011, the directors consider that the potential future tax savings
available in Switzerland should be recorded in these financial statements as
a deferred tax asset.
10. Contractual commitments
The Company has contractual commitments to pay performance remuneration to
directors which is conditional on the Company achieving performance targets.
Provisions for these charges have not been made in these accounts until those
targets are met.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR SEFFEMSASESU