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					      F&A Aqua Holdings, Inc.
First Section, Tokyo Stock Exchange (8008)

          Investors’ Presentation
 Results for the First Half of Fiscal 2008
The Fiscal Year Ending February 28, 2009

               October 14, 2008




                                             1
     Contents
     Ⅰ.             Overview of results for the first half of fiscal 2008, the six-month period
                    ended August 31, 2008 and operating forecasts for the full fiscal year
     Ⅱ.             Overview of the Company’s second medium-term management plan

              Saishi Kimura, President and Representative Director, F&A Aqua Holdings, Inc.




Note: Amounts identified in this report are presented in millions of yen rounded down. Percentage figures are calculated from raw data.

Disclaimer: Operating forecasts and forward-looking statements that are not of historic fact are based on information
available to management as of the date of this report. Subject to a variety of risks and uncertainties, these forecasts and
forward-looking statements may differ substantially from actual results due to a diversity of factors including changes in the
Company’s operating environment, market trends and fluctuations in foreign currency exchange rates. As a result, readers
are advised not to rely solely on the information provided as the basis for investment decisions.


                                                                                                                                    2
Ⅰ. Overview of results for the first half of fiscal
   2008, the six-month period ended August 31,
   2008 and operating forecasts for the full fiscal
   year




                                                  3
1. Initiatives in the first half of fiscal 2008,
   the six-month period ended August 31, 2008


   1. F.D.C. Products group initiatives:
   - Restructure the 4℃jewelry brand; strengthen the bridal and fashion jewelry categories
   - Expand the RUGIADA and CELINE brands




   2. AS’TY group initiatives:
   - Secure profits by bolstering proposal and production control capabilities in the apparel and bag manufacturing businesses
   - Secure revenues and earnings by reinforcing merchandising at subsidiaries Yoshitake Corp. and Ueda LegKnit Co., Ltd.




   3. âge group initiatives:
   - Expand sales by opening new stores in the daily fashion business and implementing other initiatives
   - Boost frontline marketing capabilities and measures to address underperforming stores




   4. M&A implementation:
   - Realize external growth through the acquisition of MISUZU Co., Ltd.
                                                                                                                                 4
2. Overview of operating results by business group
  - F.D.C. Products group:           Increase in revenues, decrease in earnings
                                     (robust jewelry sales, increase in the amount of forward sales, other factors)
  - AS’TY group:                     Decrease in revenues, increase in earnings
                                     (elimination of unprofitable products, business control transfer, other factors)
  - âge group:                       Increase in revenues, decrease in earnings
                                     (business control transfer, improvement in earnings structure, other factors)
                                                  1H Fiscal 2007                             1H Fiscal 2008
  (Millions of yen, %)
                                                                                                        Comparison
                                                     Actual          Estimates          Actual                          YoY
                                                                                                       with Estimates

                         Net sales                      10,615            10,729           10,626               (0.1)          0.1
  F.D.C. Products        Operating income                     738            758                 591          (22.0)      (19.9)
       group
                         Ordinary income                      771            782                 640          (18.2)      (17.0)
                         Net income                           137            299                 186          (27.8)          35.8
                         Net sales                      13,301            11,515           10,810               (6.1)     (18.7)
                         Operating income                     205            263                 318            20.9          55.1
    AS’TY group
                         Ordinary income                      261            368                 472            28.3          80.8
                         Net income                            32            202                 455            25.2     1321.8
                         Net sales                        4,183            4,931             4,697              (4.7)         12.3
                         Operating income                      18                33                2          (93.9)      (88.9)
      âge group
                         Ordinary income                        9                25                0            (25)           (9)
                         Net income                        (34)                  15           (28)              (43)            6

         Note: Data is inclusive of intrasegment transactions. Accordingly, sum totals do not match.                                 5
  3. Overview of consolidated operating results

         Operating revenues:              \23,206 million (down 5.6% YoY)
         Operating income:                \ 747 million (up 4.2% YoY)
         Ordinary income:                 \ 627 million (down 31.2% YoY)
         Net income:                      \ 190 million (up \212 million YoY)


                                                     1H Fiscal 2007                      1H Fiscal 2008
                (Millions of yen, %)
                                                                                                 Comparison with
                                                        Actual         Estimates    Actual                         YoY
                                                                                                    Estimates

Operating revenues (including real estate leasing)        24,575          24,000     23,206                (3.3)     (5.6)
Net sales                                                 23,610          23,306     22,270                (4.4)     (5.7)
Gross profit                                              10,697          11,078     10,368                (6.4)     (3.1)
Gross profit margin (%)                                       45.3           47.5        46.6              (0.9)         1.3
Other operating revenues (real estate leasing)                 965            892        935                4.8      (3.1)
Selling, general and administrative expenses              10,944          11,121     10,556                (5.1)     (3.5)
Operating income                                               717            850        747              (12.1)         4.2
Ordinary income                                                  911          940        627              (33.3)    (31.2)
Net income                                                    (22)            340        190              (44.1)     +212
                                                                                                                         6
4. Summary of first half fiscal 2008 operating results


    1. F&A Aqua Holdings, Inc. (consolidated): decrease in revenues and earnings
    - Firm efforts and results by each of the Group’s three principal operating companies. Successful endeavors to secure profits
                    at existing stores
    - Substantial decrease in earnings from equity-method affiliated companies. Increase in the amount of forward jewelry sales




    2. F.D.C. Products group: increase in revenues, decrease in earnings
    - Robust 4℃ brand jewelry sales. Notable growth in bridal and first jewelry zone items
    - Solid performances by the RUGIADA and CELINE brands
    - Decrease in earnings attributable to withdrawal from the wear business and an increase in the amount of forward 4℃
                   brand jewelry sales


    3. AS’TY group: decrease in revenues, increase in earnings
    - Withdrawal from unprofitable products, drop in revenues owing to the transfer of control of overlapping business and
                    other factors
    - Substantial increase in earnings due mainly to improvements in profit margins and cutbacks in operating expenses
    - Slump in the business activities of subsidiary company Ueda LegKnit Co., Ltd.


    4. âge group: increase in revenues, decrease in earnings
    - Increase in revenues attributable to the transfer of business control from the AS’TY group and solid performances by
          existing businesses
    - Improvement in the operating efficiency of existing businesses
                                                                                                                                    7
5. Summary of consolidated balance sheets


   Successful efforts to maintain a sound financial position and standing
   Decrease in total assets, debt and net assets


                                     As of August 31,
                                                          As of August 31, 2008
         (Millions of yen, %)              2007
                                         Actual          Actual            YoY
   Net assets                                 56,867        54,522           (2,345)
   Current assets                             13,120        13,400                280
   Fixed assets                               43,747        41,121           (2,626)
   Interest-bearing debt                        7,071         7,054               (17)
   Interest-bearing debt ratio (%)                12.4            12.9            0.5
   Net assets                                 38,897        37,860           (1,037)
   Minority interests                               3               2              (1)
   Shareholders’ equity ratio (%)                 68.4            69.4            1.0
                                                                                         8
6. Summary of consolidated cash flows




       Decrease in operating cash flows due to a build up in inventories



                            1H Fiscal 2007           1H Fiscal 2008
        (Millions of yen)
                               Actual           Actual                YoY

     Operating cash flows               (363)      (1,606)              (1,243)
     Investing cash flows               (347)            (93)                254
     Financing cash flows               1,243        1,892                   649

     Free cash flows                    (711)      (1,699)                  (988)


                                                                                    9
7. Summary of consolidated capital expenditure,
   depreciation and amortization


     Capital expenditure: \(276) million (down 60%) YoY
     Attributable to investment in new platform systems at F.D.C. Products in the previous year



                                 1H Fiscal 2007                  1H Fiscal 2008
        (Millions of yen, %)
                                     Actual               Actual                   YoY
        Capital expenditure                   461                   185                  (276)
        Security and guarantee
              deposits                        (12)                 (75)                    (63)
        Total                                 449                   110                  (339)

                                 1H Fiscal 2007                  1H Fiscal 2008
        (Millions of yen, %)
                                    Actual                Actual                   YoY
        Depreciation and
             amortization                     282                   344                      62
                                                                                                  10
8. Assumptions underpinning operating forecasts for
   the full fiscal year

     Financial difficulties owing to the sub-prime loan crisis




     Fluctuations in the prices of crude oil and other raw materials




     Weak consumption reflecting the deterioration in economic
     conditions and concerns in connection with inflation




                                                                       11
9. Operating forecasts for the full fiscal year


    1. F.D.C. Products group initiatives:
    - Strengthen initiatives in the second half of the fiscal year placing considerable weight on the critical Christmas period
    - Secure profits by reducing the cost of sales ratio, introducing new product control systems and other initiatives




    2. AS’TY group initiatives:
    - Secure sales and profits by bolstering operations at subsidiary companies Yoshitake Corp. and Ueda LegKnit Co., Ltd.
    - Secure profits by strengthening proposal and production control capabilities in the apparel and bag manufacturing businesses




   3. âge group initiatives:
   - Expand sales by opening new stores and implementing other initiatives in the daily fashion business
   - Strengthen frontline marketing capabilities and measures that address underperforming stores




   4. M&A implementation:
   - Promote synergy benefits through the acquisition of MISUZU Co., Ltd.

                                                                                                                                  12
10. Operating forecasts for the full fiscal year by
    business group (including intrasegment transactions)
                                                     Fiscal 2007                 Fiscal 2008 Estimates
    (Millions of yen, %)
                                                       Actual                Forecasts              YoY
                             Net sales                          23,243              24,000                  3.3
                             Operating income                    1,881               2,200                 17.0
   F.D.C. Products group
                             Ordinary income                     2,016               2,270                 12.6
                             Net income                            298               1,060                255.7
                             Net sales                          26,839              21,400               △20.3
                             Operating income                      447                   440              △1.6
       AS’TY group
                             Ordinary income                       576                   670               16.3
                             Net income (loss)                   (694)                   200               894
                             Net sales                           8,453               9,900                 17.1
                             Operating income                       67                   120               79.1
         âge group
                             Ordinary income                        67                   120               79.1
                             Net income (loss)                   (200)                     1               201
                             Net sales                              -                4,100                4,100
                             Operating income                       -                    210               210
    MISUZU Co., Ltd.
                             Ordinary income                        -                    210               210
                             Net income                             -                    200               200
                                                                                                                   13
      Note: Forecast data for MISUZU Co., Ltd. is for the six-month period from September 2008 to February 2009.
11. Consolidated operating forecasts for the full fiscal year



                                                                       Fiscal 2008
      (Millions of yen, %)
                                       Fiscal 2007          Fiscal 2008           Fiscal 2008
                                                                                                        YoY
                                         Actual              Estimates             Forecasts
    Operating revenues
    (including real estate                     50,991               52,000                52,000               2.0
    leasing)

    Net sales                                  49,080               50,235                50,235               2.4

    Operating income                             2,031                2,450                2,450              20.6

    Ordinary income                              2,536                2,800                2,800              10.4

    Net income                                     266                1,200                1,200          351.1

     Note: F&A Aqua Holdings consolidated totals are after deducting group intrasegment transactions.

                                                                                                                 14
12. Return of profits to shareholders




    - Payment of an interim dividend
        (Plans to pay an interim dividend of \10 per common shares and a
        fiscal year-end dividend of \10 per common share for an annual
        dividend of \20 per common shares)




                                                                           15
II.   Overview of the Company’s second medium-
      term management plan
      (Fiscal 2009 to Fiscal 2011)




                                             16
A review of the Company’s first medium-term
management plan
     (Fiscal 2006 to Fiscal 2008)

      Build a high earnings corporate group
      On an operating company basis, achieved record high ordinary income in real terms in fiscal 2008



      F.D.C. Products group: Build a robust jewelry portfolio
      Restructured the 4℃jewelry brand, developed new brands, explored new sales channels
      Secured stable earnings by withdrawing from the 4℃ brand wear business


      AS’TY group: Promote a policy of “selection and focus”
      Achieved significant improvements in earnings by consolidating and eliminating products and
      pursuing business control transfer


      âge group: Establish a sound retail business
      Established a platform capable of securing business scale growth by expanding the PALLET brand,
      completing steps to merge with and acquire May Co., Ltd and transferring business control of retail
      operations from AS’TY



      MISUZU Co., Ltd.: Establish a fourth business pillar through M&A,
      expand the SPA-type retail business                                                                   17
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
  Challenge and Innovation



       Establish a robust business portfolio



       Explore new opportunities, markets and businesses



       Become a highly reliable and trustworthy corporate group




   Realize growth in both business scale and profits through strong management
                                                                            18
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
  Growth vision

              Operating revenues                                                  Ordinary income
              (three-year estimate)                                               (three-year estimate
     70,000                                                    Millions   4,500
                                                               of yen                               42.9%
                                                                                                 Up42.9%増
                                Up 11.2%
                                 11.2%増                                   4,000
     60,000
                                                                          3,500
     50,000
                                                                          3,000
     40,000                                                               2,500

     30,000                                                               2,000

                                                                          1,500
     20,000
                                                                          1,000
     10,000
                                                                           500

          0                                                                   0
                 Fiscal 2008 forecast   Fiscal 2011 estimate                       Fiscal 2008 forecast   Fiscal 2011 estimate

                         Existing       New                                                Existing       New
                         businesses     -businesses                                        businesses     businesses




                                                                                                                                 19
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Establish a robust business portfolio


 1. Establish a robust profit platform for each brand in addition to the 4℃ brand


 2. Strengthen AS’TY’s bag and apparel OEM business


 3. Establish an âge group daily fashion and SPA-type retail business


 4. Increase revenues and earnings by bolstering MISUZU’s SPA function

 5. Strengthen the profit platforms of each group subsidiary company




                                                                                    20
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
MISUZU Co., Ltd.

Operating result trends
                           The fiscal year ended       The fiscal year ended       The fiscal year ended       The fiscal year ending
(Millions of yen, %)        March 2006 Actual           March 2007 Actual           March 2008 Actual          March 2009 Forecasts

Net sales                                 8,287                       8,250                       7,840                       7,620
Gross profit                              4,682                       4,498                       4,350                       4,340
Ordinary income                              573                         210                         187                         280
Net income (loss)                         (106)                            11                              3                     (40)
Number of stores as of
the period-end                                83                          89                          81                           84
Number of newly
opened stores                                 13                          12                               3                            6
Number of stores
closed during the                                  8                           6                       11                               3
period

 Note: Fiscal year actual operating results are based on the company’s financial accounts for each fiscal year ended
       March 31. Forecasts for the fiscal year ending March 2009 are cumulative total estimates from April 1, 2008 to
       March 31, 2009. From fiscal 2009, plans are in place to change the company’s fiscal year to the end of February in
       line with the Group’s financial year-end.
                                                                                                                                   21
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
MISUZU                Developing the brand business
  Co., Ltd.           Promoting an elegant basic fashion trend focusing on the women’s 20 to 30s age bracket
Brand name                   Rew de Rew                  Pin Curl             Luv Diva            LD prime            Reiri dea
Target age bracket                   23 to 27                23 to 25              22 to 24            22 to 24                 25 to 28
Price        Knit                         \7,600               \7,600               \6,600               \7,600                  \7,600
(Yen)        Skirt                        \8,500               \8,500               \7,600               \9,500                  \8,500
             Jacket                      \15,000              \15,000              \14,800              \16,000                 \15,000
Sales (fiscal year ended      \1,570 million            \1,380 million         \750 million       \1,420 million     \1,500 million
March 2007, actual)

Developing stores by individual brand
Brand name             Rew de Rew            Pin Curl          Luv Diva          LD prime          Reiri dea        Other         Total
Hokkaido, Tohoku                     3                   1                2                   4                 4                    14
Shinetsu, Hokuriku                                                                            3                 1                     4
Kanto                                9                  11                3                   6                12           7        48
Tokai                                2                   4                                    2                 1                     9
Kinki, Chugoku                                                            1                                                 1         2
Kyushyu                              1                   1                1                   1                                       4
Total                               15                  17                7                 16                 18           8        81

                                                                                                                                          22
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
MISUZU Co., Ltd.
                   “Rew de Rew” Shinjuku Lumine Est store




                                                            23
The second medium-term management plan
(fiscal 2009 to fiscal 2011)
Earnings management and control of each Group subsidiary

    Strengthen management and governance

    Deliberate on the consolidation or withdrawal from businesses with three consecutive fiscal periods of
            losses
  Ueda LegKnit Co., Ltd. (M&A in 2004)
  - Bolster management capabilities encompassing production and inventory control,
      reduce operating expenses
  - Secure a return to profit in fiscal 2010
  Yoshitake Corp. (M&A in 2005)
  - Enhance management efficiency through the consolidation of AS’COT and
     QUICKS
  - Rationalize key business partners
  - Reduce operating expenses

  FLAGS INC.
  - Close donut factory, withdraw from unprofitable stores
  - Reduce operating expenses
  - Energize existing stores


                                                                                                       24
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Explore new opportunities, markets and businesses


 1. F.D.C. Products cultivating new markets

 2. Pursuing stable management at F.D.C. Products’ sales subsidiary companies
   F.D.C. Friends established on September 1, 2008, sale of 4℃ brand bags and other
   products on a sales agency basis

 3. The âge group and MISUZU Co., Ltd. cultivating and expanding markets




                                                                                      25
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Explore new opportunities, markets and businesses

 1. F.D.C. Products cultivating new markets
  (1) Growth in 4℃ derivative brands
    Open EAUDOUCE 4℃ stores (five stores over three years, budgeting \500 million)
    Launch of the CANAL 4℃ brand in spring 2009, business development across
    fashion and railway station buildings (13 stores over three years, budgeting \1,100
    million)


  (2) Overseas expansion (two to three stores in China over three years)
    Open a store in the Shanghai Meilongzhen Isetan Department Store on September
    18, 2009


  (3) Create new brand businesses

                                                                                          26
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Explore new opportunities, markets and businesses

 1. F.D.C. Products cultivating new markets




      EAUDOUCE 4℃ Kobe Daimaru Store

                                                     27
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Explore new opportunities, markets and businesses

1. F.D.C. Products cultivating new markets




                                                                      Creating a comfortable and worldly sensation for women
 Stringent selection of undiscovered, up and coming designer
                  brands both in Japan and overseas            CANAL 4℃                                                        28
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Explore new opportunities, markets and businesses

 1. F.D.C. Products cultivating new markets




                       The 4℃ brand store in Shanghai Meilongzhen   29
                                 Isetan Department Store
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Become a highly reliable and trustworthy corporate group



   1. Build a Group internal control system and structure


   2. Prepare to build sophisticated, next-generation systems for the Group


   3. Promote CSR management in tune with the Group’s corporate philosophy


   4. Secure and foster human resources




                                                                              30
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

 Become a highly reliable and trustworthy corporate group


   3. Promote CSR management in tune with the Group’s corporate philosophy




     Implement measures in support of water      AS’TY: Donating bath towels to welfare   31
     issues through the Japan Water Forum        facilities for the aged
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

      F.D.C. Products group basic policies

    1. Enhance the value of the 4℃ brand: contain the opening of stores, invest in human resources,
       nurture BJA
    2. Expand the market: promote 4℃ derivative brands, expand business overseas, other
       measures
    3. Build new business models: establish F.D.C. Friends

                            Sales (three-year estimate)                                         Ordinary income (three-year estimate)
        (Millions of yen)
                                                                            (Millions of yen)
                     30000                      Up 12%                                    3500                       Up 41%
                     25000                                                                3000

                     20000                                                                2500
                                                                                          2000
                     15000
                                                                                          1500
                     10000
                                                                                          1000
                      5000                                                                 500
                            0                                                                    0
                                Fiscal 2008 Forecast Fiscal 2011 Estimate                            Fiscal 2008 Forecast Fiscal 2011 Estimate
                                                                                                                                                 32
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

     AS’TY group basic policies

      1. Strengthen relationships with key business partners
      2. Expand OEM activities in the bag and apparel businesses
      3. Enhance overseas production control capabilities


                     Operating revenues (three-year estimate)                  Ordinary income (three-year estimate)

     (Millions of yen)                                          (Millions of yen)
                3 0 000                                                   1000                  Up 20%
                2 5 000               Down 10%                              800
                2 0 000
                                                                            600
                1 5 000
                                                                            400
                1 0 000
                  5 0 00                                                    200
                         0                                                     0
                             F iscal 2008     F iscal 2011                            F i scal 2008         F i scal
                              F orecast        E s timate                              F orecast         2011Estimate

                                                                                                                        33
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

     âge group basic policies

      1. Cultivate and expand the market, forecast to surpass \10 billion in fiscal 2009
      2. Strengthen the earnings platform, increase the ordinary income ratio to 2% or more


              Operating revenues (three-year estimate)                    Ordinary income (three-year estimate)
     (Millions of yen)
                                                             (Millions of yen)
             15000                                                      400
                                    Up 22%
             12500                                                                           Up 160%
                                                                        300
             10000
               7500                                                     200
               5000
               2500                                                     100
                    0
                                                                           0
                           Fiscal 2 008       Fiscal 2 011
                            Fo r ecast         Est imate                          F i scal 2008        F i scal 2011
                                                                                   F orecast            Es timate

                                                                                                                       34
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

      MISUZU Co., Ltd. basic policies

      Increase earnings as apart of efforts to bolster the SPA-type retail function
      - Strengthen the SPA function



                           Sales estimate                                             Ordinary income estimate
       (Millions of yen)
                                                                       (Millions of
                 10000                                                      400
                                        Down 5%                                                    Up 25%
                  8000
                                                                            300
                  6000
                                                                            200
                  4000

                  2000                                                      100

                      0
                                                                               0
                             Fisc al 2008     Fisc al 2011
                                                                                      F is c al 2008     F is c al 2011
                              Fo r ecast       Estimate
                                                                                       F o r ecast        Es t im ate

     Note: Steps will be taken in the future to review and prepare estimates for the next three years.                    35
The second medium-term management plan
(fiscal 2009 to fiscal 2011)

      Consolidated targets for fiscal 2011
      Operating revenues: \58.0 billion (Up 11% compared with fiscal 2008)
      Ordinary income: \4.0 billion (Up 43% compared with fiscal 2008)
      Net income: \2.0 billion (Up 67% compared with fiscal 2008)


            Operating revenues (three-year estimate)               Ordinary income (three-year estimate)
                                                       (Millions of
       (Millions of                                        5000
                                  Up 11%                                            Up 43%
         6 0 000
                                                           4000
         4 5 000
                                                           3000
         3 0 000
                                                           2000
         1 5 000                                           1000
               0                                               0
                      F iscal 2 008   F iscal 2 011                    F i scal 2 008    F i scal 2 011
                       F orecast       E s timate                       F ore cast        E s timate
                                                                                                           36
Initiatives regarding the return of profits to shareholders




 - Dividend policy
          In principle, ensure stable dividends
          Target a dividend payout ratio of 25% and an operating income ratio of 20%

 - Implement the acquisition of treasury stock




                                                                                   37
   Thank you for your kind interest and attention


For further information and inquiries, please contact:
              F&A Aqua Holdings, Inc.
               Operations Department
                  (Ohki, Watanabe)
                TEL 03-5719-4407
                FAX 03-5719-4462
              E-mail ir@fa-aqua.co.jp
                                                         38

				
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