NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Percentage signs have been added to figures in the second and third paragraph.
The corrected release reads:
VESTIAGE RELEASES FIRST QUARTER 2014 RESULTS
Company Reports Revenue Growth and Positive Outlook
Vestiage™, Inc. ("VEST"), the "Healthy- Aging" Company announced today that it has released its First Quarter 2014 financial results. The Company owns both the RegiMEN ™ and the Monterey Bay Nutraceuticals ™ natural supplement lines as well as additional intellectual property in the healthy aging arena.
Scott Kimball, CEO of Vestiage, Inc. said, "We were coming off a very low base in fourth quarter 2013, but we did deliver positive revenue growth from both our channels, nearly 500% quarter to quarter overall. March direct response revenue was up 164% over February's results, retail sales were up almost 400% quarter to quarter, and we now have better visibility into future quarters. Our cost per customer in direct response declined nicely during the first quarter but can improve further through our optimization efforts. Our existing retail customers such as Hi Health Stores, GNC, and distributors such as Europa continued to order in increasing amounts and frequency due to successful sell through. Our business model has good operating leverage and our initiatives are focused on driving sales and driving the Company to profitability as quickly as possible."
Vestiage recorded total revenue of $144,494 for the first quarter of 2014, an increase of almost 500% from the fourth quarter of 2013. "Our gross margin was 48%, and we expect both sales and gross margin to increase next quarter," Kimball stated. "Our EBITDA loss was $717,025 which we expect to narrow next quarter and was the result of the expenses related to the launch of the RegiMEN product line into national media, one-time accounting, legal, and consulting expenses related to our expansion and fund raising. We also had expenses related to legal, accounting, consulting, and commissions that were larger than usual due to our filings and capital raising. We purchased equipment and leased new space to house our new internal marketing team. Media alone was over 40% of our EBITDA loss. We expect to show investors the return on that media investment in the second quarter and beyond as the continuity program gathers steam. These expenses were necessary to take Vestiage to the next level. We have initiatives in place to drive the Company to profitability as soon as possible. With our operating leverage and our visibility into next quarter, we expect to see increasing sales and gross margin in the next quarter."
The Company launched a national radio campaign in mid-January. "Based upon the initial results, we are more confident than ever that RegiMEN can become a major brand that men over 30 will trust to deliver results," said Kimball. "From the beginning we loved the brand because of the loyalty of its customers. The initial loyalty results, a measure we call retention, indicates to us and our partners that RegiMEN is a quality product line with results that consumers feel and want to continue with on a monthly basis. This should become more evident to investors over the next 2-3 quarters, and we have a second exciting product being prepared for launch in our Monterey Bay Nutraceuticals line designed specifically for women. I think the important thing to recognize about Vestiage is that we believe that life deserves vitality. That is Vestiage's core mission and vision, our reason why we do what we do. We happen to be selling high margin, branded consumable products to the best demographic you could ask for...the health and wellness 'boomer consumer' that desires to stay active longer and enjoy a life filled with vitality. As a result, our products are resonating with this consumer group, a group that we feel we understand very well. This clear understanding and connection to our consumer is a part of our Company DNA and intellectual property. We are building a recurring revenue stream from loyal continuity customers, buying on a monthly basis. We also plan on delivering exciting products that provide potential upside beyond the RegiMEN brand. The first quarter of 2014 shows investors that our strategy of attacking the market through both retail and direct response channels can work simultaneously and can have synergies in media, fulfillment and production.
FIRST QUARTER 2014 ACCOMPLISHMENTS
During the first quarter of 2014 the Company:
- Recorded the Company's first direct response sales which were responsible for roughly 47% of gross sales for the quarter versus nil in the previous quarter.
- Grew retail sales by 399% in the first quarter of 2014 compared to the fourth quarter of 2013.
- Increased amount and frequency of re-orders for RegiMEN from established customers of the RegiMEN line.
- Acquired additional intellectual property related to the Company's brands and products.
- Completed the initial scripting of the RegiMEN direct response television advertisements.
- Engaged Manhattan Media and Advertising Law as legal counsel for media, endorsement, label and script reviews and regulatory related matters.
- Engaged Anton and Chia as the Company's audit firm to complete the Company audit of 2012 and 2013 tax years.
- Engaged Payne and Fears law firm for employment law matters.
- Established an experienced internal marketing team.
- Implemented the call center to support the direct response advertising.
- Began previewing the Monterey Bay Nutraceuticals line to select retailers, distributors and brokers in the retail channel.
- Completed the formulation and R&D for new products for both RegiMEN and Monterey Bay Nutraceuticals.
- The Company's digital team made further improvements to its websites and landing pages and scheduled the start of the re-design of the RegiMEN website in addition to working on SEO, PPC, and scheduling the Company's social media strategy, outbound email continuity program and implementation of the Company's CRM program. The www.BuyRegiMEN.comsite will be completely rebuilt and will be launched in Q2 with the new URL www.RegiMENLife.com.
Kimball stated, "We are driving towards profitability, we have some visibility into the next quarter due to our continuity program, so we expect that second quarter 2014 revenue and gross margin should be up nicely over this past quarter and our EBITDA loss should narrow as a result, assuming no unforeseen events or circumstances. Retail looks like it will build in Q3 and Q4 as we add new retailers throughout the year. By this time next year, Vestiage should have two exciting brands in the market, one for men and one for women, selling in multiple channels. This is the plan."
About Vestiage ™
Vestiage ™ (stock symbol "VEST") is a publicly traded healthy aging company. The Company offers premium branded science-based nutraceuticals to a premium consumer base through multiple channels. The Company is a sales, marketing, and distribution company specializing in bringing science-based products to the healthy aging consumer. The Company utilizes key partners to integrate production, fulfillment, customer service, advertising, sales, media, marketing, distribution, new product development and acquisitions. Vestiage ™ is focused on the use of the best ingredients from the ocean and earth, including cutting edge, patented, clinically proven ingredients to produce highly potent, elegantly formulated products. Using potency that matches the clinical results, and novel ingredient combinations, Vestiage ™ creates and distributes nutraceuticals such as RegiMENTM for men (www.BuyRegiMEN.com) and the multifunctional Monterey Bay Nutraceuticals ™ line for women. (www.MontereyBayNutra.com) Vestiage ™ brands address the top "in demand" healthy aging concerns of men and women. Vestiage ™ research is focused on extending the active period of a human life covering both the cognitive and physical realms. To learn more, visit the Company website, www.vestiageinc.com.
As with many fast growing companies, our growth is dependent upon adequate funding for inventory, media, general overhead, professional fees, technology, salaries and other expenses related to the business. We have been able to obtain this funding to date, however, should we be unable in the future to obtain appropriate funding to pay our expenses and media at current levels, our growth, and our financial stability, may be negatively impacted.
This Press Release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 with respect to our financial condition, results of operations and business. These forward looking statements can be identified by the use of terms such as "believe," "expects," "plan," "intend," "may," "will," "should," "can," or "anticipates," or the negative thereof, or variations thereon, or comparable terminology, or by discussions of strategy. These statements involve known and unknown risks, uncertainties and other factors that may cause industry trends or our actual results to be materially different from any future results expressed or implied by these statements. Important factors that may cause our results to differ from these forward-looking statements include, but are not limited to: (i) changes in or new government regulations or increased enforcement of the same, (ii) unavailability of desirable acquisitions or inability to complete them, (iii) increased costs, including from increased raw material or energy prices, (iv) changes in general worldwide economic or political conditions, (v) adverse publicity or negative consumer perception regarding nutritional supplements, anti-aging or stem cell facial care products or stem cell technology in general, (vi) issues with obtaining raw materials of adequate quality or quantity, (vii) litigation and claims, including product liability, intellectual property and other types, (viii) disruptions from or following acquisitions including the loss of customers, (ix) increased competition, (x) slow or negative growth in the anti-aging or cosmetics, beauty, or nutritional supplement industry or the healthy foods or anti-aging channel, (xi) the loss of key personnel or the inability to manage our operations efficiently, (xii) problems with information management systems, manufacturing efficiencies and operations, (xiii) insurance coverage issues, (xiv) the volatility of the stock market generally and of our stock specifically, (xv) increases in the cost of borrowings or unavailability of additional debt or equity capital, or both, or fluctuations in foreign currencies, and (xvi) interruption of business or negative impact on sales and earnings due to acts of God, acts of war, terrorism, bio-terrorism, civil unrest and other factors outside of our control.
JOHN A. GRAHAM & ASSOCIATES
CERTIFIED PUBLIC ACCOUNTANTS
|18019 Sky Park Circle, Suite H|
|Irvine, California 92614|
John A. Graham, CPA
Pamela M. Riederich, CPA
Accountants' Compilation Report
|To the Board of Directors|
|Newport Beach, California|
|We have compiled the accompanying consolidated balance sheets of Vestiage, Inc. as of March 31, 2014 and December 31, 2013; the consolidated statements of operations for the three months ended March 31, 2014 and 2013; and the consolidated statements of cash flows for the three months ended March 31, 2014 and 2013. We have not audited or reviewed the accompanying financial statements and, accordingly, do not express an opinion or provide any assurance about whether the financial statements are in accordance with accounting principles generally accepted in the United States of America.|
|Management is responsible for the preparation and fair presentation of the fmancial statements in accordance with accounting principles generally accepted in the United States of America and for designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements.|
Our responsibility is to conduct the compilation in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants. The objective of a compilation is to assist management in presenting financial information in the form of financial statements without undertaking to obtain or provide any assurance that there are no material modifications that should be made to the financial statements.
|We are not independent with respect to Vestiage, Inc.|
John A. Graham & Associates
|April 29, 2014|
|Consolidated Balance Sheets|
|March 31,||December 31,|
|Cash and cash equivalents||$||219,661||$||235,185|
|Note receivable - officer (7)||51,990||40,490|
Total Current Assets
|Fixed Assets, net||27,945||10,830|
|Trademarks and brands (4)||750,000||750,000|
|Other intangible assets, net (4)||501,667||522,381|
|Total Other Assets||1,487,277||1,502,026|
|March 31,||December 31,|
LIABILITIES AND STOCKHOLDERS' EQUITY
|Total Current Liabilities||131,005||62,939|
|Long Term Liabilities|
Convertible notes payable (5)
|Preferred Stock, $0.001 par value, 10,000,000 shares authorized,|
|no shares issued and outstanding||-||-|
|Common Stock, $0.001 par value, 500,000,000 shares authorized,|
|54,151,087 shares issued and outstanding a/o 3/31/2014|
|46,062,515 shares issued and outstanding a/o 12/31/2013||54,151||46,062|
|Total Stockholders' Equity||738,110||682,313|
Total Liabilities and Stockholders' Equity
|Consolidated Statements of Operations|
|Three Months Ended|
|Cost of Sales||(75,120||)||(916||)|
|Salaries - officers||41,708||25,000|
|General and administrative||727,710||23,566|
|Total Operating Expenses||831,238||48,566|
|Loss from Operations||(761,864||)||(49,450||)|
|Other Income & Expenses|
|Total Income & Other Expenses||(44,839||)||(145||)|
|Loss Before Income Taxes||(806,703||)||(49,595||)|
|Provision For Income Taxes||-||-|
|Consolidated Statements of Cash Flows|
|Three Months Ended|
|Cash Flows From Operating Activities:|
|Adjustments to reconcile net loss to net cash used by|
|Depreciation and amortization||21,401||145|
|Changes in operating assets and liabilities:|
|Change in accounts receivable||(45,965||)||-|
|Change in inventory||(56,152||)||-|
|Change in prepaid expenses||(73,406||)||-|
|Change in accounts payable||73,185||(470||)|
|Change in accrued officers compensation||-||17,903|
|Change in accrued expenses||(5,117||)||-|
|Net Cash Used in Operating Activities||(892,757||)||(32,017||)|
|Cash Flows From Investing Activities:|
|Purchase of equipment||
|Change in note receivable - officer||(11,500||)||-|
|Change in other assets||(5,965||)||3,579|
|Net Cash Used in Investing Activities||(35,267||)||2,706|
|Cash Flows From Financing Activities:|
|Proceeds from convertible notes||50,000||-|
|Proceeds from sale of common stock||757,500||30,500|
|Common stock issued in exchange for services||105,000||-|
|Net cash provided by financing activities||912,500||30,500|
|Net Increase (decrease) in cash||(15,524||)||1,189|
|Cash at Beginning of Period||235,185||-|
|Cash at End of Period||$||219,661||$||1,189|
Notes to Financial Statements
NOTE 1- BASIS OF PRESENTATION
The Company incorporated on March 22, 2012 under the laws of the State of Delaware under the name of Vestiage, Inc. The Company entered into a merger agreement with Empire Pizza Holdings, Inc., a Florida Corporation, on January 21, 2013 through which Vestiage became the wholly owned operating subsidiary of Empire. Empire then applied for and received a name change to Vestiage, Inc. with the State of Florida and the OTC Markets Exchange on February 15, 2013. All intercompany accounts and transactions have been eliminated. The results of operations from the interim periods presented are not necessarily indicative of the operating results to be expected for any subsequent interim period or for a full year.
The Company is a science-based healthy-aging consumer products company. The products are high margin consumables targeted at the premium and prestige anti-aging oriented consumer. The ingredients science for the Company's products is drawn from two primary areas, marine/ocean and botanical. The Company sells healthy-aging and wellness products focused on helping people achieve longer active lives and extend the beauty of their personal appearance. The products address the major concerns of both men and women. Company management is of the belief that today's healthy-aging products should be multifunctional, elegantly formulated, and potent so that the results can be felt and seen by the consumer. If there are clinical studies associated with the ingredients, the Company strives to deliver the clinical potency to the consumer in each product. The Company creates, markets, produces and distributes products that use the latest science, the latest patented botanical ingredients, novel ingredient combinations, and are developed by the Company with reputable laboratories in conjunction with physicians and other experts both from within and outside the Company. The Company formulation philosophy is to utilize the latest science in conjunction with key laboratory and ingredient partners, leverage patented botanical ingredients and available clinical research to create highly effective products.
Company management, advisory committee members, and key partners and vendors of the Company are experienced in public company mergers, acquisitions, financing, strategy, product development and production, operations, distribution, sales, marketing and executive management.
The Company's executive offices are located at 2901 W. Coast Highway, Suite 200, Newport Beach, California, 92663. The offices include a secure room for the Company's sample inventory and promotional items. Inventory for sale is kept at the Company's third party fulfillment center.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying financial statements and related notes include the activity of the Company and have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").
Interim Financial Statements
These interim unaudited financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company's financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.
The Company's financial statements are prepared using the accrual method of accounting. The Company has elected a December 31 year-end.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
The Company maintains cash balances in non-interest-bearing accounts, which do not currently exceed federally insured limits. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.
Inventories are stated at the lower of cost or market using the first-in, first out (FIFO) method of valuation.
Intangible assets arise in purchase transactions. Generally, these assets are amortized on a straight line basis over the following estimated useful lives:
Customer list and vendor/supplier relationships
Intellectual property and product formulas
Purchased websites and URLs
Goodwill, trademarks, brand names and other intangible assets with indefinite useful lives are not amortized but tested for impairment annually or more frequently when events or circumstances indicate that the carrying value of a reporting unit more likely than not exceeds its fair value. The Company has decided the annual impairment testing date is December 31 of each year.
The Company records revenue when all the following have occurred: (1) persuasive evidence of an arrangement exists; (2) product has been shipped or delivered; (3) the sales price to the customer is fixed or determinable; and (4) collectability is reasonably assured.
Depending on individual customer agreements, sales are recognized either upon shipment of products or upon delivery. The Company records sales allowances and discounts as a direct reduction of sales.
NOTE 3 - GOING CONCERN
The Company's financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.
Management's plan to support the Company in its operations and to maintain its business strategy is to grow revenue from retail and direct response operations, increase gross margins, and raise funds through public and private offerings. The Company also relies upon its management and advisory committee members to perform essential functions with minimal compensation. If the Company does not increase revenues or raise all of the money it needs from offerings, it will have to find alternative sources of capital. If the Company requires additional cash and is unable to raise it, it will either have to suspend operations until the cash is raised, or cease business entirely.
The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph in order to attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue.
NOTE 4 - INTANGIBLE ASSETS
On August 30, 2013 under an asset-purchase agreement, the Company acquired from RegiMENTM Investments LLC the trademark, brand name, goodwill and other intangible assets associated with RegiMENTM, a male over 40 targeted line of supplements in exchange for 900,000 shares of common stock valued at $1.00 per share and an executed $125,000 note payable, due and payable on or before October 31, 2013. The agreed upon allocation of the $1,025,000 purchase price was as follows:
|RegiMEN trademark and brand name||$||250,000|
|Customer list and vendor/supplier relationships||$||200,000|
|Intellectual property and product formulas||$||275,000|
|Website and URL||$||75,000|
On September 30,2013 under an asset purchase agreement, the Company acquired the "Shave Clean" and "Face Guard" trademarks in exchange for an executed three (3) year Convertible Note in the principal amount of$500,000. The note shall bear interest at 7.5 per annum, payable quarterly in advance, and convertible into shares of common stock.
NOTE 5 - CONVERTIBLE NOTES PAYABLE
At March 31, 2014, the Company has $1,250,000 outstanding in Convertible Notes with a conversion price of $0.25/share. The general terms of the Notes are as follows: 3 year term, interest at 7.5% per annum payable quarterly in advance or arrears, convertible into common stock at $0.25, subject to significant restrictions and limitations upon conversion related to the sale of the underlying common stock. These restrictions and limitations include Time, Volume and "Stand Still" restrictions. Time: The Note Holders may not sell more than 25 of shares converted in any 30 day period post conversion. They may not offer for sale, hypothecate, or sell more than 15% of the average daily volume for the previous 30 trading days in any circumstance. They may not sell any stock for 180 days after the Effective Date of a Registration Statement. As of March 31, 2014, interest due and payable quarterly to Note Holders is $23,438.
NOTE 6 - LEASE COMMITMENTS
The Company leases office space under two operating lease agreements with an unrelated party which calls for monthly base payments of $8,400. The Company added space adjacent to its office to hold certain sample inventory and to accommodate the marketing and sales departments. Following is a schedule of future minimum lease payments required under the current leases if option to cancel is not exercised for the years ending December 31:
NOTE 7 -RELATED PARTY TRANSACTIONS
The Company entered into a consulting agreement with Julie Dennis in 20l3, whom is also a member of the Company's Advisory Committee. The Company has agreed to pay Dennis $0.50/unit of Monterey Bay Nutraceuticals that is sold as a direct result of her introductions or efforts on behalf of the Company.
All Advisory Committee members are paid 20,000 shares of restricted stock annually with equal amounts (5,000 shares) vesting and issued each quarter. There are currently twelve (12) Advisory Committee members under contract with the Company. From time to time, the Company may call on an Advisory Committee member for specific required services and pay said member cash, stock or both for these additional services. The contracts are for an annual term and the majority expire in May 2014 at which time the Company Board of Directors will decide whether or not to extend the invitation for renewal.
Outstanding Options on Common Stock
As of March 31, 2014, the Company has 3,747,505 outstanding stock options of which 3,547,505 are fully vested. These options were issued in conjunction with certain agreements with employees and other parties. The options outstanding are as follows:
|Name||Number of Options||Date Issued||Vested||Exercise Price|
|Garrett Heiser (1)||300,000||
|E. Harp (2)||1,000,000||
|Jeffrey Goulding (3)||25,000||
|Scott Kimball (2)||174,447||
|Laura Stall (4)||150,000||
|James Ninness (4)||100,000||
|Doreen Wiley (4)||100,000||3/19/14||0||
Weighted Average Price
- Officer and Director of the Company
- Options issued in conjunction with Mr. Harp's investment in the Company's restricted common stock.
- Independent Director of the Company.
- Employee of the Company
Note Receivable - Officer
On December 31, 2013 and February 18, 2014, Scott Kimball executed promissory notes in favor of the Company for funds advanced to him in the amount of $40,490.87 and $15,000 respectively. The notes will be paid off in payroll deductions of $4,000 per month which began in March 2014 and shall continue until paid in full.
NOTE 8 - OUTSTANDING WARRANTS ON COMMON STOCK
As of March 31, 2014, the Company had issued outstanding warrants to purchase up to 1,055,499 shares of common stock at an exercise price of $1.00 per share. 499,999 of these warrants were issued in the first quarter of 2014. All warrants expire five (5) years from issue date and are listed as follows:
|Name||Number of Warrants||Issue Date||Price|
Thomas Youngerman( 1)
|David Sease (2)||40,000||8/30/13||$1.00/share|
$1.00/share avg. PX
- Warrants were issued in exchange for cancellation of same number of shares
- Warrants were issued as per agreement in relation to the acquisition of RegiMEN Investments LLC.
NOTE 9-SUBSEQUENT EVENTS
On April 20th, 2014 the Company gave notice to its landlord that it will be vacating one of its leases as it is not required any further. This lease will result in monthly savings to the Company of approximately $2,000 per month after the 60 day termination notice period or potentially sooner if the suite is leased prior to that time.
In April, 2014 the Company anticipated having a consultant move to the area to work with the Company and agreed to pay for a rental property for him and his family for a year in exchange for cash compensation. After compelling the Company to sign a lease on his behalf, the consultant changed his mind and decided not to move closer to the Company, leaving the Company with a lease and deposits outstanding with the new rental property. The Company immediately gave notice to the landlord and is in the process of recovering the deposit and eliminating its liability under the rental agreement and shall be deducting any costs associated with the lease from any balances due to the consultant.
On April 21st and 22nd, 2014 the Company received $225,000 in capital from two parties and issued Convertible Notes with terms and conditions that are consistent with the other Convertible Notes previously issued.
On April 25th, 2014 the Company engaged Payne and Fears as its law firm to handle all employment related matters.