Source - LSE Regulatory
RNS Number : 8262M
Volvere PLC
19 September 2023
 

 

 


19 September 2023

 

Volvere Logo

 

Volvere plc

 

("Volvere" or the "Group")

 

Interim Results for the six months ended 30 June 2023

 

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2023.

 

Highlights

 

£ million except where stated

Six months ended

Year ended


30 June

2023

30 June

2022

(as restated(1))

31 December

2022

 

Group revenue - continuing operations

 

19.09

 

15.79

 

38.03

 

Group profit before tax - continuing operations

 

0.44

 

0.39

 

2.33

 

Loss from discontinued operations

 

-

 

(1.51)

 

(2.39)

 

Group profit/(loss) after tax

 

 

 

0.44

 

(1.12)

 

(0.06)

 

As at
30 June 2023

As at
30 June 2022

As at 31
December 2022

Consolidated net assets per share
(excluding non-controlling interests)(2)

 

£14.00

 

£13.33

 

£13.90





Group net assets

35.33

36.05

35.75





Cash and available-for-sale investments

21.41

20.39

20.79





 

·      Good performance from Shire Foods, the Group's savoury products manufacturer

·      Overall Group performance improved significantly following closure of Indulgence Patisserie, the Group's frozen desserts manufacturer in 2022

·      Liquidity and financial position remain strong

·      Michael Tzirki, Managing Director of Shire Foods, joins Group Board

 

Forward-looking statements:

This report may contain certain statements about the future outlook for Volvere plc.  Although the Directors believe their expectations are based on reasonable assumptions, any statements about future outlook may be influenced by factors that could cause actual outcomes and results to be materially different.

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulations (EU) No. 596/2014 as it forms part of UK Domestic Law by virtue of the European Union (Withdrawal) Act 2018 ("UK MAR").

 

Note

 

1      The comparative results for the period to 30 June 2022 have been restated to exclude the results of Indulgence Patisserie, which was discontinued during the second half of 2022. The results of that business have been reported as discontinued operations in all periods.

 

2      Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 2,343,422 at 30 June 2023, 2,516,422 at 30 June 2022, and 2,364,422 at 31 December 2022.

 

For further information:

Volvere plc


Nick Lander, Co-founder & Director

Tel: +44 (0) 20 7634 9707


www.volvere.co.uk

 

 

Cairn Financial Advisers LLP (Nominated Adviser)

Sandy Jamieson / James Caithie

 

 

 

Tel: + 44 (0) 20 7213 0880

 

Canaccord Genuity Limited (Joint Broker)

Bobbie Hilliam

Hobart Capital Markets LLP (Joint Broker)

Lee Richardson

 

 

 

Tel: + 44 (0) 207 523 8000

 

 

Tel: +44 (0) 20 7070 5691

 

Chairman's Statement

 

The loss of Volvere's long-serving CEO and Co-founder, Jonathan Lander, on 28 August 2023 at the age of 55, has inevitably deeply saddened his friends and colleagues both throughout the Group and wider afield.  He was an outstanding individual and we will miss his contribution enormously.

 

However, Jonathan's brother, Nick, has been alongside Jonathan throughout the Volvere journey and led the turnarounds in all the Group's most significant investments.  Nick is well-placed, therefore, to continue to build on Jonathan's legacy.  As part of our strengthening of it, I am pleased to welcome Michael Tzirki, the long-standing Managing Director of Shire Foods, to the Group Board.

 

Notwithstanding the loss of Jonathan, I am pleased to report the results for the six months to 30 June 2023.  The first half of the year has continued to show good progress in Shire Foods.  Overall, the performance of the Group was much improved following the closure of Indulgence Patisserie, the loss-making desserts business during 2022.

 

As a result, the Group's financial position remains strong with total net assets of £35.33 million (30 June 2022: £36.05 million, 31 December 2022: £35.75 million), with continuing high liquidity.

 

Net assets per share(1) increased to £14.00 in the period (30 June 2022: £13.33, 31 December 2022: £13.90) following further treasury share purchases.

 

We continue to actively seek further investments in both the food and other sectors and will continue to consider other ways to deliver value for shareholders.

 

 

 

David Buchler

Chairman

 

19 September 2023

 

Note 1: Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury) - see note 7.

 

 

Executive Management Statement      

 

Overview

 

The loss of Jonathan, my brother and long-standing business partner, has hit me, along with his family and friends, very hard indeed.  However, I know that he would wish that we continue to work actively for the Group's shareholders to deliver the value and returns for which we have become known over so many years.  I have been part of that journey from the outset and will continue it, supported by our many loyal colleagues.

 

In spite of this, I am pleased to report a much-improved overall performance in 2023 compared to the same period last year.  Shire Foods has performed well in an at-times challenging environment and continued to grow both its revenues and profits, with further information set out below.  Our careful management of the closure of Indulgence Patisserie has minimised further losses to the Group and we have sold one of three properties previously occupied by it.  Indulgence Patisserie's results have been reclassified as discontinued operations throughout this announcement and comparative information has been restated where appropriate.

 

Overall Group revenues (which relate solely to Shire Foods) for the period increased by £3.30 million to £19.09 million (30 June 2022 restated: £15.79 million, 31 December 2022: £38.03 million). The Group's profit before tax from continuing operations for the period was £0.44 million (30 June 2022 restated: £0.39 million, 31 December 2022: £2.33 million).  The increased profit from the Group's trading activities was partly offset by lower investment returns from treasury management activities. The Group's overall profit (including discontinued operations) improved to £0.44 million (30 June 2022 restated: loss £1.12 million, year to 31 December 2022: loss £0.06 million) reflecting the cessation of Indulgence Patisserie's loss-making operations.

 

Net assets per share increased to £14.00 in the period (30 June 2022: £13.33, 31 December 2022: £13.90). Group net assets fell marginally to £35.33 million from £35.75 million at 31 December 2022 (30 June 2022: £36.05 million), principally as a result of treasury share purchases. 

 

Financial performance

 

Food manufacturing segment - Shire Foods

 

Revenues increased year-on-year by almost 21%, to a record £19.09 million (30 June 2022: £15.79 million, 31 December 2022: £38.03 million).  Profit before tax and intra-Group management and interest charges(2) grew by 29% to £0.75 million (30 June 2022: £0.58 million, 31 December 2022: profit £2.78 million).

 

The period was one of raw material cost stabilisation, with some commodities falling in price.  However, staff and overhead costs remained on a broadly upward trajectory.  We have managed to largely align customer price rises to mitigate the effects of increases in our own raw materials costs but continue to monitor margins closely.  It is the winter months which tend to have higher sales volumes for Shire's products and its performance is expected to increase accordingly.

 

A summary of Shire's recent financial performance is set out in Table A below.

 

Table A

 

6 months to

30 June

2023

£'000

 

6 months to

30 June

2022

£'000

Year ended 31 December

2022

£'000

Year ended 31 December

2021

£'000

Year ended 31 December

2020

£'000







Revenue

19,090

15,776

38,027

30,605

27,189













Underlying profit before tax, intra-group management and interest charges

 

745

 

580

 

2,777

 

2,139

 

1,813

 

Intra-group management and interest charges

 

(125)

 

(98)

 

(348)

 

(252)

 

(200)







 

Profit before tax

 

620

 

482

 

2,429

 

1,887

 

1,613







 

Shire continued to supply a number of the UK's fastest growing supermarkets and this has resulted in pleasing revenue growth from both volume as well as price increases.  The materials margin increased by 2.8% compared to the first half of 2022 and by 1.8% compared to the whole of 2022.  This reflects the diligence in effecting price increases with customers to meet our raw materials and other cost rises.  In the latter part of the period, we have seen some stabilisation of raw material costs and are hopeful that this will continue.

 

As shareholders will know from previous reports, the second half of the year typically sees higher volumes from both retail customers (due to the colder weather) and foodservice (due to the academic year).  In preparation for that, we increased our production output by changing factory shift patterns for a period of time, resulting in increased direct labour costs and inventory levels.  As a result of the increased labour costs, the effect of the additional revenue and margin was less pronounced.  We have, since the period end, rebalanced headcount to take account of trading over the summer period and the current level of finished goods stock.

 

As ever, we continued to invest in new plant and equipment, with additions in the period of £0.38 million (30 June 2022: £0.39 million, 31 December 2022: £1.01 million).  The majority of additions in this period were financed by way of lease finance.  There continued to be no Group loans outstanding at 30 June 2023 (30 June 2022: nil, 31 December 2022: nil).

 

During the period, Shire paid a dividend of £2.50 million, of which £2.0 million was to the Group.

 

 

 

 

 

Investing and management services segment

 

This segment represents our central functions covering Group management, treasury, finance and IT services.  The segment result is the net of the underlying costs of these Group activities, offset by investment revenues and other gains and losses.  The loss before tax and intra-Group management and interest charges(2) for the period was £0.30 million (30 June 2022: loss £0.19 million, 31 December 2022: loss £0.45 million).

 

The increase in the net cost compared to the comparable period reflects lower investment returns, which totalled £0.29 million in this period (30 June 2022: £0.40 million and 31 December 2022: £0.70 million).  Further information is shown in note 4.

 

The Group continued its approach of using leverage within trading companies whenever appropriate and without recourse to the remainder of the Group.

 

Earnings per share

 

Basic and diluted profit per ordinary share from continuing operations was 13.45p (30 June 2022: restated 11.48p, 31 December 2022: 74.36p).  Basic and diluted loss per ordinary share from discontinued operations was (0.17)p (30 June 2022: restated (59.41)p, 31 December 2022: (95.89)p). Total basic and diluted profit per ordinary share was 13.28p (30 June 2022: loss (47.93)p, 31 December 2022: loss (21.53)p).

 

 

Statement of financial position

 

Cash and available-for-sale investments

 

Cash at the period end was £19.81 million (30 June 2022: £18.80 million, 31 December 2022: £19.14 million).  Full details of cash movements are shown in the consolidated statement of cash flows.  In preparation for the seasonally higher trading months in Shire Foods, inventory levels were increased during the latter half of the trading period.  Of the £2.50 million dividend paid by Shire Foods, £0.50 million was paid to non-controlling interests.

 

At the period end there was an investment in available-for-sale investments with a period end value of £1.59 million (30 June 2022: £1.59 million, 31 December 2022: £1.65 million).  The carrying value of this is below the original cost and the unrealised loss of £0.09 million has been debited to reserves.

 

Assets held for sale

 

The Group owns two properties formerly occupied by Indulgence Patisserie, with a carrying value of £1.45 million (an upwards revaluation of £0.84 million on original cost).  The units have been prepared for sale to allow separate disposal (having been previously linked) and are being marketed actively.  A third property was sold during the period.

 

Purchase of own shares

 

The Company acquired 21,000 ordinary shares for a total consideration including costs of £248,000 during the period (30 June 2022: 52,000 shares for £622,000, 31 December 2022:  204,000 shares for £2,090,000).

 

Hedging

 

It is not the Group's policy to enter into derivative instruments to hedge interest rate or foreign exchange risk.

 

Key performance indicators (KPIs)

 

The Group uses key performance indicators suitable for the nature and size of the Group's businesses.  The key financial performance indicators are revenue and profit before tax.  The performance of the Group and the individual trading businesses against these KPIs is outlined above, in the Executive Management statement and disclosed in note 3.

 

Internally, management uses a variety of non-financial KPIs in respect of the food manufacturing segment, including order intake, manufacturing output and sales, all of which are monitored weekly and reported monthly.

 

Principal risk factors

 

The Company and Group face a number of specific business risks that could affect the Company's or Group's success.  The Company and Group invests in distressed businesses and securities, which by their nature often carry a higher degree of risk than those that are not distressed.  The Group's businesses are principally engaged in the provision of goods and services that are dependent on the continued employment of the Group's employees and availability of suitable, profitable workload.  In the food manufacturing segment, there is a dependency on a small number of customers and a reduction in the volume or range of products supplied to those customers or the loss of any one of them could impact the Group materially.  Rising inflation, including increases in raw materials and overhead costs, may not be able to be passed on to customers through increased prices and this could result in reduced profitability.  Any pandemic or other such similar event which could affect the consumers, suppliers, customers or staff may limit or inhibit the Group's operations.

 

These risks are managed by the Board in conjunction with the management of the Group's businesses.

 

Acquisitions and future strategy

 

We have continued to review an encouraging level of investment proposals throughout the period.  However, there has been a distinct shortage of potential transactions that we considered to be worthy of potential investment.  Such opportunities have not presented themselves, which had been somewhat frustrating for both Jonathan and me.  Whilst these things are a matter of judgement, we have invested only when we believed we had a reasonable prospect of delivering an improved, sustainable performance and we will continue to assess opportunities in this context.

 

I would like to thank shareholders for the support over many years afforded to Jonathan and me and to reassure them that my focus will continue to be on growing the value of our investment in Shire Foods, which I have chaired for more than 12 years.  An increasing, cash-generative performance from Shire will be pivotal to enhancing shareholder value in Volvere. Whilst we will continue to seek investment opportunities pursuant to our investing strategy, maximising shareholder returns remains at the forefront of the Board's strategy.

 

 

 

 

Nick Lander

Co-founder & Director

 

19 September 2023

 

Note 2: Profit before intra-Group management and interest charges is considered to be a relevant and useful interpretation of the trading results of the business such that its performance can be understood on a basis which is independent of its ownership by the Group.

 



 

 

Consolidated income statement

 

 

 

 

 

 

 

Note

6 months to

30 June

2023

 

 

As restated

6 months to

30 June

2022

Year ended

31

December

2022



£'000

£'000

£'000

Continuing operations


 



Revenue

3

19,090

15,789

38,027

Cost of sales


(16,535)

(13,766)

(31,921)



 



Gross profit


2,555

2,023

6,106



 



Distribution costs


(1,185)

(949)

(2,181)

Administrative expenses


(1,174)

(1,014)

(2,174)



 



Operating profit


196

60

1,751



 



Finance expense

4

(65)

(69)

(138)

Finance income

4

287

396

698

Profit on sale of tangible fixed assets


23

-

18



 



Profit before tax


441

387

2,329

Income tax expense


-

-

-

Profit for the period from continuing operations


441

387

2,329

 

Loss for the period from discontinued operations


(4)

(1,506)

(2,391)

 


 



Profit/(loss) for the period


437

(1,119)

(62)

 


 



Attributable to:


 



- Equity holders of the parent


313

(1,215)

(537)

- Non-controlling interests

6

124

96

475



437

(1,119)

(62)



 



Earnings/(loss) per share

5

 



 


 



 


 



Basic and Diluted

- from continuing operations


13.45p

11.48p

74.36p

- from discontinued operations


(0.17)p

(59.41)p

(95.89)p

Total


13.28p

(47.93)p

(21.53)p



 





 



 



 

Consolidated statement of comprehensive income

 



6 months to

30 June

2023

As restated

6 months to

30 June

2022

Year ended

31

December

2022



£'000

£'000

£'000

 


 



Profit/(loss) for the period


437

(1,119)

(62)

 


 





 



Other comprehensive income


 



Revaluation of freehold land and buildings


-

1,114

1,188

Revaluation of available-for-sale investments


(53)

(92)

(36)

Transfer to income statement on disposal of property


(55)

-

-

Deferred tax recognised directly in equity


-

(278)

(297)

 


 



Total comprehensive income for the period


329

(375)

793

 


 



Attributable to:


 



 


 



Equity holders of the parent


205

(471)

318

Non-controlling interests


124

96

475



329

(375)

793



 

 


 



 

Consolidated statement of changes in equity

Six months to 30 June 2023

 

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests

£'000

Total

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Profit for the period

-

-

-

313

313

124

437

Revaluation of available-for-sale investments

-

-

(53)

-

(53)

-

(53)

Disposal of revalued property

-

-

(55)

-

(55)

-

(55)

Deferred tax recognised directly in equity

-

-

-

-

-

-

-

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

(108)

313

205

124

329


Balance at 1 January

50

7,885

1,682

23,258

32,875

2,877

35,752

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own treasury shares

-

-

-

(248)

(248)

-

(248)

 

 

 

 

 

 

 

 

Dividend paid to non-controlling interests

-

-

-

-

-

(500)

(500)

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

(248)

(248)

-

(748)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June

50

7,885

1,574

23,323

32,832

2,501

35,333

 

 

 

 

 

 

 

 

Six months to 30 June 2022

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests

£'000

Total

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the period

-

-

-

(1,215)

(1,215)

96

(1,119)

Revaluation of available-for-sale investments

-

-

(92)

-

(92)

-

(92)

Revaluation of property

-

-

1,114

-

1,114

-

1,114

Deferred tax recognised directly in equity

-

-

(278)

-

(278)

-

(278)

 

 

 

 

 

 

 

 

Total comprehensive income for the period

-

-

744

(1,215)

(471)

96

(375)


Balance at 1 January

50

7,885

827

25,886

34,648

2,402

37,050

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own treasury shares

-

-

-

(622)

(622)

-

(622)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

(622)

(622)

-

(622)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 30 June

50

7,885

1,571

24,049

33,555

2,498

36,053

 

 

 

 

 

 

 

 

Year ended 31 December 2022

Share

capital

£'000

Share

premium

£'000

 

Revaluation

reserve

£'000

Retained

earnings

£'000

Total

£'000


Non-controlling interests

£'000

Total

£'000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss for the year

-

-

-

(537)

(537)

475

(62)

 

 

 

 

 

 

 

 

Revaluation of property

-

-

1,188

-

1,188

-

1,188

Revaluation of available for sale investments

-

-

(36)

-

(36)

-

(36)

Deferred tax recognised directly in equity

-

-

(297)

-

(297)

-

(297)

 

 

 

 

 

 

 

 

Total comprehensive income for the year

-

-

855

(537)

318

475

793


Balance at 1 January

50

7,885

827

25,886

34,648

2,402

37,050

 

 

 

 

 

 

 

 

Transactions with owners:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase of own treasury shares

-

-

-

(2,091)

(2,091)

-

(2,091)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total transactions with owners

-

-

-

(2,091)

(2,091)

-

(2,091)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at 31 December

50

7,885

1,682

23,258

32,875

2,877

35,752

 

 

 

 

 

 

 

 

 

Consolidated statement of financial position

 

 



30 June

2023

30 June

2022

31 December

2022


Note

£'000

£'000

£'000

Assets





Non-current assets





Property, plant & equipment


8,011

10,311

8,142



 



Total non-current assets


8,011

10,311

8,142



 



Current assets


 



Inventories


6,899

5,899

3,777

Trade and other receivables


5,606

6,663

9,315

Cash and cash equivalents


19,810

18,802

19,136

Assets held for sale


1,447

-

2,103

Available-for-sale investments


1,595

1,592

1,649



 



Total current assets


35,357

32,956

35,980



 



Total assets


43,368

43,267

44,122

 


 



Liabilities

 


 



Current liabilities


 



Loans and other borrowings


(553)

(111)

(1,258)

Leases


(411)

(359)

(372)

Trade and other payables


(5,120)

(4,457)

(4,807)



 



Total current liabilities


(6,084)

(4,927)

(6,437)



 



Non-current liabilities


 



Loans and other borrowings


(759)

(878)

(818)

Leases


(534)

(590)

(452)



 



Total non-current liabilities


(1,293)

(1,468)

(1,270)



 





 



Total liabilities


(7,377)

(6,395)

(7,707)

 


 



Provisions - deferred tax


(658)

(819)

(663)

 


 



 


 



NET ASSETS


35,333

36,053

35,752

 


 



Equity


 



Share capital


50

50

50

Share premium account


7,885

7,885

7,885

Revaluation reserves


1,574

1,571

1,682

Retained earnings


23,323

24,049

23,258



 



Capital and reserves attributable to equity holders of the Company


32,832

33,555

32,875

Non-controlling interests

6

2,501

2,498

2,877

 


 



TOTAL EQUITY


35,333

36,053

35,752

 







 

Consolidated statement of cash flows



6 months to 30 June 2023

6 months to 30 June 2023

As restated

6 months to 30 June 2022

As restated

6 months to 30 June 2022

Year ended 31 December 2022

Year ended 31 December 2022


Note

£'000

£'000

£'000

£'000

£'000

£'000



 

 





Profit/(loss) for the period


 

437


(1,119)


(62)



 

 





Adjustments for:


 

 





Finance expense

4

65

 

69


138


Finance income

4

(287)

 

(396)


(698)


Depreciation


497

 

455


933


Operating lease rentals


(7)

 

-


(14)


Income tax expense


-

 

-


-


(Gain)/loss on disposal of fixed assets


(23)

 

-


(18)


Loss from discontinued operations


4

 

1,506


2,391




 

 







 

 







 

249


1,634


2,732

 


 

 





Operating cash flows before movements in working capital


 

686


515


2,670



 

 





Decrease/(increase) in trade and other receivables


 

2,758


1,694


(1,116)

Increase in trade and other payables


 

855


1,010


1,126

(Increase)/decrease in inventories


 

(3,534)


(1,092)


291



 

 





 


 

 





Operating cash generated from continuing operations


 

765


2,127


2,971

 


 

 





Operating cash generated from/(used by) discontinued operations


 

695


(1,293)


(1,051)

 


 

 





 


 

 





Net cash generated from operations


 

1,460


834


1,920



 

 





Investing activities


 

 





Interest received


235

 

-


8


Income from investments


52

 

86


109


Purchase of property, plant and equipment


(62)

 

(388)


(889)


Sale of property, plant and equipment


34

 

-


42


Purchase of available-for-sale investments


-

 

(4,548)


(6,886)


Disposal of available-for-sale investments


-

 

3,174


5,782




 

 





 


 

 





Cash generated from/(used by) continuing investing activities


 

259


(1,676)


(1,834)

 


 

 





Cash generated from discontinued investing activities


 

720


(68)


29

 


 

 





 


 

 





Net cash generated from/(used by) investing activities


 

979


(1,744)


(1,805)

 


 

 





Financing activities


 

 





Interest paid


(64)

 

(67)


(132)


Purchase of own shares (treasury shares)

7

(248)

 

(622)


(2,090)


Dividend paid to non-controlling interests


(500)

 

-


-


Net repayment of borrowings


(948)

 

(1,432)


(577)




 

 





 


 

 





Cash used by continuing financing activities


 

(1,760)


(2,121)


(2,799)

 


 

 





Cash used by discontinued financing activities


 

(5)


(38)


(51)



 

 





 


 

 





Net cash used by financing activities


 

(1,765)


(2,159)


(2,850)

 


 

 





Net (decrease)/ increase in cash


 

674


(3,069)


(2,735)

 

Cash at beginning of period


 

19,136


21,871


21,871



 

 





 


 

 





Cash at end of period


 

19,810


18,802


19,136

 


 

 

 

 



 


Notes forming part of the unaudited interim results for the period ended 30 June 2023

 

1          Financial information and basis of accounting

 

These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.

 

These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2022.  They do not include all the information required for a complete set of IFRS financial statements.  However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.  AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.

 

The comparative figures for the year ended 31 December 2022 have been prepared under IFRS.  They do not constitute statutory accounts as defined by the Companies Act 2006.  The accounts for the 12 months ended 31 December 2022 received an unmodified auditor's report and have been filed with the Registrar of Companies.

 

Copies of this statement will be available to members of the public at the Company's registered office: Shire House, Tachbrook Road, Leamington Spa CV31 3SF and on its website www.volvere.co.uk.

 

2          Significant accounting policies

 

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2022.

 

3          Operating segments

 

An analysis of key financial data by business segment is provided below.  The Group's food manufacturing segment is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group.

 

Analysis by business segment:

 

 





Period ended 30 June 2023



 

Food

manufacturing

£'000

Investing and

 Management

 services

£'000

 

 

Total

£'000

 






Revenue



19,090

-

19,090







Profit/(loss) before tax(1)



745

(304)

441

 






 






Period ended 30 June 2022



 

Food

manufacturing

£'000

(as restated)

Investing and

Management

 services

£'000

 

 

Total

£'000

 






Revenue



15,789

-

15,789







Profit/(loss) before tax (1)



577

(190)

387





 


 






Year ended 31 December 2022



 

Food

manufacturing

£'000

Investing and management services

£'000

 

 

Total

£'000

 

 






 

Revenue



38,027

-

38,027

 







 

Profit/(loss) before tax(1)



2,777

(448)

2,329

 

 






 



 

 

As at 30 June 2023






 


 

Food manufacturing

£'000

Investing and

management

services

£'000

 

Discontinued operations

£'000

 

 

Total

£'000

 






Assets


20,483

21,321

1,564

43,368

Liabilities/provisions


(8,290)

559

(304)

(8,035)

 

Net assets(2)


 

12,193

 

21,880

 

1,260

 

35,333

 






 






As at 30 June 2022 (as restated)


 

Food manufacturing

£'000

Investing and

management

services

£'000

 

Discontinued operations

£'000

 

 

Total

£'000

 






Assets


19,021

19,361

4,885

43,267

Liabilities/provisions


(6,899)

483

(798)

(7,214)

 

Net assets(2)


 

12,122

 

19,844

 

4,087

 

36,053

 






 






As at 31 December 2022 (restated for additional comparative information only)

 

 


 

Food manufacturing

£'000

Investing and

management

services

£'000

 

Discontinued operations

£'000

 

 

Total

£'000

 






Assets


22,072

18,430

3,620

44,122

Liabilities/provisions


(8,015)

504

(859)

(8,370)







Net assets(2)


14,057

18,934

2,761

35,752

 












Continuing operations

 

Six months to 30 June 2023



 

Food manufacturing

£'000

Investing and management services

£'000

 

 

Total

£'000







Capital spend



62

-

62

Depreciation



497

-

497

Interest income (non-Group)



-

235

235

Interest expense (non-Group)



(64)

-

(64)

Tax (credit)/expense



-

-

-













Six months to 30 June 2022 (as restated)



 

Food manufacturing

£'000

Investing and management services

£'000

 

 

Total

£'000




(as restated)


(as restated)

 







Capital spend



388

-

388

Depreciation



454

1

455

Interest income (non-Group)



-

-

-

Interest expense (non-Group)



(60)

(9)

(69)

Tax (credit)/expense



-

-

-













Year ended 31 December 2022



 

Food manufacturing

£'000

Investing and management services

£'000

 

 

Total

£'000







Capital spend



1,014

-

1,014

Depreciation



932

1

933

Interest income (non-Group)



(8)

-

(8)

Interest expense (non-Group)



138

-

138

Tax (credit)/expense



(50)

50

-







 



 

Geographical analysis:

 

External revenue by location of customers

 

Non-current assets by location of assets


6 months to

30 June

2023

6 months to

30 June

2022

Year ended

31 December 2022

 

30 June

2023

 

30 June

2022

 

31 December 2022


£'000

£'000

(as restated)

£'000

£'000

£'000

 

£'000








UK

19,090

15,320

36,830

8,011

10,311

8,142

Rest of Europe

-

469

1,197

-

-

-

USA

-

-

-

-

-

-









19,090

15,789

38,027

8,011

10,311

8,142

 

Notes:

(1)     stated before intra-group management and interest charges

(2)     assets and liabilities stated excluding intra-group balances

 

4          Investment revenues, other gains and losses and finance income and expense

 

Finance income

30 June

2023

£'000

30 June

2022

£'000

31 December 2022

£'000





Bank interest receivable

235

-

8

Investment revenues

52

86

109

Other gains and losses

-

310

581

 

287

396

698

 

During 2022 the Group realised gains on the disposal of available for sale investments, which are reported above as other gains and losses. No such disposals took place in 2023.

 

Finance expense

30 June

2023

£'000

30 June

2022

£'000

31 December 2022

£'000





Bank interest payable

(64)

(67)

(41)

Lease interest

(1)

(2)

(44)

Other interest and finance charges

-

-

(53)

 

(65)

(69)

(138)

 

5          Earnings per share

 

The calculation of the basic and diluted earnings per share is based on the following data:


6 months to

30 June

2023

£'000

 

6 months to

30 June

2022

£'000

As restated

Year ended

31 December

2022

£'000

Earnings for the purposes of earnings per share:

 




Profit/(loss) attributable to equity holders of the parent company:




From continuing operations

317

291

1,854

From discontinued operations

(4)

(1,506)

(2,391)






No.

No.

No.

Weighted average number of ordinary shares for the purposes of earnings per share:




Weighted average number of ordinary shares in issue

2,357,317

2,534,856

2,493,592

Dilutive effect of potential ordinary shares

-

-

-

 

Weighted average number of ordinary shares for diluted EPS

 

2,357,317

 

2,534,856

 

2,493,592





There were no share options (or other dilutive instruments) in issue during the period in respect of the parent company's shares (30 June 2022: nil; 31 December 2022: nil).

 

6          Non-controlling interests

 

The non-controlling interests of £2.50 million relate to the net assets attributable to the shares not held by the Group at 30 June 2023 in the following subsidiaries:

 


30 June

2022

£'000

30 June

2022

£'000

31 December 2022

£'000





NMT Group Limited

67

67

67

Shire Foods Limited

2,434

2,431

2,810

 

2,501

2,498

2,877

 

The Group owns approximately 80% of Shire Foods and 98.6% of NMT.

 

7          Purchase of own shares

 

The Company acquired 21,000 Ordinary shares for a total consideration including costs of £248,000 during the period (30 June 2022: 52,000 shares for £622,000, 31 December 2022: 204,000 shares for £2,090,000).  This brought the total number of Ordinary shares held in treasury at the period end to 3,863,652 shares (30 June 2022: 3,690,652, 31 December 2022: 3,842,652) with an aggregate nominal value of less than £1.

 

At the period end, the total number of Ordinary shares outstanding (excluding treasury shares), was 2,343,422 (30 June 2022: 2,516,422, 31 December 2022: 2,364,422).

 

8          Dividend

 

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2023.

 

- Ends -

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