TIDMSVEN
RNS Number : 0646F
S-Ventures PLC
05 July 2023
S-Ventures PLC
("S-Ventures", "Group" or the "Company")
Company Number: 12723377
Interim unaudited results for the six months ended 31 March
2023
The Directors of S-Ventures PLC are pleased to report on the
half-year ended 31 March 2023. These accounts are unaudited and
have not been reviewed by an auditor.
Financial highlights:-
Six months ended Year ended 30 September
31 March 2023 2022
Continuing Operations
Gross Revenues from GBP8.4 m GBP7.8m
continuing operations
Profit (Loss) from (GBP1.3 m) (GBP3.2m)
continuing operations
Cash GBP0.4 m GBP1.8m
LPS (in pence per
share) (1.98) (2.4p)
Operational highlights :-
The business was formed to invest in, acquire and grow
businesses in the natural wellness food tech and organic snacking
sector. The key points of this initial period are:
-- Gross Sales for the six months of GBP8.4 m made up as follows:-
Continuing Discontinued Total 6 31 March
Operations Operations mons to 2022
31
March 23
Gross Sales 7.7 m 0.7 m 8.6 m 4.3 m
Trade
discounts,
listing
fees
etc 0.8 m - 0.8 m 0.2 m
Net Sales 6.9 m 0.7 m 7.6 m 4.1 m
-- The results for our business segments analysis is:
Segment Analysis
Plant Based Bakery Technical
Nutrition * Services Admin-istration Total
Net Sales Revenues 3,659,903 2,982,843 899,754 122,929 7,665,429
Operating Profit
/ (Loss) before
Tax (646,001) (930,800) 47,170 (922,284) (2,451,915)
*The Bakery division includes the discontinued Lizza
business
-- Acquired 100% of Juvela Limited in December 2022 - a
profitable business providing bakery products to the coeliac
community. Since we acquired, it has contributed gross sales of
GBP2.6 m. The acquisition was funded by a mix of Shares, Cash and
deferred consideration.
-- The group has now started to make positive monthly Ebitda
-- New products are expected to be released in the Autumn
-- S-Ventures raised GBP0.35m in new shares by way of exercise of Warrants at 25 ea
-- As previously announced, we concluded on 31 March 2023 that
it was no longer commercially viable to continue to support Lizza
GmbH. Filing with German courts for insolvency was made in April
and the business closed. The assets were fully impaired on our
recent financial statements for the period to 30 September 2022. As
the formal proceedings did not commence until after the half year,
the results of Lizza GmbH are included in our consolidated interim
results to 31 March 2023.
Scott Livingston, CEO of S-Ventures, comments:-
We are pleased to release our interims for the half year
22/23.
The business has evolved in many ways and has steered through a
large number of challenges. We acquired Juvela Limited in December
2022 and have made solid progress in rebuilding and restructuring
Pulsin and our other subsidiaries, and we have moved to being
Ebitda positive as a group on a month by month basis.
Revenues as a group, year on year, are more than double the
level they were this time last year as a result of both organic
growth and acquisition. Juvela is performing above plan. We have
very exciting new product development in progress and look forward
to providing updates in due course. Pulsin have achieved further
distribution as the brand matures.
Our tech team at Market Rocket have accelerated their sales and
launched a platform called the Marketverse which integrates Amazon
with other distribution platforms and offers an end to end solution
for brands and manufacturers, Market Rocket have also become one of
the first TikTok shop verified partners.
The decision to close Lizza in Germany was a difficult one but
in the best interests of shareholders. The environment remains
fragile and uncertain but we move forward with a strengthened
portfolio.
The challenges of the recent period has redoubled our focus on
instilling best practice and diligence in expenditure and cost
control. Despite constraints we are building a strong foundation
for future growth. I would like to thank the team for their hard
work throughout.
We expect to consider further capital raising to optimise
funding, to enable us to exploit market opportunities and for
working capital purposes.
About S-Ventures
S-Ventures, invests in, acquires and grows businesses in the
natural wellness, food-tech and organic snacking sector.
Further details on the acquisitions and investments are set out
in the Interim management report below. Since the year-end the
Board has continued to review a number of attractive potential
opportunities.
Enquiries
S-Ventures PLC
Scott Livingston, Chief Executive Officer
Robert Hewitt, Chief Financial Officer
+44 (0) 1932 400 224
VSA Capital Limited
Broker and Financial Advisor
Andrew Raca (Corporate Finance)
+44 (0) 20 3005 5000
Interim management report
Overview
We present the S-Ventures unaudited Interim Results for the
period ended 31 March 2023.
We have continued to explore opportunities for acquisitions and
during the past half year have completed the purchase of Juvela
Limited, a supplier of bakery products mainly for coeliacs.
We report net sales of GBP7.6m, slightly below expectations but
above the run rate of the previous period representing significant
growth for the Group. This resulted in an EBITDA loss of GBP0.4 m
on continuing operations and an overall pre-tax trading loss of
GBP2.5 m for the period. The following items are included in the
overall loss:- Lizza Gmbh, a discontinued operation - GBP1.1m,
acquisition costs - GBP0.3m and amortisation arising from previous
acquisitions and the recent Juvela acquisition - GBP0.5m. Debt
costs have increased by GBP0.2m arising from our funding of the
Juvela acquisition.
Whilst group sales continue to be ahead of last year, we have,
in common with other businesses, been affected by issues with
suppliers, exchange rates as well as the general economic
backdrop.
Overall progress:
The brands continue to develop strongly and we are very focussed
on product development using food tech ideas and innovation and
have been seeking new distribution across new channels and
territories. It is hoped to launch a new range of Juvela products
in the Autumn and refresh part of the Pulsin range.
We are looking at ways to consolidate and streamline our
production facilities in Gloucester and Pontypool although due to
the products, there needs to be a clear division between them.
In view of the problems incurred and reported on in our recent
Financial Statements and these Interim Accounts, we are seeking new
capital to underpin our activities.
Investment strategy and target markets
S-Ventures looks to identify investment opportunities in the
heath & wellness, organic food and wellbeing sectors within the
UK and Europe. The Company plans to add value by the adding capital
and expertise to the target companies. The experience and
operational skills of the Board are intended to act as an
accelerator to smaller brands that have a strong foundation and
platform but may lack specific skills and capital. The main
objectives will be to cross fertilise opportunities between the
target companies and to scale the individual entities and look for
exit opportunities and or synergistic collaborations. We believe
that scaling can create significant value creation for all
stakeholders.
Principal risks and uncertainties
Credit and Liquidity risks
The group is seeking to raise new capital the lack of which
would impact on the group's ability to acquire goods and
services.
Foreign exchange
The Group does not hedge its foreign exchange exposures. We Love
Purely buys most of its stock in US Dollars and Ohso Chocolate has
no foreign exchange exposures. Juvela currently sources a
significant part of its ingredients from overseas and has some
limited hedging in Euros. As regards, Pulsin, much of its risk is
naturally hedged by having both EU suppliers and Customers. The
recent falls in the sterling exchange rate have impacted our
margins on some lines.
Ukraine / Russian War:
Initially the outbreak of war caused a temporary delay in
supplies and also increased the prices. This has now receded but
the recent developments and the beach of the dam on the Dnieper
could further market disruption as companies scramble to get
supplies for a reduced market. Accordingly, We continue to be aware
and look for alternative sources of materials.
Significant customers
The Group is not overly dependent on any one customer, although
Juvela does have a significant market presence in the Pharma sector
for the supply of Coeliac related products which are sold on
prescription and are thus processed through a single
distributor.
Other
All our businesses carry appropriate insurance covers for
product liability and other risks.
Post Balance Sheet events
Regrettably, we have had to close the recently acquired Lizza
business as we found it was not possible to implement the changes
to its business model in a reasonable period of time and as such
the business was not viable. The business assets were fully
impaired on our recently Audited accounts. The group exposure is
some GBP0.9m in loans and unpaid trading balances.
Responsibility statement of the Directors
We confirm that to the best of our knowledge:
-- the consolidated financial statements have been prepared in
accordance with IAS34 'Interim Financial Reporting' as adopted by
the EU;
-- the interim management report includes a fair review of the
information required by DTR 4.2.7R:
o an indication of important events that have occurred during
the first six months of the financial year, and their impact on
these set of financial statements; and
o a description of the principal risks and uncertainties for the
remaining six months of the year
-- the interim management report includes a fair review of the
information required by DTR 4.2.8R:
o related party transactions that have taken place in the first
six months of the current financial year and that have materially
affected the financial position or performance of the Group in that
period; and
o any changes in the related parties transactions described in
the 2022 Annual Report that could have a material effect on the
financial position or performance of the Group in the current
period.
By order of the Board
Scott Livingston Robert Hewitt
Chief Executive Officer Chief Financial Officer
05 July 2023 05 July 2023
Cautionary statement
This report contains forward-looking statements. These have been
made by the directors in good faith based on the information
available to them up to the time of their approval of this report.
The directors can give no assurance that these expectations will
prove to have been correct. Due to the inherent uncertainties,
including both economic and business risk factors underlying such
forward looking information, actual results may differ materially
from those expressed or implied by these forward-looking
statements. The directors undertake no obligation to update any
forward-looking statements whether as a result of new information,
future events or otherwise.
Consolidated Statement of Comprehensive Income (unaudited)
For the six months ended 31 March 2023
Six months ended 31 March Six months
2023 ended 31
March 2022
-----------------------------------
GBP GBP GBP
----------------------------------- ------------ ------------- ------------ ------------
Continuing Discontinued Group
operations operations
Gross Revenue 7,715,418 733,081 8,448,499 4,114,567
Less Trade discounts and
Listing costs (783,071) (783,071)
------------ ------------- ------------ ------------
Net Sales Revenues 6,932,347 733,081 7,665,428 4,114,567
Cost of Sales (3,897,521) (652,088) (4,549,609) (2,569,065)
3,034,826 80,993 3,115,819 1,545,502
Selling and Distribution
costs (878,285) (523,222) (1,401,507) (1,118,820)
Administrative expenses (3,207,015) (669,073) (3,876,088) (1,222,669)
Finance costs (273,718) (17,079) (290,797) (39,916)
Finance income - interest
receivable 658 - 658 20,431
Share of loss of associates -
Loss before taxation (1,323,533) (1,128,381) (2,451,914) (815,472)
Income tax (126,391) - (126,391) -
Loss for the period (1,449,924) (1,128,381) (2,578,305) (815,472)
Loss attributable to Minority
Interests (21,082) (21,082) (44,731)
------------
Loss Attributable to Shareholders (1,428,842) (1,128,381) (2,557,223) (770,741)
============ ============= ============ ============
Loss per share
Basic loss per share attributable
to the equity shareholders
of the parent (pence) (1.98) (0.67)
Consolidated Statement of Financial Position (unaudited)
For the six months ended 31 March 2023
As at 31 As at 30
March 2023 September
2022 (Audited)
----------------------------------------- ------------ ----------------
ASSETS
Goodwill 4,997,054 3,897,628
Owned:
- intangible assets 8,124,998 2,989,722
- Property, Plant & Equipment 2,675,722 2,027,170
Right of Use:
- Property, Plant & Equipment 1,555,791 1,418,576
Investments 30,237 30,238
Deferred Tax -
Total non-current assets 17,383,802 10,363,334
Current assets
Stocks in trade 2,318,878 1,647,121
Trade and other receivables 3,676,322 2,599,044
Cash and cash equivalents 423,902 1,781,921
Total current assets 6,419,102 6,028,086
------------ ----------------
TOTAL ASSETS 23,802,904 16,391,420
============ ================
EQUITY
SHAREHOLDERS' Equity
Called Up Share capital 132,216 125,572
Share premium 14,707,738 13,509,382
Share based payment reserve 8,265 10,997
Equity component of convertible
debt
Contingent equity settled consideration
for investment 112,131 112,131
Retained losses (6,785,077) (4,227,855)
------------------------------------------ ------------ ----------------
8,175,273 9,530,227
Non controlling interests (55,570) (34,448)
TOTAL EQUITY 8,119,703 9,495,779
========================================== ============ ================
LIABILITIES
Current Liabilities
Amounts falling due within
one year 6,514,689 3,262,239
Financial Liabilities: - Borrowings
- Bank Overdrafts 22,834 276,079
-Interest bearing loans and
borrowings 2,549,739 1,156,258
Tax Payable - 323,136
9,087,262 5,017,712
------------ ----------------
Non-current Liabilities
Amounts falling due after more
than one year 96,034 1,877,929
Loans falling due after more
than one year 6,499,905
TOTAL LIABILITIES 15,683,201 6,895,641
------------------------------------------ ------------ ----------------
NET EQUITY AND LIABILITIES 23,802,904 16,391,420
========================================== ============ ================
Consolidated Statement of Changes in Equity (unaudited)
For the six months ended 31 March 2023
Consolidated Share Retained Share premium Share Based
capital earnings Reserve
--------------------------------
GBP GBP GBP GBP
-------------------------------- ---------------- ------------ ---------------- -------------
Balance at 30 September
2022 125,572 (4,227,855) 13,509,382 10,997
Issue of share capital for
Acquisition 5,000 845,000
Total comprehensive loss - (2,557,223)
Warrants exercised 1,644 353,356 (2,732)
Options exercised
Acquisition of non-controlling
Interest
Balance at 31 March 2023 132,216 (6,785,078) 14,707,738 8,265
---------------- ------------ ---------------- -------------
,
Contingent Non Controlling
Equity interest
settled
consideration
for investment Total Total Equity
GBP GBP GBP GBP
---------------- ------------ ---------------- -------------
Balance at 30 September
2022 112,131 9,530,227 (34,488) 9,495,739
Issue of share capital for
Acquisition 850,000 850,000
Total comprehensive loss (2,557,223) (21,081) (2,578,304)
Warrants exercised 352,268 352,268
Options exercised - -
Acquisition of non-controlling -
Interest -
- -
Balance at 31 March 2023 112,131 8,175,272 (55,569) 8,119,703
---------------- ------------ ---------------- -------------
Consolidated cash flow statement (unaudited)
For the six months ended 31 March 2023
As at 6
months to Audited
31 March P/e 30 September
2023 2022
Reported Trading Loss pre Interest (2,161,775) (3,178,294)
Gain on Settlement of Loan
Notes - (645,064)
Impairment of Goodwill 569,175
Profit on disposal of fixed
assets (2,699)
Add Back Depreciation and Amortisation 921,755 937,365
Changes in Working Capital
Stocks & Inventories (316,419) (636,993)
Accounts Receivable 258,867 (34,352)
Creditors 469,977 597,921
Cash from Operations (827,595) (2,392,941)
Sources of Funds:
Share issue 5,000 5,073,374
Bank loans & leasing agreements 5,932,500 -
New HP contracts 19,112
Amount introduced by directors 496,095 171,635
Application of Funds
Tax Paid (24,000) (126,059)
Net Interest paid (273,060) (101,469)
Payment of lease liabilities (272,667) (308,992)
Payment of deferred consideration (108,334) -
Acquisition of subsidiaries
(net of cash acquired) (5,882,442) (100,001)
Loan repayments (127,439) (237,445)
Purchase of tangible fixed
assets (41,944) (366,188)
Purchase of Juvela Fixed &
intangibles
(1,104,774) 1,611,914
Cash B/f 1,505,842 (106,072)
Cash & Equivalents 401,068 1,505,842
Note:
The cash and cash equivalents balance as at the period end
in the Consolidated Statement of Changes in Equity and in
the Consolidated Statement of Cash Flows are exclusive of
bank overdrafts which amounted to GBP22,834 (2022: GBP269,321).
Notes to the condensed consolidated financial statements
(unaudited)
1. General information
The consolidated financial statements for the six months ended
31 March 2023 are unaudited and were authorised for issue in
accordance with a resolution of the Board of Directors. The
information for the period ended 31 March 2023 does not constitute
statutory accounts as defined in section 434 of the Companies Act
2006.
A copy of the statutory accounts for that year has been
delivered to the Registrar of Companies. The auditors reported on
those accounts: their report was unqualified, however, the auditors
drew attention to Note 2 to the Statutory accounts relating to the
basis of preparation and Going Concern. The Directors have
indicated a need for additional capital for which they are in
discussion with potential parties.
The audit report did not contain a statement under section
498(2) or (3) of the Companies Act 2006.
2. Basis of preparation
The condensed interim financial statements have been prepared in
accordance with the requirements of the AQSE Growth Market
Rules.
The interim financial information set out above does not
constitute statutory accounts. They have been prepared on a
consolidated going concern basis in accordance with the recognition
and measurement criteria of International Financial Reporting
Standards (IFRS) as adopted by the European Union. The directors
recognise that additional capital is required to ensure that the
company can continue to discharge its liabilities as they fall due
and have concluded that the funding requirements represents a
material uncertainty that casts significant doubt upon the
company's ability to continue as a going concern. However, the
directors are presently engaged in discussions with a number of
parties which they believe will conclude successfully when these
accounts are issued. In the interim a director has made a loan
facility available to the group of GBP0.5 million to ensure the
company can meet its liabilities as they fall due.
These condensed consolidated interim financial statements
comprise the accounts of the parent company and its subsidiaries,
after elimination of all material intercompany balances and
transactions. As Lizza was still under the group's control as at 31
March, it assets and liabilities net of impairment processed in the
Annual Accounts, have been consolidated in these accounts.
3. Loss per share:
The calculation of the total basic loss per share of 1.98p is
based on the loss attributable to equity owners of the company of
GBP2,557,233 divided by the weighted number of shares in issue
during the period.
4. Investments:
The acquisition of shares in Coldpress Foods Limited is
accounted for at cost.
5. Post Balance Sheet Event:
Lizza Gmbh was placed into a formal German Insolvency procedure
on 5 April 2023. Accordingly, this has been treated as a
Discontinued Operation in the Statement of Comprehensive
Income.
As at the date of placing the business into Insolvency
proceedings, the Group has advanced GBP855,000 in cash and goods
and services which remain outstanding. GBP137,000 of this was
provided for in the accounts of S-Ventures plc as at 30
September.
In the last Financial Statements, we impaired all the physical
assets, which remains the case in these Interim Accounts.
Accordingly, at the next year end, as the liquidation progresses,
the net liabilities will fall out of account and result in an
increase in group net assets.
6. Approval of Interim Finance Statements:
These interim financial statements were approved by the Board of
Directors on 4 July 2022.
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