TIDMVLE

RNS Number : 8262M

Volvere PLC

19 September 2023

 
   19 September 2023 
 

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

 
 GBP million except where stated                   Six months ended           Year ended 
                                                 30 June          30 June    31 December 
                                                    2023             2022           2022 
                                                             (as restated 
                                                                    (1) ) 
 
   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            As at       As at 31 
                                                 30 June          30 June       December 
                                                    2023             2022           2022 
 Consolidated net assets per share 
  (excluding non-controlling interests)(2)      GBP14.00         GBP13.33       GBP13.90 
 
 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)                                     Tel: + 44 (0) 20 7213 0880 
   Sandy Jamieson / James Caithie 
 
   Canaccord Genuity Limited (Joint Broker) 
   Bobbie Hilliam                               Tel: + 44 (0) 207 523 8000 
   Hobart Capital Markets LLP (Joint 
   Broker) 
   Lee Richardson                               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 GBP35.33 million (30 June 2022: GBP36.05 million, 31 December 2022: GBP35.75 million), with continuing high liquidity.

Net assets per share (1) increased to GBP14.00 in the period (30 June 2022: GBP13.33, 31 December 2022: GBP13.90) 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 GBP3.30 million to GBP19.09 million (30 June 2022 restated: GBP15.79 million, 31 December 2022: GBP38.03 million). The Group's profit before tax from continuing operations for the period was GBP0.44 million (30 June 2022 restated: GBP0.39 million, 31 December 2022: GBP2.33 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 GBP0.44 million (30 June 2022 restated: loss GBP1.12 million, year to 31 December 2022: loss GBP0.06 million) reflecting the cessation of Indulgence Patisserie's loss-making operations.

Net assets per share increased to GBP14.00 in the period (30 June 2022: GBP13.33, 31 December 2022: GBP13.90). Group net assets fell marginally to GBP35.33 million from GBP35.75 million at 31 December 2022 (30 June 2022: GBP36.05 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 GBP19.09 million (30 June 2022: GBP15.79 million, 31 December 2022: GBP38.03 million). Profit before tax and intra-Group management and interest charges(2) grew by 29% to GBP0.75 million (30 June 2022: GBP0.58 million, 31 December 2022: profit GBP2.78 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                                                     Year ended 31         Year ended 31         Year ended 31 
                         6 months to     6 months to              December              December              December 
                             30 June         30 June                  2022                  2021                  2020 
                                2023            2022               GBP'000               GBP'000               GBP'000 
                             GBP'000         GBP'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 GBP0.38 million (30 June 2022: GBP0.39 million, 31 December 2022: GBP1.01 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 GBP2.50 million, of which GBP2.0 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 GBP0.30 million (30 June 2022: loss GBP0.19 million, 31 December 2022: loss GBP0.45 million).

The increase in the net cost compared to the comparable period reflects lower investment returns, which totalled GBP0.29 million in this period (30 June 2022: GBP0.40 million and 31 December 2022: GBP0.70 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 GBP19.81 million (30 June 2022: GBP18.80 million, 31 December 2022: GBP19.14 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 GBP2.50 million dividend paid by Shire Foods, GBP0.50 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 GBP1.59 million (30 June 2022: GBP1.59 million, 31 December 2022: GBP1.65 million). The carrying value of this is below the original cost and the unrealised loss of GBP0.09 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 GBP1.45 million (an upwards revaluation of GBP0.84 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 GBP248,000 during the period (30 June 2022: 52,000 shares for GBP622,000, 31 December 2022: 204,000 shares for GBP2,090,000).

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

 
 
 
                                                                  As restated 
                                                     6 months        6 months   Year ended 
                                              Note         to              to           31 
                                                      30 June         30 June     December 
                                                         2023            2022         2022 
                                                      GBP'000         GBP'000      GBP'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

 
                                                  As restated 
                                       6 months      6 months   Year ended 
                                             to            to           31 
                                        30 June       30 June     December 
                                           2023          2022         2022 
                                        GBP'000       GBP'000      GBP'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

 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Six months to 30                     capital   premium        reserve   earnings     Total         interests     Total 
 June 2023                           GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'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 
 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Six months to 30                     capital   premium        reserve   earnings     Total         interests     Total 
 June 2022                           GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'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 
 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Year ended 31 December               capital   premium        reserve   earnings     Total         interests     Total 
 2022                                GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'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   30 June   31 December 
                                                2023      2022          2022 
                                      Note   GBP'000   GBP'000       GBP'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

 
                                                               As restated   As restated           Year           Year 
                                         6 months   6 months      6 months      6 months          ended          ended 
                                            to 30      to 30         to 30         to 30    31 December    31 December 
                                             June       June          June          June           2022           2022 
                                             2023       2023          2022          2022 
                                  Note    GBP'000    GBP'000       GBP'000       GBP'000        GBP'000        GBP'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                                                 Investing and 
                                                                     Food             Management 
                                                            manufacturing               services         Total 
                                                                  GBP'000                GBP'000       GBP'000 
 
         Revenue                                                   19,090                      -        19,090 
                                                         ----------------  ---------------------  ------------ 
 
         Profit/(loss) before tax(1)                                  745                  (304)           441 
                                                         ================  =====================  ============ 
 
 
          Period ended 30 June 2022                                                Investing and 
                                                                     Food             Management 
                                                            manufacturing               services         Total 
                                                                  GBP'000                GBP'000       GBP'000 
                                                            (as restated) 
 
         Revenue                                                   15,789                      -        15,789 
                                                         ----------------  ---------------------  ------------ 
 
         Profit/(loss) before tax (1)                                 577                  (190)           387 
                                                         ================  =====================  ============ 
 
 
         Year ended 31 December 2022                                               Investing and 
                                                                     Food    management services 
                                                            manufacturing                GBP'000       Total 
                                                                  GBP'000                            GBP'000 
 
         Revenue                                                   38,027                      -      38,027 
                                                         ----------------  ---------------------  ---------- 
 
         Profit/(loss) before tax(1)                                2,777                  (448)       2,329 
                                                         ================  =====================  ========== 
 
 
 
 
 
 
           As at 30 June 2023 
                                                                 Investing and 
                                     Food manufacturing             management          Discontinued 
                                                GBP'000               services            operations           Total 
                                                                       GBP'000               GBP'000         GBP'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                                  Investing and 
         restated)                   Food manufacturing             management          Discontinued 
                                                GBP'000               services            operations           Total 
                                                                       GBP'000               GBP'000         GBP'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                                 Investing and 
          (restated for              Food manufacturing             management          Discontinued 
          additional comparative                GBP'000               services            operations           Total 
          information only)                                            GBP'000               GBP'000         GBP'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                                                        Investing and 
                                                            Food manufacturing   management services 
          Six months to 30 June                                        GBP'000               GBP'000           Total 
          2023                                                                                               GBP'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                                                        Investing and 
          2022 (as restated)                                Food manufacturing   management services 
                                                                       GBP'000               GBP'000           Total 
                                                                                                             GBP'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                                                        Investing and 
         2022                                               Food manufacturing   management services 
                                                                       GBP'000               GBP'000           Total 
                                                                                                             GBP'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       6 months to   Year ended 
                              30 June           30 June           31       30 June       30 June      31 December 2022 
                                 2023              2022     December          2023          2022 
                                                                2022 
                              GBP'000           GBP'000      GBP'000       GBP'000       GBP'000               GBP'000 
                                          (as restated) 
 
          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    30 June   31 December 
                                 2023       2022          2022 
                              GBP'000    GBP'000       GBP'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    30 June   31 December 
                                           2023       2022          2022 
                                        GBP'000    GBP'000       GBP'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                     Year ended 
                                                   to        6 months    31 December 
                                              30 June              to           2022 
                                                 2023         30 June        GBP'000 
                                              GBP'000            2022 
                                                              GBP'000 
                                                          As restated 
 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 GBP2.50 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    30 June   31 December 
                            2022       2022          2022 
                         GBP'000    GBP'000       GBP'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 GBP248,000 during the period (30 June 2022: 52,000 shares for GBP622,000, 31 December 2022: 204,000 shares for GBP2,090,000). 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 GBP1.

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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September 19, 2023 02:00 ET (06:00 GMT)

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