Interim unaudited results to 30 June 2024
29/01/2025 07:00
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RNS Number : 0181V S-Ventures PLC 29 January 2025
29 January 2025
S-Ventures PLC
("S-Ventures", "Group" or the "Company")
Company Number: 12723377
Interim unaudited results for the six months ended 30 June 2024
The Directors of S-Ventures PLC are pleased to report on the half-year ended
30 June 2024. These accounts are unaudited and have not been reviewed by an
auditor.
Financial highlights
Six months ended Six months ended 15 months to
30 June 2024 31 March 2023 31 December 2023
£m £m £m
Gross Revenues 8.0 8.4 19.7
EBITDA 0.8 (0.8) (0.6)
Profit (Loss) from continuing operations (0.5) (1.3) (6.6)
Cash 0.7 0.4 0.3
Loss per Share (in pence per share) (0.39p) (1.98p) (2.92p)
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
period are:
· Net Sales for the six months of £7.2m are made up as follows:
6 months to 6 months to 15 months to
30 June 2024 31 March 2023 31 December 2023
£m £m £m
Gross Sales 8.0 8.4 21.7
Trade discounts, listing fees etc (0.8) (0.8) (2.0)
Net Sales 7.2 7.6 19.7
· The results for our business segment analysis are:
Plant Based Nutrition Bakery Technical Services Admin-istration Total
£'000 £'000 £'000
£'000 £'000
Net Sales Revenues 1,980 3,797 1,423 - 7,200
Operating Profit / (Loss) before Tax (297) (423) 29 (670) (515)
Scott Livingston, CEO of S-Ventures, comments:
I am pleased to report our interim results for the six months to 30 June 2024.
We have achieved a positive EBITDA of £0.8m for this period on £8m of
sales. This is a significant improvement on the EBITDA loss of £0.6m for
the previous 15-month period to 31 December 2023. Our loss-making
discontinued divisions are no longer included and we have streamlined and
restructured the businesses following two years of significant headwinds.
Juvela has made excellent progress, launching new retail products, for which
we are investing significant capital to build an additional "free-from"
production line to accommodate this growth. We have won many awards for
taste and quality for these new products and have growth plans to expand
further into retail to complement our existing principal channels. Whilst
there will be some impact on gross margins, going forward, we are targeting
strong double-digit growth year-on-year from the new retail channel products.
Market Rocket continues to expand with many new clients. It has been
enjoying accelerated growth with the adoption of AI, enhancing revenues and
building value for its long-standing clients.
Pulsin has been restructured and now has a much-strengthened team and better
managed cost base. We are near breakeven and have plans for growth and
generating an operating profit going forward.
Purely remains small with revenue of circa £400k per year but we intend to
further expand and develop this business in the short term which has suffered
from cash constraints. Purely's losses in the half-year remained small and
contained.
We are proud of our work in moving the Group forward against a difficult
trading background. I would like to thank the team who have worked
relentlessly on building a successful business and Group that is set for
significant growth and opportunity.
We have been working on the sale of all of our operating subsidiaries and
novation of our debts to RGO PLC, which would be a reverse takeover of that
company. This remains an attractive deal with the two operations having
complementary features that we believe will be of benefit to both sets of
shareholders. Given the nature of public company regulation, this process is
taking time. However, we are working as hard as we can to progress this
potential transaction, as we are seriously committed to driving value for our
shareholders. The combination would be on a sound financial footing and we
intend to distribute the equity received in RGO PLC by S-Ventures PLC to our
shareholders in the most effective manner. We are taking advice on how best
to achieve this and we intend to update shareholders in due course. We are
also taking advice on future plans for S-Ventures PLC itself, in order to
extract the most value for our shareholders.
I would like to thank our shareholders for their patience and understanding.
Going forward, we have many opportunities for organic and acquisitive growth
and expect to be able to expand further, once more operating cashflow is
available for investment activity.
I would also confirm, as per recent correspondence, that the AGM is set for
14(th) February 2025 at 3pm at the company's registered office, 121 Sloane
St, London, SW1X 9BW.
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
Stephen Argent, Chief Financial Officer
+44 (0)20 3475 0230
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 six months ended
30 June 2024.
We report net sales of £7.2m, slightly below the run rate of the previous
period, due to the removal of the loss-making discontinued divisions. This
resulted in a much-improved EBITDA profit of £0.8m on continuing operations
and an overall pre-tax trading loss of £0.5 m for the period.
Overall progress:
The brands continue to develop strongly and we are very focused on product
development using food tech ideas and innovation and have been seeking new
distribution across new channels and territories. We launched a new range of
Juvela retail products, last Autumn with more planned for later in 2025 and
are working on a refresh of part of Pulsin's and Juvela's ranges.
As reported by the CEO, we are continuing to work on the potential reverse
takeover with RGO PLC. This will provide our businesses with access to
further capital to fund their investment and growth.
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. Juvela currently sources a significant part
of its ingredients from overseas and has some limited hedging in Euros. For
Pulsin, much of its risk is naturally hedged by having both EU suppliers and
Customers.
War in Ukraine
Initially the outbreak of war caused a temporary delay in supplies and also
increased the prices. This has now receded but 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 that 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.
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
Stephen Argent
Chief Executive Officer
Chief Financial Officer
27 January 2025
27 January 2025
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 30 June 2024
Six months ended 30 June 2024 Six months ended 31 March 2023 15 months to 31 December 2023
£'000 £'000 £'000
Gross Revenue 7,976 8,448 21,731
Less Trade discounts and Listing costs (776) (783) (2,073)
Net Sales Revenues 7,200 7,665 19,658
Cost of Sales (3,220) (4,549) (10,300)
Gross profit 3,980 3,116 9,358
Other operating income - - 90
Loss (Gain) on disposal 27 - (111)
Administrative expenses (3,165) (3,963) (9,928)
(3,138) (3,963) (9,949)
EBITDA 842 (847) (591)
Depreciation and amortisation (715) (922) (2,082)
Finance costs (645) (290) (1,249)
Finance income 3 - 6
Impairment - (393) (128)
(1,357) (1,605) (3,453)
Loss before taxation (515) (2,452) (4.044)
Income tax - (126) (399)
Profit (Loss) (515) (2,578) (4,443)
Loss after tax for discontinued operations - - (2,191)
Total comprehensive profit (loss) (515) (2,578) (6,634)
Consolidated Statement of Financial Position (unaudited)
As at 30 June 2024
As at 30 As at 31 March 2023 As at 31 December 2023
June 2024
£'000 £'000 £'000
ASSETS
Non-current
Goodwill 3,462 4,997 3,462
Owned:
- Intangible assets 7,204 8,125 7,619
- Property, Plant & Equipment 1,405 2,676 2,264
Right of Use:
- Property, Plant & Equipment 1,523 1,556 1,233
Investments 30 30 30
Total non-current assets 13,263 17,384 14,608
Current assets
Inventories 1,272 2,319 1,856
Trade and other receivables 2,619 3,676 2,882
Cash and cash equivalents 679 424 305
Total current assets 4,571 6,419 5,043
TOTAL ASSETS 18,194 23,803 19,651
EQUITY
SHAREHOLDERS' Equity
Called Up Share capital 132 132 132
Share premium 14,708 14,708 14,708
Share based payment reserve 8 8 8
Equity component of convertible debt
Contingent equity settled consideration for investment 112 112 112
Retained losses (11,654) (6,785) (10,863)
3,307 8,175 4,097
Non controlling interests (41) (55) (34)
TOTAL EQUITY 3,266 8,120 4,063
Consolidated Statement of Financial Position (unaudited) - Cont'd
As at 30 June 2024
As at 30 As at 31 As at 31 December 2023
June 2024 March 2023
LIABILITIES
Current Liabilities
Trade and other payables 3,456 5,126 5,522
Financial Liabilities: - Borrowings
- Bank Overdrafts - 23 -
-Interest bearing loans and borrowings 2,724 2,550 1,513
Lease liability 1,811 - 1,676
7,990 7,699 8,711
Non-current Liabilities
Trade and other payables 440 96 439
Loans falling due after more than one year 6,498 7,888 6,438
6,938 7,984 6,877
TOTAL LIABILITIES 14,928 15,683 15,588
NET EQUITY AND LIABILITIES 18,194 23,803 19,651
Consolidated cash flow statement (unaudited)
For the six months ended 30 June 2024
Six months ended 30 Six months ended 31 March 2023 15 months to 31 December 2023
June 2024
Cash flow from operating activities
Loss for the period (515) (2,162) (6,634)
Finance costs 645 290 1,254
Finance income (2) - (6)
Profit on disposal of fixed assets (47) - -
Depreciation and Amortisation 715 922 1,864
Impairment of goodwill - 393 1,657
Tax paid - (24)
Interest paid (339) (273) (956)
Lease interest paid (39) (33)
Changes in Working Capital
Decrease/(Increase) in inventory 585 (316) 70
Net increase/decrease in related party - - (1)
Decrease/(Increase) in trade and other receivables (689) 259 1,195
(Decrease)/Increase in trade and other payables (960) 470 882
Net cash flow from operating activities (646) (441) (707)
Cash flow from investing activities
Cash acquired on acquisition - - 485
Cash on investments - (372) (7,709)
Purchase of intangible fixed assets - - (201)
Purchase of tangible fixed assets (47) (42) (15)
Net cash flow from investing activities (47) (414) (7,440)
Cash flow from financing activities
Proceeds from borrowings 1,091 7,360
Repayment of borrowings (21) (127) (149)
Net proceeds from issue of shares - 5 352
Repayment of lease liabilities (9) (273) (611)
Payment of deferred consideration - (108)
Net cash flow from financing activities 1,061 (503) 6,951
Net increase/(decrease) in cash and cash equivalents 369 (1,358) (1,197)
Cash and cash equivalents at start of period 305 1,782 1,507
Cash and cash equivalents at end of period 674 424 310
Notes to the condensed consolidated financial statements (unaudited)
1. General information
The consolidated financial statements for the six months ended 30 June 2024
are unaudited and were authorised for issue in accordance with a resolution of
the Board of Directors. The information for the period ended 30 June 2024 does
not constitute statutory accounts as defined in section 434 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, as
explained above, that they believe will conclude successfully when these
accounts are issued.
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.
3. Loss per share:
The calculation of the total basic loss per share of 0.39p is based on the
loss attributable to equity owners of the company divided by the weighted
number of shares in issue during the period.
4. Investments:
The investment in shares in Coldpress Foods Limited is accounted for at cost.
5. Approval of Interim Finance Statements:
These interim financial statements were approved by the Board of Directors on
27 January 2025.
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