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REG - Volvere PLC - Half-year Report

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RNS Number : 0651B  Volvere PLC  29 September 2022

 

Volvere plc

 

("Volvere" or the "Group")

 

Interim Results for the six months ended 30 June 2022

 

Volvere plc (AIM: VLE), the growth and turnaround investment company,
announces its unaudited Interim Results for the six months ended 30 June 2022.

 

Highlights

 

 £ million except where stated                Six months ended              Year ended
                                              30 June        30 June        31 December

                                              2022           2021           2021

 Group revenue                                17.87          15.72          35.58

 Group (loss)/profit before tax               (1.12)         (0.29)         0.07

                                              As at          As at          As at 31

30 June 2022
30 June 2021
December 2021
 Consolidated net assets per share

(excluding non-controlling interests)((1))

                                              £13.33         £13.50         £13.49

 Group net assets                             36.05          36.89          37.05

 Cash and available-for-sale investments      20.39          23.13          21.87

 

·      Acceptable result from Shire Foods, the Group's savoury products
manufacturer

·      Poor performance from Indulgence Patisserie, the Group's frozen
desserts manufacturer

·      Liquidity and financial position remain strong

 

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      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 2,516,422 at 30 June 2022, 2,571,922 at 30 June 2021, and
2,568,422 at 31 December 2021.

 

For further information:

 Volvere plc
 Jonathan Lander, CEO                               Tel: +44 (0) 20 7634 9707
                                                    www.volvere.co.uk (http://www.volvere.co.uk)

 Cairn Financial Advisers LLP (Nominated Adviser)   Tel: + 44 (0) 20 7213 0880

 Sandy Jamieson/James Lewis
 Canaccord Genuity Limited (Joint Broker)           Tel: + 44 (0) 207 523 8000

 Bobbie Hilliam

 Hobart Capital Markets LLP (Joint Broker)

 Lee Richardson

                                                    Tel: +44 (0) 20 7070 5691

 

Chairman's Statement

 

I set out below the results for the six months to 30 June 2022.

 

The Group's performance in the period was below our expectations. Whilst Shire
Foods performed well in the circumstances, Indulgence Patisserie's performance
was worse than we had hoped for due to the impact of increased raw material
prices.  The effect on net assets per share has, however, been substantially
mitigated by a £1.1 million increase in the value of the Indulgence
properties and modest gains on our treasury investments.  The Group has taken
steps to curtail the losses in Indulgence through refocused and reduced
activities.

 

Net assets per share((1)) fell slightly to £13.33 in the period (30 June
2021: £13.50, 31 December 2021: £13.49).

 

The Group's financial position remains strong, with significant cash reserves.

 

David Buchler

Chairman

 

29 September 2022

 

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 8.

 

 

 

Chief Executive's Statement

 

The first half trading performance of 2022 was disappointing.  The tragic war
in Ukraine and the related rise and volatility in raw material, energy, and
labour costs has made it very difficult to price products for customers with
reasonable certainty of acceptable profit.

 

Shire Foods and Indulgence Patisserie have both been affected by cost
inflation, but Shire entered the period from a much stronger position, with
its energy costs fixed for the longer term, and as an established market
player.  Indulgence on the other hand faced the same environment without
energy price certainty and with the added challenges of a turnaround.

 

Indulgence's losses have been partly offset by the more than doubling in the
value of its properties. We also enjoyed some gains on a more actively managed
treasury portfolio in H1 2022. Following some share repurchases in the period,
the fall in net assets per share was contained to less than 2%.

 

Overall Group revenue rose to £17.87 million for the period (30 June 2021:
£15.72 million, 31 December 2021: £35.58 million).  The Group's loss before
tax was £1.12 million (30 June 2021: loss £0.29 million, year to 31 December
2021:  profit £0.07 million).

 

The performance of each of the Group's food manufacturing businesses is set
out below and discussed further in the Financial Review.

 

Shire Foods

 

Revenues increased year-on-year by 13.9%, to reach £15.78 million (30 June
2021: £13.85 million, 31 December 2021: £30.61 million).  Although revenues
grew, profit before tax and intra-Group management and interest charges((2))
remained largely static at £0.58 million (30 June 2021: £0.60 million, 31
December 2021: profit £2.14 million).

 

Whilst it is positive that we have been able to operate profitably in the
period, the benefit of revenue growth has been eroded by the increasing cost
of materials, labour and other overheads.  Actions to pass on cost increases
to customers have, however, intensified through 2022 and we are seeing a
greater acceptance of periodic price rises with our customers.  This is
expected to stabilise or increase margins in the second half, which is also
typically our stronger sales period.

 

Indulgence Patisserie

 

Revenues increased to £2.09 million from £1.87 million in the comparable
period (31 December 2021: £4.97 million).  The loss before tax and
intra-Group management and interest charges((2)) was a disappointing £1.51
million (30 June 2020: loss £0.36 million, 31 December 2020: loss £1.01
million).

 

Significant raw material price increases took effect in the period and we were
unable to mitigate the effects of these fully by increasing selling prices. We
also decided to exit entirely the manufacturing of retail products. Retail
manufacture was part of our original turnaround strategy but that strategy is
not viable with the current volatility in prices.  This has led to one-off
costs of approximately £0.28 million associated with the write down of raw
materials used solely for retail customers and which is included in the loss
before tax for the period.

 

Following the period end, headcount has been reduced and, in order to generate
cash, manufacturing has been suspended indefinitely as finished stock levels
of £0.60 million are sufficient to satisfy foodservice and existing retail
customers for several months.  We continue to assess the ongoing viability of
the Indulgence business in the light of the future sales opportunities,
product margins and overhead costs associated with it.

 

On a more positive note, the company's properties (which are freehold) were
independently valued during the period at £2.03 million, an increase of
£1.11 million compared to the carrying value of £0.92 million.

 

Further information relating to Shire and Indulgence is set out in the
financial review below and in note 3.

 

Acquisitions and future strategy

 

There is a significant degree of instability across the UK economy and
consequently we are seeing an increase in potential investment opportunities.
 Not surprisingly we have reviewed a number of businesses where the
continuing uncertainty in relation to energy costs is a particular challenge.
 Our preference is for investments in companies where we can make a
substantive change to effect a turnaround, but high energy costs are not
something we can influence.  We believe some good opportunities will emerge,
but timing is critical and the current macroeconomic and geopolitical
situation make that issue very challenging.

 

 

 

Jonathan Lander

Chief Executive

 

29 September 2022

 

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.

 

 

Financial Review

 

This financial review covers the Group's performance during the period ended
30 June 2022.  It should be read in conjunction with the Chairman's and Chief
Executive's Statements.

 

Overview

 

Group revenues for the period reached £17.87 million, an increase of £2.15
million compared to the prior comparable period (30 June 2021: £15.72
million, 31 December 2021: £35.58 million).  The increase was principally in
Shire Foods (£1.93 million), with the balance in Indulgence Patisserie
(£0.22 million).

 

The Group's loss before tax for the period was £1.12 million, an increase of
£0.83 million compared to the prior comparable period.  This reflects
increased losses in Indulgence, partially offset by gains arising from
treasury management activities. Group net assets fell to £36.05 million from
£37.05 million at 31 December 2021 (30 June 2021: £36.89 million).

 

Further comment on the statement of financial position is set out below and
detailed information about the Group's segments and is set out in note 3 to
these interim results, which should be read in conjunction with this financial
review.

 

Food manufacturing

 

The results of Shire Foods and Indulgence Patisserie, which represent the food
manufacturing segment, are shown in the tables below.

 

Shire Foods

 

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

 

 Table A                                                                                                Year ended 31 December  Year ended 31 December  Year ended 31 December

                                                                            6 months to   6 months to   2021                    2020                    2019

                                                                            30 June       30 June       £'000                   £'000                   £'000

                                                                            2022          2021

                                                                            £'000         £'000

 Revenue                                                                    15,776        13,850        30,605                  27,189                  23,036

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

                                                                            580           599           2,139                   1,813                   1,384

 Intra-group management and interest charges                                (98)          (75)          (252)                   (200)                   (200)

 Profit before tax                                                          482           524           1,887                   1,613                   1,184

 

The additional contribution from the growth in revenues was eroded by a fall
in the materials margin, which reduced by approximately 4.2% compared to the
first half of 2021 and by 4.7% compared to the whole of 2021.  This was due
to the rapid increase in raw materials' costs which were not, in the
timescales available, able to be passed on to customers.  Following the
period end a number of selling prices have been reset with customers and it is
hoped that this will ensure a recovery in margins over time.  It is, however,
difficult to predict given the continuing inflationary pressures across the
economy as a whole.

 

The margin percentage reduction, along with broadly higher costs for labour
and overheads, meant the profit before tax was similar to the previous period,
in spite of the increased revenues.

 

Investment increased in new plant and equipment, with additions in the period
of £0.39 million (30 June 2021: £0.18 million, 31 December 2021: £0.27
million).  All of these were funded from the Company's own resources and
there were no Group loans outstanding at 30 June 2022 (30 June 2021: nil, 31
December 2021: nil).

 

 

Indulgence Patisserie

 

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

 

 Table B

                                                                          6 months to   6 months to   Year ended 31 December

                                                                          30 June       30 June       2021

                                                                          2022          2021          £'000

                                                                          £'000         £'000

 Revenue                                                                  2,091         1,867         4,973

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

                                                                          (1,506)       (360)         (1,007)

 Intra-group management and interest charges                              -             -             (92)

 Loss before tax                                                          (1,506)       (360)         (1,099)

 

The increased losses at Indulgence have been driven to a large extent by
continuing raw material price increases - particularly in dairy costs - since
the start of 2022.  The nature of Indulgence's products (many having a large
dairy element) is such that the effect on margins has been significant.
Whilst we were able to increase prices with some retail customers, we had to
terminate supply with others in view of the mounting costs of ingredients.
The risk of continuing to supply product would have been too great in the
current inflationary environment.  Foodservice margins started to show
improvement as price rises took effect later in the period.

 

As noted in the Chief Executive's Statement, the decision has been taken to
cease manufacturing for retail customers, resulting in approximately £0.28
million of one-off costs being recognised in the period.  Indulgence has
suspended manufacturing altogether since early August and reduced its
headcount, as finished goods inventory levels for the foodservice sector had
been bolstered in preparation for retail Christmas period launches but, with
that retail capacity no longer needed, a period of de-stocking of finished
goods is now underway.

 

The Group continued to make loans during the period in view of the losses.
 The loans outstanding at the period end (including the original acquisition
price and incidental costs of £1.31 million) amounted to £6.83 million (30
June 2021: £4.71 million, 31 December 2021: £5.56 million).

 

The three wholly-owned properties occupied by the business (of which two are
physically linked) were independently valued in July 2022, resulting in an
upwards revaluation of £1.11 million (before a deferred tax liability of
£0.28 million).  This has been credited to reserves.  The properties are
owned by an entity separate from the trading entity (and their cost is
included in the acquisition price of £1.31m), although they are presented as
one business above.

 

Investing and management services

 

This segment represents our central functions covering Group management,
treasury, finance and IT services.  The loss before tax and intra-Group
management and interest charges((2)) for the period was £0.19 million (30
June 2021: loss £0.53 million, 31 December 2021: loss £1.07 million).  This
is stated after investment income and realised gains from disposal of
available-for-sale investments totalling £0.40 million (30 June 2021 and 31
December 2021: nil).

 

Investment revenues and other gains and losses

 

During the period the Group invested £4.55 million in available-for-sale
investments, the income from which amounted to £86,000.  Some of these
investments were subsequently sold in the period, realising gains on disposal
of £310,000.  There was no comparable income or gains in prior periods.
 The remaining available-for-sale investments are explained further below.

 

Finance income and expense

 

The Group's net finance expense was £0.07 million in the period, reflecting
low interest rates on cash deposits offset by debt servicing costs (30 June
2021: £0.06 million, 31 December 2021: £0.14 million).  In line with
previous years, individual Group trading companies utilised leverage wherever
appropriate and possible, and without recourse to the remainder of the
Group.  In the period in question, only Shire Foods borrowed externally,
with Indulgence funded from Group resources.

 

 

Statement of financial position

 

Cash and available-for-sale investments

 

Cash at the period end was £18.80 million (30 June 2021: £23.13 million, 31
December 2021: £21.87 million).  In overview, cash outflows reflect the
trading losses, repayment of debt and share buy-backs and the purchase of
fixed assets and available-for-sale investments.  Full details of cash
movements are shown in the consolidated statement of cash flows.

 

At the end of the period there was an investment in available-for-sale
investments with a period end value of £1.59 million.  The carrying value of
this is below the original cost and the unrealised loss of £0.09 million has
been debited to reserves.

 

Earnings per share and share capital

 

Total basic and diluted loss per ordinary share were (47.9) pence (30 June
2021: loss (15.2) pence; year ended 31 December 2021: loss (11.6) pence).

 

Purchase of own shares

 

The Company acquired 52,000 ordinary shares for a total consideration
including costs of £622,000 during the period (30 June 2021: nil, 31 December
2021: 3,500 shares for £44,000).

 

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 Chief
Executive's 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.

 

 

 

Nick Lander

Chief Financial & Operating Officer

 

29 September 2022

 

Consolidated income statement

 

                                                 6 months to  6 months to  Year ended

                                                 30 June      30 June      31

                                                 2022         2021         December

                                                                           2021

                                          Note
                                                 £'000        £'000        £'000
 Continuing operations
 Revenue                                  3      17,867       15,718       35,578

 Cost of sales                                   (16,466)     (13,359)     (29,682)

 Gross profit                                    1,401        2,359        5,896

 Distribution costs                              (1,090)      (991)        (2,223)
 Administrative expenses                         (1,757)      (1,591)      (3,470)

 Operating (loss)/profit                         (1,446)      (223)        203
 Investment revenues                      4                   -            -

                                                 86
 Other gains and losses                   4      310          -            -
 Finance expense                          5      (69)         (63)         (137)
 Finance income                           5      -            -            -

 (Loss)/profit before tax                        (1,119)      (286)        66
 Income tax expense                              -            -            (11)

 (Loss)/profit for the period                    (1,119)      (286)        55

 Attributable to:
 - Equity holders of the parent                  (1,215)      (390)        (299)
 - Non-controlling interests              7      96           104          354
                                                 (1,119)      (286)        55

 Earnings per share                       6

 Basic and Diluted                               (47.9)p      (15.2)p      (11.6)p

 - loss from continuing operations
 - earnings from discontinued operations         -            -            -
 Total                                           (47.9)p      (15.2)p      (11.6)p

 

 

Consolidated statement of comprehensive income

 

                                                   6 months to  6 months to  Year ended

                                                   30 June      30 June      31

                                                   2022         2021         December

                                                                             2021
                                                   £'000        £'000        £'000

 (Loss)/profit for the period                      (1,119)      (286)        55

 Other comprehensive income                        -            -

 Deferred tax recognised directly in equity        836          -

 Revaluation of property net of deferred tax       (92)         -            (140)

 Revaluation of available-for-sale investments                               -

                                                                             -

 Total comprehensive income for the period         (375)        (286)        (85)

 Attributable to:

 Equity holders of the parent                      (471)        (390)        (411)
 Non-controlling interests                         96           104          326
                                                   (375)        (286)        (85)

 

 

Consolidated statement of changes in equity

 Six months to 30 June 2022                     Share     Share                   Retained   Total    Non-controlling interests  Total

        £'000

                                                capital   premium   Revaluation   earnings   £'000                               £'000

                                                £'000     £'000     reserve       £'000

                                                                    £'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

 Six months to 30 June 2021                     Share     Share                   Retained   Total    Non-controlling interests  Total

        £'000

                                                capital   premium   Revaluation   earnings   £'000                               £'000

                                                £'000     £'000     reserve       £'000

                                                                    £'000

 Loss for the period                            -         -         -             (390)      (390)    104                        (286)

 Total comprehensive income for the period      -         -         -             (390)      (390)    104                        (286)
 Balance at 1 January                           50        7,885     939           26,229     35,103   2,076                      37,179

 Transactions with owners:

 Purchase of own treasury shares                -         -         -             -          -        -                          -

 Total transactions with owners                 -         -         -             -          -        -                          -

 Balance at 30 June                             50        7,885     939           25,839     34,713   2,180                      36,893

 Year ended 31 December 2021                    Share     Share                   Retained   Total    Non-controlling interests  Total

        £'000

                                                capital   premium   Revaluation   earnings   £'000                               £'000

                                                £'000     £'000     reserve       £'000

                                                                    £'000

 Loss for the year                              -         -         -             (299)      (299)    354                        55

 Deferred tax recognised directly in equity     -         -         (112)         -          (112)    (28)                       (140)

 Total comprehensive income for the year        -         -         (112)         (299)      (411)    326                        (85)
 Balance at 1 January                           50        7,885     939           26,229     35,103   2,076                      37,179

 Transactions with owners:

 Purchase of own treasury shares                -         -         -             (44)       (44)     -                          (44)

 Total transactions with owners                 -         -         -             (44)       (44)     -                          (44)

 Balance at 31 December                         50        7,885     827           25,886     34,648   2,402                      37,050

 

 

Consolidated statement of financial position

 

 

                                                                           30 June  30 June  31 December

                                                                           2022     2021     2021
                                                                     Note  £'000    £'000    £'000
 Assets
 Non-current assets
 Property, plant & equipment                                               10,311   9,670    9,306

 Total non-current assets                                                  10,311   9,670    9,306

 Current assets
 Inventories                                                               5,899    5,830    4,384
 Trade and other receivables                                               6,663    5,453    8,874
 Available-for-sale investments                                            1,592    -        -
 Cash and cash equivalents                                                 18,802   23,130   21,871

 Total current assets                                                      32,956   34,413   35,129

 Total assets                                                              43,267   44,083   44,435

 Liabilities

 Current liabilities
 Loans and other borrowings                                                (111)    (483)    (1,452)
 Finance leases                                                            (359)    (377)    (392)
 Trade and other payables                                                  (4,457)  (4,065)  (3,379)

 Total current liabilities                                                 (4,927)  (4,925)  (5,223)

 Non-current liabilities
 Loans and other borrowings                                                (878)    (988)    (933)
 Finance leases                                                            (590)    (888)    (691)

 Total non-current liabilities                                             (1,468)  (1,876)  (1,624)

 Total liabilities                                                         (6,395)  (6,801)  (6,847)

 Provisions - deferred tax                                                 (819)    (389)    (538)

 NET ASSETS                                                                36,053   36,893   37,050

 Equity
 Share capital                                                             50       50       50
 Share premium account                                                     7,885    7,885    7,885
 Revaluation reserves                                                      1,571    939      827
 Retained earnings                                                         24,049   25,839   25,886

 Capital and reserves attributable to equity holders of the Company        33,555   34,713   34,648
 Non-controlling interests                                           7     2,498    2,180    2,402

 TOTAL EQUITY                                                              36,053   36,893   37,050

 

Consolidated statement of cash flows

                                                                 6 months to 30 June 2022  6 months to 30 June 2022  6 months to 30 June 2021  6 months to 30 June 2021  Year ended 31 December 2021  Year ended 31 December 2021
                                                           Note  £'000                     £'000                     £'000                     £'000                     £'000                        £'000

 (Loss)/profit for the period                                                              (1,119)                                             (286)                                                  55
 Adjustments for:
 Investment revenues                                             (86)                                                -                                                   -
 Other gains and losses                                          (310)
 Finance expense                                           5     69                                                  63                                                  137
 Finance income                                            5     -                                                   -                                                   -
 Depreciation                                                    572                                                 559                                                 1,131
 Operating lease rentals                                         (38)                                                (50)                                                (68)
 Income tax expense                                              -                                                   -                                                   11

                                                                                           207                                                 572                                                    1,211

 Operating cash flows before movements in working capital                                  (912)                                               286                                                    1,266

 Decrease/(increase) in trade and other receivables                                        2,113                                               1,732                                                  (1,688)
 Increase in trade and other payables                                                      1,139                                               719                                                    42
 Increase in inventories                                                                   (1,506)                                             (1,939)                                                (379)
 Tax paid                                                                                  -                                                   -                                                      -

 Net cash generated from/(used by) operating activities                                    834                                                 798                                                    (759)

 Investing activities
 Purchase of property, plant and equipment                       (456)                                               (273)                                               (467)
 Purchase of available-for-sale investments                      (4,548)                                             -                                                   -
 Proceeds from disposal of available-for-sale investments        3,174                                               -                                                   -
 Income from investments                                         86                                                  -                                                   -
 Interest received                                               -                                                   -                                                   -

 Net cash used by investing activities                                                     (1,744)                                             (273)                                                  (467)

 Financing activities
 Interest paid                                                   (67)                                                (59)                                                (130)
 Purchase of own shares (treasury shares)                  8     (622)                                               -                                                   (44)
 Sale of own shares (treasury shares)                            -                                                   -                                                   -
 Net repayment of borrowings                                     (1,470)                                             (1,047)                                             (440)

 Net cash used by financing activities                                                     (2,159)                                             (1,106)                                                (614)

 Net (decrease)/ increase in cash                                                          (3,069)                                             (581)                                                  (1,840)
                                                                                           21,871                                              23,711                                                 23,711

 Cash at beginning of period

 Cash at end of period                                                                     18,802                                              23,130                                                 21,871

 

Notes forming part of the unaudited interim results for the period ended 30
June 2022

 

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 2021.  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 2021 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 2021
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 (http://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 2021.

 

3          Operating segments

 

An analysis of key financial data by business segment (excluding intra-Group
interest and management charges and balances) is provided below.  The Group's
food manufacturing segment, which is an aggregation of the separate segments
of savoury pastry and cake and desserts manufacturing, 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 2022                                                     Investing and

                                                           Food                 Management

                                                           manufacturing        services                                    Total

                                                           £'000               £'000                                        £'000

 Revenue                                                   17,867              -                                            17,867

 Loss before tax((1))                                      (929)               (190)                                        (1,119)

 Period ended 30 June 2021                                                     Investing and

                                                           Food                Management

                                                           manufacturing        services                                    Total

                                                           £'000               £'000                                        £'000

 Revenue                                                   15,718              -                                            15,718

 Profit/(loss) before tax ((1))                            239                 (525)                                        (286)
                                                                               ( )

 Year ended 31 December 2021                                                             Investing and management services

                                                                     Food                £'000

                                                                     manufacturing                                          Total

                                                                     £'000                                                  £'000

 Revenue                                                             35,578              -                                  35,578

 Profit/(loss) before tax((1))                                       1,133               (1,067)                            66

 

 As at 30 June 2022
                                                        Investing and

                                   Food manufacturing   management

                                   £'000                services                           Total

                                                        £'000                              £'000

 Assets                            23,906               19,361                             43,267
 Liabilities/provisions            (7,697)              483                                (7,214)

 Net assets((2))                   16,209               19,844                             36,053

 As at 30 June 2021                                     Investing and

                                   Food manufacturing   management

                                   £'000                services                           Total

                                                        £'000                              £'000

 Assets                            21,440               22,643                             44,083
 Liabilities/provisions            (7,500)              310                                (7,190)

 Net assets((2))                   13,940               22,953                             36,893

 As at 31 December 2021                                 Investing and

                                   Food manufacturing   management

                                   £'000                services                           Total

                                                        £'000                              £'000

 Assets                            22,929               21,506                             44,435
 Liabilities/provisions            (7,850)              465                                (7,385)

 Net assets((2))                   15,079               21,971                             37,050

 Six months to 30 June 2022                             Investing and management services

                                   Food manufacturing   £'000

                                   £'000                                                   Total

                                                                                           £'000

 Capital spend                     456                  -                                  456
 Depreciation                      566                  1                                  567
 Interest income (non-Group)       -                    -                                  -
 Interest expense (non-Group)      (60)                 (9)                                (69)
 Tax (credit)/expense              -                    -                                  -

 Six months to 30 June 2021                             Investing and management services  Total

                                   Food manufacturing   £'000                              (as restated)

                                   £'000                                                   £'000

 Capital spend                     273                  -                                  273
 Depreciation                      559                  -                                  559
 Interest income (non-Group)       -                    -                                  -
 Interest expense (non-Group)      (63)                 -                                  (63)
 Tax (credit)/expense              -                    -                                  -

 Year ended 31 December 2021                            Investing and management services

                                   Food manufacturing   £'000

                                   £'000                                                   Total

                                                                                           £'000

 Capital spend                     467                  -                                  467
 Depreciation                      1,130                1                                  1,131
 Interest income (non-Group)       -                    -                                  -
 Interest expense (non-Group)      137                  -                                  137
 Tax (credit)/expense              189                  (178)                              11

 

 

 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 December 2021   30 June         30 June         31 December 2021

                         2022             2021                                2022            2021
                         £'000            £'000            £'000              £'000           £'000           £'000

 UK                      16,733           15,010           33,537             10,311          9,670           9,306
 Rest of Europe          1,134            708              1,906              -               -               -
 USA                     -                -                135                -               -               -

                         17,867           15,718           35,578             10,311          9,670           9,306

 

Notes:

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

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

 

4          Investment revenues and other gains and losses

 

During the period the Group invested in available-for-sale investments, the
income from which amounted to £86,000. Some of these investments were sold in
the period, realising gains on disposal of £310,000. There was no comparable
income or gains in prior periods.

 

5          Finance income and expense

 

Finance income represents bank interest receivable.  Finance expense relates
to bank interest, lease interest and other interest payable arising from the
Group's investing and treasury management policies.

 

6          Earnings per share

 

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

                                                                              6 months to  6 months to  Year ended

                                                                              30 June      30 June      31 December

                                                                              2022         2021         2021

                                                                              £'000        £'000        £'000
 Earnings for the purposes of earnings per share:

 Loss attributable to equity holders of the parent company                    (1,215)      (390)        (299)

                                                                              No.          No.          No.
 Weighted average number of ordinary shares for the purposes of earnings per
 share:
 Weighted average number of ordinary shares in issue                          2,534,856    2,571,922    2,571,132
 Dilutive effect of potential ordinary shares                                 -            -            -

 Weighted average number of ordinary shares for diluted EPS                   2,534,856    2,571,922    2,571,132

There were no share options (or other dilutive instruments) in issue during
the period in respect of the parent company's shares (30 June 2021: nil; 31
December 2021: nil).

 

7          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 2022 in the
following subsidiaries:

 

                      30 June  30 June  31 December 2021

                      2022     2021     £'000

                      £'000    £'000

 NMT Group Limited    67       68       68
 Shire Foods Limited  2,431    2,112    2,334
                      2,498    2,180    2,402

 

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

 

 

8          Purchase of own shares

 

The Company acquired 52,000 ordinary shares for a total consideration
including costs of £622,000 during the period (30 June 2021: nil, 31 December
2021: 3,500 shares for £44,000).  For reference, the total number of
ordinary shares held in treasury at the period end was 3,690,652 shares and
the number of shares in issue, excluding treasury shares, at the period end
was 2,516,422 (30 June 2021: 2,571,922, 31 December 2021: 2,568,422).

 

9          Dividend

 

The Board is not recommending the payment of an interim dividend for the
period ended 30 June 2022.

 

- Ends -

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