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REG - Volvere PLC - Half-year Report

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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

 

 £ 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 2023
30 June 2022
December 2022
 Consolidated net assets per share

(excluding non-controlling interests)((2))

                                                   £14.00         £13.33               £13.90

 Group net assets                                  35.33          36.05                35.75

 Cash and available-for-sale investments           21.41          20.39                20.79

 

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

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

·      Liquidity and financial position remain strong

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

 

Forward-looking statements:

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

 

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

 

Note

 

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

 

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

 

For further information:

 Volvere plc
 Nick Lander, Co-founder & Director                 Tel: +44 (0) 20 7634 9707
                                                    www.volvere.co.uk (http://www.volvere.co.uk)

 Cairn Financial Advisers LLP (Nominated Adviser)

 Sandy Jamieson / James Caithie                     Tel: + 44 (0) 20 7213 0880

 Canaccord Genuity Limited (Joint Broker)

 Bobbie Hilliam                                     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 £35.33 million (30 June 2022: £36.05 million, 31 December 2022:
£35.75 million), with continuing high liquidity.

 

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

 

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

 

 

 

David Buchler

Chairman

 

19 September 2023

 

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

 

 

Executive Management Statement

 

Overview

 

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

 

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

 

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

 

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

 

Financial performance

 

Food manufacturing segment - Shire Foods

 

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

 

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

 

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

 

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

                                                                            6 months to   6 months to   2022                    2021                    2020

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

                                                                            2023          2022

                                                                            £'000         £'000

 Revenue                                                                    19,090        15,776        38,027                  30,605                  27,189

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

                                                                            745           580           2,777                   2,139                   1,813

 Intra-group management and interest charges                                (125)         (98)          (348)                   (252)                   (200)

 Profit before tax                                                          620           482           2,429                   1,887                   1,613

 

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

 

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

 

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

 

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

 

 

 

 

 

Investing and management services segment

 

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

 

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

 

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

 

Earnings per share

 

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

 

 

Statement of financial position

 

Cash and available-for-sale investments

 

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

 

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

 

Assets held for sale

 

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

 

Purchase of own shares

 

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

 

Hedging

 

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

 

Key performance indicators (KPIs)

 

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

 

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

 

Principal risk factors

 

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

 

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

 

Acquisitions and future strategy

 

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

 

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

 

 

 

 

Nick Lander

Co-founder & Director

 

19 September 2023

 

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

 

 

 

Consolidated income statement

 

                                                           6 months to                Year ended

                                                           30 June                    31

                                                           2023         As restated   December

                                                                        6 months to   2022

                                                    Note                30 June

                                                                        2022
                                                           £'000        £'000         £'000
 Continuing operations
 Revenue                                            3      19,090       15,789        38,027
 Cost of sales                                             (16,535)     (13,766)      (31,921)

 Gross profit                                              2,555        2,023         6,106

 Distribution costs                                        (1,185)      (949)         (2,181)
 Administrative expenses                                   (1,174)      (1,014)       (2,174)

 Operating profit                                          196          60            1,751

 Finance expense                                    4      (65)         (69)          (138)
 Finance income                                     4      287          396           698
 Profit on sale of tangible fixed assets                   23           -             18

 Profit before tax                                         441          387           2,329
 Income tax expense                                        -            -             -
 Profit for the period from continuing operations          441          387           2,329
                                                           (4)          (1,506)       (2,391)

 Loss for the period from discontinued operations

 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                                         13.45p       11.48p        74.36p

 - from continuing operations
 - from discontinued operations                            (0.17)p      (59.41)p      (95.89)p
 Total                                                     13.28p       (47.93)p      (21.53)p

 

 

Consolidated statement of comprehensive income

 

                                                         6 months to  As restated   Year ended

                                                         30 June      6 months to   31

                                                         2023         30 June       December

                                                                      2022          2022
                                                         £'000        £'000         £'000

 Profit/(loss) for the period                            437          (1,119)       (62)

 Other comprehensive income
 Revaluation of freehold land and buildings              -            1,114         1,188
 Revaluation of available-for-sale investments           (53)         (92)          (36)
 Transfer to income statement on disposal of property    (55)         -             -
 Deferred tax recognised directly in equity              -            (278)         (297)

 Total comprehensive income for the period               329          (375)         793

 Attributable to:

 Equity holders of the parent                            205          (471)         318
 Non-controlling interests                               124          96            475
                                                         329          (375)         793

 

 

Consolidated statement of changes in equity

 Six months to 30 June 2023                     Share     Share                   Retained   Total    Non-controlling interests  Total

        £'000

                                                capital   premium   Revaluation   earnings   £'000                               £'000

                                                £'000     £'000     reserve       £'000

                                                                    £'000

 Profit for the period                          -         -         -             313        313      124                        437
 Revaluation of available-for-sale investments  -         -         (53)          -          (53)     -                          (53)
 Disposal of revalued property                  -         -         (55)          -          (55)     -                          (55)
 Deferred tax recognised directly in equity     -         -         -             -          -        -                          -

 Total comprehensive income for the period      -         -         (108)         313        205      124                        329
 Balance at 1 January                           50        7,885     1,682         23,258     32,875   2,877                      35,752

 Transactions with owners:

 Purchase of own treasury shares                -         -         -             (248)      (248)    -                          (248)

 Dividend paid to non-controlling interests     -         -         -             -          -        (500)                      (500)

 Total transactions with owners                 -         -         -             (248)      (248)    -                          (748)

 Balance at 30 June                             50        7,885     1,574         23,323     32,832   2,501                      35,333

 Six months to 30 June 2022                     Share     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

 Year ended 31 December 2022                    Share     Share                   Retained   Total    Non-controlling interests  Total

        £'000

                                                capital   premium   Revaluation   earnings   £'000                               £'000

                                                £'000     £'000     reserve       £'000

                                                                    £'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  £'000    £'000    £'000
 Assets
 Non-current assets
 Property, plant & equipment                                               8,011    10,311   8,142

 Total non-current assets                                                  8,011    10,311   8,142

 Current assets
 Inventories                                                               6,899    5,899    3,777
 Trade and other receivables                                               5,606    6,663    9,315
 Cash and cash equivalents                                                 19,810   18,802   19,136
 Assets held for sale                                                      1,447    -        2,103
 Available-for-sale investments                                            1,595    1,592    1,649

 Total current assets                                                      35,357   32,956   35,980

 Total assets                                                              43,368   43,267   44,122

 Liabilities

 Current liabilities
 Loans and other borrowings                                                (553)    (111)    (1,258)
 Leases                                                                    (411)    (359)    (372)
 Trade and other payables                                                  (5,120)  (4,457)  (4,807)

 Total current liabilities                                                 (6,084)  (4,927)  (6,437)

 Non-current liabilities
 Loans and other borrowings                                                (759)    (878)    (818)
 Leases                                                                    (534)    (590)    (452)

 Total non-current liabilities                                             (1,293)  (1,468)  (1,270)

 Total liabilities                                                         (7,377)  (6,395)  (7,707)

 Provisions - deferred tax                                                 (658)    (819)    (663)

 NET ASSETS                                                                35,333   36,053   35,752

 Equity
 Share capital                                                             50       50       50
 Share premium account                                                     7,885    7,885    7,885
 Revaluation reserves                                                      1,574    1,571    1,682
 Retained earnings                                                         23,323   24,049   23,258

 Capital and reserves attributable to equity holders of the Company        32,832   33,555   32,875
 Non-controlling interests                                           6     2,501    2,498    2,877

 TOTAL EQUITY                                                              35,333   36,053   35,752

 

Consolidated statement of cash flows

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

                                                                                                                            6 months to 30 June 2022   6 months to 30 June 2022
                                                                  Note  £'000                     £'000                     £'000                      £'000                      £'000                        £'000

 Profit/(loss) for the period                                                                     437                                                  (1,119)                                                 (62)

 Adjustments for:
 Finance expense                                                  4     65                                                  69                                                    138
 Finance income                                                   4     (287)                                               (396)                                                 (698)
 Depreciation                                                           497                                                 455                                                   933
 Operating lease rentals                                                (7)                                                 -                                                     (14)
 Income tax expense                                                     -                                                   -                                                     -
 (Gain)/loss on disposal of fixed assets                                (23)                                                -                                                     (18)
 Loss from discontinued operations                                      4                                                   1,506                                                 2,391

                                                                                                  249                                                  1,634                                                   2,732

 Operating cash flows before movements in working capital                                         686                                                  515                                                     2,670

 Decrease/(increase) in trade and other receivables                                               2,758                                                1,694                                                   (1,116)
 Increase in trade and other payables                                                             855                                                  1,010                                                   1,126
 (Increase)/decrease in inventories                                                               (3,534)                                              (1,092)                                                 291

 Operating cash generated from continuing operations                                              765                                                  2,127                                                   2,971

 Operating cash generated from/(used by) discontinued operations                                  695                                                  (1,293)                                                 (1,051)

 Net cash generated from operations                                                               1,460                                                834                                                     1,920

 Investing activities
 Interest received                                                      235                                                 -                                                     8
 Income from investments                                                52                                                  86                                                    109
 Purchase of property, plant and equipment                              (62)                                                (388)                                                 (889)
 Sale of property, plant and equipment                                  34                                                  -                                                     42
 Purchase of available-for-sale investments                             -                                                   (4,548)                                               (6,886)
 Disposal of available-for-sale investments                             -                                                   3,174                                                 5,782

 Cash generated from/(used by) continuing investing activities                                    259                                                  (1,676)                                                 (1,834)

 Cash generated from discontinued investing activities                                            720                                                  (68)                                                    29

 Net cash generated from/(used by) investing activities                                           979                                                  (1,744)                                                 (1,805)

 Financing activities
 Interest paid                                                          (64)                                                (67)                                                  (132)
 Purchase of own shares (treasury shares)                         7     (248)                                               (622)                                                 (2,090)
 Dividend paid to non-controlling interests                             (500)                                               -                                                     -
 Net repayment of borrowings                                            (948)                                               (1,432)                                               (577)

 Cash used by continuing financing activities                                                     (1,760)                                              (2,121)                                                 (2,799)

 Cash used by discontinued financing activities                                                   (5)                                                  (38)                                                    (51)

 Net cash used by financing activities                                                            (1,765)                                              (2,159)                                                 (2,850)

 Net (decrease)/ increase in cash                                                                 674                                                  (3,069)                                                 (2,735)
                                                                                                  19,136                                               21,871                                                  21,871

 Cash at beginning of period

 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 (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 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

                                                           £'000                     £'000                                       £'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

                                                           £'000                     £'000                                       £'000

                                                           (as restated)

 Revenue                                                   15,789                    -                                           15,789

 Profit/(loss) before tax ((1))                            577                       (190)                                       387
                                                                                     ( )

 Year ended 31 December 2022                                                         Investing and management services

                                                                     Food            £'000

                                                                     manufacturing                                      Total

                                                                     £'000                                              £'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 operations

                                                                                  £'000                services             £'000                              Total

                                                                                                       £'000                                                   £'000

 Assets                                                                           20,483               21,321               1,564                              43,368
 Liabilities/provisions                                                           (8,290)              559                  (304)                              (8,035)

 Net assets((2))                                                                  12,193               21,880               1,260                              35,333

 As at 30 June 2022 (as restated)                                                                      Investing and

                                                                                  Food manufacturing   management           Discontinued operations

                                                                                  £'000                services             £'000                              Total

                                                                                                       £'000                                                   £'000

 Assets                                                                           19,021               19,361               4,885                              43,267
 Liabilities/provisions                                                           (6,899)              483                  (798)                              (7,214)

 Net assets((2))                                                                  12,122               19,844               4,087                              36,053

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

                                                                                  Food manufacturing   management           Discontinued operations

                                                                                  £'000                services             £'000                              Total

                                                                                                       £'000                                                   £'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 management services

                                                                                                       Food manufacturing   £'000

 Six months to 30 June 2023                                                                            £'000                                                   Total

                                                                                                                                                               £'000

 Capital spend                                                                                         62                   -                                  62
 Depreciation                                                                                          497                  -                                  497
 Interest income (non-Group)                                                                           -                    235                                235
 Interest expense (non-Group)                                                                          (64)                 -                                  (64)
 Tax (credit)/expense                                                                                  -                    -                                  -

 Six months to 30 June 2022 (as restated)                                                                                   Investing and management services

                                                                                                       Food manufacturing   £'000

                                                                                                       £'000                                                   Total

                                                                                                                                                               £'000
                                                                                                       (as restated)                                           (as restated)

 Capital spend                                                                                         388                  -                                  388
 Depreciation                                                                                          454                  1                                  455
 Interest income (non-Group)                                                                           -                    -                                  -
 Interest expense (non-Group)                                                                          (60)                 (9)                                (69)
 Tax (credit)/expense                                                                                  -                    -                                  -

 Year ended 31 December 2022                                                                                                Investing and management services

                                                                                                       Food manufacturing   £'000

                                                                                                       £'000                                                   Total

                                                                                                                                                               £'000

 Capital spend                                                                                         1,014                -                                  1,014
 Depreciation                                                                                          932                  1                                  933
 Interest income (non-Group)                                                                           (8)                  -                                  (8)
 Interest expense (non-Group)                                                                          138                  -                                  138
 Tax (credit)/expense                                                                                  (50)                 50                                 -

 

 

 Geographical analysis:

                         External revenue by location of customers            Non-current assets by location of assets
                         6 months to      6 months to      Year ended

                         30 June          30 June          31 December 2022   30 June         30 June         31 December 2022

                         2023             2022                                2023            2022
                         £'000            £'000            £'000              £'000           £'000           £'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 2022

                           2023     2022     £'000

                           £'000    £'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 2022

                                     2023     2022     £'000

                                     £'000    £'000

 Bank interest payable               (64)     (67)     (41)
 Lease interest                      (1)      (2)      (44)
 Other interest and finance charges  -        -        (53)
                                     (65)     (69)     (138)

 

5          Earnings per share

 

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

                                                                              6 months to                Year ended

                                                                              30 June      6 months to   31 December

                                                                              2023         30 June       2022

                                                                              £'000        2022          £'000

                                                                                           £'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 £2.50 million relate to the net assets
attributable to the shares not held by the Group at 30 June 2023 in the
following subsidiaries:

 

                      30 June  30 June  31 December 2022

                      2022     2022     £'000

                      £'000    £'000

 NMT Group Limited    67       67       67
 Shire Foods Limited  2,434    2,431    2,810
                      2,501    2,498    2,877

 

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

 

7          Purchase of own shares

 

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

 

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

 

8          Dividend

 

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

 

- Ends -

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