The
information contained within this announcement is deemed by the
Company to constitute inside information as stipulated under the UK
version of the EU Market Abuse Regulation (2014/596) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018, as
amended and supplemented from time to time.
30
September 2024
Huddled Group
plc
("Huddled", the "Company" or
the "Group")
Interim Results & Trading
Update
Huddled Group plc (AIM:HUD), the
circular economy e-commerce business, is pleased to announce its
unaudited interim results for the six months to 30 June 2024, along
with an update on trading for Q3 2024 to date.
Highlights
Group
H1
Highlights
|
●
|
H1 2024 revenue £5,274,000, an
increase of 123.4% compared with H2 2023 (H2 2023:
£2,361,000)
|
|
●
|
44.5k new customers in
period
|
|
●
|
Completion of the acquisition of
Food Circle Supermarket Limited on 11 April 2024 (since rebranded
Nutricircle)
|
Q3
Highlights to date
|
●
|
Q3 revenue expected to exceed £3.5m,
an increase of circa 13% compared to Q2 2024
|
|
●
|
Investment in production of TV
advertisement for Discount Dragon - aired on ITV1 regionally in
July 2024 and nationally at the end of September 2024
|
|
●
|
Cash on hand of circa £2.0m,
following circa £0.5m further investment in stock in anticipation
of the Q4 period. Total stock on hand is circa £1.8m. (inclusive of
Let's Explore stock).
|
|
●
|
Acquisition of 75% controlling stake
of Boop Beauty Limited on 5 July 2024, post-period end
|
Discount
Dragon
H1
Highlights
|
●
|
H1 2024 revenue up 61.3% to
£4,903,000 (H2 2023: £3,039,000)
|
|
●
|
H1 2024 orders placed up 54.0% to
137.8k (H2 2023: 89.5k)
|
|
●
|
Average order value (AOV) up 3.8% to
£34.99 (H2 2023: £33.70)
|
|
●
|
New customers added in the period up
70.6% to 41.5k (H2 2023: 24.3k)
|
Q3
Highlights to date
|
●
|
Q3 2024 revenue expected to exceed
Q2 2024
|
|
●
|
Removal of £30 minimum spend
threshold in August 2024
|
|
●
|
Q3 2024 AOV expected to exceed £39,
an increase of circa 11% compared with Q2 2024. AOV increased
month-on-month during the quarter with September 2024 AOV expected
to exceed £41
|
|
●
|
Q3 2024 new customers expected to be
circa 16k
|
Nutricircle
H1
Highlights (12 April - 30 June 2024)
|
●
|
Revenue of £349,000 in the
period
|
|
●
|
9.8k orders in the period
|
|
●
|
AOV of £35.83 in the
period
|
|
●
|
3.0k new customers in the
period
|
Q3
Highlights to date
|
●
|
Q3 2024 revenue expected to exceed
£550,000 an increase of 58% compared to the Q2 2024
post-acquisition period
|
|
●
|
AOV for Q3 2024 expected to exceed
£36.50
|
|
●
|
New customers expected to exceed
6,000, an increase of 100% on H1
|
|
●
|
Expected to generate a modest
operating profit contribution in September
|
Boop Beauty
|
●
|
Site successfully relaunched on 12
September 2024 with enhanced range
|
|
●
|
Winner of Marie Claire Magazine
Sustainability Award 2024
|
|
●
|
Encouraging website traffic and
sales expected to be circa £25,000 from relaunch to the end of
September
|
Martin Higginson, Chief Executive Officer of Huddled,
commented:
"H1 2024 was all about investment and growth, expanding our
offering and solidifying the foundations of the business. Alongside
this, we were pleased to deliver continued growth in revenues
exceeding £5m. The acquisition of Food Circle Supermarket, now
rebranded Nutricircle, followed by Boop Beauty in Q3 have
strengthened the Group's e-commerce portfolio, and underpinned our
commitment to saving surplus stock from going to waste. We have
demonstrated to manufacturers and suppliers alike that there is an
alternative, allowing customers to save money on some of their
favourite brands, from coffee to cosmetics, perfumes to protein
shakes. The positive comments we receive on TrustPilot, as well as
the thousands of customers that come back month after month is
testament to our strategy.
"H2 2024 is now about continued growth, while also driving
efficiencies from shared Group operations and expertise, all of
which we believe will deliver a profitable and sustainable business
model."
Enquiries:
For further information please visit
www.huddled.com/investors, or contact:
Huddled Group plc
investors@huddled.com
Martin
Higginson
David Marks
Daniel Wortley
Zeus
(Nominated Adviser and Sole Broker)
Tel + 44 (0) 203 829 5000
Nick Cowles, James Hornigold, Alex
Campbell-Harris (Investment Banking)
Dominic King (Corporate
Broking)
Alma
Strategic Communications (Financial PR)
huddled@almastrategic.com
Rebecca Sanders-Hewett
Sam Modlin
Kieran Breheny
Chairman's statement
Group revenue continues to grow
strongly, as well as improving the key performance indicators of
average order value (AOV) and basket margin. This successful
formula will, we believe, drive the operating businesses forward
towards monthly profitability.
The team continues to deliver growth
as demonstrated by the performance in Q3 2024. We believe the
decision to remove the minimum order value on Discount Dragon has
proven to be the correct one, resulting in AOV and basket margin
(revenue less cost of goods, packaging and processing fees)
improving significantly. This has allowed customers the choice of
placing smaller orders and paying for postage, or spending over £30
to get free postage.
The acquisition of both Nutricircle
(formerly Food Circle Supermarket) and Boop Beauty have been
excellent additions alongside Discount Dragon, and fit perfectly
into our strategy of saving surplus products from waste, whilst
providing customers with great deals. Early signs following the
rebranding of Nutricircle are encouraging and suggest further
growth for Q4. We also look forward to seeing the impact of
our initial improvements, including a new website, and a much
broader range, on the Boop Beauty business over the balance of the
current financial year.
Overall, the team has delivered a
period of good progress in the year to date. Now with a portfolio
of complementary e-commerce businesses utilising shared fulfilment,
marketing and finance resources, the team is focused on growing
revenue in Q4 and reaching the tipping point for profitability in
the three core trading businesses.
Chief Executive's review
Group
With a focus very much on top line
growth we saw Group revenues for H1 2024 grow to £5,274,000.
Bolstered by the Nutricircle acquisition, trading in Q2 2024 saw
solid progress delivering £3,130,000 of revenue for the period, an
increase of circa 46% vs £2,144,000 in Q1 2024.
The Group reported an expected
adjusted EBITDA loss of £1,550,000 for the period (net of £602,000
PLC costs), as we invested in the building blocks for future
growth. We have grown the e-commerce and marketing teams, invested
in the production of a TV advert, further developed and rebranded
our websites, as well as strengthening the warehouse operations
along with increased marketing spend. In the period we attracted
over 44,000 new customers helping us drive revenue to over
£5m.
During the period we continued to
invest in stock, strengthening selected categories such as alcohol
and homeware for Discount Dragon, and deepening the stock for
Nutricircle.
At the half year stock levels had
increased to some £1.3m for the Group (31 December 2023: £0.7m).
Our ability to be able to react to stock opportunities quickly and
efficiently has enabled us to establish deeper relationships with
key suppliers, and to open new sources of supply, and take steps in
developing direct relationships with manufacturers. We believe our
approach to surplus stock resonates with suppliers and brands as
they look to reduce waste and improve their ESG
footprint.
We are pleased with the progress we
have made in the H1 2024, and look forward to driving further
operational synergies over the coming months. We have continued to
invest across all areas in Q3 2024, fuelling further growth in
revenues to circa £3.5m, which would represent an increase of circa
13%, against Q2 2024. Nutricircle has moved into operational
profitability, Boop Beauty has relaunched successfully, and the
losses at Discount Dragon have reduced significantly as we move
towards operational profitability.
Discount
Dragon
Discount Dragon's revenue increased
61.3% to £4,903,000 in the period (H2 2023: £3,039,000). This
was driven by a 53.9% increase in the number of orders to 137.8k
(H2 2023: 89.5k) and a 3.8% increase in AOV to £34.99 (H2 2023:
£33.70)1. The business added 41.5k new customers in the
period, an increase of 70.6% from the prior period.
In what was a period of heavy
investment in operational capabilities, the division made an
adjusted EBITDA loss of £731,000. As demonstrated by the table
below, divisional basket margin was £953,000, with strong
quarter-on-quarter growth in both revenue and margin per
cent.
As Nutricircle and Boop Beauty are
integrated into the Group's central operations, both marketing and
warehouse personnel costs will be shared across the three brands
and the current cost of Nutricircle's warehouse and related
personnel will be saved.
|
|
Q1 2024
|
Q2 2024
|
H1 2024
|
|
|
£'000
|
£'000
|
£'000
|
|
Revenue
|
2,133
|
2,770
|
4,903
|
|
Product, postage & packaging and
payment processing costs
|
(1,760)
|
(2,190)
|
(3,950)
|
|
Basket margin
|
373
|
580
|
953
|
|
|
17.5%
|
20.9%
|
19.4%
|
|
Advertising expenses
|
(199)
|
(223)
|
(422)
|
|
Warehouse personnel
|
(244)
|
(393)
|
(637)
|
|
Gross loss
|
(70)
|
(36)
|
(106)
|
|
|
(3.3%)
|
(1.3%)
|
(2.2%)
|
Warehouse personnel costs increased
significantly in Q2 2024, predominantly due to additional shifts to
be able to service increased levels of demand. A substantial
element of the warehouse personnel costs are fixed meaning that
additional picking and packing capacity can be added to existing
shifts incrementally as needed and costs do not grow pro-rata to
order levels, such that the overall warehouse staff costs per order
should fall with increasing volume. With effect from its relaunch
earlier this month, Boop Beauty's orders are being fulfilled from
Discount Dragon's Leigh warehouse and Nutricircle's warehousing is
expected to be absorbed into the same operation in October 2024.
Fulfilment capacity across the Group will increase substantially as
of February 2025, following the doubling of the operational space
and related fit-out at the current facility.
In July 2024 we produced and ran a
regional trial of a TV advertisement on ITV1 in Granada and
Yorkshire and a trial on Heart and LBC radio, the results were
encouraging, with some important data points coming out of the
trial. On the back of this we decided to remove the minimum £30
spend threshold, and invest in improvements to the website, making
the User Experience (UX) easier to navigate, as well as easier to
checkout. We reduced advertising spend in August and early
September whilst these changes were made. The TV and Radio
advertising campaign was resumed as of 23 September
2024.
Following the removal of the £30
minimum order threshold, allowing customers to purchase as little
or as much as they need, along with the UX improvements, we have
seen improved customer satisfaction, and a steady increase in AOV
with September 2024 AOV expected to exceed £41. In addition, we
have seen a steady increase in basket margin, along with returning
customer numbers - 74% of August 2024 orders came from
returning customers.
Having successfully driven up the
AOV and basket margin in Q3, we will now look to scale marketing to
drive further growth and harness the efficiencies which will flow
from running three businesses from the one location.
1 As previously reported, AOV in Q1 2024 was negatively impacted
by incentives given to new customers. Q2 2024 AOV was £36.87 and Q3
2024 is trending above that.
Nutricircle
We have been pleased with
Nutricircle's progress following the completion of its acquisition
on 11 April 2024.
The business generated £349,000
revenue and delivered gross profit of £53,000 in the period from
its acquisition to 30 June 2024.
In late August 2024 the rebrand to
Nutricircle was completed. This has been extremely well received
with September 2024 revenue not only exceeding expectations but
delivering the brand's best performance to date, and driving this
operational business into profitability. September 2024 revenue is
expected to be circa £225,000 allowing the business to deliver a
modest profit contribution, and paving the way for further growth
and synergies over the coming months.
As noted above, we expect fulfilment
of all Nutricircle orders will be absorbed into our centralised
warehouse in Leigh during October 2024 which should result in
significant net cost savings. The move will also allow us to
migrate the postage to a single Royal Mail contract, which we
expect to yield future volume discounts, as well as allowing
Nutricircle to join Discount Dragon and Boop Beauty in being able
to deliver to any location in the UK, including Northern Ireland,
the Highlands of Scotland and the Channel Islands, all of which are
currently charged a significant premium on the delivery charges.
This combination should not only aid sales growth but also reduce
overall delivery costs.
With Nutricircle already turning a
modest profit contribution we look forward to building on this and
driving further synergies as we continue to exploit the benefits of
Group fulfilment, marketing and website user experience
knowledge.
Boop Beauty
On 5 July 2024, Huddled acquired a
controlling stake of 75% of the share capital in Boop Beauty
Limited, an e-commerce business specialising in surplus beauty and
cosmetic products. Boop Beauty was founded by Yasmine Amr,
formerly a L'Oreal in-house lawyer, who remains with the business
in an advisory role. Since the acquisition, we have introduced a
new website, improving the stock offering, and preparing for
launch. The business was officially relaunched on 12 September
2024.
Whilst still early days, we are
pleased with the initial sales performance which has exceeded our
expectations. The range being offered to consumers is impressive
with products from many well known brands such as Sol de Janeiro,
Drunk Elephant, L'Oreal, ESPA and many more at substantial
discounts to high street prices.
With over £3 billion of cosmetics
going to waste each year it was clear to us there was a need for a
business like Boop Beauty, helping cosmetic companies solve their
waste challenges, as well as allowing customers to purchase
products, some of which they would sample for the first time, often
at a huge discount to their retail price.
The strategy of the business was
further endorsed recently when Boop Beauty was awarded the Marie
Claire 2024 Sustainability Award in the category of Small Business:
Best Multi-Brand Retailer for beauty, health &
wellness.
Let's
Explore
On 10 May 2024, the Group entered
into a strategic partnership with Wicked Vision Limited. Under the
terms of the agreement, Wicked Vision initially acquired a 25%
stake in the business, with Huddled retaining 75% ownership. The
agreement allows Wicked Vision to increase its stake to 50% once
Huddled has received a net inflow of circa £400,000, being the
value of the working capital in the business at the time the deal
was completed. Wicked Vision has taken charge of the day-to-day
operations of the Let's Explore business and we have already
started to observe encouraging signs of progress.
Post-period end, in July 2024, an
updated Vodiac Pro product, which includes a new and improved
headset and 100 VR experiences, was launched on QVC USA. The new
product was received well with all 6,000 units ordered selling out
across two airings. QVC USA has since ordered a further 15,000
units to be delivered in November, and QVC UK some 6,000
units.
In addition to the QVC sales and a
number of smaller B2B sales, we have commenced our Q4 B2C, and
Amazon sales strategy for the Let's Explore range, including
Oceans, Wildlife and Space. In total we hold circa 12,000 units
which we plan to sell in Q4 2024 via Amazon and via our website
priced at $99.
HUDDLED GROUP
PLC
NOTES TO THE INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
for the six months ended 30
June 2024
1 Corporate
information
The interim consolidated financial
statements of the Group for the period ended 30 June 2024 were
authorised for issue in accordance with a resolution of the
directors on 27 September 2024. Huddled Group plc ("the Company")
is a Public Limited Company quoted on AIM, incorporated in England
and Wales. The interim consolidated financial statements do not
comprise statutory accounts within the meaning of section 434 of
the Companies Act 2006.
2 Statement of accounting
policies
2.1 Basis of preparation
The interim consolidated financial
statements of the Group for the six months ended 30 June 2024 have
been prepared in accordance with the UK-adopted International
Accounting Standard 34 Interim
Financial Reporting.
The entities consolidated in the
interim financial statements of the Group for the six months to 30
June 2024 comprise the Company and its subsidiaries (together
referred to as "the Group").
The interim consolidated financial
statements do not include all the information and disclosures
required in the annual financial statements and should be read in
conjunction with the Group's annual audited consolidated financial
statements for the year ended 31 December 2023.
The directors are satisfied that, at
the time of approving the interim consolidated financial
statements, it is appropriate to adopt a going concern basis in
accordance with the recognition and measurement criteria of
International Financial Reporting Standards ("IFRS") as adopted by
the European Union.
In reaching this conclusion, the
directors considered the financial position of the Group and
prepared forecasts and projections for the next 12 months, taking
into account reasonably possible changes in trading performance and
capital expenditure requirements.
The financial statements do not
include any adjustments that would result from the going concern
basis of preparation being inappropriate.
2.2 Accounting policies
The principal accounting policies
adopted in the preparation of these interim statements are
consistent with those applied in the
preparation of the Group's annual consolidated financial statements
for the year ended 31 December 2023 other than the Group has adopted amended financial standards effective as
of 1 January 2024. None of the amendments adopted on 1 January 2024
have had a material impact on the interim statements of the
Group.
The preparation of these
consolidated interim financial statements requires management to
make judgments, estimates and assumptions that affect the
application of accounting policies and the reported amounts of
assets and liabilities, income and expense. Actual results may
differ from these estimates in preparing these consolidated interim
financial statements.
3 Segmental
information
The Group's primary reporting format
for segmental information is business segments which reflect the
management reporting structure in the Group. The information for
discontinued segments is aggregated and shown as a separate
segment.
Six
months to 30 June 2024
|
|
Discount
Dragon
|
Nutricircle
|
Let's
Explore
|
Head
Office
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Revenue
|
4,903
|
349
|
22
|
-
|
5,274
|
|
Cost of sales
|
(5,009)
|
(296)
|
(97)
|
-
|
(5,402)
|
|
|
----------------
|
----------------
|
---------------
|
---------------
|
---------------
|
|
Gross profit/(loss)
|
(106)
|
53
|
(75)
|
-
|
(128)
|
|
|
|
|
|
|
|
|
Other income
|
-
|
-
|
-
|
6
|
6
|
|
Admin expenses*
|
(625)
|
(61)
|
(134)
|
(608)
|
(1,428)
|
|
|
----------------
|
----------------
|
---------------
|
---------------
|
---------------
|
|
Adjusted EBITDA**
|
(731)
|
(8)
|
(209)
|
(602)
|
(1,550)
|
|
|
|
|
|
|
|
|
Depreciation
|
(18)
|
(7)
|
(1)
|
(12)
|
(38)
|
|
Amortisation
|
(154)
|
-
|
(55)
|
(1)
|
(210)
|
|
One-off costs
|
(74)
|
-
|
-
|
(59)
|
(133)
|
|
Finance costs
|
-
|
(1)
|
-
|
-
|
(1)
|
|
Finance income
|
-
|
-
|
-
|
92
|
92
|
|
Taxation
|
72
|
2
|
7
|
-
|
81
|
|
|
----------------
|
----------------
|
-------------
|
-----------------
|
----------------
|
|
Loss for the period
|
(905)
|
(14)
|
(258)
|
(582)
|
(1,759)
|
|
|
----------------
|
----------------
|
-------------
|
-----------------
|
----------------
|
*Administrative expenses exclude
depreciation, amortisation and one-off costs.
**Adjusted EBITDA is a non-GAAP
metric.
Geographical disclosures
The geographical breakdown of the
Group's revenue, assets and net tangible capital expenditure is as
follows.
|
|
External revenue by location
of customer
|
Location of
assets
|
Net tangible
capital
expenditure by
location
of assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30 June
2024
|
30 June
2023
|
31 Dec
2023
|
30 June
2024
|
30 June
2023
|
31 Dec 2023
|
30 June
2024
|
30 June
2023
|
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
UK
|
5,260
|
59
|
1,934
|
9,564
|
8,763
|
11,301
|
28
|
159
|
173
|
|
USA & Canada
|
14
|
3
|
489
|
221
|
33
|
320
|
-
|
-
|
-
|
|
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
|
Total
|
5,274
|
62
|
2,423
|
9,785
|
8,796
|
11,621
|
28
|
159
|
173
|
|
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
|
|
|
|
The Group had no customers
representing 10% or more of the Group's total revenue in the
period.
4
Other
income
|
|
Unaudited
Six months
to
30 June
2024
|
Unaudited
Six months
to
30 June
2023
|
Audited
12 months
to
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Transitional services provided to
disposed subsidiaries
|
6
|
129
|
244
|
|
|
----------------
|
----------------
|
----------------
|
5
One-off
costs
|
|
Unaudited
Six months
to
30 June
2024
|
Unaudited
Six months
to
30 June
2023
|
Audited
12 months
to
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Business restructuring
|
83
|
12
|
25
|
|
Costs of acquiring
subsidiaries
|
40
|
-
|
244
|
|
Other one-off costs
|
10
|
-
|
-
|
|
Costs related to the capital
reduction and share buybacks
|
-
|
225
|
225
|
|
Bonuses awarded in relation to the
LBE business sale
|
-
|
181
|
181
|
|
|
----------------
|
----------------
|
----------------
|
|
|
133
|
418
|
675
|
|
|
----------------
|
----------------
|
----------------
|
6
Earnings per share
|
|
Unaudited
Six months
to
30 June
2024
|
Unaudited
Six months
to
30 June
2023
|
Audited
12 months
to
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
Profit attributable to shareholders
|
|
|
|
|
Continuing operations
|
(1,745)
|
(1,117)
|
(2,287)
|
|
Discontinued operations
|
-
|
15,177
|
15,268
|
|
|
--------------------
|
--------------------
|
--------------------
|
|
Total profit attributable to shareholders
|
(1,745)
|
14,060
|
12,981
|
|
|
--------------------
|
--------------------
|
--------------------
|
|
|
|
|
|
|
Basic weighted average number of
shares
|
319,226,653
|
401,733,235
|
321,686,426
|
|
Diluted weighted average number of
shares
|
348,424,673
|
450,865,644
|
355,153,905
|
|
|
==============
|
==============
|
==============
|
|
|
|
|
|
|
|
£0.01
|
£0.01
|
£0.01
|
|
Earnings per share
|
|
|
|
|
Basic earnings per share
|
(0.55)
|
3.50
|
4.04
|
|
Diluted earnings per share
|
(0.55)
|
3.50
|
4.04
|
|
|
=========
|
=========
|
=========
|
|
Earnings per share from continuing
operations
|
|
|
|
|
Basic earnings per share from
continuing operations
|
(0.55)
|
(0.28)
|
(0.71)
|
|
Diluted earnings per share from
continuing operations
|
(0.55)
|
(0.28)
|
(0.71)
|
|
|
=========
|
=========
|
=========
|
|
Earnings per share from discontinued
operations
|
|
|
|
|
Basic earnings per share from
continuing operations
|
-
|
3.78
|
4.75
|
|
Diluted earnings per share from
continuing operations
|
-
|
3.78
|
4.75
|
|
|
=========
|
=========
|
=========
|
Earnings/(loss) per ordinary share
has been calculated using the weighted average number of shares
outstanding during the relevant financial periods. In accordance
with IAS 33, diluted EPS is presented when a company could be
required to issue shares that would decrease earnings per share or
increase the loss per share. However, IAS 33 stipulates that
diluted EPS cannot show an improvement compared to basic EPS. In
this case, as the inclusion of potential ordinary shares would
result in an improvement, they have been disregarded in the
calculation of diluted EPS.
7 Business
combinations
On 11 April 2024, the Company
announced that it had acquired 100% of the ordinary shares in
Nutricircle Limited (formerly Food Circle Supermarket Limited) for
consideration of up to £308,000.
The assets and liabilities of the
acquired company were as follows:
|
|
Book
Value
|
Fair Value
Adjustment
|
Fair Value
to Group
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Property, plant and
equipment
|
2
|
-
|
2
|
|
Right-of-use assets
|
43
|
-
|
43
|
|
Intangible assets: customer
database
|
-
|
66
|
66
|
|
Cash and cash
equivalents
|
9
|
-
|
9
|
|
Inventories
|
65
|
-
|
65
|
|
Trade and other
receivables
|
7
|
-
|
7
|
|
Trade and other payables
|
(170)
|
-
|
(170)
|
|
Contract liabilities
|
(16)
|
-
|
(16)
|
|
Loans
|
(27)
|
-
|
(27)
|
|
IFRS 16 lease
|
(47)
|
-
|
(47)
|
|
Deferred tax
|
-
|
(17)
|
(17)
|
|
|
-------------
|
-------------
|
-------------
|
|
Net assets on acquisition
|
(134)
|
49
|
(85)
|
|
|
|
|
|
|
Goodwill on acquisition
|
|
|
393
|
|
|
|
|
-------------
|
|
Total consideration
|
|
|
308
|
|
|
|
|
======
|
|
Consideration discharged
by:
|
|
|
|
|
Initial cash
consideration
|
|
|
100
|
|
Initial equity
consideration
|
|
|
54
|
|
Deferred equity
consideration
|
|
|
54
|
|
Contingent cash
consideration
|
|
|
100
|
|
|
|
|
-------------
|
|
|
|
|
308
|
|
|
|
|
======
|
On 11 April 2024, the Company paid
£100,000 in satisfaction of the initial cash
consideration.
Also on 11 April 2024, the Company
issued 2,096,436 new ordinary shares at a fair value of 2.6p each
in satisfaction of the £54,000 initial equity
consideration.
Subject to any adjustments to the
purchase price in the event of warranty claims against the vendors,
the Company will issue a further 2,096,436 new ordinary shares in
satisfaction of the deferred consideration on the first anniversary
of the acquisition. The deferred consideration shares have been
valued at completion date fair value of 2.6p each.
An additional £100,000 in cash will
be payable if Nutricircle meets certain targets during its first 12
months post-acquisition.
A net deferred tax liability of
£17,000 has been recognised in relation to fair value adjustments
arising on the business combination.
The goodwill on consolidation of
£393,000 includes assets acquired which did not meet the criteria
for separate recognition such as supplier relationships and
employees' 'know-how'.
Costs of £40,000 relating to the
acquisition are included within administrative expenses in the
period.
8 Property, plant
and equipment
|
|
Fixtures, fittings and
equipment
|
Motor
vehicles
|
Right-of-use
assets
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
At 1 January 2024
|
94
|
162
|
-
|
256
|
|
Acquired with subsidiary
|
11
|
-
|
132
|
143
|
|
Additions
|
28
|
-
|
-
|
28
|
|
|
_____
|
_____
|
_____
|
_____
|
|
At
30 June 2024
|
133
|
162
|
132
|
427
|
|
|
_____
|
_____
|
_____
|
_____
|
|
Depreciation
|
|
|
|
|
|
At 1 January 2024
|
25
|
22
|
-
|
47
|
|
Acquired with subsidiary
|
9
|
-
|
89
|
98
|
|
Depreciation of owned
assets
|
19
|
12
|
-
|
31
|
|
Depreciation of leased
assets
|
-
|
-
|
7
|
7
|
|
|
_____
|
_____
|
_____
|
_____
|
|
At
30 June 2024
|
53
|
34
|
96
|
183
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
30
June 2024
|
80
|
128
|
36
|
244
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
31 December 2023
|
69
|
140
|
-
|
209
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
The method of depreciation for each
class of depreciable asset is:
Fixtures, fittings and
equipment
- three years on a straight-line basis
Motor
vehicles
- between three and seven years on a straight-line basis
Right-of-use
assets
- over the term of the lease on a straight-line basis
9
Intangible assets
|
|
Development
costs
|
Goodwill on
consolidation
|
Other intangible
assets
|
Total
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost
|
|
|
|
|
|
At 1 January 2024
|
570
|
1,635
|
2,251
|
4,456
|
|
Acquired with subsidiary
|
-
|
393
|
65
|
458
|
|
Additions
|
57
|
-
|
4
|
61
|
|
|
_____
|
_____
|
_____
|
_____
|
|
At
30 June 2024
|
627
|
2,028
|
2,320
|
4,975
|
|
|
_____
|
_____
|
_____
|
_____
|
|
Amortisation
|
|
|
|
|
|
At 1 January 2024
|
426
|
-
|
95
|
521
|
|
Amortisation charge
|
60
|
-
|
150
|
210
|
|
|
_____
|
_____
|
_____
|
_____
|
|
At
30 June 2024
|
486
|
-
|
245
|
731
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
Net
book value
|
|
|
|
|
|
30
June 2024
|
141
|
2,028
|
2,075
|
4,244
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
31 December 2023
|
144
|
1,635
|
2,156
|
3,935
|
|
|
_____
|
_____
|
_____
|
_____
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Development costs are comprised of
software, virtual reality and augmented reality content.
Development costs are amortised on a straight-line basis over 3
years. No amortisation is charged against projects which are still
in development.
Other intangible assets comprise
the Discount Dragon brand, Discount Dragon and Nutricircle customer
databases, website development and trademark costs. Other
intangible assets are amortised over two or three years.
Amortisation is charged to
administrative costs in the income statement.
10 Trade and other
receivables
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
30 June
2024
|
30 June
2023
|
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Trade receivables
|
151
|
81
|
449
|
|
Prepayments
|
389
|
103
|
184
|
|
Other receivables
|
154
|
1,410
|
1,186
|
|
|
----------------
|
----------------
|
----------------
|
|
|
694
|
1,594
|
1,819
|
|
|
----------------
|
----------------
|
----------------
|
11 Trade and
other payables
|
|
Unaudited
|
Unaudited
|
Audited
|
|
|
30 June
2024
|
30 June
2023
|
31 Dec 2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Trade payables
|
380
|
54
|
233
|
|
Accruals
|
521
|
173
|
274
|
|
Taxation and social
security
|
74
|
296
|
58
|
|
Other payables
|
20
|
6
|
15
|
|
|
----------------
|
----------------
|
----------------
|
|
|
995
|
529
|
580
|
|
|
----------------
|
----------------
|
----------------
|
12 Share
capital
|
|
Shares
|
£'000
|
|
Ordinary shares of 0.040108663 pence issued and fully paid
up
|
|
|
|
As at 1 January 2024
|
318,305,143
|
127
|
|
Shares issued as purchase
consideration
|
2,096,436
|
1
|
|
|
-------------------------------
|
-------------------
|
|
As
at 30 June 2024
|
320,401,579
|
128
|
|
|
-------------------------------
|
-------------------
|
13
Reserves
Full details of movements in
reserves are set out in the consolidated statement of changes in
equity. The following describes the nature and purpose of each
reserve within owners' equity:
Share premium: Amount subscribed
for share capital in excess of nominal value.
Merger reserve: Premium above the
nominal value of shares issued for equity consideration.
Capital redemption reserve: Nominal
value of the Company's own shares purchased and
cancelled.
Retained deficit: Cumulative net
gains and losses recognised in the consolidated statement of
comprehensive income.
Foreign exchange reserve: Reserve
arising on translation of the Group's overseas
subsidiaries.
Equity reserve: Deferred equity
consideration in relation to the Huddled Holdings Limited (formerly
Huddled Group Limited) acquisition.
Non-controlling interests: The net
value of assets and liabilities held on the Group's balance sheet
attributable to third parties holding equity interests in the
Group's subsidiaries.
14 Related
party transactions
M J Higginson, a director of Huddled
Group plc, is a director and controlling shareholder of M Capital
Investment Properties Limited. Services to the value of
£12,000 (year to 31 December 2023: £24,000) were invoiced in the
period by M Capital Investment Properties Limited to Huddled Group
plc. At 30 June 2024, Huddled Group plc owed £Nil (31 December
2023: £Nil) to M Capital Investment Properties Limited.
R Miller, a director of Huddled
Group plc, is a director of Robin Miller Consultants Ltd. In the
period, services totalling £8,000 (year to 31 December 2023:
£28,000) were billed to Huddled Group plc from Robin Miller
Consultants Ltd. At 30 June 2024, £1,000 (31 December 2023: £Nil)
was owing from Huddled Group plc to Robin Miller Consultants
Ltd.
D Marks, a director of Huddled Group
plc, was advanced a loan in a prior period. Interest is currently
charged on the loan at 2% per annum. At 30 June 2024, D Marks owed
£17,000 (31 December 2023: £17,000) inclusive of interest, to the
Group.
D F G Wortley, a director of Huddled
Group plc, was advanced a loan in a prior period. Interest is
currently charged on the loan at 2% per annum. At 30 June 2024, D F
G Wortley owed £5,000 (31 December 2023: £5,000) inclusive of
interest, to the Group.
D Marks, a director of Huddled Group
plc, was advanced funds in a prior period. At 31 December
2023, D Marks owed £9,000 to the Group (31 December 2023:
£9,000).
M J Higginson, a director of Huddled
Group plc, was advanced funds in a prior period. At 31
December 2023, M J Higginson owed £10,000 to the Group (31 December
2023: £10,000).
S J Higginson, the son of M J
Higginson, a director of the Company, charged consultancy fees of
£45,000 to the company during the period (2023: £90,000). At the
period end the company owed £8,000 to S J Higginson (2023:
£nil).
The key management personnel are
considered to be the Board of Directors. The total amounts paid to
key management personnel during the period was £326,000. The total
amounts paid to key management personnel during the year to 31
December 2023 was £914,000.
15 Post
balance sheet events
On 5 July 2024, the Company acquired
75% of the equity in Boop Beauty Limited, an e-commerce business
specialising in surplus beauty and cosmetic products for
consideration of £9,000.