TIDMVLE

RNS Number : 0763M

Volvere PLC

17 September 2021

 
   17 September 2021 
 

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2021

Volvere plc (AIM: VLE), the growth and turnaround investment company, announces its unaudited Interim Results for the six months ended 30 June 2021.

Highlights

 
 GBP million except where stated                 Six months ended        Year ended 
                                                 30 June      30 June   31 December 
                                                    2021         2020          2020 
 Group revenue                                     15.72        12.95         30.81 
 
   Group loss before tax                          (0.29)       (0.97)        (0.55) 
 
 
                                                   As at        As at      As at 31 
                                                 30 June      30 June      December 
                                                    2021         2020          2020 
 Consolidated net assets per share 
  (excluding non-controlling interests)(1)      GBP13.50     GBP13.29      GBP13.65 
 
 Group net assets                                  36.89        26.02         37.18 
 
 Cash and marketable securities                    23.13        16.11         23.71 
 
 

-- Positive underlying performance from Shire Foods, the Group's frozen savoury products manufacturer in spite of margin pressure

   --      Reduced losses at Indulgence Patisserie, the Group's frozen desserts manufacturer 
   --      Continuing strong financial position with high liquidity 

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").

Notes

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 2,571,922 at 30 June 2021, 1,834,182 at 30 June 2020, and 2,571,922 at 31 December 2020.

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. Further information is included in the Chief Executive's statement and Financial Review.

For further information:

 
 Volvere plc 
 Jonathan Lander, CEO                         Tel: +44 (0) 20 7634 9707 
                                              www.volvere.co.uk 
 
 
 
   Cairn Financial Advisers LLP (Nominated      Tel: + 44 (0) 20 7213 0880 
   Adviser) 
   Sandy Jamieson/James Lewis 
 Canaccord Genuity Limited (Joint Broker)     Tel: + 44 (0) 207 523 8000 
  Bobbie Hilliam/Alex Aylen/Georgina 
  McCooke 
 
  Hobart Capital Markets LLP (Joint Broker) 
  Lee Richardson                               Tel: +44 (0) 20 7070 5691 
 

Chairman's Statement

I am pleased to report on the results for the six months to 30 June 2021. The Group again delivered a good performance, with both Shire Foods and Indulgence Patisserie showing continued progress.

Net assets per share have fallen slightly to GBP13.50 in the period due to the trading losses at Indulgence (30 June 2019: GBP13.29, 31 December 2020: GBP13.65).

The Group remains in a strong financial position with significant cash reserves and is poised to take advantage of any investment opportunities arising from reducing levels of UK government support schemes.

David Buchler

Chairman

17 September 2021

*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

Shire Foods performed well, with an improved performance over the comparable 2020 period. Indulgence Patisserie's losses are reducing and work is ongoing to drive further improvement.

As with most businesses in the UK, the COVID-19 pandemic has continued to affect the Group. Our staff have had to adopt new working practices but nonetheless continued to work throughout most of the last 18 months. We are enormously grateful to them for their efforts. We continue to put their health and wellbeing centre-stage in how we operate.

Investment opportunities in the first half of 2021 have been more limited than we expected when we raised capital in October 2020. As I have said before, we believe this is because of the availability of UK government support schemes. Those that have been considered did not meet the criteria we set for investment that has driven our returns to date.

In what is traditionally the weaker half of the year, overall Group revenue rose to GBP15.72 million for the period (30 June 2020: GBP12.95 million, 31 December 2020: GBP30.81 million). The Group's loss before tax was GBP0.29 million, a reduction of GBP0.68 million compared to the comparable period in 2020 (30 June 2020: loss GBP0.97 million, year to 31 December 2020: loss GBP0.55 million).

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

Food manufacturing

This segment comprises Shire Foods, the Group's 80%-owned frozen pie and pasty manufacturing business which was acquired in 2011, and Indulgence Patisserie, a premium frozen desserts and cakes manufacturer, which was acquired in February 2020.

Revenues for the segment as a whole were GBP15.72 million (30 June 2020: GBP12.95 million, 31 December 2020: GBP30.81 million) and the profit before tax and intra-group management and interest charges was GBP0.24 million (30 June 2020: loss GBP0.25 million, 31 December 2020: profit GBP0.79 million). The overall improvement reflects reduced losses at Indulgence, with an improved performance at Shire.

Detailed financial information relating to the two businesses is included in the Financial Review below.

Shire Foods

Revenue grew by 15.2% to reach GBP13.85 million (30 June 2020: GBP12.02 million). Profit before tax and intra-Group management and interest charges** was GBP0.60 million, compared to GBP0.35 million for the six months to 30 June 2020 (31 December 2020: profit GBP1.81 million).

The performance of Shire Foods was pleasing given the circumstances arising from the COVID-19 pandemic. With the reopening of schools, food service sales have once again increased. Our vegan brand, Naughty Vegan, continues to make progress whilst we seek further listings for our three savoury pastry ranges and two cheesecakes (made by Indulgence). However, the increasing range of new products for vegans and vegetarians is making the battle for retail shelf space more challenging.

As noted in the Group's 2020 report, there is continuing pressure on raw material costs and we have seen sporadic logistics issues arising from driver shortages. Labour costs also continue to rise but the greater challenge in more recent months has been attracting and retaining staff in sufficient numbers to allow us to maintain planned capacity, in spite of increasing rates of pay. We do not see any short-term relief from these challenges whilst the country continues to weigh under the effects of the pandemic and Brexit. Some of these factors may have a modest impact in the second half but we remain positive that we will deliver year-on-year growth nonetheless.

Indulgence Patisserie

Following the acquisition of Indulgence in February 2020, we have been working to grow the company's revenue in both retail and foodservice channels. The latter has been particularly difficult due to the COVID-19 pandemic but encouraging engagement is being achieved on a number of fronts now that restaurants are progressively reopening.

Revenue for the period was GBP1.87 million (30 June 2020: GBP0.92 million, 31 December 2020: GBP3.62 million) and the company made a loss before tax and intra-Group management and interest charges** of GBP0.36 million (30 June 2020: loss GBP0.60 million, 31 December 2020: loss GBP1.02 million).

Whilst we continue to focus on premium products, we are increasingly being asked to tender for "mid-tier" ranges. These afford a higher volume but are traditionally sold at lower margins and necessitate investment in equipment to increase efficiency. To that end, we have recently commissioned an automatic cartoning machine to increase packing throughput and on-shelf box quality. Further investments will be required as we extend our product range and depth, which are actively in development.

Local management is being supported by staff from across the Group to enable best practice and process improvements to be implemented in key areas. There remains work to be done to bring Indulgence up to the standard to which we aspire in a number of areas but we are actively strengthening our leadership where necessary to achieve that.

Investing and management services

This segment represents our central functions covering Group management, finance and IT services. The loss before tax and intra-Group management and interest charges** for the period was GBP0.53 million (30 June 2020: loss GBP0.73 million, 31 December 2020: loss GBP1.34 million). The prior comparable period included an amount of GBP0.29 million for final bonuses paid in relation to a business sold in 2018.

Further segmental information is set out in the financial review below and in note 3.

Acquisitions and future strategy

The Coronavirus Job Retention Scheme ends this month and the ban on commercial evictions ends in March 2022. Although there is a continuing backdrop of COVID-19 UK government support schemes, we believe that the debt burden and cashflow impact of a return to normality will prove too great for many businesses. This should increase investment opportunities - for which we have the resources ready to invest. There are already early signs of an increase in the amount of opportunities and we expect that to continue.

Jonathan Lander

Chief Executive

17 September 2021

**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 2021. It should be read in conjunction with the Chairman's and Chief Executive's Statements.

Overview

Overall Group revenue for the period increased by GBP2.77 million to GBP15.72 million (30 June 2020: GBP12.95 million, 31 December 2020: GBP30.81 million). Of this increase, GBP1.83 million related to Shire Foods, with the balance of GBP0.94 million relating to Indulgence.

In comparison to the six-month period ended 30 June 2020, the Group's loss before tax reduced by GBP0.68 million to GBP0.29 million (30 June 2020: loss GBP0.97 million, year to 31 December 2020: loss GBP0.55 million). Of this reduction, GBP0.29 million relates to one-off incentive costs incurred in 2020 in respect of the sale of a former subsidiary. The remainder of the reduction in losses is due principally to improved trading in Shire Foods and Indulgence.

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

Food manufacturing

The food manufacturing segment includes two businesses, Shire Foods and Indulgence Patisserie. The results of both businesses 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        Year ended 31           Year ended 31 
                         6 months to     6 months to             December             December                December 
                             30 June         30 June                 2020                 2019                    2018 
                                2021            2020              GBP'000              GBP'000                 GBP'000 
                             GBP'000         GBP'000 
 
 Revenue                      13,850          12,018               27,189               23,036                  18,344 
 
 
 Underlying profit 
  before tax, 
  intra-group 
  management and 
  interest charges               599             352                1,813                1,384                     854 
 
   Intra-group 
   management and 
   interest charges             (75)            (75)                (200)                (200)                   (200) 
 
 
   Profit/(loss) 
   before tax                    524             277                1,613                1,184                     654 
                      ==============  ==============  ===================  ===================  ====================== 
 
 

Although the underlying materials margin for the period increased by around 1.3% compared to the comparable period, it was 2.1% lower than the margin achieved for 2020 as a whole. This reflects the inflationary external environment, which we are continuing to feel the effects of in 2021. In addition, distribution and warehousing costs were approximately 24% (GBP0.17 million) above the comparable period, which is not explained simply by the growth in volumes. Direct labour costs were GBP0.16 million higher this year compared to the period to 30 June 2020, an increase of approximately 8%. We expect these cost pressures to continue for the foreseeable future and are endeavouring to reflect them in tender pricing whenever possible.

Continued investment in plant and machinery amounted to GBP0.18 million in Shire. Shire continues to be largely self-funding, utilising 3(rd) party working capital and debt facilities where necessary, and there were no Group loans outstanding at 30 June 2021 (30 June 2020: nil, 31 December 2020: nil).

Shire's unaudited net assets at the period end amounted to GBP10.54 million (30 June 2020: GBP7.88 million; 31 December 2020: GBP10.11 million), of which 20% is attributable to non-controlling interests. Approximately GBP1.3 million of the increase over the prior comparable period is explained by the 2020 year end revaluation of Shire's land and buildings, with the balance due to trading profits arising.

Indulgence Patisserie

The acquisition of the business and assets of Indulgence Patisserie was effected through two wholly-owned subsidiaries, with the properties and certain plant assets held in a separate company from the trading operations. The results below reflect the totality of the Indulgence operations as they are operated as one business.

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

 
 Table B 
                                                                       6 months to     7 February to     7 February to 
                                                                           30 June           30 June       31 December 
                                                                              2021              2020              2020 
                                                                           GBP'000           GBP'000           GBP'000 
 
 Revenue                                                                     1,867               923             3,620 
 
 
 Underlying loss before tax, intra-group management and interest 
  charges                                                                    (360)             (601)           (1,018) 
 
   Intra-group management and interest charges                                   -                 -                 - 
                                                                                    ----------------  ---------------- 
 
 
   Loss before tax                                                           (360)             (601)           (1,018) 
                                                                    ==============  ================  ================ 
 
 

The reduction in losses has been encouraging, reflecting the growth in retail volumes achieved, offset somewhat by continuing low volumes in the foodservice sector. The latter is gradually increasing, but it is clear that the UK hospitality sector is in recovery mode, with recruiting new supply partners not a top priority at this time.

For one month during the period, a number of staff were placed on furlough. The business continued manufacturing, however, using a skeleton staff. Lower volumes have reduced the dependency on agency staff and this has allowed some proactive capacity planning in order to increase efficiency. However, the availability of materials including packaging, as well as the reliability of transport partners due to driver shortages, has required a flexible approach to manufacturing planning.

Inventory build has continued throughout the period, with GBP0.80 million on hand at the period end (30 June 2020: GBP0.61 million, 31 December 2020: GBP0.74 million). Credit from suppliers continues to be very low given the early stage of development of the company and the Group continues to provide loans to both finance losses and for working capital.

Group loans outstanding at the period end (including the original acquisition price and incidental costs) amounted to GBP4.71 million (30 June 2020: GBP2.84 million, 31 December 2020: GBP4.24 million).

Indulgence's combined unaudited net assets, excluding the Group loan noted above, amounted to GBP3.40 million at the period end (30 June 2020: GBP2.24 million, 31 December 2020: GBP3.25 million).

Finance income and expense

The Group's net finance expense was GBP0.06 million in the period, reflecting low interest rates on cash deposits offset by debt servicing costs (30 June 2020: net expense GBPnil, 31 December 2020: net expense GBP0.07 million). In line with previous years, individual Group trading companies utilise 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

Cash at the period end was GBP23.13 million (30 June 2020: GBP16.11 million, 31 December 2020: GBP23.71 million). The increase in cash compared to June 2020 reflects the placing in October 2020, which raised GBP9.70 million net of expenses, offset by trading losses.

Full details of cash movements are shown in the consolidated statement of cash flows. As is usual for the Group's food businesses, the movements in working capital reflect their lower sales volumes in the earlier part of the year, coupled with lower requirements for working capital loans.

Earnings per share and share capital

Total basic and diluted loss per ordinary share were (15.2) pence (30 June 2020: loss (56.1) pence; year ended 31 December 2020: loss (40.4) pence).

Purchase of own shares

The Company did not acquire any of its own ordinary shares during the period (30 June 2020: nil, 31 December 2020: 3,000 shares for GBP0.04 million).

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. The current COVID-19 pandemic or a similar such event could impact on the Group's employees, customers, suppliers and financial position.

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

Nick Lander

Chief Financial & Operating Officer

17 September 2021

Consolidated income statement

 
 
                                                     6 months   6 months   Year ended 
                                                           to         to           31 
                                                      30 June    30 June     December 
                                              Note       2021       2020         2020 
                                                      GBP'000    GBP'000      GBP'000 
 Continuing operations 
 Revenue                                      3        15,718     12,952       30,809 
 Cost of sales                                       (13,359)   (11,230)     (25,803) 
                                                    ---------  ---------  ----------- 
 
 Gross profit                                           2,359      1,722        5,006 
 
 Distribution costs                                     (991)      (770)      (1,857) 
 Administrative expenses                              (1,591)    (1,923)      (3,624) 
 
 Operating loss                                         (223)      (971)        (475) 
 
 Finance expense                              4          (63)       (69)        (152) 
 Finance income                               4             -         66           80 
 
 Loss before tax                                        (286)      (974)        (547) 
 Income tax credit                                          -          -           29 
 
 Loss for the period                                    (286)      (974)        (518) 
                                                    =========  =========  =========== 
 
 Attributable to: 
 - Equity holders of the parent                         (390)    (1,029)        (792) 
 - Non-controlling interests                  7           104         55          274 
                                                    ---------  ---------  ----------- 
                                                        (286)      (974)        (518) 
 
 Earnings per share                           5 
 
 
 Basic and Diluted 
  - loss from continuing operations                   (15.2)p    (56.1)p      (40.4)p 
 - earnings from discontinued operations                    -          -            - 
                                                    ---------  ---------  ----------- 
 Total                                                (15.2)p    (56.1)p      (40.4)p 
                                                    =========  =========  =========== 
 
 
 

Consolidated statement of comprehensive income

 
                                  6 months   6 months   Year ended 
                                        to         to           31 
                                   30 June    30 June     December 
                                      2021       2020         2020 
                                   GBP'000    GBP'000      GBP'000 
 
 Loss for the period                 (286)      (974)        (518) 
 
 Other comprehensive income 
  Revaluation of freehold 
  land and buildings                     -          -        1,065 
                                 ---------  ---------  ----------- 
 
 Total comprehensive income 
  for the period                     (286)      (974)          547 
                                 =========  =========  =========== 
 
 Attributable to: 
 
 Equity holders of the parent        (390)    (1,029)           60 
 Non-controlling interests             104         55          487 
                                 ---------  ---------  ----------- 
                                     (286)      (974)          547 
                                 =========  =========  =========== 
 
 

Consolidated statement of changes in equity

 
 
                            Share     Share    Revaluation   Retained             Non-controlling 
                          capital   premium        reserve   earnings     Total         interests     Total 
                          GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Six months to 30 
 June 2021 
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: 
 
  Sale of own treasury 
  shares                        -         -              -          -         -                 -         - 
 
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 
 
 
 
 
                            Share     Share    Revaluation   Retained             Non-controlling 
                          capital   premium        reserve   earnings     Total         interests     Total 
                          GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Six months to 30 
 June 2020 
Loss for the period             -         -              -    (1,029)   (1,029)                55     (974) 
 
Total comprehensive 
 income for the period          -         -              -    (1,029)   (1,029)                55     (974) 
 
 Balance at 1 January          50     3,640            100     21,610    25,400             1,589    26,989 
 
Transactions with 
 owners: 
 
Sale of own treasury                                                -         -                 -         - 
 shares                         -         -              - 
 
Purchase of own                                                     -         -                 -         - 
 treasury shares                -         -              - 
 
 
Total transactions                                                  -         -                 -         - 
 with owners                    -         -              - 
 
 
Balance at 30 June             50     3,640            100     20,581    24,371             1,644    26,015 
 
 
 
 
                             Share     Share    Revaluation   Retained             Non-controlling 
                           capital   premium        reserve   earnings     Total         interests     Total 
                           GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
Year ended 31 December 
 2020 
Loss for the year                -         -           (13)      (779)     (792)               274     (518) 
 
Revaluation of property          -         -            852          -       852               213     1,065 
 
Total comprehensive 
 income for the year             -         -            839      (779)        60               487       547 
 
 Balance at 1 January           50     3,640            100     21,610    25,400             1,589    26,989 
 
Transactions with 
 owners: 
 
Sale of own treasury 
 shares                          -     4,245              -      5,437     9,682                 -     9,682 
 
Purchase of own 
 treasury shares                 -         -              -       (39)      (39)                 -      (39) 
 
 
Total transactions 
 with owners                     -     4,245              -      5,398     9,643                 -     9,643 
 
 
Balance at 31 December          50     7,885            939     26,229    35,103             2,076    37,179 
 
 

Consolidated statement of financial position

 
                                                30 June   30 June   31 December 
                                                   2021      2020          2020 
                                         Note   GBP'000   GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Property, plant & equipment                      9,670     8,328         9,956 
 
 Total non-current assets                         9,670     8,328         9,956 
 
 Current assets 
 Inventories                                      5,830     4,316         4,020 
 Trade and other receivables                      5,453     4,280         7,185 
 Cash and cash equivalents                       23,130    16,105        23,711 
 
 Total current assets                            34,413    24,701        34,916 
                                               --------  --------  ------------ 
 
 Total assets                                    44,083    33,029        44,872 
                                               --------  --------  ------------ 
 
                           Liabilities 
 Current liabilities 
 Loans and other borrowings                       (483)     (459)       (1,452) 
 Finance leases                                   (377)     (466)         (388) 
 Trade and other payables                       (4,065)   (3,723)       (3,333) 
 
 Total current liabilities                      (4,925)   (4,648)       (5,173) 
 
 Non-current liabilities 
 Loans and other borrowings                       (988)   (1,100)       (1,044) 
 Finance leases                                   (888)   (1,098)       (1,087) 
 
 Total non-current liabilities                  (1,876)   (2,198)       (2,131) 
 
 
 Total liabilities                              (6,801)   (6,846)       (7,304) 
 
 Provisions - deferred tax                        (389)     (168)         (389) 
 
 
 NET ASSETS                                      36,893    26,015        37,179 
                                               ========  ========  ============ 
 
 Equity 
 Share capital                                       50        50            50 
 Share premium account                            7,885     3,640         7,885 
 Revaluation reserves                               939       100           939 
 Retained earnings                               25,839    20,581        26,229 
                                               --------  --------  ------------ 
 
 Capital and reserves attributable to 
  equity holders of the Company                  34,713    24,371        35,103 
 Non-controlling interests                  7     2,180     1,644         2,076 
                                               --------  --------  ------------ 
 
 TOTAL EQUITY                                    36,893    26,015        37,179 
                                               ========  ========  ============ 
 
 

Consolidated statement of cash flows

 
                                             6 months   6 months   6 months   6 months           Year           Year 
                                                to 30      to 30      to 30      to 30          ended          ended 
                                                 June       June       June       June    31 December    31 December 
                                                 2021       2021       2020       2020           2020           2020 
                                      Note    GBP'000    GBP'000    GBP'000    GBP'000        GBP'000        GBP'000 
 
 Loss for the period                                       (286)                 (974)                         (518) 
 Adjustments for: 
 Finance expense                       4           63                    69                       152 
 Finance income                        4            -                  (66)                      (80) 
           Depreciation                           559                   436                       979 
           Operating lease rentals               (50)                                            (59) 
           Income tax credit                        -                     -                      (29) 
 
 
                                                             572                   439                           963 
 
 Operating cash flows 
  before movements in working 
  capital                                                    286                 (535)                           445 
 
 Decrease/(increase) in 
  trade and other receivables                              1,732                   537                       (2,369) 
 Increase in trade and 
  other payables                                             719                 1,323                           928 
 Increase in inventories                                 (1,939)               (2,018)                       (1,723) 
 Tax paid                                                      -                     -                             - 
 
 
 Net cash generated from/(used 
  by) operating activities                                   798                 (693)                       (2,719) 
 
 Investing activities 
 Purchase of property, 
  plant and equipment                           (273)                 (300)                     (957) 
 Acquisition of business 
  and assets                                        -               (1,234)                   (1,234) 
 Interest received                                  -                    66                        80 
 
 
 Net cash used by investing 
  activities                                               (273)               (1,468)                       (2,111) 
 
 Financing activities 
 Interest paid                                   (59)                  (69)                     (144) 
 Purchase of own shares 
  (treasury shares)                    8            -                     -                      (39) 
 Sale of own shares (treasury 
  shares)                                           -                     -                     9,682 
 Net repayment of borrowings                  (1,047)                 (982)                     (275) 
 
 
 Net cash used by financing 
  activities                                             (1,106)               (1,051)                         9,224 
 
 
 Net (decrease)/ increase 
  in cash                                                  (581)               (3,212)                         4,394 
 
   Cash at beginning of 
   period                                                 23,711                19,317                        19,317 
 
 
 Cash at end of period                                    23,130                16,105                        23,711 
                                                       =========             =========                 ============= 
 
 

Volvere plc

Notes forming part of the unaudited interim results for the period ended 30 June 2021

   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 2020. 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 2020 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 2020 received an unmodified auditor's report and have been filed with the Registrar of Companies.

Copies of this statement will be available to members of the public at the Company's registered office: Shire House, Tachbrook Road, Leamington Spa CV31 3SF and on its website www.volvere.co.uk .

   2          Significant accounting policies 

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2020.

   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 2021                          Investing and 
                                             Food      Management 
                                    manufacturing        services       Total 
                                          GBP'000         GBP'000     GBP'000 
 
 Revenue                                   15,718               -      15,718 
                                 ----------------  --------------  ---------- 
 
 Profit/(loss) before tax(1)                  239           (525)       (286) 
                                 ================  ==============  ========== 
 
 
 Period ended 30 June 2020                          Investing and 
                                             Food      Management 
                                    manufacturing        services       Total 
                                          GBP'000         GBP'000     GBP'000 
 
 Revenue                                   12,952               -      12,952 
                                 ----------------  --------------  ---------- 
 
 Loss before tax (1)                        (249)           (725)       (974) 
                                 ================  ==============  ========== 
 
 
 
 
 Year ended 31 December 2020                              Investing and management services 
                                                   Food                             GBP'000 
                                          manufacturing                                                Total 
                                                GBP'000                                              GBP'000 
 
 Revenue                                         30,809                                   -           30,809 
                                  ---------------------  ----------------------------------  --------------- 
 
 Profit/(loss) before tax(1)                        794                             (1,341)            (547) 
                                  =====================  ==================================  =============== 
 
 
   As at 30 June 2021 
                                                                              Investing and 
                                     Food manufacturing                          management 
                                                GBP'000                            services            Total 
                                                                                    GBP'000          GBP'000 
 Assets 
 Liabilities/provisions                          21,440                              22,643           44,083 
                                                (7,500)                                 310          (7,190) 
                                  ---------------------  ----------------------------------  --------------- 
 
 Net assets(2)                                   13,940                              22,953           36,893 
                                  =====================  ==================================  =============== 
 
 
 As at 30 June 2020                                                           Investing and 
                                     Food manufacturing                          management 
                                                GBP'000                            services            Total 
                                                                                    GBP'000          GBP'000 
 
 Assets                                          17,178                              15,851           33,029 
 Liabilities/provisions                         (7,041)                                  27          (7,014) 
                                  ---------------------  ----------------------------------  --------------- 
 
 Net assets(2)                                   10,137                              15,878           26,015 
                                  =====================  ==================================  =============== 
 
 
 As at 31 December 2020                                                       Investing and 
                                     Food manufacturing                          management 
                                                GBP'000                            services            Total 
                                                                                    GBP'000          GBP'000 
 
 Assets                                          21,320                              23,552           44,872 
 Liabilities/provisions                         (7,963)                                 270          (7,693) 
                                  ---------------------  ----------------------------------  --------------- 
 
 Net assets(2)                                   13,357                              23,822           37,179 
                                  =====================  ==================================  =============== 
 
 
 Six months to 30 June 2021                               Investing and management services 
                                     Food manufacturing                             GBP'000 
                                                GBP'000                                                Total 
                                                                                                     GBP'000 
 Capital spend                                      273                                   -              273 
 Depreciation                                       559                                   -              559 
 Interest income (non-Group)                          -                                   -                - 
 Interest expense (non-Group)                      (63)                                   -             (63) 
 Tax (credit)/expense                                 -                                   -                - 
                                  =====================  ==================================  =============== 
 
 
 Six months to 30 June 2020                               Investing and management services            Total 
                                     Food manufacturing                             GBP'000    (as restated) 
                                                GBP'000                                              GBP'000 
 Capital spend                                      300                                   -              300 
 Depreciation                                       436                                   -              436 
 Interest income (non-Group)                          -                                  66               66 
 Interest expense (non-Group)                      (69)                                   -             (69) 
 Tax (credit)/expense                                 -                                   -                - 
                                  =====================  ==================================  =============== 
 
 
 Year ended 31 December 2020                              Investing and management services 
                                     Food manufacturing                             GBP'000 
                                                GBP'000                                                Total 
                                                                                                     GBP'000 
 Capital spend                                    1,147                                   2            1,149 
 Depreciation                                       978                                   1              979 
 Interest income (non-Group)                          -                                  80               80 
 Interest expense (non-Group)                       152                                   -              152 
 Tax (credit)/expense                               207                               (236)             (29) 
                                  =====================  ==================================  =============== 
 
 
 
 Geographical analysis: 
                               External revenue by location                 Non-current assets by 
                                       of customers                           location of assets 
                           6 months   6 months     Year ended 
                                 to         to    31 December     30 June     30 June     31 December 
                            30 June    30 June           2020        2021        2020            2020 
                               2021       2020 
                            GBP'000    GBP'000        GBP'000     GBP'000     GBP'000         GBP'000 
 
 UK                          15,010     12,632         29,355       9,670       8,328           8,641 
 Rest of Europe                 708        320          1,454           -           -               - 
 Other                            -          -              -           -           -               - 
                          ---------  ---------  -------------  ----------  ----------  -------------- 
 
                             15,718     12,952         30,809       9,670       8,328           8,641 
                          =========  =========  =============  ==========  ==========  ============== 
 

Notes:

   (1)     stated before intra-group management and interest charges 
   (2)     assets and liabilities stated excluding intra-group balances 
   4          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.

   5          Earnings per share 

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

 
                                             6 months      6 months     Year ended 
                                                   to            to    31 December 
                                              30 June       30 June           2020 
                                                 2021          2020        GBP'000 
                                              GBP'000       GBP'000 
 Earnings for the purposes of earnings 
  per share: 
 
   Loss attributable to equity holders 
   of the parent company                        (390)       (1,029)          (792) 
                                         ============  ============  ============= 
 
                                                  No.           No.            No. 
 Weighted average number of ordinary 
  shares for the purposes of earnings 
  per share: 
 Weighted average number of ordinary 
  shares in issue                           2,571,922     1,834,182      1,959,290 
 Dilutive effect of potential ordinary              -             -              - 
  shares 
                                         ------------  ------------  ------------- 
 
   Weighted average number of ordinary 
   shares for diluted EPS                   2,571,922     1,834,182      1,959,290 
                                         ============  ============  ============= 
 
 

There were no share options (or other dilutive instruments) in issue during the period in respect of the parent company's shares (30 June 2020: nil; 31 December 2020: nil).

   6          Acquisition of business and assets in comparative period 

On 7 February 2020 the Group acquired the business and assets of a premium frozen desserts manufacturer, Indulgence Patisserie Limited, which was in administration following a period of losses. The results of this business have been included in note 3 as part of the food manufacturing segment. The Group has acquired the land and buildings used by the business in a separate entity from the trading business, which continues to trade as Indulgence Patisserie Limited. The property and certain plant items are owned by Indulgence Foods Limited. Where appropriate, the term "Indulgence" refers to the combined performance of both companies. Information about the trading performance of Indulgence is included in the Chief Executive's Statement and the Financial Review.

   7          Non-controlling interests 

The non-controlling interests of GBP2.18 million relate to the net assets attributable to the shares not held by the Group at 30 June 2021 in the following subsidiaries:

 
                         30 June    30 June   31 December 
                            2021       2020          2020 
                         GBP'000    GBP'000       GBP'000 
 
 NMT Group Limited            68         69            69 
 Shire Foods Limited       2,112      1,575         2,007 
                           2,180      1,644         2,076 
                       =========  =========  ============ 
 

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

   8          Purchase of own shares 

The Company did not acquire any of its own shares in the period (30 June 2020: nil, 31 December 2020: 3,000 ordinary shares for a total consideration including costs of GBP39,000). For reference, the total number of ordinary shares held in treasury is 3,635,152 and the number of shares in issue, excluding treasury shares, at the period end was 2,571,922 (30 June 2020: 1,834,182, 31 December 2020: 2,571,922).

   9          Dividend 

The Board is not recommending the payment of an interim dividend for the period ended 30 June 2021.

- Ends -

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September 17, 2021 01:59 ET (05:59 GMT)

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