TIDMVLE

RNS Number : 0651B

Volvere PLC

29 September 2022

Volvere plc

("Volvere" or the "Group")

Interim Results for the six months ended 30 June 2022

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

Highlights

 
 GBP million except where stated                 Six months ended        Year ended 
                                                 30 June      30 June   31 December 
                                                    2022         2021          2021 
 
   Group revenue                                   17.87        15.72         35.58 
 
   Group (loss)/profit before tax                 (1.12)       (0.29)          0.07 
 
 
                                                   As at        As at      As at 31 
                                                 30 June      30 June      December 
                                                    2022         2021          2021 
 Consolidated net assets per share 
  (excluding non-controlling interests)(1)      GBP13.33     GBP13.50      GBP13.49 
 
 Group net assets                                  36.05        36.89         37.05 
 
 Cash and available-for-sale investments           20.39        23.13         21.87 
 
 
   --      Acceptable result from Shire Foods, the Group's savoury products manufacturer 
   --      Poor performance from Indulgence Patisserie, the Group's frozen desserts manufacturer 
   --      Liquidity and financial position remain strong 

Forward-looking statements:

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

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

Note

1 Based on the net assets attributable to owners of the parent company and the respective period end shares in issue (excluding treasury shares), which were 2,516,422 at 30 June 2022, 2,571,922 at 30 June 2021, and 2,568,422 at 31 December 2021.

For further information:

 
 Volvere plc 
 Jonathan Lander, CEO                        Tel: +44 (0) 20 7634 9707 
                                             www.volvere.co.uk 
 
 
 
   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 
 
  Hobart Capital Markets LLP (Joint 
  Broker) 
  Lee Richardson                              Tel: +44 (0) 20 7070 5691 
 

Chairman's Statement

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

The Group's performance in the period was below our expectations. Whilst Shire Foods performed well in the circumstances, Indulgence Patisserie's performance was worse than we had hoped for due to the impact of increased raw material prices. The effect on net assets per share has, however, been substantially mitigated by a GBP1.1 million increase in the value of the Indulgence properties and modest gains on our treasury investments. The Group has taken steps to curtail the losses in Indulgence through refocused and reduced activities.

Net assets per share (1) fell slightly to GBP13.33 in the period (30 June 2021: GBP13.50, 31 December 2021: GBP13.49).

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

David Buchler

Chairman

29 September 2022

Note 1: Net assets attributable to owners of the parent company divided by total number of ordinary shares outstanding at the reporting date (less those held in treasury) - see note 8.

Chief Executive's Statement

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

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

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

Overall Group revenue rose to GBP17.87 million for the period (30 June 2021: GBP15.72 million, 31 December 2021: GBP35.58 million). The Group's loss before tax was GBP1.12 million (30 June 2021: loss GBP0.29 million, year to 31 December 2021: profit GBP0.07 million).

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

Shire Foods

Revenues increased year-on-year by 13.9%, to reach GBP15.78 million (30 June 2021: GBP13.85 million, 31 December 2021: GBP30.61 million). Although revenues grew, profit before tax and intra-Group management and interest charges(2) remained largely static at GBP0.58 million (30 June 2021: GBP0.60 million, 31 December 2021: profit GBP2.14 million).

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

Indulgence Patisserie

Revenues increased to GBP2.09 million from GBP1.87 million in the comparable period (31 December 2021: GBP4.97 million). The loss before tax and intra-Group management and interest charges(2) was a disappointing GBP1.51 million (30 June 2020: loss GBP0.36 million, 31 December 2020: loss GBP1.01 million).

Significant raw material price increases took effect in the period and we were unable to mitigate the effects of these fully by increasing selling prices. We also decided to exit entirely the manufacturing of retail products. Retail manufacture was part of our original turnaround strategy but that strategy is not viable with the current volatility in prices. This has led to one-off costs of approximately GBP0.28 million associated with the write down of raw materials used solely for retail customers and which is included in the loss before tax for the period.

Following the period end, headcount has been reduced and, in order to generate cash, manufacturing has been suspended indefinitely as finished stock levels of GBP0.60 million are sufficient to satisfy foodservice and existing retail customers for several months. We continue to assess the ongoing viability of the Indulgence business in the light of the future sales opportunities, product margins and overhead costs associated with it.

On a more positive note, the company's properties (which are freehold) were independently valued during the period at GBP2.03 million, an increase of GBP1.11 million compared to the carrying value of GBP0.92 million.

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

Acquisitions and future strategy

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

Jonathan Lander

Chief Executive

29 September 2022

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

Financial Review

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

Overview

Group revenues for the period reached GBP17.87 million, an increase of GBP2.15 million compared to the prior comparable period (30 June 2021: GBP15.72 million, 31 December 2021: GBP35.58 million). The increase was principally in Shire Foods (GBP1.93 million), with the balance in Indulgence Patisserie (GBP0.22 million).

The Group's loss before tax for the period was GBP1.12 million, an increase of GBP0.83 million compared to the prior comparable period. This reflects increased losses in Indulgence, partially offset by gains arising from treasury management activities. Group net assets fell to GBP36.05 million from GBP37.05 million at 31 December 2021 (30 June 2021: GBP36.89 million).

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

Food manufacturing

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

Shire Foods

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

 
 Table A                                                     Year ended 31         Year ended 31         Year ended 31 
                         6 months to     6 months to              December              December              December 
                             30 June         30 June                  2021                  2020                  2019 
                                2022            2021               GBP'000               GBP'000               GBP'000 
                             GBP'000         GBP'000 
 
 Revenue                      15,776          13,850                30,605                27,189                23,036 
 
 
 Underlying profit 
  before tax, 
  intra-group 
  management and 
  interest charges               580             599                 2,139                 1,813                 1,384 
 
   Intra-group 
   management and 
   interest charges             (98)            (75)                 (252)                 (200)                 (200) 
 
 
   Profit before tax             482             524                 1,887                 1,613                 1,184 
                      ==============  ==============  ====================  ====================  ==================== 
 
 

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

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

Investment increased in new plant and equipment, with additions in the period of GBP0.39 million (30 June 2021: GBP0.18 million, 31 December 2021: GBP0.27 million). All of these were funded from the Company's own resources and there were no Group loans outstanding at 30 June 2022 (30 June 2021: nil, 31 December 2021: nil).

Indulgence Patisserie

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

 
 Table B 
                                                                6 months to     6 months to     Year ended 31 December 
                                                                    30 June         30 June                       2021 
                                                                       2022            2021                    GBP'000 
                                                                    GBP'000         GBP'000 
 
 Revenue                                                              2,091           1,867                      4,973 
 
 
 Underlying loss before tax, intra-group management and 
  interest charges                                                  (1,506)           (360)                    (1,007) 
 
   Intra-group management and interest charges                            -               -                       (92) 
                                                                             --------------  ------------------------- 
 
 Loss before tax                                                    (1,506)           (360)                    (1,099) 
                                                             ==============  ==============  ========================= 
 
 

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

As noted in the Chief Executive's Statement, the decision has been taken to cease manufacturing for retail customers, resulting in approximately GBP0.28 million of one-off costs being recognised in the period. Indulgence has suspended manufacturing altogether since early August and reduced its headcount, as finished goods inventory levels for the foodservice sector had been bolstered in preparation for retail Christmas period launches but, with that retail capacity no longer needed, a period of de-stocking of finished goods is now underway.

The Group continued to make loans during the period in view of the losses. The loans outstanding at the period end (including the original acquisition price and incidental costs of GBP1.31 million) amounted to GBP6.83 million (30 June 2021: GBP4.71 million, 31 December 2021: GBP5.56 million).

The three wholly-owned properties occupied by the business (of which two are physically linked) were independently valued in July 2022, resulting in an upwards revaluation of GBP1.11 million (before a deferred tax liability of GBP0.28 million). This has been credited to reserves. The properties are owned by an entity separate from the trading entity (and their cost is included in the acquisition price of GBP1.31m), although they are presented as one business above.

Investing and management services

This segment represents our central functions covering Group management, treasury, finance and IT services. The loss before tax and intra-Group management and interest charges(2) for the period was GBP0.19 million (30 June 2021: loss GBP0.53 million, 31 December 2021: loss GBP1.07 million). This is stated after investment income and realised gains from disposal of available-for-sale investments totalling GBP0.40 million (30 June 2021 and 31 December 2021: nil).

Investment revenues and other gains and losses

During the period the Group invested GBP4.55 million in available-for-sale investments, the income from which amounted to GBP86,000. Some of these investments were subsequently sold in the period, realising gains on disposal of GBP310,000. There was no comparable income or gains in prior periods. The remaining available-for-sale investments are explained further below.

Finance income and expense

The Group's net finance expense was GBP0.07 million in the period, reflecting low interest rates on cash deposits offset by debt servicing costs (30 June 2021: GBP0.06 million, 31 December 2021: GBP0.14 million). In line with previous years, individual Group trading companies utilised leverage wherever appropriate and possible, and without recourse to the remainder of the Group. In the period in question, only Shire Foods borrowed externally, with Indulgence funded from Group resources.

Statement of financial position

Cash and available-for-sale investments

Cash at the period end was GBP18.80 million (30 June 2021: GBP23.13 million, 31 December 2021: GBP21.87 million). In overview, cash outflows reflect the trading losses, repayment of debt and share buy-backs and the purchase of fixed assets and available-for-sale investments. Full details of cash movements are shown in the consolidated statement of cash flows.

At the end of the period there was an investment in available-for-sale investments with a period end value of GBP1.59 million. The carrying value of this is below the original cost and the unrealised loss of GBP0.09 million has been debited to reserves.

Earnings per share and share capital

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

Purchase of own shares

The Company acquired 52,000 ordinary shares for a total consideration including costs of GBP622,000 during the period (30 June 2021: nil, 31 December 2021: 3,500 shares for GBP44,000).

Hedging

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

Key performance indicators (KPIs)

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

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

Principal risk factors

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

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

Nick Lander

Chief Financial & Operating Officer

29 September 2022

Consolidated income statement

 
 
                                                     6 months   6 months   Year ended 
                                                           to         to           31 
                                                      30 June    30 June     December 
                                              Note       2022       2021         2021 
                                                      GBP'000    GBP'000      GBP'000 
 Continuing operations 
 Revenue                                      3        17,867     15,718       35,578 
 Cost of sales                                       (16,466)   (13,359)     (29,682) 
                                                    ---------  ---------  ----------- 
 
 Gross profit                                           1,401      2,359        5,896 
 
 Distribution costs                                   (1,090)      (991)      (2,223) 
 Administrative expenses                              (1,757)    (1,591)      (3,470) 
 
 Operating (loss)/profit                              (1,446)      (223)          203 
 
 Investment revenues                          4            86          -            - 
 Other gains and losses                       4           310          -            - 
 Finance expense                              5          (69)       (63)        (137) 
 Finance income                               5             -          -            - 
 
 (Loss)/profit before tax                             (1,119)      (286)           66 
 Income tax expense                                         -          -         (11) 
 
 (Loss)/profit for the period                         (1,119)      (286)           55 
                                                    =========  =========  =========== 
 
 Attributable to: 
 - Equity holders of the parent                       (1,215)      (390)      (299) 
 - Non-controlling interests                  7            96        104          354 
                                                    ---------  ---------  ----------- 
                                                      (1,119)      (286)           55 
 
 Earnings per share                           6 
 
 
 Basic and Diluted 
  - loss from continuing operations                   (47.9)p    (15.2)p      (11.6)p 
 - earnings from discontinued operations                    -          -            - 
                                                    ---------  ---------  ----------- 
 Total                                                (47.9)p    (15.2)p      (11.6)p 
                                                    =========  =========  =========== 
 
 
 

Consolidated statement of comprehensive income

 
                                            6 months   6 months   Year ended 
                                                  to         to           31 
                                             30 June    30 June     December 
                                                2022       2021         2021 
                                             GBP'000    GBP'000      GBP'000 
 
 (Loss)/profit for the period                (1,119)      (286)           55 
 
 
 
  Other comprehensive income 
  Deferred tax recognised 
   directly in equity                              -          -        (140) 
  Revaluation of property 
   net of deferred tax                           836          -            - 
  Revaluation of available-for-sale 
   investments                                  (92)          -            - 
                                           ---------  ---------  ----------- 
 
 Total comprehensive income 
  for the period                               (375)      (286)         (85) 
                                           =========  =========  =========== 
 
 Attributable to: 
 
 Equity holders of the parent                  (471)      (390)        (411) 
 Non-controlling interests                        96        104       326 
                                           ---------  ---------  ----------- 
                                               (375)      (286)         (85) 
                                           =========  =========  =========== 
 
 

Consolidated statement of changes in equity

 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Six months to 30                     capital   premium        reserve   earnings     Total         interests     Total 
 June 2022                           GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'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 
 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Six months to 30                     capital   premium        reserve   earnings     Total         interests     Total 
 June 2021                           GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
 
Loss for the period                        -         -              -      (390)     (390)               104     (286) 
 
Total comprehensive 
 income for the period                     -         -              -      (390)     (390)               104     (286) 
 
 Balance at 1 January                     50     7,885            939     26,229    35,103             2,076    37,179 
 
Transactions with 
 owners: 
 
Purchase of own                                                                -         -                 -         - 
 treasury shares                           -         -              - 
 
 
Total transactions                                                             -         -                 -         - 
 with owners                               -         -              - 
 
 
Balance at 30 June                        50     7,885            939     25,839    34,713             2,180    36,893 
 
 
                                       Share     Share    Revaluation   Retained             Non-controlling 
Year ended 31 December               capital   premium        reserve   earnings     Total         interests     Total 
 2021                                GBP'000   GBP'000        GBP'000    GBP'000   GBP'000           GBP'000   GBP'000 
 
 
Loss for the year                          -         -              -      (299)     (299)               354        55 
 
Deferred tax recognised 
 directly in equity                        -         -          (112)          -     (112)              (28)     (140) 
 
Total comprehensive 
 income for the year                       -         -          (112)      (299)     (411)               326      (85) 
 
 Balance at 1 January                     50     7,885            939     26,229    35,103             2,076    37,179 
 
Transactions with 
 owners: 
 
Purchase of own 
 treasury shares                           -         -              -       (44)      (44)                 -      (44) 
 
 
Total transactions 
 with owners                               -         -              -       (44)      (44)                 -      (44) 
 
 
Balance at 31 December                    50     7,885            827     25,886    34,648             2,402    37,050 
 
 

Consolidated statement of financial position

 
                                             30 June   30 June   31 December 
                                                2022      2021          2021 
                                      Note   GBP'000   GBP'000       GBP'000 
 Assets 
 Non-current assets 
 Property, plant & equipment                  10,311     9,670         9,306 
 
 Total non-current assets                     10,311     9,670         9,306 
 
 Current assets 
 Inventories                                   5,899     5,830         4,384 
 Trade and other receivables                   6,663     5,453         8,874 
 Available-for-sale investments                1,592         -             - 
 Cash and cash equivalents                    18,802    23,130        21,871 
 
 Total current assets                         32,956    34,413        35,129 
                                            --------  --------  ------------ 
 
 Total assets                                 43,267    44,083        44,435 
                                            --------  --------  ------------ 
 
                        Liabilities 
 Current liabilities 
 Loans and other borrowings                    (111)     (483)       (1,452) 
 Finance leases                                (359)     (377)         (392) 
 Trade and other payables                    (4,457)   (4,065)       (3,379) 
 
 Total current liabilities                   (4,927)   (4,925)       (5,223) 
 
 Non-current liabilities 
 Loans and other borrowings                    (878)     (988)         (933) 
 Finance leases                                (590)     (888)         (691) 
 
 Total non-current liabilities               (1,468)   (1,876)       (1,624) 
 
 
 Total liabilities                           (6,395)   (6,801)       (6,847) 
 
 Provisions - deferred tax                     (819)     (389)         (538) 
 
 
 NET ASSETS                                   36,053    36,893        37,050 
                                            ========  ========  ============ 
 
 Equity 
 Share capital                                    50        50            50 
 Share premium account                         7,885     7,885         7,885 
 Revaluation reserves                          1,571       939           827 
 Retained earnings                            24,049    25,839        25,886 
                                            --------  --------  ------------ 
 
 Capital and reserves attributable 
  to equity holders of the Company            33,555    34,713        34,648 
 Non-controlling interests               7     2,498     2,180         2,402 
                                            --------  --------  ------------ 
 
 TOTAL EQUITY                                 36,053    36,893        37,050 
                                            ========  ========  ============ 
 
 

Consolidated statement of cash flows

 
                                             6 months   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 
                                                 2022       2022       2021       2021           2021           2021 
                                      Note    GBP'000    GBP'000    GBP'000    GBP'000        GBP'000        GBP'000 
 
 (Loss)/profit for the 
  period                                                 (1,119)                 (286)                            55 
 Adjustments for: 
 Investment revenues                             (86)                     -                         - 
 Other gains and losses                         (310) 
 Finance expense                       5           69                    63                       137 
 Finance income                        5            -                     -                         - 
           Depreciation                           572                   559                     1,131 
           Operating lease rentals               (38)                  (50)                      (68) 
           Income tax expense                       -                     -                        11 
 
 
                                                             207                   572                         1,211 
 
 Operating cash flows 
  before movements in working 
  capital                                                  (912)                   286                         1,266 
 
 Decrease/(increase) in 
  trade and other receivables                              2,113                 1,732                       (1,688) 
 Increase in trade and 
  other payables                                           1,139                   719                            42 
 Increase in inventories                                 (1,506)               (1,939)                         (379) 
 Tax paid                                                      -                     -                             - 
 
 
 Net cash generated from/(used 
  by) operating activities                                   834                   798                         (759) 
 
 Investing activities 
 Purchase of property, 
  plant and equipment                           (456)                 (273)                     (467) 
 Purchase of available-for-sale 
  investments                                 (4,548)                     -                         - 
 Proceeds from disposal 
  of available-for-sale 
  investments                                   3,174                     -                         - 
 Income from investments                           86                     -                         - 
 Interest received                                  -                     -                         - 
 
 
 Net cash used by investing 
  activities                                             (1,744)                 (273)                         (467) 
 
 Financing activities 
 Interest paid                                   (67)                  (59)                     (130) 
 Purchase of own shares 
  (treasury shares)                    8        (622)                     -                      (44) 
 Sale of own shares (treasury 
  shares)                                           -                     -                         - 
 Net repayment of borrowings                  (1,470)               (1,047)                     (440) 
 
 
 Net cash used by financing 
  activities                                             (2,159)               (1,106)                         (614) 
 
 
 Net (decrease)/ increase 
  in cash                                                (3,069)                 (581)                       (1,840) 
 
   Cash at beginning of 
   period                                                 21,871                23,711                        23,711 
 
 
 Cash at end of period                                    18,802                23,130                        21,871 
                                                       =========             =========                 ============= 
 
 

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

   1          Financial information and basis of accounting 

These interim financial statements have been prepared using accounting policies consistent with IFRSs as adopted by the European Union.

These interim financial statements should be read in accordance with the Group's last annual consolidated financial statements as at and for the year ended 31 December 2021. They do not include all the information required for a complete set of IFRS financial statements. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements. AIM-listed companies are not required to comply with IAS 34 Interim Financial Reporting and accordingly the Group has taken advantage of this exemption.

The comparative figures for the year ended 31 December 2021 have been prepared under IFRS. They do not constitute statutory accounts as defined by the Companies Act 2006. The accounts for the 12 months ended 31 December 2021 received an unmodified auditor's report and have been filed with the Registrar of Companies.

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

   2          Significant accounting policies 

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 December 2021.

   3          Operating segments 

An analysis of key financial data by business segment (excluding intra-Group interest and management charges and balances) is provided below. The Group's food manufacturing segment, which is an aggregation of the separate segments of savoury pastry and cake and desserts manufacturing, is engaged in the production and sale of food products to third party customers, and the investing and management services segment incurs central costs, provides management services and financing to other Group segments and undertakes treasury management on behalf of the Group.

Analysis by business segment:

 
 
         Period ended 30 June 2022                                                   Investing and 
                                                          Food                          Management 
                                                 manufacturing                            services       Total 
                                                       GBP'000                             GBP'000     GBP'000 
 
         Revenue                                        17,867                                   -      17,867 
                                              ----------------  ----------------------------------  ---------- 
 
         Loss before tax(1)                              (929)                               (190)     (1,119) 
                                              ================  ==================================  ========== 
 
 
         Period ended 30 June 2021                                                   Investing and 
                                                          Food                          Management 
                                                 manufacturing                            services       Total 
                                                       GBP'000                             GBP'000     GBP'000 
 
         Revenue                                        15,718                                   -      15,718 
                                              ----------------  ----------------------------------  ---------- 
 
         Profit/(loss) before tax (1)                      239                               (525)       (286) 
                                              ================  ==================================  ========== 
 
 
         Year ended 31 December                                  Investing and management services 
         2021                                             Food                             GBP'000 
                                                 manufacturing                                             Total 
                                                       GBP'000                                           GBP'000 
 
         Revenue                                        35,578                                   -        35,578 
                                              ----------------  ----------------------------------  ------------ 
 
         Profit/(loss) before 
          tax(1)                                         1,133                             (1,067)            66 
                                              ================  ==================================  ============ 
 
 
 
 
 
           As at 30 June 2022 
                                                                                    Investing and 
                                           Food manufacturing                          management 
                                                      GBP'000                            services            Total 
                                                                                          GBP'000          GBP'000 
 
         Assets                                        23,906                              19,361           43,267 
         Liabilities/provisions                       (7,697)                                 483          (7,214) 
                                        ---------------------  ----------------------------------  --------------- 
 
           Net assets(2)                               16,209                              19,844           36,053 
                                        =====================  ==================================  =============== 
 
         As at 30 June 2021                                                         Investing and 
                                           Food manufacturing                          management 
                                                      GBP'000                            services            Total 
                                                                                          GBP'000          GBP'000 
 
         Assets                                        21,440                              22,643           44,083 
         Liabilities/provisions                       (7,500)                                 310          (7,190) 
                                        ---------------------  ----------------------------------  --------------- 
 
           Net assets(2)                               13,940                              22,953           36,893 
 
 
         As at 31 December 2021                                                     Investing and 
                                           Food manufacturing                          management 
                                                      GBP'000                            services            Total 
                                                                                          GBP'000          GBP'000 
 
         Assets                                        22,929                              21,506           44,435 
         Liabilities/provisions                       (7,850)                                 465          (7,385) 
                                        ---------------------  ----------------------------------  --------------- 
 
         Net assets(2)                                 15,079                              21,971           37,050 
                                        =====================  ==================================  =============== 
 
 
         Six months to 30 June 2022                             Investing and management services 
                                           Food manufacturing                             GBP'000 
                                                      GBP'000                                                Total 
                                                                                                           GBP'000 
 
         Capital spend                                    456                                   -              456 
         Depreciation                                     566                                   1              567 
         Interest income (non-Group)                        -                                   -                - 
         Interest expense (non-Group)                    (60)                                 (9)             (69) 
         Tax (credit)/expense                               -                                   -                - 
                                        =====================  ==================================  =============== 
 
 
         Six months to 30 June 2021                             Investing and management services            Total 
                                           Food manufacturing                             GBP'000    (as restated) 
                                                      GBP'000                                              GBP'000 
 
         Capital spend                                    273                                   -              273 
         Depreciation                                     559                                   -              559 
         Interest income (non-Group)                        -                                   -                - 
         Interest expense (non-Group)                    (63)                                   -             (63) 
         Tax (credit)/expense                               -                                   -                - 
                                        =====================  ==================================  =============== 
 
 
         Year ended 31 December 2021                            Investing and management services 
                                           Food manufacturing                             GBP'000 
                                                      GBP'000                                                Total 
                                                                                                           GBP'000 
 
         Capital spend                                    467                                   -              467 
         Depreciation                                   1,130                                   1            1,131 
         Interest income (non-Group)                        -                                   -                - 
         Interest expense (non-Group)                     137                                   -              137 
         Tax (credit)/expense                             189                               (178)               11 
                                        =====================  ==================================  =============== 
 
 
 
          Geographical 
          analysis:            External revenue by location of                Non-current assets by location of assets 
                                          customers 
                          6 months to    6 months to    Year ended 
                              30 June        30 June   31 December        30 June        30 June      31 December 2021 
                                 2022           2021          2021           2022           2021 
                              GBP'000        GBP'000       GBP'000        GBP'000        GBP'000               GBP'000 
 
          UK                   16,733         15,010        33,537         10,311          9,670                 9,306 
          Rest of 
           Europe               1,134            708         1,906              -              -                     - 
          USA                       -              -           135              -              -                     - 
                         ------------  -------------  ------------  -------------  -------------  -------------------- 
 
                               17,867         15,718        35,578         10,311          9,670                 9,306 
                         ============  =============  ============  =============  =============  ==================== 
 

Notes:

   (1)     stated before intra-group management and interest charges 
   (2)     assets and liabilities stated excluding intra-group balances 
   4          Investment revenues and other gains and losses 

During the period the Group invested in available-for-sale investments, the income from which amounted to GBP86,000. Some of these investments were sold in the period, realising gains on disposal of GBP310,000. There was no comparable income or gains in prior periods.

   5          Finance income and expense 

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

   6          Earnings per share 

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

 
                                             6 months      6 months     Year ended 
                                                   to            to    31 December 
                                              30 June       30 June           2021 
                                                 2022          2021        GBP'000 
                                              GBP'000       GBP'000 
 Earnings for the purposes of earnings 
  per share: 
 
   Loss attributable to equity holders 
   of the parent company                      (1,215)         (390)          (299) 
                                         ============  ============  ============= 
 
                                                  No.           No.            No. 
 Weighted average number of ordinary 
  shares for the purposes of earnings 
  per share: 
 Weighted average number of ordinary 
  shares in issue                           2,534,856     2,571,922      2,571,132 
 Dilutive effect of potential ordinary              -             -              - 
  shares 
                                         ------------  ------------  ------------- 
 
   Weighted average number of ordinary 
   shares for diluted EPS                   2,534,856     2,571,922      2,571,132 
                                         ============  ============  ============= 
 
 

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

   7          Non-controlling interests 

The non-controlling interests of GBP2.50 million relate to the net assets attributable to the shares not held by the Group at 30 June 2022 in the following subsidiaries:

 
                         30 June    30 June   31 December 
                            2022       2021          2021 
                         GBP'000    GBP'000       GBP'000 
 
 NMT Group Limited            67         68            68 
 Shire Foods Limited       2,431      2,112         2,334 
                           2,498      2,180         2,402 
                       =========  =========  ============ 
 

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

   8          Purchase of own shares 

The Company acquired 52,000 ordinary shares for a total consideration including costs of GBP622,000 during the period (30 June 2021: nil, 31 December 2021: 3,500 shares for GBP44,000). For reference, the total number of ordinary shares held in treasury at the period end was 3,690,652 shares and the number of shares in issue, excluding treasury shares, at the period end was 2,516,422 (30 June 2021: 2,571,922, 31 December 2021: 2,568,422).

   9          Dividend 

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

- Ends -

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September 29, 2022 02:00 ET (06:00 GMT)

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