Volvere plc
("Volvere" or the "Group")
Interim Results for the six
months ended 30 June 2024
Volvere plc (AIM: VLE), the growth
and turnaround investment company, announces its unaudited Interim
Results for the six months ended 30 June 2024.
Highlights
£
million except where stated
|
Six months
ended
|
Year ended
|
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
Group revenue - continuing
operations
|
22.20
|
19.09
|
42.95
|
Group profit before tax - continuing
operations
|
2.17
|
0.44
|
3.64
|
Profit/(loss) from discontinued
operations
|
-
|
-
|
0.23
|
Group profit after tax
|
1.78
|
0.44
|
2.73
|
|
As at
30 June 2024
|
As at
30 June 2023
|
As at 31
December 2023
|
Consolidated net assets per share
(excluding non-controlling interests)(1)
|
£15.85
|
£14.00
|
£14.83
|
|
|
|
|
Group net assets
|
38.57
|
35.33
|
37.51
|
|
|
|
|
Cash and available-for-sale
investments
|
24.31
|
21.41
|
23.74
|
|
|
|
|
· Excellent first half performance, underpinned by record
trading at Shire Foods, the Group's savoury products
manufacturer
· Improved performance from treasury investments
· Share
buybacks in period totalling £1.29 million
· High
liquidity and strong balance sheet
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
2,223,922 at 30 June 2024, 2,343,422 at 30 June 2023, and 2,327,922
at 31 December 2023.
For
further information:
Volvere plc
|
|
Nick Lander, Co-founder &
Director
|
Tel: +44 (0) 20 7634 9707
|
|
www.volvere.co.uk
|
Cairn Financial Advisers LLP (Nominated
Adviser)
Sandy Jamieson / James
Caithie
|
Tel: + 44 (0) 20 7213
0880
|
Canaccord Genuity Limited (Joint Broker)
Bobbie Hilliam
Hobart Capital Markets LLP (Joint Broker)
Lee Richardson
|
Tel: + 44 (0) 207 523
8000
Tel: +44 (0) 20 7070 5691
|
Chairman's Statement
I am pleased to report strong results
for the six months to 30 June 2024, which saw Group revenue and
profit before tax from continuing operations of £22.20 million and
£2.17 million respectively (30 June 2023: revenue £19.09 million,
profit before tax £0.44 million; 31 December 2023: revenue £42.95
million, profit before tax £3.64 million).
The Group's financial position
remains strong with total net assets of £38.57 million (30 June
2023: £35.33 million, 31 December 2023: £37.51 million). Cash
and available-for-sale investments were £24.31 million (30 June
2023: £21.41 million, 31 December 2023: £23.74 million).
Net assets per
share(1) increased to £15.85 (30 June 2023: £14.00, 31 December 2023:
£14.83). Further treasury share purchases totalling £1.29
million were made in the period (30 June
2023: £0.25 million; 31 December 2023: £0.43 million). The
Board continues to be conscious of the Group's share price being
below net assets per share and remains committed to purchasing its
own shares for treasury where appropriate.
The focus continues on the
performance of the Group's trading subsidiary, Shire Foods, whilst
seeking further investment opportunities.
David Buchler
Chairman
13 September 2024
Note 1: Net
assets attributable to owners of the parent company divided by
total number of ordinary shares outstanding at the reporting date
(less those held in treasury) - see note 7.
Executive Management
Statement
Overview
I am delighted to report on the first
half of 2024, which has again delivered improved like-for-like
performance compared to the first half of 2023.
Shire Foods' results, as our only
subsidiary, impacts significantly on how the Group performs and its
strong trading has been encouraging, reflecting the commitment of
our management and staff.
Group revenues for the period (which
relate solely to Shire Foods) were up by £3.11 million to £22.20
million, an increase of more than 16% compared to the comparable
period in 2023 (30 June 2023: £19.09 million, 31 December 2023:
£42.95 million).
The Group's profit before tax from
continuing operations for the period was £2.17 million (30 June
2023: £0.44 million, 31 December 2023: £3.64 million). The
Group's overall profit after tax (including discontinued
operations) was £1.78 million (30 June 2023: £0.44 million, year to
31 December 2023: £2.73 million), reflecting the growth in Shire
Foods and increased yields from cash deposits.
Group net assets at the period end
increased to £38.57 million (30 June 2023: £35.33 million, 31
December 2023: £37.51 million) in spite of the Group's treasury
share purchases. Net assets per share
increased to £15.85 in the period (30 June 2023: £14.00, 31
December 2023: £14.83).
Financial performance
Food manufacturing segment - Shire
Foods
Shire Foods' revenues reached an
all-time high of £22.20 million (30 June 2023: £19.09 million, 31
December 2023: £42.95 million). Our strong relationships and
the quality of our products has enabled us to continue to grow,
albeit that our growth is inherently affected by our customers' own
market and category performance and their product
strategies.
Profit before tax and intra-Group
management and interest charges(2) increased to £2.09
million (30 June 2023: £0.75 million, 31 December 2023: profit
£3.86 million).
A summary of Shire's recent financial
performance is set out in Table A below.
Table A
|
6 months to
30 June
2024
£'000
|
6 months to
30 June
2023
£'000
|
Year ended
31 December
2023
£'000
|
Year ended
31 December
2022
£'000
|
Year ended
31 December
2021
£'000
|
|
|
|
|
|
|
Revenue
|
22,200
|
19,090
|
42,950
|
38,027
|
30,605
|
|
|
|
|
|
|
|
|
|
|
|
|
Underlying profit before tax,
intra-group interest and management charges(2)
|
2,085
|
745
|
3,861
|
2,777
|
2,139
|
Intra-group interest and management
charges
|
(125)
|
(125)
|
(350)
|
(348)
|
(252)
|
|
|
|
|
|
|
Profit before tax
|
1,960
|
620
|
3,511
|
2,429
|
1,887
|
|
|
|
|
|
|
Note 2: Profit before
intra-Group interest and management 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.
As reported previously, Shire has
seen raw material costs remaining largely stable, with labour and
energy costs increasing in 2024, though the effect of the latter
will be effective from the fourth quarter of 2024. The
materials margin in the period increased by 3% compared to the
whole of 2023, which reflects the need to continue to fund labour
and overhead increases, much of which are outside of the company's
control. We remain focused on margins and efficiency measures
to mitigate cost increases wherever possible through appropriate
investment.
Stock levels have risen in the period
in preparation for the second half of the year, when sales volumes
are traditionally higher as the colder weather sets in. In
preparation for 2025, we have invested £0.51 million in the site
during the period (30 June 2023: £0.38 million, 31 December 2023:
£0.79 million), with capital already committed to increase our
production capacity further.
There continued to be no Group loans
outstanding at 30 June 2024 (30 June 2023: nil, 31 December 2023:
nil).
Investing and management services
segment
This segment represents our central
functions covering Group management, treasury, finance and IT
services. The segment result is the net of the underlying
costs of these Group activities, offset by investment revenues and
other gains and losses. The profit before tax and intra-Group
management and interest charges(2) for the period was
£0.09 million (30 June 2023: loss £0.30 million, 31 December 2023:
loss £0.23 million).
The improved result in this period
reflects lower central costs as well as increased returns on cash
deposits. Further information on investment returns is shown
in note 4.
The Group continued
its approach of using leverage within trading companies whenever
appropriate and without recourse to the remainder of the
Group.
Earnings per share
Basic and
diluted profit per
ordinary share from continuing operations was 64.05p (30 June
2023: 13.45p, 31
December 2023: 80.69p). Basic
and diluted loss per ordinary share from discontinued operations
was (0.17)p (30 June 2023: (0.17)p, 31 December 2023: profit
9.60)p). Total basic
and diluted profit per ordinary share was 63.88p (30 June 2023:
13.28p, 31 December 2023: 90.29p).
Statement of financial position
Cash and available-for-sale
investments
Group cash at 30 June was £22.14 (30
June 2023: £19.81 million, 31 December 2023: £22.14 million).
The consolidated statement of cash flows sets out the details of
cash movements in the period.
Shire Foods' inventory levels grew in
the period (as is the seasonal norm for the business, which builds
inventory in advance of the higher trading months expected in the
second half of the year), although this has been mitigated by
increased supplier credit. The principal cash outflows in the
period were the advance payment of corporation tax (£0.98 million),
the purchase of plant and equipment (£0.51 million) and the
purchase of treasury shares (£1.29 million).
At the period end there was an
investment in available-for-sale investments with a carrying value
of £2.17 million (30 June 2023: £1.59 million, 31 December 2023:
£1.60 million). The carrying value of the investment had been
below the original cost for some time, but at the period end was
showing an unrealised gain of £0.49 million, which has been
credited to reserves.
Purchase of own shares
The Company acquired 104,000 Ordinary
shares for a total consideration including costs of £1,289,000
during the period (30 June 2023: 21,000 shares for £248,000, 31
December 2023: 36,500 shares for £427,000).
Hedging
It is not the Group's policy to enter
into derivative instruments to hedge interest rate or foreign
exchange risk.
Key performance
indicators (KPIs)
The Group uses key
performance indicators suitable for the nature and size of the
Group's businesses. The key financial performance indicators
are revenue and profit before tax. The performance of the
Group and the individual trading businesses against these KPIs is
outlined above, in the Executive Management statement and disclosed
in note 3.
Internally,
management uses a variety of non-financial KPIs in respect of the
food manufacturing segment, including order intake, manufacturing
output and sales, all of which are monitored weekly and reported
monthly.
Principal risk
factors
The Company and
Group face a number of specific business risks that could affect
the Company's or Group's success. The Company and Group
invests in distressed businesses and securities, which by their
nature often carry a higher degree of risk than those that are not
distressed. The Group's businesses are principally engaged in
the provision of goods and services that are dependent on the
continued employment of the Group's employees and availability of
suitable, profitable workload. In the food manufacturing
segment, there is a dependency on a small number of customers and a
reduction in the volume or range of products supplied to those
customers or the loss of any one of them could impact the Group
materially. Rising inflation, including increases in raw
materials and overhead costs, may not be able to be passed on to
customers through increased prices and this could result in reduced
profitability. Any pandemic or other such similar event which
could affect the consumers, suppliers, customers or staff may limit
or inhibit the Group's operations.
These risks are
managed by the Board in conjunction with the management of the
Group's businesses.
Acquisitions and future strategy
As shareholders know, we are focused
on enhancing shareholder value. To that end, we continue to
do everything possible to ensure that Shire Foods' trading remains
robust. The importance of this is self-evident as it
underpins the inherent value of that business.
Whilst we are continuing to review
potential investment opportunities, deal flow has been patchy in
recent months. This may reflect the summer period, but the
reduction in interest rates may be easing pressure on debt
servicing and levels of distress. We know our experiences in
this regard are not unique but broadly reflect the wider M&A
market.
The Group has continued to make
significant purchases of its own shares in the market, reflecting
the discount that the share price has represented to the net asset
value per share. We intend to continue to do this in so far
as we are able and when it makes sense to do so in order to provide
liquidity for shareholders who wish to reduce their
shareholdings.
Nick
Lander
Co-founder & Director
13 September 2024
Consolidated income statement
|
Note
|
6 months to
30 June
2024
|
6 months
to
30
June
2023
|
Year
ended
31
December
2023
|
|
|
£'000
|
£'000
|
£'000
|
Continuing
operations
|
|
|
|
|
Revenue
|
3
|
22,200
|
19,090
|
42,950
|
Cost of
sales
|
|
(17,964)
|
(16,535)
|
(35,044)
|
|
|
|
|
|
Gross
profit
|
|
4,236
|
2,555
|
7,906
|
|
|
|
|
|
Distribution costs
|
|
(1,414)
|
(1,185)
|
(2,665)
|
Administrative expenses
|
|
(1,130)
|
(1,174)
|
(2,274)
|
|
|
|
|
|
Operating
profit
|
|
1,692
|
196
|
2,967
|
|
|
|
|
|
Finance
expense
|
4
|
(73)
|
(65)
|
(172)
|
Finance
income
|
4
|
552
|
287
|
805
|
Profit on
sale of tangible fixed assets
|
|
-
|
23
|
36
|
|
|
|
|
|
Profit before
tax
|
|
2,171
|
441
|
3,636
|
Income tax
expense
|
|
(385)
|
-
|
(1,129)
|
Profit for the period from
continuing operations
|
|
1,786
|
441
|
2,507
|
(Loss)/profit for the period
from discontinued operations
|
|
(4)
|
(4)
|
226
|
|
|
|
|
|
Profit for the
period
|
|
1,782
|
437
|
2,733
|
|
|
|
|
|
Attributable to:
|
|
|
|
|
- Equity
holders of the parent
|
|
1,455
|
313
|
2,118
|
-
Non-controlling interests
|
6
|
327
|
124
|
615
|
|
|
1,782
|
437
|
2,733
|
|
|
|
|
|
Earnings/(loss) per
share
|
5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and
Diluted
- from
continuing operations
|
|
64.05p
|
13.45p
|
80.69p
|
- from
discontinued operations
|
|
(0.17)p
|
(0.17)p
|
9.60p
|
Total
|
|
63.88p
|
13.28p
|
90.29p
|
|
|
|
|
|
|
|
|
|
|
Consolidated statement of comprehensive
income
|
|
6 months to
30 June
2024
|
6 months
to
30
June
2023
|
Year
ended
31
December
2023
|
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Profit for the
period
|
|
1,782
|
437
|
2,733
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive
income
|
|
|
|
|
Revaluation
of available-for-sale investments
|
|
573
|
(53)
|
(49)
|
Transfer to
income statement on disposal of property
|
|
-
|
(55)
|
-
|
Deferred
tax recognised directly in equity
|
|
-
|
-
|
-
|
|
|
|
|
|
Total comprehensive income
for the period
|
|
2,355
|
329
|
2,684
|
|
|
|
|
|
Attributable
to:
|
|
|
|
|
|
|
|
|
|
Equity
holders of the parent
|
|
2,028
|
205
|
2,069
|
Non-controlling interests
|
|
327
|
124
|
615
|
|
|
2,355
|
329
|
2,684
|
|
|
|
|
|
Consolidated statement of changes in equity
Six months to 30
June 2024
|
Share
capital
£'000
|
Share
premium
£'000
|
Revaluation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
Non-controlling interests £'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
1,455
|
1,455
|
327
|
1,782
|
Revaluation of available-for-sale
investments
|
-
|
-
|
-
|
573
|
573
|
-
|
573
|
Deferred tax recognised directly in equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
period
|
-
|
-
|
-
|
2,028
|
2,028
|
327
|
2,355
|
Balance
at 1 January
|
50
|
7,885
|
827
|
25,755
|
34,517
|
2,992
|
37,509
|
|
|
|
|
|
|
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividend paid to non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Purchase of own treasury shares
|
-
|
-
|
-
|
(1,289)
|
(1,289)
|
-
|
(1,289)
|
|
|
|
|
|
|
|
|
Total transactions with
owners
|
-
|
-
|
-
|
(1,289)
|
(1,289)
|
-
|
(1,289)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June
|
50
|
7,885
|
827
|
26,494
|
35,256
|
3,319
|
38,575
|
|
|
|
|
|
|
|
|
Six months to 30
June 2023
|
Share
capital
£'000
|
Share
premium
£'000
|
Revaluation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
Non-controlling interests £'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period
|
-
|
-
|
-
|
313
|
313
|
124
|
437
|
Revaluation of available-for-sale
investments
|
-
|
-
|
(53)
|
-
|
(53)
|
-
|
(53)
|
Disposal of revalued property
|
-
|
-
|
(55)
|
-
|
(55)
|
-
|
(55)
|
Deferred tax recognised directly in equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
period
|
-
|
-
|
(108)
|
313
|
205
|
124
|
329
|
Balance
at 1 January
|
50
|
7,885
|
1,718
|
23,222
|
32,875
|
2,877
|
35,752
|
|
|
|
|
|
|
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Dividend paid to non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
(500)
|
(500)
|
Purchase of own treasury shares
|
-
|
-
|
-
|
(248)
|
(248)
|
-
|
(248)
|
|
|
|
|
|
|
|
|
Total transactions with
owners
|
-
|
-
|
-
|
(248)
|
(248)
|
(500)
|
(748)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June
|
50
|
7,885
|
1,610
|
23,287
|
32,832
|
2,501
|
35,333
|
|
|
|
|
|
|
|
|
Year ended 31
December 2023
|
Share
capital
£'000
|
Share
premium
£'000
|
Revaluation
reserve
£'000
|
Retained
earnings
£'000
|
Total
£'000
|
Non-controlling interests £'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the year
|
-
|
-
|
-
|
2,118
|
2,118
|
615
|
2,733
|
|
|
|
|
|
|
|
|
Transfer of revaluation reserve
|
-
|
-
|
(891)
|
891
|
-
|
-
|
-
|
Revaluation of available-for-sale
investments
|
-
|
-
|
-
|
(49)
|
(49)
|
-
|
(49)
|
Deferred tax recognised directly in equity
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Total comprehensive income for the
year
|
-
|
-
|
(891)
|
2,960
|
2,069
|
615
|
2,684
|
Balance
at 1 January
|
50
|
7,885
|
1,718
|
23,222
|
32,875
|
2,877
|
35,752
|
|
|
|
|
|
|
|
|
Transactions with owners:
|
|
|
|
|
|
|
|
Dividend paid to non-controlling interests
|
-
|
-
|
-
|
-
|
-
|
(500)
|
(500)
|
Purchase of own treasury shares
|
-
|
-
|
-
|
(427)
|
(427)
|
-
|
(427)
|
|
|
|
|
|
|
|
|
Total transactions with
owners
|
-
|
-
|
-
|
(427)
|
(427)
|
(500)
|
(927)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 31 December
|
50
|
7,885
|
827
|
25,755
|
34,517
|
2,992
|
37,509
|
|
|
|
|
|
|
|
|
Consolidated statement of financial position
|
|
30 June
2024
|
30
June
2023
|
31
December
2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
Assets
|
|
|
|
|
Non-current assets
|
|
|
|
|
Property, plant &
equipment
|
|
7,886
|
8,011
|
7,905
|
|
|
|
|
|
Total non-current assets
|
|
7,886
|
8,011
|
7,905
|
|
|
|
|
|
Current assets
|
|
|
|
|
Inventories
|
|
7,645
|
6,899
|
5,925
|
Trade and other
receivables
|
|
7,380
|
5,606
|
7,843
|
Cash and cash equivalents
|
|
22,141
|
19,810
|
22,139
|
Assets held for sale
|
|
-
|
1,447
|
-
|
Available-for-sale
investments
|
|
2,173
|
1,595
|
1,599
|
|
|
|
|
|
Total current assets
|
|
39,339
|
35,357
|
37,506
|
|
|
|
|
|
Total assets
|
|
47,225
|
43,368
|
45,411
|
|
|
|
|
|
Liabilities
|
|
|
|
|
Current liabilities
|
|
|
|
|
Loans and other borrowings
|
|
(120)
|
(553)
|
(269)
|
Leases
|
|
(368)
|
(411)
|
(362)
|
Trade and other payables
|
|
(6,209)
|
(5,120)
|
(4,955)
|
|
|
|
|
|
Total current liabilities
|
|
(6,697)
|
(6,084)
|
(5,586)
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
Loans and other borrowings
|
|
(638)
|
(759)
|
(698)
|
Leases
|
|
(172)
|
(534)
|
(373)
|
|
|
|
|
|
Total non-current
liabilities
|
|
(810)
|
(1,293)
|
(1,071)
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
(7,507)
|
(7,377)
|
(6,657)
|
|
|
|
|
|
Provisions - deferred tax
|
|
(1,143)
|
(658)
|
(1,245)
|
|
|
|
|
|
|
|
|
|
|
NET
ASSETS
|
|
38,575
|
35,333
|
37,509
|
|
|
|
|
|
Equity
|
|
|
|
|
Share capital
|
|
50
|
50
|
50
|
Share premium account
|
|
7,885
|
7,885
|
7,885
|
Revaluation reserves
|
|
827
|
1,610
|
827
|
Retained earnings
|
|
26,494
|
23,287
|
25,755
|
|
|
|
|
|
Capital and reserves attributable to equity holders of the
Company
|
|
35,256
|
32,832
|
34,517
|
Non-controlling interests
|
6
|
3,319
|
2,501
|
2,992
|
|
|
|
|
|
TOTAL EQUITY
|
|
38,575
|
35,333
|
37,509
|
|
|
|
|
|
Consolidated statement of cash flows
|
|
6 months to 30 June
2024
|
6 months to 30 June
2024
|
6 months
to 30 June 2023
|
6 months
to 30 June 2023
|
Year ended
31 December 2023
|
Year ended
31 December 2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Profit/(loss) for the period
|
|
|
1,782
|
|
437
|
|
2,733
|
|
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
|
|
Finance expense
|
4
|
73
|
|
65
|
|
172
|
|
Finance income
|
4
|
(552)
|
|
(287)
|
|
(805)
|
|
Depreciation
|
|
531
|
|
497
|
|
1,011
|
|
Operating lease rentals
|
|
(6)
|
|
(7)
|
|
(15)
|
|
Income tax expense
|
|
385
|
|
-
|
|
1,129
|
|
(Gain)/loss on disposal of fixed
assets
|
|
-
|
|
(23)
|
|
(36)
|
|
Loss from discontinued
operations
|
|
4
|
|
4
|
|
(226)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
435
|
|
249
|
|
1,230
|
|
|
|
|
|
|
|
|
Operating cash flows before movements in working
capital
|
|
|
2,217
|
|
686
|
|
3,963
|
|
|
|
|
|
|
|
|
Decrease/(increase) in trade and
other receivables
|
|
1,389
|
|
2,758
|
|
543
|
|
Increase in trade and other
payables
|
|
1,083
|
|
855
|
|
95
|
|
(Increase)/decrease in
inventories
|
|
(1,720)
|
|
(3,534)
|
|
(2,564)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
movements in working capital
|
|
|
752
|
|
79
|
|
(1,926)
|
|
|
|
|
|
|
|
|
Income tax paid
|
|
|
(978)
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
Operating cash generated from continuing
operations
|
|
|
1,991
|
|
765
|
|
2,037
|
|
|
|
|
|
|
|
|
Operating cash (used by)/generated from discontinued
operations
|
|
|
(270)
|
|
695
|
|
964
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash generated from operations
|
|
|
1,721
|
|
1,460
|
|
3,001
|
|
|
|
|
|
|
|
|
Investing activities
|
|
|
|
|
|
|
|
Interest received
|
|
497
|
|
235
|
|
725
|
|
Income from investments
|
|
55
|
|
52
|
|
80
|
|
Purchase of property, plant and
equipment
|
|
(512)
|
|
(62)
|
|
(470)
|
|
Sale of property, plant and
equipment
|
|
-
|
|
34
|
|
34
|
|
Purchase of available-for-sale
investments
|
|
-
|
|
-
|
|
-
|
|
Disposal of available-for-sale
investments
|
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash generated from/(used by) continuing investing
activities
|
|
|
40
|
|
259
|
|
369
|
|
|
|
|
|
|
|
|
Cash generated from discontinued investing
activities
|
|
|
-
|
|
720
|
|
2,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash generated from/(used by) investing
activities
|
|
|
40
|
|
979
|
|
2,607
|
|
|
|
|
|
|
|
|
Financing activities
|
|
|
|
|
|
|
|
Interest paid
|
|
(72)
|
|
(64)
|
|
(172)
|
|
Purchase of own shares (treasury
shares)
|
7
|
(1,289)
|
|
(248)
|
|
(427)
|
|
Dividend paid to non-controlling
interests
|
|
-
|
|
(500)
|
|
(500)
|
|
Net repayment of
borrowings
|
|
(398)
|
|
(948)
|
|
(1,501)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash used by continuing financing activities
|
|
|
(1,759)
|
|
(1,760)
|
|
(2,600)
|
|
|
|
|
|
|
|
|
Cash used by discontinued financing
activities
|
|
|
-
|
|
(5)
|
|
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash used by financing activities
|
|
|
(1,759)
|
|
(1,765)
|
|
(2,605)
|
|
|
|
|
|
|
|
|
Net
increase in cash
|
|
|
2
|
|
674
|
|
3,003
|
Cash at beginning of
period
|
|
|
22,139
|
|
19,136
|
|
19,136
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at end of period
|
|
|
22,141
|
|
19,810
|
|
22,139
|
|
|
|
|
|
|
|
|
Notes forming part of the unaudited interim results for the
period ended 30 June 2024
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 2023. 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 2023 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 2023
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 2023.
3
Operating segments
An analysis of key financial data by
business segment is provided below. The Group's food
manufacturing segment is engaged in the production and sale of food
products to third party customers, and the investing and management
services segment incurs central costs, provides management services
and financing to other Group segments and undertakes treasury
management on behalf of the Group.
Analysis by
business segment:
|
|
|
|
|
|
Period ended 30 June
2024
|
|
|
Food
manufacturing
£'000
|
Investing and
Management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Revenue
|
|
|
22,200
|
-
|
22,200
|
|
|
|
|
|
|
Profit/(loss) before tax(1)
|
|
|
2,085
|
86
|
2,171
|
|
|
|
|
|
|
|
|
|
|
|
|
Period ended 30 June
2023
|
|
|
Food
manufacturing
£'000
|
Investing and
Management
services
£'000
|
Total
£'000
|
Revenue
|
|
|
19,090
|
-
|
19,090
|
|
|
|
|
|
|
Profit/(loss) before tax (1)
|
|
|
745
|
(304)
|
441
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
|
Food
manufacturing
£'000
|
Investing and management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Revenue
|
|
|
42,950
|
-
|
42,950
|
|
|
|
|
|
|
Profit/(loss) before
tax(1)
|
|
|
3,861
|
(225)
|
3,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
As at 30 June
2024
|
|
|
|
|
|
|
|
|
Food manufacturing
£'000
|
Investing and
management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Assets
|
|
|
24,649
|
22,576
|
47,225
|
Liabilities/provisions
|
|
|
(8,310)
|
(340)
|
(8,650)
|
Net
assets(2)
|
|
|
16,339
|
22,236
|
38,575
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 30 June
2023
|
|
|
Food manufacturing
£'000
|
Investing and
management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Assets
|
|
|
22,047
|
21,321
|
43,368
|
Liabilities/provisions
|
|
|
(8,594)
|
559
|
(8,035)
|
Net
assets(2)
|
|
|
13,453
|
21,880
|
35,333
|
|
|
|
|
|
|
|
|
|
|
|
|
As at 31 December
2023
|
|
|
Food manufacturing
£'000
|
Investing and
management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Assets
|
|
|
22,175
|
23,326
|
45,411
|
Liabilities/provisions
|
|
|
(7,766)
|
(136)
|
(7,902)
|
|
|
|
|
|
|
Net
assets(2)
|
|
|
14,409
|
23,100
|
37,509
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing
operations
Six months to 30 June
2024
|
|
|
Food manufacturing
£'000
|
Investing and management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Capital
spend
|
|
|
512
|
-
|
512
|
Depreciation
|
|
|
531
|
-
|
531
|
Interest
income (non-Group)
|
|
|
-
|
(497)
|
(497)
|
Interest
expense (non-Group)
|
|
|
73
|
-
|
73
|
Tax
expense
|
|
|
326
|
59
|
385
|
|
|
|
|
|
|
Six months to 30 June
2023
|
|
|
Food manufacturing
£'000
|
Investing and management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital
spend
|
|
|
62
|
-
|
62
|
Depreciation
|
|
|
497
|
-
|
497
|
Interest
income (non-Group)
|
|
|
-
|
235
|
235
|
Interest
expense (non-Group)
|
|
|
(64)
|
-
|
(64)
|
Tax
expense
|
|
|
-
|
-
|
-
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
|
Food manufacturing
£'000
|
Investing and management
services
£'000
|
Total
£'000
|
|
|
|
|
|
|
Capital
spend
|
|
|
785
|
-
|
785
|
Depreciation
|
|
|
1,010
|
1
|
1,011
|
Interest
income (non-Group)
|
|
|
-
|
(725)
|
(725)
|
Interest
expense (non-Group)
|
|
|
172
|
-
|
172
|
Tax
expense
|
|
|
442
|
687
|
1,129
|
|
|
|
|
|
|
Geographical
analysis:
|
External revenue by location
of customers
|
Non-current assets by
location of assets
|
|
6 months to
30 June
2024
|
6 months to
30 June
2023
|
Year ended
31 December
2023
|
30 June
2024
|
30 June
2023
|
31 December
2023
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
UK
|
22,200
|
19,090
|
41,758
|
7,886
|
8,011
|
7,905
|
Rest of
Europe
|
-
|
-
|
1,192
|
-
|
-
|
-
|
USA
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
22,200
|
19,090
|
42,950
|
7,886
|
8,011
|
7,905
|
Notes:
(1) stated
before intra-group interest and management charges
(2) assets
and liabilities stated excluding intra-group balances
4
Investment revenues, other gains and losses and finance income and
expense
Finance
income
|
30 June
2024
£'000
|
30 June
2023
£'000
|
31 December
2023
£'000
|
|
|
|
|
Bank interest receivable
|
497
|
235
|
725
|
Investment revenues
|
55
|
52
|
80
|
Other gains and losses
|
-
|
-
|
-
|
|
552
|
287
|
805
|
Finance
expense
|
30 June
2024
£'000
|
30 June
2023
£'000
|
31 December
2023
£'000
|
|
|
|
|
Bank interest payable
|
(72)
|
(64)
|
(38)
|
Lease interest
|
(1)
|
(1)
|
(52)
|
Other interest and finance
charges
|
-
|
-
|
(82)
|
|
(73)
|
(65)
|
(172)
|
5
Earnings per share
The calculation of the basic and
diluted earnings per share is based on the following
data:
|
6 months to
30 June
2024
£'000
|
6 months to
30 June
2023
£'000
|
Year ended
31 December
2023
£'000
|
Earnings for the purposes of earnings
per share:
|
|
|
|
Profit/(loss) attributable to equity
holders of the parent company:
|
|
|
|
From continuing
operations
|
1,459
|
317
|
1,892
|
From discontinued
operations
|
(4)
|
(4)
|
226
|
|
|
|
|
|
No.
|
No.
|
No.
|
Weighted average number of ordinary
shares for the purposes of earnings per share:
|
|
|
|
Weighted average number of ordinary
shares in issue
|
2,277,834
|
2,357,317
|
2,345,696
|
Dilutive effect of potential
ordinary shares
|
-
|
-
|
-
|
Weighted average number of ordinary
shares for diluted EPS
|
2,277,834
|
2,357,317
|
2,345,696
|
|
|
|
|
There were no share options (or
other dilutive instruments) in issue during the period in respect
of the parent company's shares (30 June 2023: nil; 31 December
2023: nil).
6
Non-controlling interests
The non-controlling interests of
£3.32 million relate to the net assets attributable to the shares
not held by the Group at 30 June 2024 in the following
subsidiaries:
|
30 June
2024
£'000
|
30 June
2023
£'000
|
31 December
2023
£'000
|
|
|
|
|
NMT Group Limited
|
69
|
67
|
68
|
Shire Foods Limited
|
3,250
|
2,434
|
2,924
|
|
3,319
|
2,501
|
2,992
|
The Group owns approximately 80% of
Shire Foods and 98.6% of NMT.
7
Purchase of own shares
The Company acquired 104,000
Ordinary shares for a total consideration including costs of
£1,289,000 during the period (30 June 2023: 21,000 shares for
£248,000, 31 December 2023: 36,500 shares for £427,000). This
brought the total number of Ordinary shares held in treasury at the
period end to 3,983,152 shares (30 June 2023: 3,863,652, 31
December 2023: 3,879,152) with an aggregate nominal value of less
than £1.
At the period end, the total number
of Ordinary shares outstanding (excluding treasury shares), was
2,223,922 (30 June 2023: 2,343,422, 31 December 2023:
2,327,922).
8
Dividend
The Board is not recommending the
payment of an interim dividend for the period ended 30 June
2024.
- Ends -