30 September 2024
VENTURE LIFE GROUP PLC
("Venture Life", "VLG" or the "Group")
Unaudited interim results for the six months ended 30 June 2024
Venture Life (AIM: VLG), a leader in developing, manufacturing and commercialising products for the international self-care market, is pleased to announce its interim results for the six months ended 30 June 2024 (the "Period"). The Group delivered solid cash generation and has achieved strong organic growth across its own brands.
Financial Headlines
· Group revenues in line with previous period at
· Gross margin increased 90bp to 38.1% (H1 23: 37.2%) reflecting the greater sales composition of higher margin VLG Brands
· Adjusted EBITDA2 decreased 18.4% to
· Net cash from operations increased 58% to
· Net debt4 reduced to
Post period end
· Agreement in principle reached with a significant OTC player in
· New collaboration signed with an existing blue chip customer for the exclusive development of new innovative products which further consolidate the Group's position within the Women's Health category
· Ongoing development of strategic investment opportunities for margin enhancing and complimentary M&A progressing well
Outlook
· VLG's Brands continue to gain momentum in the
· The Board is pleased with the progress made in unlocking significant opportunities which have extended VLG's footprint across
Jerry Randall, CEO of Venture Life Group plc commented: "I am pleased with growth of VLG's Brands in the
* The performance of the Group is assessed using Alternative Performance Measures ("APMs"), which are measures that are not defined under IFRS but are used by management to monitor ongoing business performance against both shorter term budgets and forecasts and against the Group's longer term strategic plans. APMs are defined in note 16.
1 Group net leverage calculated as net debt (excl. finance leases) and Adjusted EBITDA2 on a trailing 12-month basis.
2 Adjusted EBITDA for Group net leverage is EBITDA after deduction of finance lease costs and before deduction of exceptional items (see note 6) and share based payments (see note 16a for reconciliation) - the term applies throughout this report.
3 Free cashflow calculated as net cash generated from operating activities less capital expenditure and financial lease payments (see note 16c for reconciliation)
4 Net debt calculated as gross debt (excl.finance leases) less cash (see note16d for reconciliation)
Investor Meets Presentation
A live presentation relating to the 2024 Interim Results via Investor Meet Company will be provided on 2 October 2024 at 14:00pm BST. The presentation is open to all existing and potential shareholders. Investors can sign up to Investor Meet Company for free and add to meet Venture Life Group plc via: https://www.investormeetcompany.com/venture-life-group-plc/register-investor Investors who already follow Venture Life Group plc on the Investor Meet Company platform will automatically be invited.
For further information, please contact:
Venture Life Group PLC |
+44 (0) 1344 578004 |
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Jerry Randall, Chief Executive Officer Daniel Wells, Chief Financial Officer |
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Cavendish Capital Markets Limited (Nomad and Broker) |
+44 (0) 20 7397 8900 |
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Michael Johnson (Sales) Stephen Keys / Camilla Hume (Corporate Finance) |
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About Venture Life (www.venture-life.com)
Venture Life is an international consumer self-care company focused on developing, manufacturing and commercialising products for the global self-care market. With operations in the
The products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies and grocery multiples. In the
Through its two Development & Manufacturing operations in
Trading Performance
Overview
Group revenues for the first half were
Underlying this was overall growth of 8% on the Venture Life Brands to
Our investment in new product development ("NPD") and innovation continues to positively impact the Group's revenues, with
As detailed in our 2023 results update, Customer Brands saw unusually high growth in the first half of 2023 due to some customers rebuilding stock levels after the supply chain pressures of 2022. So, and as anticipated, we saw lower revenues in the first half of 2024 resulting in a more normalised level of revenues from Customer Brands.
Revenue £'m Unaudited six months ended |
30-Jun-24 Actual |
30-Jun-23 Actual |
Growth Vs 2023 |
Balance Activ |
3.3 |
2.9 |
14% |
Lift |
3.1 |
2.3 |
35% |
Earol |
2.8 |
2.3 |
22% |
Ultradex |
1.3 |
1.1 |
18% |
Gelclair |
0.2 |
1.0 |
(79%) |
Glucogel |
1.1 |
1.0 |
10% |
Dentyl |
0.7 |
0.9 |
(22%) |
Pomi-T |
0.0 |
0.1 |
(100%) |
Other |
0.4 |
0.4 |
1% |
Sub-Total VLG Brands (before private label) |
12.9 |
12.0 |
8% |
Private label |
1.0 |
0.9 |
10% |
Total VLG Brands |
13.9 |
12.9 |
8% |
Customer Brands |
9.6 |
10.6 |
(9%) |
Grand Total |
23.5 |
23.5 |
0% |
Venture Life Brands
VLG Brand revenues (excl. private label) of
The Group continues to focus on organic growth of its VLG Brands from distribution gains, new product development and increased consumer purchasing through the impact of our increased advertising investment. The extensive experience and expertise within our innovation team, coupled with manufacturing capacity, will enable us to continue to drive the growth of our VLG Brands delivering innovative need state products into the market.
VLG Brands Revenue £'m Unaudited six months ended |
30-Jun-24 Actual |
30-Jun-23 Actual |
Growth Vs 2023 |
Energy Management |
4.2 |
3.3 |
27% |
Women's Health |
3.3 |
2.9 |
14% |
Ear, Nose & Throat |
2.9 |
2.4 |
21% |
Oral Care |
2.0 |
2.0 |
1% |
Oncology Support |
0.2 |
1.2 |
(83%) |
Footcare |
1.0 |
0.8 |
25% |
Other |
0.3 |
0.3 |
1% |
Total |
13.9 |
12.9 |
8% |
Energy Management
Energy Management (Lift and Glucogel) continued the momentum built in 2023 and delivered growth of 27% over the prior period to
Lift revenues for the first half were 35% higher than the prior period at
Women's Health
Revenues for the Balance Activ brand grew by 14% overall to
The new Thrush Cream product launched in late 2023 has seen positive traction in the first half and has contributed to the growth, but the growth seen is below our expectations as new listings have come on line more slowly. Despite encountering market challenges in the
Ear, Nose & Throat
Revenues from this segment grew 21% to
The new Baby Earol product was launched at the end of 2023 and has contributed to growth in the first half in the
Earol Swim contributed revenues of
Oncology Support
These products (Gleclair, Pomi T and Xonrid) are currently sold entirely through distribution partners both in the
Oral care
Overall Oral care revenues were the same as the prior period at
Digital
Revenues from Amazon continue to grow strongly in the first half, up 50% to
Customer Brands
As expected, Customer Brands revenues were 9% lower in the first half at
We do continue to attract new business into this division in order to build on the underlying revenue and customer base, and to seek to protect us when customers' brands do not perform. It is also normal for the products of our customers to have their own life cycles where the customer will want to refresh a brand or product range from time to time. We also use our internal expertise to develop new products for customers, existing and new. In the first half of the year, we generated revenues of
Operational developments
It is important that we continue to optimise our business operations to ensure we maximise profitability and efficiency by many means:
· Internalisation of manufacturing. During Q2 & Q3 2024 we have invested to internalise the manufacture of the Earol products we acquired late in 2022. We are pleased that this has been achieved with manufacture of product commencing in August and deliveries in September. This move will enhance our profitability and reduce our working capital requirement for this product.
· Warehouse rationalisation. At the start of 2024 we combined our
· Continual improvement and enhancement of reporting. As we have grown, the reporting requirements of the Group have grown, and we are now embarking on a project to improve and harmonise our systems across the Group with a new ERP system. Work has already begun on this project, and will continue into 2025, and we expect the new system to be fully operational by 2026.
Through acquisitions we have acquired a number of legal entities which through operational integration have become needless for the future. Over the coming months and years, we will seek to rationalise the number of entities within the Group in order to save unnecessary costs, simplify regulatory requirements and improve efficiency.
Innovation and the Medical device Directive
Innovation continues to sit at the heart of our new product development. As outlined in previous years, we continue to build revenues and brands with insightful innovation and new product development. In particular in the first half of 2024 we have:
· Developed new more sustainable packaging solution for a number of our products, including UltraDEX.
· Developed a menopause range of products and we are currently engaged in discussions with retailers to launch in early 2025.
· Developed a number of new products in the Customer Brands business.
We continue to progress our 30 technical files through the transition from regulation under the Medical Device Directive (MDD) to the new Medical Device Regulations (MDR). With the MDD extensions all in place, we can continue to sell our products registered under MDD until May 2028. This allows us more time to achieve the transition to MDR, thus spreading the cost. We have already successfully achieved approval on some of our products under the more rigorous MDR, including Gelclair, and there is no doubt that attaining this approval for products will make them more attractive and potentially more valuable as many products are likely to fail to get approval under the new regulations.
Sustainable Life
Sustainability is fundamental to the Group's business, and we continually work towards reducing the impact we have on the environment and improving the sustainability of our operations. In 2023 we focused on gathering data on our Biokosmes facilty in
Post period-end the Biokosmes facility was again awarded the Silver Ecovadis sustainability rating based on its most recent assessment, which means the Group is in the top 15% of companies assessed. This is a tremendous achievement for the site, as the hurdle required to attain each level rises each year as the population of companies assessed improves its sustainability.
Profit and loss account
Revenues were in line with the previous period at
Whilst the Group benefits of the above factors, marginality remains below the levels from a couple of years ago and getting back to these levels is restricted by the rapid growth in direct to consumer ("DTC") online revenue to
Operating expenditure increased to
· Fixed spend with retailers to run in-store promotions which provide better shelf placement for our brands and help to strengthen partnerships with mainstream retailers. This investment is already producing results with a significant number of new product listings confirmed to launch in
· Brand awareness using smart digital marketing activities i.e. social media which provides reach to millions of potential consumers in cost effective ways.
· Online advertising enabling continuation of our roll-out of existing and new products across Amazon in the
Other administrative costs increased by
The Group delivered Adjusted EBITDA of
Exceptional items amounted to
Amortisation of
Finance costs of
Net of the increase in amortisation, impairment, finance costs and reduction in exceptional costs, the loss before tax for the period increased to
Cash and debt
Net cash from operating activities increased 58% to
Free cash flow increased 69% to
Group net leverage1 reduced to 1.09x at the period end (31-Dec-23: 1.30x).
Current trading and outlook
Performance of the VLG Brands has continued to gain momentum in the
In the Customer Brands' business we have seen de-stocking evident from a small number of key customers, although it is not anticipated that this will have a material impact and the outlook for 2025 is becoming increasingly positive.
We are pleased to announce that an agreement in principle has been reached to license and supply products for a leading brand in Women's Health with a significant OTC player in
As alluded to in the July trading update, the Group is also actively pursuing a number of margin enhancing and complimentary M&A opportunities which are progressing well.
The Board is pleased with the progress made in unlocking a number of significant opportunities which have extended VLG's footprint across
Jerry Randall Daniel Wells
Chief Executive Officer Chief Financial Officer
30 September 2024 30 September 2024
Unaudited Interim Condensed Consolidated Statement of Comprehensive Income
For the six months ended 30 June 2024
|
Note |
Six months ended |
|
Six months ended |
|
Year ended |
|
|
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Revenue |
4 |
23,454 |
|
23,454 |
|
51,410 |
Cost of sales |
|
(14,512) |
|
(14,733) |
|
(31,260) |
Gross profit |
|
8,942 |
|
8,721 |
|
20,150 |
|
|
|
|
|
|
|
Operating expenses |
|
(6,603) |
|
(5,496) |
|
(11,189) |
Impairment (loss)/gain of financial assets |
|
(18) |
|
1 |
|
101 |
Amortisation of intangible assets |
5 |
(2,260) |
|
(2,321) |
|
(4,516) |
Impairment of intangible assets |
|
- |
|
(389) |
|
(760) |
Total administrative expenses |
|
(8,881) |
|
(8,205) |
|
(16,364) |
|
|
|
|
|
|
|
Other income |
|
40 |
|
84 |
|
142 |
|
|
|
|
|
|
|
Operating profit before exceptional items |
|
101 |
|
600 |
|
3,928 |
|
|
|
|
|
|
|
Exceptional items |
6 |
(357) |
|
(217) |
|
(639) |
|
|
|
|
|
|
|
Operating (loss)/profit |
|
(256) |
|
383 |
|
3,289 |
|
|
|
|
|
|
|
Finance income |
|
- |
|
- |
|
15 |
Finance costs |
7 |
(1,385) |
|
(1,716) |
|
(2,181) |
|
|
|
|
|
|
|
(Loss)/Profit before tax |
|
(1,641) |
|
(1,333) |
|
1,123 |
|
|
|
|
|
|
|
Tax |
8 |
(46) |
|
(175) |
|
(202) |
|
|
|
|
|
|
|
(Loss)/Profit for the period attributable to the equity shareholders of the parent |
|
(1,687) |
|
(1,508) |
|
921 |
|
|
|
|
|
|
|
Other comprehensive loss which may be subsequently reclassified to the income statement |
9 |
(392) |
|
(345) |
|
(551) |
|
|
|
|
|
|
|
Total comprehensive (loss)/profit for the period attributable to equity shareholders of the parent |
|
(2,079) |
|
(1,853) |
|
370 |
|
|
|
|
|
|
|
Basic (loss)/profit per share (pence) attributable to equity shareholders of the parent |
10 |
(1.33) |
|
(1.19) |
|
0.73 |
|
|
|
|
|
|
|
Diluted basic (loss)/profit per share (pence) attributable to equity shareholders of the parent |
10 |
(1.33) |
|
(1.19) |
|
0.68 |
|
|
|
|
|
|
|
Unaudited Interim Condensed Consolidated Statement of Financial Position
As at 30 June 2024
|
Note |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
ASSETS |
|
£'000 |
|
£'000 |
|
£'000 |
Non-current assets |
|
|
|
|
|
|
Intangible assets |
11 |
72,567 |
|
75,846 |
|
74,612 |
Property, plant and equipment |
12 |
9,781 |
|
9,006 |
|
10,194 |
Deferred tax |
8 |
2,538 |
|
2,457 |
|
2,530 |
|
|
84,886 |
|
87,309 |
|
87,336 |
Current assets |
|
|
|
|
|
|
Inventories |
|
10,571 |
|
12,666 |
|
10,332 |
Trade and other receivables |
|
13,214 |
|
13,034 |
|
16,205 |
Cash and cash equivalents |
|
5,575 |
|
3,658 |
|
5,622 |
|
|
29,360 |
|
29,358 |
|
32,159 |
TOTAL ASSETS |
|
114,246 |
|
116,667 |
|
119,495 |
|
|
|
|
|
|
|
EQUITY & LIABILITIES |
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Share capital |
13 |
380 |
|
379 |
|
379 |
Share premium account |
13 |
65,960 |
|
65,960 |
|
65,960 |
Merger reserve |
13 |
7,656 |
|
7,656 |
|
7,656 |
Foreign currency translation reserve |
|
622 |
|
1,220 |
|
1,014 |
Share-based payment reserve |
|
1,151 |
|
932 |
|
1,034 |
Retained earnings |
|
(1,436) |
|
(2,221) |
|
211 |
Total equity attributable to equity holders of the parent |
|
74,333 |
|
73,926 |
|
76,254 |
|
|
|
|
|
|
|
LIABILITIES |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Trade and other payables |
|
9,562 |
|
8,973 |
|
9,066 |
Taxation |
|
183 |
|
1,055 |
|
269 |
Interest bearing borrowings - Invoice financing |
|
- |
|
- |
|
616 |
Interest bearing borrowings - Leasing obligations |
|
1,139 |
|
761 |
|
1,044 |
Interest bearing borrowings - Bank loans |
|
- |
|
- |
|
16,467 |
Interest bearing borrowings - Subordinated loan note (Deferred consideration) |
|
2,329 |
|
- |
|
2,215 |
|
|
13,213 |
|
10,789 |
|
29,677 |
Non-current liabilities |
|
|
|
|
|
|
Interest bearing borrowings - Bank loans |
|
13,796 |
|
16,898 |
|
- |
Interest bearing borrowings - Leasing obligations |
|
3,882 |
|
3,257 |
|
4,050 |
Interest bearing borrowings - Subordinated loan (deferred consideration) |
|
- |
|
2,106 |
|
- |
Statutory employment provision |
|
1,495 |
|
1,413 |
|
1,544 |
Deferred tax liability |
8 |
7,527 |
|
8,278 |
|
7,970 |
|
|
26,700 |
|
31,952 |
|
13,564 |
TOTAL LIABILITIES |
|
39,913 |
|
42,741 |
|
43,241 |
TOTAL EQUITY & LIABILITIES |
|
114,246 |
|
116,667 |
|
119,495 |
Unaudited Interim Condensed Consolidated Statement of Changes in Equity
For the six months ended 30 June 2024
|
Share capital |
|
Share premium account |
|
Merger reserve |
|
Foreign currency translation reserve |
|
Share-based payment reserve |
|
Retained earnings |
|
Total equity |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Balance at 1 January 2023 (Audited) |
379 |
|
65,960 |
|
7,656 |
|
1,565 |
|
812 |
|
(713) |
|
75,659 |
Loss for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
(1,508) |
|
(1,508) |
Foreign exchange for period |
- |
|
- |
|
- |
|
(345) |
|
- |
|
- |
|
(345) |
Total comprehensive income |
- |
|
- |
|
- |
|
(345) |
|
- |
|
(1,508) |
|
(1,853) |
Share options charge |
- |
|
- |
|
- |
|
- |
|
120 |
|
- |
|
120 |
Transactions with Shareholders |
- |
|
- |
|
- |
|
- |
|
120 |
|
- |
|
120 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2023 (Unaudited) |
379 |
|
65,960 |
|
7,656 |
|
1,220 |
|
932 |
|
(2,221) |
|
73,926 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Profit for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
2,429 |
|
2,429 |
Foreign exchange for period |
- |
|
- |
|
- |
|
(206) |
|
- |
|
- |
|
(206) |
Total comprehensive income |
- |
|
- |
|
- |
|
(206) |
|
- |
|
2,429 |
|
2,223 |
Share options charge |
- |
|
- |
|
- |
|
- |
|
105 |
|
- |
|
105 |
Share options charge recycling |
- |
|
- |
|
- |
|
- |
|
(3) |
|
3 |
|
- |
Transactions with Shareholders |
- |
|
- |
|
- |
|
- |
|
102 |
|
3 |
|
105 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 December 2023 (Audited) |
379 |
|
65,960 |
|
7,656 |
|
1,014 |
|
1,034 |
|
211 |
|
76,254 |
Loss for the period |
- |
|
- |
|
- |
|
- |
|
- |
|
(1,687) |
|
(1,687) |
Foreign exchange for period |
- |
|
- |
|
- |
|
(392) |
|
- |
|
- |
|
(392) |
Total comprehensive income |
- |
|
- |
|
- |
|
(392) |
|
- |
|
(1,687) |
|
(2,079) |
Share options charge |
- |
|
- |
|
- |
|
- |
|
157 |
|
- |
|
157 |
Share options charge recycling |
- |
|
- |
|
- |
|
- |
|
(40) |
|
40 |
|
- |
Contributions of equity, net of transaction costs |
1 |
|
- |
|
- |
|
- |
|
- |
|
- |
|
1 |
Transactions with Shareholders |
1 |
|
- |
|
- |
|
- |
|
117 |
|
40 |
|
158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at 30 June 2024 (Unaudited) |
380 |
|
65,960 |
|
7,656 |
|
622 |
|
1,151 |
|
(1,436) |
|
74,333 |
Unaudited Interim Condensed Consolidated Statement of Cash Flows
For the six months ended 30 June 2024
|
Six months |
|
Six months |
|
Year ended |
|
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Cash flow from operating activities: |
|
|
|
|
|
(Loss)/profit before tax |
(1,641) |
|
(1,333) |
|
1,123 |
Finance cost |
1,385 |
|
1,716 |
|
2,166 |
Operating (loss)/profit |
(256) |
|
383 |
|
3,289 |
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
- Depreciation of property, plant and equipment |
1,105 |
|
1,006 |
|
2,128 |
- Impairment losses of financial assets |
18 |
|
(1) |
|
(101) |
- Amortisation of intangible assets |
2,260 |
|
2,321 |
|
4,516 |
- Impairment of intangible assets |
- |
|
389 |
|
760 |
- (profit)/Loss on disposal of non-current assets |
(7) |
|
- |
|
23 |
- Share-based payment expense |
157 |
|
120 |
|
225 |
Operating cash flow before movements in working capital |
3,277 |
|
4,218 |
|
10,840 |
(Increase)/decrease in inventories |
(397) |
|
(952) |
|
1,481 |
Decrease in trade and other receivables |
2,747 |
|
3,096 |
|
104 |
Increase/(decrease) in trade and other payables |
824 |
|
(2,296) |
|
(2,590) |
Cash generated by operating activities |
6,451 |
|
4,066 |
|
9,835 |
Tax paid |
(622) |
|
(370) |
|
(1,615) |
Tax receipt |
- |
|
- |
|
- |
Net cash from operating activities |
5,829 |
|
3,696 |
|
8,220 |
|
|
|
|
|
|
Cash flow from investing activities: |
|
|
|
|
|
Acquisition of subsidiaries, net of cash acquired |
- |
|
(2,933) |
|
(2,933) |
Purchases of property, plant and equipment |
(312) |
|
(242) |
|
(820) |
Expenditure in respect of intangible assets |
(622) |
|
(414) |
|
(1,587) |
Net cash used by investing activities |
(934) |
|
(3,589) |
|
(5,340) |
|
|
|
|
|
|
Cash flow from financing activities: |
|
|
|
|
|
Net proceeds from issuance of ordinary shares |
- |
|
- |
|
- |
Drawdown in interest-bearing borrowings |
- |
|
1,838 |
|
3,165 |
Repayment of interest-bearing borrowings |
(3,203) |
|
(2,276) |
|
(3,581) |
Leasing obligation repayments |
(579) |
|
(479) |
|
(999) |
Interest paid |
(1,069) |
|
(755) |
|
(1,391) |
Net cash from financing activities |
(4,851) |
|
(1,672) |
|
(2,806) |
|
|
|
|
|
|
Net (decrease)/increase in cash and cash equivalents |
44 |
|
(1,565) |
|
74 |
Net foreign exchange difference |
(91) |
|
(408) |
|
(83) |
Cash and cash equivalents at beginning of period |
5,622 |
|
5,631 |
|
5,631 |
Cash and cash equivalents at end of period |
5,575 |
|
3,658 |
|
5,622 |
|
|
|
|
|
|
Notes to the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2024
1. Corporate information
The Interim Condensed Consolidated Financial Statements of Venture Life Group plc and its subsidiaries (collectively, the Group) for the six months ended 30 June 2024 ("the Interim Financial Statements") were approved and authorised for issue in accordance with a resolution of the directors on 30 September 2024.
Venture Life Group plc ("the Company") is domiciled and incorporated in the United Kingdom, and is a public company whose shares are publicly traded on AIM. The Group's principal activities are the development, manufacture and distribution of healthcare and dermatology products.
2. Basis of preparation
The interim financial information in this report has been prepared using accounting policies consistent with International Financial Reporting Standards ("IFRS") as adopted by the UK within the meaning of section 343 of the companies act 2006. IFRS is subject to amendment and interpretation by the International Accounting Standards Board (IASB) and the IFRS Interpretations Committee (IFRIC) and there is an ongoing process of review and endorsement by the UK Endorsement Board. The financial information has been prepared based on IFRS that the Directors expect to be adopted by the UK and applicable as at 31 December 2024. The Group has chosen not to adopt IAS 34 "Interim Financial Statements" in preparing the interim financial information.
The financial information contained in the Interim Financial Statements, which are unaudited, does not constitute statutory accounts in accordance with the Companies Act 2006. The financial information for the year ended 31 December 2023 is extracted from the statutory accounts for that year which have been delivered to the Registrar of Companies and on which the auditor issued an unqualified opinion and did not draw attention to any matters by way of emphasis and did not contain a statement under section 498(2) or (3) of the Act.
3. Accounting policies
The accounting policies adopted in the preparation of the Interim Financial Statements are consistent with those followed in the preparation of the Consolidated Financial Statements for the year ended 31 December 2023.
Foreign currencies
The assets and liabilities of foreign operations are translated into sterling at exchange rates ruling at the balance sheet date. Revenues generated and expenses incurred in currencies other than sterling are translated into sterling at rates approximating to the exchange rates ruling at the dates of the transactions. Foreign exchange differences arising on retranslation of assets and liabilities of foreign operations are recognised directly in the foreign currency translation reserve.
The sterling/euro exchange and sterling/SEK rates used in the Interim Financial Statements and prior reporting periods are as follows:
Sterling/euro exchange rates |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
Average exchange rate for period |
|
1.170 |
|
1.141 |
|
1.150 |
Exchange rate at the period end |
|
1.180 |
|
1.163 |
|
1.153 |
|
|
|
|
|
|
|
Sterling/SEK exchange rates |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
Average exchange rate for period |
|
13.324 |
|
12.926 |
|
13.187 |
Exchange rate at the period end |
|
13.393 |
|
13.710 |
|
12.830 |
|
|
|
|
|
|
|
4. Segmental information
Management has determined the operating segments based on the reports reviewed by the Group Board of Directors (Chief Operating Decision Maker) that are used to make strategic decisions. The Board considers the business from a line-of-service perspective and uses operating profit/(loss) as its profit measure. The operating profit/(loss) of operating segments is prepared on the same basis as the Group's accounting operating profit/(loss) before exceptional items (see note 6). In line with the 2023 Consolidated Financial Statements, the operations of the Group are segmented as VLG Brands, which includes sales of healthcare and skin care products under distribution agreements and direct to UK retailers, and Customer Brands, which includes development and manufacturing.
The following is an analysis of the Group's revenue and results by reportable segment.
|
|
VLG Brands |
|
Customer Brands |
|
Eliminations |
|
Consolidated Group |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Six months to 30 June 2024 |
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
External Sales |
|
13,819 |
|
9,635 |
|
- |
|
23,454 |
Inter-segment sales |
|
613 |
|
1,911 |
|
(2,524) |
|
- |
Total revenue |
|
14,432 |
|
11,546 |
|
(2,524) |
|
23,454 |
|
|
|
|
|
|
|
|
|
Results |
|
|
|
|
|
|
|
|
Operating (loss)/profit before exceptional items and excluding central administrative costs |
|
1,401 |
|
1,195 |
|
- |
|
2,596 |
|
|
|
|
|
|
|
|
|
|
|
VLG Brands |
|
Customer Brands |
|
Eliminations |
|
Consolidated Group |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Six months to 30 June 2023 |
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
External Sales |
|
12,875 |
|
10,579 |
|
- |
|
23,454 |
Inter-segment sales |
|
683 |
|
3,637 |
|
(4,320) |
|
- |
Total revenue |
|
13,558 |
|
14,216 |
|
(4,320) |
|
23,454 |
|
|
|
|
|
|
|
|
|
Results |
|
|
|
|
|
|
|
|
Operating (loss)/profit before exceptional items and excluding central administrative costs* |
|
1,097 |
|
1,752 |
|
- |
|
2,849 |
|
|
|
|
|
|
|
|
|
|
|
VLG Brands |
|
Customer Brands |
|
Eliminations |
|
Consolidated Group |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Twelve months to 31 December 2023 |
|
|
|
|
|
|
|
|
Revenue |
|
|
|
|
|
|
|
|
External sales |
|
30,727 |
|
20,684 |
|
- |
|
51,411 |
Inter-segment sales |
|
1,902 |
|
6,647 |
|
(8,549) |
|
- |
Total revenue |
|
32,629 |
|
27,331 |
|
(8,549) |
|
51,411 |
|
|
|
|
|
|
|
|
|
Results |
|
|
|
|
|
|
|
|
Operating profit before exceptional items and excluding central administrative costs |
|
5,316 |
|
3,502 |
|
- |
|
8,818 |
|
|
|
|
|
|
|
|
|
*Prior year figures have been re-analysed for the six months ended 30 June 2023 due to an error.
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Operating profit before exceptional items and excluding central administrative costs |
|
2,596 |
|
2,849 |
|
8,818 |
Central administrative costs |
|
(2,495) |
|
(2,249) |
|
(4,890) |
Exceptional expenses |
|
(357) |
|
(217) |
|
(639) |
Operating (loss)/profit |
|
(256) |
|
383 |
|
3,289 |
Net finance cost |
|
(1,385) |
|
(1,716) |
|
(2,166) |
(Loss)/profit before tax |
|
(1,641) |
|
(1,333) |
|
1,123 |
, |
|
|
|
|
|
|
5. Amortisation of intangible assets
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
Amortisation of: |
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Acquired intangible assets |
|
(791) |
|
(794) |
|
(1,586) |
Patents, trademarks and other intangible assets |
|
(891) |
|
(1,189) |
|
(2,061) |
Capitalised development costs |
|
(578) |
|
(338) |
|
(869) |
|
|
(2,260) |
|
(2,321) |
|
(4,516) |
|
|
|
|
|
|
|
6. Exceptional items
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Prospective M&A costs |
|
(110) |
|
- |
|
(86) |
Integration of acquisitions |
|
(89) |
|
(160) |
|
(277) |
Restructuring costs |
|
(158) |
|
(57) |
|
(276) |
|
|
(357) |
|
(217) |
|
(639) |
|
|
|
|
|
|
|
The Group treats costs as exceptional items where their frequency and nature warrant being separately classified. In the six-month period to 30 June 2024, the Group incurred restructuring costs of
7. Finance costs
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
On loans and overdrafts |
|
721 |
|
802 |
|
1,613 |
Loss on non-substantial modification of Revolving Credit Facility |
|
151 |
|
- |
|
- |
Amortised finance issue costs |
|
115 |
|
183 |
|
199 |
Interest on lease liabilities |
|
100 |
|
34 |
|
72 |
Net exchange difference |
|
298 |
|
697 |
|
297 |
|
|
1,385 |
|
1,716 |
|
2,181 |
|
|
|
|
|
|
|
8. Taxation
The Group calculates the income tax expense for the period using the tax rate that would be applicable to the earnings in the six months to 30 June 2024. The major components of income tax expense in the Interim Condensed Statement of Comprehensive Income are as follows:
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
|
|
|
|
|
|
|
Current income tax |
|
(487) |
|
(599) |
|
(1,013) |
Deferred income tax expense related to origination and reversal of timing differences |
441 |
|
424 |
|
811 |
|
Income tax (expense)/credit recognised in statement of comprehensive income |
(46) |
|
(175) |
|
(202) |
|
|
|
|
|
|
|
|
The current income tax expense is based on the profits of the businesses based in Italy and Netherlands. The UK based businesses have utilised tax losses and thus have no current income tax expense.
At the period end, the estimated tax losses amounted to
9. Other comprehensive income/(expense)
Other comprehensive income/(expense) represents the foreign exchange difference on the translation of the assets, liabilities and reserves of Biokosmes and PharmaSource which have functional currencies of Euros and the Swedish entities which have functional currencies in Swedish Krona (SEK). The movement is shown in the foreign currency translation reserve between the date of acquisition of Biokosmes, when the GBP/EUR rate was 1.193 and the balance sheet date rate at 30 June 2024 of 1.180 (at 31 December 2023 of 1.153 and at 30 June 2023 of 1.163) together with the same computation for PharmaSource BV between the date of acquisition when the GBP/EUR rate was 1.185 and the balance sheet date rate at 30 June 2024 of 1.180. The movement for Sweden is shown in the foreign currency translation reserve between the date of acquisition of BBI Healthcare, when the GBP/SEK rate was 11.742 and the balance sheet date rate at 30 June 2024 of 13.393 (at 31 December 2023 of 12.830 and at 30 June 2023 of 13.710). The result is an amount that may subsequently be reclassified to profit and loss.
10. Earnings per share
|
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
Weighted average number of ordinary shares in issue |
|
126,529,587 |
|
126,498,197 |
|
126,498,197 |
(Loss)/profit attributable to equity holders of |
(1,687) |
|
(1,508) |
|
921 |
|
Basic (loss)/profit per share (pence) |
|
(1.33) |
|
(1.19) |
|
0.73 |
Diluted (loss)/profit per share (pence) |
|
(1.33) |
|
(1.19) |
|
0.68 |
Adjusted profit per share (pence) |
|
0.40 |
|
0.91 |
|
5.58 |
Diluted adjusted profit per share (pence) |
|
0.37 |
|
0.86 |
|
5.21 |
|
|
|
|
|
|
|
Adjusted earnings per share is profit after tax excluding amortisation, exceptional items and share based payments. Diluted adjusted earnings per share is profit after tax excluding amortisation, exceptional items and share based payments, diluted by the inclusion of 10,194,015 stock options and 404,599 long-term incentive plan awards ("LTIP's"). Including this dilution, the weighted average number of ordinary shares for the diluted EPS calculation is 137,128,201 (30 June 2023: 133,506,827; 31 December 2023: 133,635,025) shares.
In circumstances where the Basic and Adjusted results per share attributable to ordinary shareholders are a loss then the respective diluted figures are identical to the undiluted figures. This is because the exercise of share options would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of IAS 33.
11. Intangible assets
At the reporting date the Goodwill generated from the acquisitions of Biokosmes Srl in March 2014, Periproducts Limited in March 2016, Dentyl in August 2018, PharmaSource BV in 2020, BBI Healthcare in June 2021, Helsinn in August 2021 and HL Healthcare in November 2022 accounted for
|
Development Costs |
Brands |
Patents and Trademarks |
Goodwill |
Other Intangible Assets |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cost or valuation: |
|
|
|
|
|
|
At 1 January 2023 |
5,119 |
29,375 |
1,059 |
39,652 |
13,523 |
88,728 |
Additions |
411 |
- |
3 |
- |
- |
414 |
Disposals |
- |
- |
- |
- |
- |
- |
Foreign exchange |
(182) |
- |
(20) |
(428) |
(94) |
(724) |
At 30 June 2023 |
5,348 |
29,375 |
1,042 |
39,224 |
13,429 |
88,418 |
Additions |
966 |
- |
207 |
- |
- |
1,173 |
Disposals |
(22) |
- |
- |
- |
- |
(22) |
Foreign exchange |
98 |
- |
5 |
123 |
26 |
252 |
At 31 December 2023 |
6,390 |
29,375 |
1,254 |
39,347 |
13,455 |
89,821 |
Additions |
611 |
- |
11 |
|
|
622 |
Foreign exchange |
(164) |
- |
(16) |
(328) |
(71) |
(579) |
At 30 June 2024 |
6,837 |
29,375 |
1,249 |
39,019 |
13,384 |
89,864 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation: |
|
|
|
|
|
|
At 1 January 2023 |
2,780 |
2,344 |
693 |
- |
4,217 |
10,034 |
Charge for the period |
338 |
1,115 |
74 |
- |
794 |
2,321 |
Impairment charge |
- |
- |
- |
389 |
- |
389 |
Foreign exchange |
(89) |
- |
(12) |
- |
(71) |
(172) |
At 30 June 2023 |
3,029 |
3,459 |
755 |
389 |
4,940 |
12,572 |
Charge for the period |
531 |
802 |
70 |
- |
792 |
2,195 |
Impairment charge |
- |
- |
- |
371 |
- |
371 |
Foreign exchange |
44 |
|
3 |
2 |
22 |
71 |
At 31 December 2023 |
3,604 |
4,261 |
828 |
762 |
5,754 |
15,209 |
Charge for the period |
578 |
803 |
88 |
|
791 |
2,260 |
Foreign exchange |
(91) |
- |
(11) |
(9) |
(61) |
(172) |
At 30 June 2024 |
4,091 |
5064 |
905 |
753 |
6,484 |
17,297 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount: |
|
|
|
|
|
|
At 31 December 2023 |
2,786 |
25,114 |
426 |
38,585 |
7,701 |
74,612 |
At 30 June 2023 |
2,319 |
25,916 |
287 |
38,835 |
8,489 |
75,846 |
At 30 June 2024 |
2,746 |
24,311 |
344 |
38,266 |
6,900 |
72,567 |
|
|
|
|
|
|
|
12. Property, Plant & Equipment
The carrying value of property, plant & equipment at 30 June 2024 increased to
|
Plant & Equipment |
Other Equipment |
Land & Buildings |
Right of Use Assets |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
Cost or valuation: |
|
|
|
|
|
At 1 January 2023 |
6,639 |
279 |
1,430 |
7,839 |
16,187 |
Additions |
215 |
12 |
15 |
34 |
276 |
Disposals |
(202) |
(2) |
- |
- |
(204) |
Foreign exchange |
(456) |
(8) |
(97) |
(207) |
(768) |
At 30 June 2023 |
6,196 |
281 |
1,348 |
7,666 |
15,491 |
Additions |
550 |
28 |
- |
1,568 |
2,146 |
Disposals |
(9) |
(2) |
- |
- |
(11) |
Foreign exchange |
286 |
3 |
74 |
59 |
422 |
At 31 December 2023 |
7,023 |
310 |
1,422 |
9,293 |
18,048 |
Additions |
299 |
13 |
- |
774 |
1,086 |
Disposals |
- |
(12) |
- |
(481) |
(493) |
Foreign exchange |
(281) |
(7) |
(48) |
(195) |
(531) |
At 30 June 2024 |
7,041 |
304 |
1,374 |
9,391 |
18,110 |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation: |
|
|
|
|
|
At 1 January 2023 |
2,565 |
175 |
132 |
3,225 |
6,097 |
Charge for the period |
420 |
16 |
49 |
521 |
1,006 |
Disposals |
(202) |
(2) |
- |
- |
(204) |
Foreign exchange |
(271) |
(4) |
(40) |
(99) |
(414) |
At 30 June 2023 |
2,512 |
185 |
141 |
3,647 |
6,485 |
Charge for the period |
446 |
21 |
48 |
607 |
1,122 |
Disposals |
(8) |
(2) |
- |
- |
(10) |
Foreign exchange |
191 |
1 |
33 |
32 |
257 |
At 31 December 2023 |
3,141 |
205 |
222 |
4,286 |
7,854 |
Charge for the period |
428 |
23 |
43 |
611 |
1,105 |
Disposals |
(12) |
- |
- |
(323) |
(335) |
Foreign exchange |
(174) |
(4) |
(23) |
(94) |
(295) |
At 30 June 2024 |
3,383 |
224 |
242 |
4,480 |
8,329 |
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount: |
|
|
|
|
|
At 31 December 2023 |
3,882 |
105 |
1,200 |
5,007 |
10,194 |
At 30 June 2023 |
3,684 |
96 |
1,207 |
4,019 |
9,006 |
At 30 June 2024 |
3,658 |
80 |
1,132 |
4,911 |
9,781 |
|
|
|
|
|
|
13. Share capital, share premium and merger reserve
|
|
Ordinary shares of 0.3p each |
|
Ordinary |
|
Share |
|
Merger |
|
|
|
|
|
|
|
||
No. |
|
£'000 |
|
£'000 |
|
£'000 |
||
|
|
|
|
|
|
|
|
|
Audited at 31 December 2023 |
|
126,498,197 |
|
379 |
|
65,960 |
|
7,656 |
|
|
|
|
|
|
|
|
|
Unaudited at 30 June 2024 |
|
126,647,713 |
|
380 |
|
65,960 |
|
7,656 |
|
|
|
|
|
|
|
|
|
During the period 31 December 2023 to 30 June 2024 149,516 shares were issued for total consideration
14. Related party transactions
The following transactions with related parties are considered by the Directors to be significant for the interpretation of the Interim Condensed Financial Statements for the six-month period to 30 June 2024 and the balances with related parties at 30 June 2024 and 30 June 2023:
Key transactions with other related parties:
Braguts' Real Estate Srl (formally known as Biokosmes Immobiliare Srl), a company 100% owned by Gianluca Braguti (a Director and shareholder of the Group) provided property lease services to the Development and Manufacturing business totalling
15. Financial instruments
Set out below is an overview of financial instruments held by the Group as at:
|
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
|||
|
Loans and receivables |
Total financial assets |
|
Loans and receivables |
Total financial assets |
|
Loans and receivables |
Total financial assets |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
Financial assets: |
|
|
|
|
|
|
|
|
Trade and other receivables (a) |
12,993 |
12,993 |
|
12,785 |
12,785 |
|
15,615 |
15,615 |
Cash and cash equivalents |
5,575 |
5,575 |
|
3,658 |
3,658 |
|
5,622 |
5,622 |
Total |
18,568 |
18,568 |
|
16,443 |
16,443 |
|
21,237 |
21,237 |
|
|
|
|
|
|
|
|
|
|
30-Jun-23 |
|
30-Jun-23 |
|
31-Dec-23 |
|||
|
Liabilities (amortised cost) |
Total financial liabilities |
|
Liabilities (amortised cost) |
Total financial liabilities |
|
Liabilities (amortised cost) |
Total financial liabilities |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
|
£'000 |
£'000 |
Financial liabilities: |
|
|
|
|
|
|
|
|
Trade and other payables (b) |
9,478 |
9,478 |
|
8,912 |
8,912 |
|
9,066 |
9,066 |
Lease obligations |
5,021 |
5,021 |
|
4,018 |
4,018 |
|
5,094 |
5,094 |
Interest bearing |
16,125 |
16,125 |
|
19,004 |
19,004 |
|
19,298 |
19,298 |
Total |
30,624 |
30,624 |
|
31,934 |
31,934 |
|
33,458 |
33,458 |
|
|
|
|
|
|
|
|
|
(a) Trade and other receivables excludes prepayments.
(b) Trade and other payables excludes deferred revenue.
16. Alternative performance measures
The Group uses certain financial measures that are not defined or recognised under IFRS. The Directors believe that these non-GAAP measures supplement GAAP measures to help in providing a further understanding of the results of the Group and are used as key performance indicators within the business to aid in evaluating its current business performance. The measures can also aid in comparability with other companies who use similar metrics. However, as the measures are not defined by IFRS, other companies may calculate them differently or may use such measures for different purposes to the Group.
Measure |
Definition |
Reconciliation to GAAP measure |
EBITDA and Adjusted EBITDA |
Earnings before interest, tax, depreciation, amortisation and impairment (EBITDA) and Adjusted EBITDA which is defined as EBITDA excluding share-based payment charges and exceptional items. |
Note a below |
Operating profit before amortisation and exceptional items |
Operating profit before amortisation and exceptional items. |
Note b below |
Free cash flow |
Free cash flow is defined as net cash generated from operations less cash payments made for leases and capital expenditure. |
Note c below |
Net debt |
Net debt is defined as the Group's gross bank debt position net of cash. |
Note d below |
Net leverage |
Net leverage calculated as net debt (excl. finance leases) and Adjusted EBITDA on a trailing 12-month basis. |
Note e below |
Adjusted earnings per share |
Adjusted earnings per share is profit after tax excluding amortisation (excluding charged on Development costs), exceptional items and share based payments.
Diluted adjusted earnings per share is profit after tax excluding amortisation (excluding charged on Development costs), exceptional items and share based payments, diluted by the inclusion of stock options and long-term incentive plan awards |
Note f below |
|
|
|
a) EBITDA and Adjusted EBITDA |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Operating (loss)/profit |
|
(256) |
|
383 |
|
3,289 |
Add back: |
|
|
|
|
|
|
Depreciation |
|
1,105 |
|
1,006 |
|
2,128 |
Amortisation |
|
2,260 |
|
2,321 |
|
4,516 |
Impairment charge |
|
- |
|
389 |
|
760 |
EBITDA |
|
3,109 |
|
4,099 |
|
10,693 |
Add back: |
|
|
|
|
|
|
Share-based payment charge |
|
157 |
|
120 |
|
225 |
Exceptional costs |
|
357 |
|
217 |
|
639 |
Adjusted EBITDA |
|
3,623 |
|
4,436 |
|
11,557 |
|
|
|
|
|
|
|
b) Operating profit before amortisation and exceptional items |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Operating (loss)/profit |
|
(256) |
|
383 |
|
3,289 |
Add back: |
|
|
|
|
|
|
Amortisation |
|
2,260 |
|
2,321 |
|
4,516 |
Impairment charge |
|
- |
|
389 |
|
760 |
Exceptional costs |
|
357 |
|
217 |
|
639 |
Operating profit before amortisation and exceptional items |
|
2,361 |
|
3,310 |
|
9,204 |
c) Reconciliation of free cash flow |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Net cash generated by operating activities |
|
5,829 |
|
3,696 |
|
8,220 |
Capital expenditure |
|
(934) |
|
(656) |
|
(2,407) |
Lease payments |
|
(579) |
|
(479) |
|
(999) |
Free cash flow |
|
4,316 |
|
2,561 |
|
4,814 |
d) Net debt / (cash) |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Cash and cash equivalents |
|
(5,575) |
|
(3,658) |
|
(5,622) |
Interest bearing borrowings - Invoice financing - current |
|
- |
|
- |
|
616 |
Interest bearing borrowings - Bank Loans - current |
|
- |
|
- |
|
16,467 |
Interest bearing borrowings - Subordinated Loan (deferred consideration) - current |
|
2,329 |
|
- |
|
2,215 |
Interest bearing borrowings - Bank Loans - non-current |
|
13,796 |
|
16,898 |
|
- |
Interest bearing borrowings - Subordinated Loan (deferred consideration) - non-current |
|
- |
|
2,106 |
|
- |
Net debt (excl finance leases) |
|
10,550 |
|
15,346 |
|
13,676 |
Interest bearing borrowings - Leasing obligations - current |
|
1,139 |
|
761 |
|
1,044 |
Interest bearing borrowings - Leasing obligations - non-current |
|
3,882 |
|
3,257 |
|
4,050 |
Net debt (incl finance leases) |
|
15,571 |
|
19,364 |
|
18,770 |
|
|
|
|
|
|
|
e) Net leverage |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
Net debt (excl finance leases) |
|
10,550 |
|
15,346 |
|
13,676 |
|
|
|
|
|
|
|
Adjusted EBITDA |
|
3,623 |
|
4,436 |
|
11,557 |
Adjustment to increase adjusted EBITDA to trailing 12 month basis - as reported |
|
7,121 |
|
5,637 |
|
- |
Adjustment to include mid year acquisition on trailing 12 month basis |
|
- |
|
1,391 |
|
- |
12 month trailing adjusted EBITDA |
|
10,744 |
|
11,464 |
|
11,557 |
deduct: |
|
|
|
|
|
|
Lease payments for 12 month period |
|
(1,099) |
|
(1,041) |
|
(999) |
Adjusted EBITDA for net leverage |
|
9,645 |
|
10,423 |
|
10,558 |
|
|
|
|
|
|
|
Net leverage |
|
1.09x |
|
1.47x |
|
1.30x |
|
|
|
|
|
|
|
f) Adjusted earnings per share |
|
Six months |
|
Six months |
|
Year ended |
30-Jun-24 |
|
30-Jun-23 |
|
31-Dec-23 |
||
|
|
(Unaudited) |
|
(Unaudited) |
|
(Audited) |
|
|
|
|
|
|
|
|
|
£'000 |
|
£'000 |
|
£'000 |
(Loss)/Profit for the period attributable to the equity shareholders of the parent |
|
(1,687) |
|
(1,508) |
|
921 |
Amortisation (excluding charged on Development costs) |
|
1,682 |
|
1,983 |
|
3,647 |
Exceptional costs |
|
357 |
|
217 |
|
639 |
Share-based payment charge |
|
157 |
|
120 |
|
225 |
Adjusted Earnings |
|
509 |
|
812 |
|
5,432 |
|
|
|
|
|
|
|
Weighted average number of ordinary shares in issue |
|
126,529,587 |
|
126,498,197 |
|
126,498,197 |
Adjusted profit per share (pence) |
|
0.40 |
|
0.64 |
|
4.29 |
|
|
|
|
|
|
|
Weighted average number of ordinary shares for the diluted EPS |
|
137,128,201 |
|
133,506,827 |
|
133,635,025 |
Diluted adjusted profit per share (pence) |
|
0.37 |
|
0.61 |
|
4.06 |
17. Post Balance Sheet Event
There are no post balance sheet events.
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