TIDMVLG

RNS Number : 2287A

Venture Life Group PLC

22 September 2022

22 September 2022

VENTURE LIFE GROUP PLC

("Venture Life", "VLG" or the "Group")

Unaudited interim results for the six months ended 30 June 2022

Strong trading in H1 demonstrating resilience of model and continued confidence in full year outlook

Venture Life Group plc (AIM: VLG), a leader in developing, manufacturing and commercialising products for the self-care market, presents its unaudited interim results for the six months ended 30 June 2022.

Financial Highlights

   --      Revenue growth of +36% to GBP18.9 million (2021: GBP13.9 million) 

-- Gross profit margin increased +55% to GBP7.7 million (2021: GBP4.9 million), gross margin percentage increased 5.0 percentage points to 40.6% (2021: 35.6%)

-- Adjusted EBITDA1 increased +74% to GBP3.3million (2021: GBP1.9 million), Adjusted EBITDA(1) margin increased to 17.6% (2021: 14.0%)

   --      Operating profit GBP0.4 million (2021: loss of GBP0.2 million) 
   --      Profit before tax, amortisation and exceptional items GBP1.7 million (2021: GBP1.3 million) 

-- Adjusted earnings per share2 1.43p (2021: 0.83p), Basic earnings per share (0.18)p (2021: (0.37)p

   --      Cash generated by operating activities of GBP1.8 million (2021: outflow GBP(0.6) million) 

Commercial Highlights

-- Significant organic revenue growth delivered within the recent acquisitions of BBIH and HICP at 10.2% and 5.5% respectively, representing an overall combined growth of 9.5% from these acquisitions (on a pro-forma(3) basis)

-- Six new deals signed, including new distribution partners for Pomi-T in The Netherlands and Singapore plus an additional partner for the Lift brand in Ireland.

-- Three in-market product launches through existing blue-chip partners, including key launch in Brazil for BV treatment

   --      Increased distribution achieved in Asda (Balance Activ), wilko (Dentyl) and B&M (Dentyl) 

Post period end

-- Trading in line with management expectations and order book is c30% ahead of the same time last year on a like for like basis (excl. H1'23 orders)

   --      A new five year distribution agreement completed on Balance Activ in Austria 
   --      Seven new in-market international product launches 

1 Adjusted EBITDA is EBITDA before deduction of exceptional items (see note 6) and share based payments (see note 15 for reconciliation)

2 Adjusted earnings per share is profit after tax excluding amortisation, exceptional items (see note 6) and share-based payments

3 Pro-forma basis i.e. if the acquisitions had been in place for all of the prior year

Jerry Randall, CEO of Venture Life Group plc commented: "I am pleased to report these strong trading figures in the context of the challenging economic and trading environment we are currently experiencing and demonstrates the resilience of our business model in the face of these headwinds. I congratulate the whole Venture Life team for their outstanding agility, tenacity and commitment in this first half. The acquisitions we made in 2021 are now fully integrated into the business and have delivered growth as expected in the first half of the year, and have contributed to our improved gross margin percentage. Whilst operating cash conversion (before working capital movements) has been high (94% of adjusted EBITDA(1) ), we have continued to invest in inventory to ensure we can supply our customers. The supply chain challenges experienced in 2021 have continued into 2022, in terms of both cost and availability, particularly impacted by the significant increase in energy prices. The support from our customers accepting the price increases that we have put through during the first half of the year has gone some way to mitigating the supply side cost increases. We have encouraged customers to order further ahead in order that we can guarantee supply, and I thank our customers for their proactivity in this. There is no doubt that the coming 12 months will continue to present challenges in the uncertain and volatile global environment, but it also provides opportunities for us, including the Group receiving many inbound enquiries from both existing and new customers who have been let down by their current suppliers, unable to supply in this challenging environment. We have traded well in the first half of the year, and the second half continues to progress in line with our expectations, and whilst we all face uncertainties on the coming months, the Group expects to deliver full year revenue and adjusted EBITDA(1) in line with market expectations."

For further information, please contact:

 
 Venture Life Group PLC                                 +44 (0) 1344 578004 
 Jerry Randall, Chief Executive Officer 
  Daniel Wells, Chief Financial Officer 
 
                                                          +44 (0) 20 7397 
   Cenkos Securities plc (Nomad and Joint Broker)         8900 
 Michael Johnson / Russell Kerr (Sales) 
  Stephen Keys / Camilla Hume (Corporate Finance) 
 
                                                          +44 (0) 20 7496 
   Singer Capital Markets (Joint Broker)                  3000 
 Jonathan Dighe (Sales) 
  Shaun Dobson / Alaina Wong (Corporate Finance) 
 
 
 

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 UK, Italy, The Netherlands and Sweden, the Group's product portfolio includes some key products such as the UltraDEX and Dentyl oral care product ranges, the Balance Active range in the area of women's intimate healthcare, the Lift and Glucogel product ranges for hypoglycaemia, Gelclair and Pomi-T for oncology support, products for fungal infections and proctology, and dermo-cosmetics for addressing the signs of ageing. Its products are sold in over 90 countries worldwide.

The products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies and grocery multiples. In the UK and The Netherlands these are supplied direct by the company to retailers, elsewhere they are supplied by the Group's international distribution partners.

Through its two Development & Manufacturing operations in Italy and Sweden, the Group also provides development and manufacturing services to companies in the medical devices and cosmetic sectors.

Non-Executive Chair's Statement

The Group has seen continued momentum from the second half of last year, delivering strong first half growth in revenue, gross margin and adjusted EBITDA(1) against the comparative period not withstanding ongoing disruption within the supply chain. We are thankful for our exceptional people across our UK, Italy, Sweden and The Netherlands businesses, being proactive in meeting the challenges and the support of our customers. Whilst challenges remain, there are signs that these have now plateaued and are becoming more manageable.

The acquisitions of BBI Healthcare (BBIH) on 4 June 2021 and Helsinn (HICP) on 6 August 2021 are strong brands enabling value creation; they are continuing to perform well and have proven to be valuable additions to the Group which have both delivered first half growth and positively impacted gross margins, and we are confident in their continued growth.

Our principal manufacturing site of Biokosmes has met the increased customer demand, integrated our new acquisitions extremely well and demonstrated consistency in this higher output with capacity still available to continue our growth ambitions.

The combination of strength of our order book to date and investment in inventory to secure the delivery of it underpins our confidence in delivering full year results in line with market expectations.

The Group still has a significant level of undeployed funds from the Revolving Credit Facility that was put in place in June 2021, and we are continuing to actively review a number of brands with strong growth potential that could make use of this facility and build on the strong acquisitions already made.

Paul McGreevy

Non-executive Chair

22 September 2022

Chief Executive Officer's Statement

Operating review

The Group delivered an overall 36% growth in revenues to GBP18.9 million (2021: GBP13.9 million) in the first half. On a pro-forma basis, which assumes the acquisitions had been in place for all of the comparative period, overall Group revenues have increased GBP0.3m or 1.7% compared to the same period last year.

The recent acquisitions of BBIH and HICP contributed a significant GBP6.3 million to first half revenues and achieved growth of 9.5% over the same period last year on a pro-forma basis i.e. if the acquisitions had been in place since the start of the year.

Outside of these acquisitions, performance of the legacy revenues were akin H1 with 2021 at GBP12.6 million (H1 2021: GBP12.8 million). This revenue reflected growth of GBP0.4m / 4.6% in the customer brands business, offset by lower revenues in the VLG legacy brands of GBP0.6m / 14.3% in this first half as a result of lower international sales which will be more weighted towards the second half than in previous year. VLG legacy brands in the UK were broadly in line with the previous year.

The Group comprises two segments: Venture Life Brands and Customer Brands which respectively accounted for 52.8% and 47.2% of first half revenues.

The Venture Life Brands business reported revenues of GBP10.0 million (H1 2021: reported GBP4.9 million). The revenue increase of GBP5.1 million on a reported basis has been driven by the impact of the recent acquisitions which contributed an incremental GBP5.7 million during the period, offset partially by a decline in the legacy business of GBP0.6 million. On a pro-forma basis these brands held flat year on year (H1 2021: pro-forma GBP10.0 million).

The Customer Brands business reported first half revenues of GBP8.9 million, an increase of GBP0.4m / 4.6% over the previous year. As well as developing and manufacturing the majority of the Venture Life brands, this part of the business is also focused on the development and manufacture of products on behalf of third parties, sold under their brands.

In line with the Group's M&A strategy, the growth of the higher margin VLG Brands exceed that of our Customer Brands and has driven upwards the overall revenue contribution from our VLG Brands and in turn driven continued improvement in gross margin against the comparative H1 period. We expect this to increase going forward through organic growth and as the Group continues to explore selective brand acquisitions.

First half absolute Gross margin of GBP7.7 million increased GBP2.7 million / 55% over the previous year (H1 2021: GBP4.9 million) and delivered a significant gross margin percentage improvement of 5.0% to 40.6% (H1 2021: 35.6%). The positive step-up in gross margin percentage has been driven by the newly acquired brands of 6.2%, offset partially by an adverse 0.3% impact from further cost increases (net of customer price increase VLG has passed on) and an adverse product mix impact of 0.9% on the legacy business due to a higher proportion of revenues coming from lower margin customer brands than compared with the prior year.

The increased supply prices and transport costs have been widely reported globally and we have not been immune to this. We experienced these issues in 2021 and they are persisting in 2022. There are challenges around price, availability and delivery lead times of raw materials and packaging, that our team must manage daily. Significant increased energy prices affect operational costs and supplier component and material costs, with inflationary pressure and logistic challenges. The Group has continued to use mitigation strategies, passing on price increases where possible, securing continuity of supply and fixing prices within the supply base as well as sourcing alternative suppliers.

The Group generated adjusted EBITDA(1) of GBP3.3 million for the year (2021: GBP1.9 million), an increase of 71.4% over the previous year and delivered an Adjusted EBITDA(1) margin of 17.6% (H1 2021: 14.0%). Operating profit increased to GBP0.4 million (2021: Operating loss GBP (0.2) million), an increase of GBP0.6 million against the comparative period.

Venture Life Group (VLG) Brands

Across the VLG Brands portfolio, since the beginning of the year there have been six new deals signed with our international partners including new partnerships in Germany, Netherlands and Singapore for Pomi-T, an additional partner for the Lift brand in Ireland and the deal with our new Chinese partner for oral care which was announced earlier this year. The online business has also been expanded into Germany with Balance Activ which launched in Q2 2022.

There have been three new in-market product launches by our partners in various countries including the launch of BV treatment in Brazil which was a key opportunity identified from the BBIH acquisition, and a further seven new launches that happened post period end.

Oral Care - UltraDEX and Dentyl

Overall oral care revenues fell 8% to GBP2.2 million (H1 2021: GBP2.4 million) through difficult market conditions in which the mouthwash category has seen a downturn and whilst a risk may persist for discretionary spend in this area, we feel that both brands are well positioned and well distributed within the market to weather any present or future challenges.

For Dentyl there was growth in sales through the value retailers with wilko, Savers and Home Bargains although this was offset by a weaker performance in grocery as consumers continue to migrate to the value retail channels as per recent market data (source: Nielsen). We believe that with our broad distribution base on Dentyl, the growth seen in value retailers and new launches into B&M that went live at the end of Q2, we are well placed to mitigate any downturn in this category resulting from changes in consumer discretionary spend at this time.

Within the international space, the launch of Dentyl in China through our new partner Samarkand plc was delayed by three months due to widespread lockdowns and although the goods have commenced selling in the local market, continued lockdowns remain a challenge. The development of these brands in this market will be monitored closely.

Looking forward, we are expecting a premium grocer to launch both Dentyl and UltraDex into their stores in Q4 of this year. We remain confident that with increased usage occasions coming through the latest data, coupled with the impact of distribution gains and increased range offered online, we will see a recovery in the second half revenue performance from these brands.

Women's Intimate Health - Balance Activ

On a global basis, Balance Activ delivered first half revenues of GBP2.2 million (H1 2021: pro-forma GBP2.5 million) a reduction of 9.4% versus the prior year. The performance against the comparative period has been adversely impacted by the conflict between Russia and the Ukraine which resulted in revenue loss from the local distributor, further, revenues from the newly developed fertility gel product which were included in the prior year pro-forma have not repeated. Stripping out these adverse impacts, the Balance Activ brand has delivered growth of 5% on the rest of the business.

In the previous year, this brand grew 33% in the UK which had been driven mostly by the annualization (full year impact) of Amazon sales. Our teams have leveraged this online success and used it as a platform to target new distribution opportunities in the UK, with a major pharmacy chain confirming the listing of Balance Activ NPD later this year. We have also increased the range offered through online channels in UK and launched the brand online in Germany in Q2 2022. Due to these factors, we expect to see revenue growth in the second half of the year from the retail side of this business.

Outside the UK, Balance Activ is currently launched in 26 countries with its largest partner, from which we expect to see good growth over 2021 based on revenues to date and orders in hand. In July 2021, the BV gel received registration approval in Brazil from ANVISA, its regulatory body and the product will launch in H2 2022, the first shipment to this market was completed in Q1 2022. In total, there have been three in-market launches for this product in the first six months of 2022, and six new launches post term.

With the initiatives already undertaken in the UK, coupled with very visible second half revenues from our international partners, we expect to see a good out-turn for the rest of this year for this brand.

Diabetes Management - Glucogel and Lift

Last year we acquired two brands within the diabetic management category - Glucogel and Lift. On a proforma basis, revenue for both brands collectively grew by 28.9% to GBP3.2 million (H1 2021: GBP2.5 million), driven by Lift, which is performing well across all channels. The brand is performing particularly well online due to increased traffic and has seen higher brand loyalty compared to its competition in this space.

In addition, Glucogel remains as the number 1 prescribed product for treating hypoglycaemia and is positioned towards more serious attacks. Revenues grew by 0.2% in the first half of 2022 on a proforma basis to GBP1.1 million. These revenues are protected by equalization deals in place with key pharmacies and, as such, we expect the business to remain steady moving forward through the year.

Oncology Support - Gelclair, Pomi-T & Xonrid

On a proforma basis, revenues grew by 5% to GBP0.9 million (H1 2021: GBP0.8 million). Prior to the acquisition of these brands, opportunities had been identified in key target markets and we have made commercial progress with new partnerships signed for Pomi-T in Germany, The Netherlands and Singapore. In addition, advanced discussions are ongoing for Gelclair in USA, Brazil and Canada.

Nail & Foot Care Portfolio

Revenues for the first half were GBP0.9 million (H1 2021: GBP1.5 million). In The Netherlands, these products have delivered growth against the comparative period and the UK has remained flat. However, the international side of this business was impacted by the loss of a key distribution partner, and we are currently seeking new opportunities to replace these revenues. However, second half revenues are set to be significantly stronger and are underpinned by our order book.

Customer Brands

Revenues from Customer Brands increased by 5% to GBP8.9 million (H1 2021: GBP8.5 million) with growth coming from good performance of existing partners and new business gaining traction with key partners. The impact of customer stocking and destocking seen in the previous couple of years has levelled out and in turn we have seen customer ordering return to more normalised patterns.

The Group has been able to leverage selected appropriate opportunities where other third-party manufacturers have failed to deliver. This is an opportunity that has been presented by the challenging economic climate and increased regulation throughout the industry, as more customers look for a reliable manufacturer and supplier.

Revolving Credit Facility (RCF)

Last year, the Group obtained a RCF with its main bank, Santander Group, alongside Silicon Valley Bank for GBP30 million draw with an accordion facility for a further GBP20 million subject to the banks' ratification.

At 30 June 2022, the Group has drawn net GBP8.5 million (Dec-21: GBP8.5m), which has been used to pay down all other debt in the Group and the first payment for HICP. If it had not been for a significant inventory build through the first half of 2022 as security against issues from the global supply chain, we would have seen the facility reduce through cash generation.

The facility was called upon to make the second and final payment in relation to the acquisition of HICP in August 2022 and we expect the overall amount drawn to come back in line with the end of June 2022 level of drawdown by end of the year, before any further acquisitions.

We put the facility in place to utilise the cash generative nature of the business to help fund future acquisitions without the dilutive effect of an equity raise. The Group is continuing to actively review a number of immediately earnings enhancing acquisitions that it could make utilising this facility.

Focus on Sustainability

As a business we undertake many initiatives towards our goal of becoming a more trusted, responsible and sustainable business. Following the formation of an ESG Committee at the end of last year, we have been focused on developing our drive towards increased sustainability. The committee includes members from the Group Board and employees from the business, and it engages with all key stakeholders in this process - our aim is to become a trusted, responsible and sustainable business.

Our 5-step approach:

-- Develop our ESG leadership team from a diverse and accurate representation of our stakeholders - achieved Q4 2021.

-- Consult with stakeholders to align expectations in being a trusted, responsible and sustainable business - achieved Q2 2022.

-- Use results of stakeholder consultation to identify our priority goals and ensure alignment to the SDGs - achieved Q3 2022.

-- Create our KPIs, their baseline and measurement methods against which to track progress - targeted for Q4 2022.

   --      Regular reporting and transparency of progress to all our stakeholders in the future. 

Good progress against our sustainability development goals has been made so far in 2022, with the company achieving the Bronze Sustainability Rating from Ecovadis for Biokosmes SRL, Italy, as well as completion of the stakeholder consultation in Q2 2022. We look forward to engaging with and informing all our stakeholders on our further progress against these objectives in the future.

Summary & Outlook

The Group is delivering on its M&A strategy which has driven a significant revenue and earnings improvement during the first half following the two acquisitions made in the previous year. The newly enlarged Group has seen momentum from the second half of last year continue into 2022 with revenue, gross margin and adjusted EBITDA(1) improvement being achieved against the comparative period.

The start to the second half of the year has been very encouraging, with the current order book significantly ahead of the same time last year and revenue performing slightly ahead of management's expectations at this time. The strong order book reflects growth in the underlying business plus the effect of customers proactively ordering further forward to help manage supply chain disruption and secure stock, which gives us greater visibility of revenues and confidence that the Group remains on track to deliver in line with current market expectations.

Further commercial progress has been made since the period end, including new distribution gains and expansion of existing distribution in the UK, as well as advanced discussions ongoing with potential new distribution partners.

The supply chain issues experienced in the previous year appear to have plateaued, however, we are appreciative of our customers supporting cost increases, whilst where possible mitigating further price impact on input costs. The level of supply chain disruption cannot be underestimated, and I am delighted with the work performed by our teams to pro-actively manage the situation and react to the needs of the business. The progress in the first half of the year is now being built on with a very much larger order book than the same time last year, which gives us good confidence in delivering higher H2 revenues as expected.

The acquisitions made in the prior year introduced margin accretive brands with high growth potential in new therapy areas and have diversified the Group, reducing potential impacts of discretionary spends in the current economic climate as well as adding additional manufacturing capability. These coupled with the proactive work to mitigate these difficult trading factors has further strengthened the business and created new opportunities. The operational priorities for the Group in the second half of the year remain unchanged:

-- To invest in and drive organic growth of our VLG Brands, with our partners and through innovation;

-- To manage the supply chain disruption to minimise impact on our customers and our profitability;

-- To consider opportunities for earnings enhancing acquisitions, utilising the substantially undeployed RCF; and

-- To progress our ESG agenda towards becoming a more trusted, responsible and sustainable business

Jerry Randall

Chief Executive Officer

22 September 2022

[1] Adjusted EBITDA is EBITDA before deduction of exceptional items (see note 6) and share based payments (see note 15 for reconciliation)

2 Adjusted earnings per share is profit after tax excluding amortisation, exceptional items (see note 6) and share-based payments

3 Pro-forma basis i.e. if the acquisitions had been in place for all of the prior year

Financial Review

Statement of Comprehensive Income

The Group reported revenue for the six-month period of GBP18.9 million, an increase of 36% over the GBP13.9 million reported in 2021, and gross profit of GBP7.7 million (H1 2021: GBP4.9 million), an increase of 55% against the comparative period in the prior year, with a gross margin percentage improvement of 5.0% to 40.6% (H1 2021: 35.6%).

The gross margin percentage improvement has been driven by the newly acquired brands of 6.0%, although partially offset by an adverse 0.3% impact from further supply price and transport cost increases which are quantified net of costs passed onto customers, less an adverse product mix impact of 0.9% on the legacy business due to a higher proportion of revenues coming from lower margin customer brands than compared with the prior year.

Against the second half of last year, the gross margin has decreased by 1.8% from 42.4%. The reduction reflects the adverse impact of further cost increases of 1.5% for utilities, transport and inputs, although we have been able to mitigate 1.3% of the impact through customer price increases, an adverse mix impact of 2.1% arose from lower margin customer brands accounting for a higher proportion of overall legacy business revenues, with other efficiencies providing a positive impact of 0.5%.

Operating expenses increased in the period to GBP5.3 million from GBP4.0 million in H1 2021, an increase of GBP1.3 million. Of this increase, GBP0.5 million related to the inclusion of the BBIH operation and GBP0.1 million from the HICP operation, plus depreciation impact of GBP0.3 million, a further GBP0.2 million for increased investment in advertising and promotional activities and GBP0.2 million for additional headcount to strengthen the administrative and commercial teams, leaving a balance of other cost increases amounting to GBP0.1 million which included the impact from general inflation.

Operating expenses also increased GBP0.9 million against the last six months of the prior year (H2 2021: GBP4.4m). The increase is attributable to additional headcount of GBP0.2 million, increased advertising and promotional spend of GBP0.3m, increased R&D investment of GBP0.1 million and other administrative costs of GBP0.3 million which represents professional fees which will reduce in the second half of the year.

Amortisation of GBP1.6m (H1 2021: GBP0.6 million) increased significantly due to the acquisitions made in the previous year.

H1 2022 generated a positive adjusted EBITDA(1) (defined as EBITDA(1) excluding share based payments and exceptional items) of GBP3.3 million, an increase of 71.4% (2021: GBP1.9 million) at a margin of 17.6% (2021: 14.0%).

Exceptional costs of GBP0.3 million (2021: GBP0.7 million) related to warranty insurance costs associated with the completion of the acquisition of BBIH which are being prepaid over two years, plus compensation payments and to a much lesser extent, final integration costs associated with prior year acquisitions.

Operating profit increased by GBP0.6 million to GBP0.4 million (2021: loss of GBP0.2 million). The improvement in operating profit against the comparative period reflects the Adjusted EBITDA(1) growth of GBP1.4 million, plus reduction in exceptional costs of GBP0.4 million, less increased depreciation and amortisation charges of GBP1.2 million.

The Group reported a loss after tax of GBP0.3 million (2021: loss of GBP0.5 million). Net finance costs increased to GBP0.7 million (2021: GBP0.1 million) and comprised interest on the Group's new revolving credit facility entered in June 2021 of GBP0.3 million and adverse impact from foreign exchange movement of GBP0.4 million.

These translated into adjusted earnings per share (defined as earnings per share before amortisation, share based payments and exceptional items) of 1.43 pence (2021: 0.83 pence), an improvement of 0.60 pence, with the improvement in business performance generating enhanced shareholder value. A basic loss per share of 0.18 pence was an improvement of 0.19 pence against the prior period (2021: loss per share 0.37 pence).

Statement of Financial Position

Non-current assets including goodwill increased by GBP3.8 million to GBP76.1 million (H1 2021: GBP72.3 million). The key drivers of the increase has been intangible asset additions arising from the HICP acquisition completed on 6 August 2021 of GBP5.1 million, the recognition of a deferred tax asset of GBP2.1 million, additions to RoU assets of GBP0.6 million related mainly to extension of the warehousing agreements in the UK, capital expenditure on property plant and equipment of GBP0.3 million plus additional development costs of GBP0.6 million which have been offset by depreciation and amortisation charges of GBP4.9 million.

Inventory increased to GBP11.5 million (H1 2021 GBP9.8 million), the significant increase reflected production planning requirements for the second half of the year, as supported by the strong order book which has provided excellent visibility over these revenues and enabled the business to secure components much further in advance than prior years.

Trade and other receivables increased to GBP12.6 million (H1 2021: GBP10.1 million) as expected given the increased revenue compared to the same period last year. Trade payables increased to GBP11.1 million (H1 2021: GBP7.9 million) driven by the investment in inventory and to a much lesser extent the timing of other operating costs on a higher base.

Cash flow and net debt

The Group is financed by a revolving credit facility, secured against the assets and profits of most subsidiaries within the group and with expiry in June 2024. This facility was established last year in the committed sum of GBP30.0 million of which GBP8.5 million had been drawn at 30 June 2022.

At 30 June 2022, cash and cash equivalents totalled GBP5.4 million (H1 2021: GBP7.9 million) (31 Dec 2021: GBP5.2 million). The increase of GBP0.2 million since the end of last year reflected the following key movements:

-- Operating cash inflow before movements in working capital of GBP3.1 million (H1 2021: GBP1.1 million);

-- Less a negative working capital flux of GBP1.3 million (H1 2021: negative flux of GBP1.7 million) driven by the inventory build outlined above;

-- Less tax paid of GBP0.3 million to give rise to an overall net cash inflow from operations of GBP1.4 million (H1 2021: outflow of GBP0.9 million);

-- Less cash used in investing activities of GBP0.5 million to fund capital expenditure (H1 2021: GBP0.4 million);

-- Less cash outflow from financing activities of GBP0.6m which include net repayments against interest bearing borrowings of GBP0.1 million plus interest paid of GBP0.3 million and leasing obligation repayments of GBP0.4 million less net proceeds from issuance of ordinary shares of GBP0.2 million;

   --      Less an adverse impact from net foreign exchange of GBP0.2 million 

Total debt including finance lease obligations decreased to GBP13.0 million (H1 2021: GBP13.9 million). Net debt excluding finance lease obligations increased to GBP3.1 million (H1 2021: GBP1.3 million) and Net debt including finance lease obligations increased to GBP7.6 million (H1 2021: GBP6.0 million).

Daniel Wells

Chief Financial Officer

22 September 2022

[1] Adjusted EBITDA is EBITDA before deduction of exceptional items (see note 6) and share based payments (see note 15 for reconciliation)

2 Adjusted earnings per share is profit after tax excluding amortisation, exceptional items (see note 6) and share-based payments

3 Pro-forma basis i.e. if the acquisitions had been in place for all of the prior year

Unaudited Interim Condensed Consolidated Statement of Comprehensive Income

For the six months ended 30 June 2022

 
                                              Note       Six months ended   Six months ended   Year ended 
                                                                30-Jun-22          30-Jun-21       31-Dec 
                                                                                                     2021 
                                                              (Unaudited)        (Unaudited)    (Audited) 
 
                                                                  GBP'000            GBP'000      GBP'000 
 Revenue                                      4.1                  18,860             13,866       32,762 
 Cost of sales                                                   (11,203)            (8,927)     (19,804) 
                                                    ---------------------  -----------------  ----------- 
 Gross profit                                                       7,657              4,939       12,958 
 
 Operating expenses                                               (5,309)            (4,026)      (8,441) 
 Impairment losses of financial 
  assets                                                             (75)                162          134 
 Amortisation of intangible assets             5                  (1,612)              (631)      (2,287) 
                                                    ---------------------  -----------------  ----------- 
 Total administrative expenses                                    (6,996)            (4,495)     (10,594) 
 
 Other income                                                          77                122          338 
 
 Operating profit before exceptional 
  items                                                               738                566        2,702 
                                                    ---------------------  -----------------  ----------- 
 
 Exceptional items                             6                    (300)              (728)      (1,331) 
 
 Operating profit/(loss)                                              438              (162)        1,371 
                                                    ---------------------  -----------------  ----------- 
 
 Finance income                                                         -                184           89 
 Finance costs                                                      (679)               (62)        (514) 
 
 (Loss)/Profit before tax                                           (241)               (40)          946 
                                                    ---------------------  -----------------  ----------- 
 
 Tax                                           7                        9              (428)        1,456 
 
 (Loss)/Profit for the period attributable 
  to the equity shareholders of the 
  parent                                                            (232)              (468)        2,402 
                                                    ---------------------  -----------------  ----------- 
 
 Other comprehensive income/(loss) 
  which may be subsequently reclassified 
  to the income statement                      8                      763            (1,219)      (1,543) 
 
 Total comprehensive profit/(loss) 
  for the period attributable to 
  equity shareholders of the parent                                   531            (1,687)          859 
                                                    ---------------------  -----------------  ----------- 
 
 Basic (loss)/profit per share (pence) 
  attributable to equity shareholders 
  of the parent                                9                   (0.18)             (0.37)         1.91 
 
 Diluted basic (loss)/profit per 
  share (pence) attributable to equity 
  shareholders of the parent                   9                   (0.18)             (0.37)         1.79 
 
 

Unaudited Interim Condensed Consolidated Statement of Financial Position

As at 30 June 2022

 
                                   Note              30-Jun-22             30-Jun-21            31-Dec-21 
                                                   (Unaudited)           (Unaudited)            (Audited) 
 ASSETS                                                GBP'000               GBP'000              GBP'000 
 Non-current assets 
 Intangible assets                 10                   64,271                61,678               65,079 
 Property, plant and equipment     11                    9,715                10,634                9,737 
 Deferred tax                       7                    2,502                     -                2,349 
                                                        76,488                72,312               77,165 
                                         ---------------------  --------------------  ------------------- 
 Current assets 
 Inventories                                            11,491                 9,784                9,019 
 Trade and other receivables                            12,637                10,117               12,212 
 Cash and cash equivalents                               5,393                 7,896                5,235 
                                         ---------------------  --------------------  ------------------- 
                                                        29,521                27,797               26,466 
                                         ---------------------  --------------------  ------------------- 
 TOTAL ASSETS                                          106,009               100,109              103,631 
                                         ---------------------  --------------------  ------------------- 
 
 EQUITY & LIABILITIES 
 Capital and reserves 
 Share capital                     12                      379                   377                  377 
 Share premium account             12                   65,960                65,738               65,738 
 Merger reserve                    12                    7,656                 7,656                7,656 
 Foreign currency translation 
  reserve                                                  649                   210                (114) 
 Share-based payment reserve                               976                   810                  856 
 Retained earnings                                     (1,581)               (4,219)              (1,349) 
                                         ---------------------  -------------------- 
 Total equity attributable to 
  equity holders of the parent                          74,039                70,572               73,164 
                                         ---------------------  --------------------  ------------------- 
 
 LIABILITIES 
 Current liabilities 
 Trade and other payables                               11,063                 7,921                9,717 
 Taxation                                                  349                   561                  188 
 Interest bearing borrowings -                               -                 5,004                    - 
  Bank Loans 
 Interest bearing borrowings -                               -                   680                    - 
  Receivables Finance 
 Interest bearing borrowings - 
  Leasing Obligations                                      786                   477                  620 
                                         ---------------------  --------------------  ------------------- 
                                                        12,198                14,643               10,525 
                                         ---------------------  --------------------  ------------------- 
 Non-current liabilities 
 Interest bearing borrowings - 
  Bank Loans                                             8,528                 3,505                8,483 
 Interest bearing borrowings - 
  Leasing Obligations                                    3,684                 4,213                3,626 
 Statutory employment provision                          1,240                 1,126                1,236 
 Deferred tax liability            7                     6,320                 6,050                6,597 
                                         ---------------------  --------------------  ------------------- 
                                                        19,772                14,894               19,942 
                                         ---------------------  --------------------  ------------------- 
 TOTAL LIABILITIES                                      31,970                29,537               30,467 
                                         ---------------------  --------------------  ------------------- 
 TOTAL EQUITY & LIABILITIES                            106,009               100,109              103,631 
                                         ---------------------  --------------------  ------------------- 
 
 

Unaudited Interim Condensed Consolidated Statement of Changes in Equity

As at 30 June 2022

 
                          Share           Share          Merger           Foreign   Share-based         Retained      Total 
                        capital         premium         reserve          currency       payment         earnings     equity 
                                        account                       translation       reserve 
                                                                          reserve 
                        GBP'000         GBP'000         GBP'000           GBP'000       GBP'000          GBP'000    GBP'000 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Balance at 
  1 January 
  2021 
  (Audited)                 377          65,738           7,656             1,429           660          (3,751)     72,109 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Loss for the 
  period                      -               -               -                 -             -            (468)      (468) 
 Foreign 
  exchange 
  for period                  -               -               -           (1,219)             -                -    (1,219) 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Total 
  comprehensive 
  income                      -               -               -           (1,219)             -            (468)    (1,687) 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Share options 
  charge                      -               -               -                 -           150                -        150 
 
 Transactions 
  with 
  Shareholders                -               -               -                 -           150                -        150 
 
 Balance at 
  30 June 2021 
  (Unaudited)               377          65,738           7,656               210           810          (4,219)     70,572 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 
 Profit for 
  the period                  -               -               -                 -             -            2,870      2,870 
 Foreign 
  exchange 
  for period                  -               -               -             (324)             -                -      (324) 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Total 
  comprehensive 
  income                      -               -               -             (324)             -            2,870      2,546 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Share options 
  charge                      -               -               -                 -            46                -         46 
 
 Transactions 
  with 
  Shareholders                -               -               -                 -            46                -         46 
 
 Balance at 
  31 December 
  2021 
  (Audited)                 377          65,738           7,656             (114)           856          (1,349)     73,164 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Profit for 
  the period                  -               -               -                 -             -            (232)      (232) 
 Foreign 
  exchange 
  for period                  -               -               -               763             -                -        763 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Total 
  comprehensive 
  income                      -               -               -               763             -            (232)        531 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Share options 
  charge                      -               -               -                 -           120                -        120 
 Shares issued            2                 222               -                 -             -                -        224 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 Transactions 
  with 
  Shareholders            2                 222               -                 -           120                -        344 
 
 Balance at 
  30 June 2022 
  (Unaudited)               379          65,960           7,656               649           976          (1,581)     74,039 
                 --------------  --------------  --------------  ----------------  ------------  ---------------  --------- 
 
 

Unaudited Interim Condensed Consolidated Statement of Cash Flows

For the six months ended 30 June 2022

 
                                                        Six months             Six months   Year ended 
                                                             ended                  ended 
                                                         30-Jun-22              30-Jun-21    31-Dec-21 
                                                       (Unaudited)            (Unaudited)    (Audited) 
 
                                                           GBP'000                GBP'000      GBP'000 
 Cash flow from operating activities: 
 (Loss)/Profit before tax                                    (241)                   (40)          946 
 Finance cost / (income)                                       679                  (122)          425 
                                             ---------------------  ---------------------  ----------- 
 Operating profit/(loss)                                       438                  (162)        1,371 
 
 Adjustments for: 
   - Depreciation of property, plant 
    and equipment                                              855                    593        1,415 
   - Impairment losses of financial 
    assets                                                      75                  (162)        (134) 
   - Amortisation of intangible assets                       1,612                    631        2,287 
   - Share-based payment expense                               120                    150          196 
                                             ---------------------  ---------------------  ----------- 
 Operating cash flow before movements 
  in working capital                                         3,100                  1,050        5,135 
 (Increase)/decrease in inventories                        (2,282)                    105          718 
 (Increase) in trade and other receivables                   (288)                (1,231)      (2,989) 
 Increase/(decrease) in trade and 
  other payables                                             1,232                  (572)        (908) 
                                             ---------------------  ---------------------  ----------- 
 Cash generated by operating activities                      1,762                  (648)        1,956 
 Tax Paid                                                    (319)                  (293)      (1,472) 
 Tax Receipt                                                     -                      -          117 
                                             ---------------------  ---------------------  ----------- 
 Net cash from operating activities                          1,443                  (941)          601 
 
 Cash flow from investing activities: 
 Acquisition of subsidiaries, net 
  of cash acquired                                               -               (35,917)     (35,917) 
 Purchases of property, plant and 
  equipment                                                  (169)                  (217)        (371) 
 Expenditure in respect of intangible 
  assets                                                     (377)                  (218)      (2,891) 
                                             ---------------------  ---------------------  ----------- 
 Net cash used by investing activities                       (546)               (36,352)     (39,179) 
                                             ---------------------  ---------------------  ----------- 
 
 Cash flow from financing activities: 
 Net proceeds from issuance of ordinary                        224                      -            - 
  shares 
 Drawdown in interest-bearing borrowings                       417                  3,647       16,336 
 Repayment of interest-bearing borrowings                    (500)                  (170)     (13,614) 
 Leasing obligation repayments                               (433)                  (402)        (728) 
 Interest (paid) / received                                  (272)                     53        (492) 
                                             --------------------- 
 Net cash from financing activities                          (564)                  3,128        1,502 
                                             ---------------------  ---------------------  ----------- 
 
 Net increase in cash and cash equivalents                     333               (34,165)     (37,076) 
 Net foreign exchange difference                             (175)                   (34)          216 
 Cash and cash equivalents at beginning 
  of period                                                  5,235                 42,095       42,095 
                                             ---------------------  ---------------------  ----------- 
 Cash and cash equivalents at end 
  of period                                                  5,393                  7,896        5,235 
                                             ---------------------  ---------------------  ----------- 
 
 

Notes to the Unaudited Interim Condensed Consolidated Financial Statements for the six months ended 30 June 2022

   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 2022 ("the Interim Financial Statements") were approved and authorised for issue in accordance with a resolution of the directors on [21 September 2022].

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 Group Financial Statements are prepared in accordance with the recognition and measurement principles of the United Kingdom adopted International Financial Reporting Standards and does not constitute statutory accounts within the meaning of section 343 of the Companies Act 2006.

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. 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 2022. 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 2021 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 that did not include an emphasis of matter reference or statement made under section 498(2) or (3) of the Companies Act 2006.

   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 2021 Consolidated Financial Statements for the year ended 31 December 2021.

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 
                                            ended         ended 
                                        30-Jun-22     30-Jun-21    31-Dec-21 
                                      (Unaudited)   (Unaudited)    (Audited) 
 
 Average exchange rate for period           1.188         1.155        1.159 
 Exchange rate at the period end            1.162         1.164        1.191 
 
 
 Sterling/sek exchange rates           Six months   Six months ended   Year ended 
                                            ended 
                                        30-Jun-22          30-Jun-21    31-Dec-21 
                                      (Unaudited)        (Unaudited)    (Audited) 
 
 Average exchange rate for period          12.439             11.771       11.780 
 Exchange rate at the period end           12.441             11.805       12.218 
 
 
   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 2021 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   Customer            Eliminations             Consolidated 
                                          Brands     Brands                                            Group 
                                         GBP'000    GBP'000                 GBP'000                  GBP'000 
 Six months to 30 June 2022 
 Revenue 
 External Sales                           10,077      8,783                       -                   18,860 
 Inter-segment sales                         633      2,172                 (2,805)                        - 
 Total revenue                            10,710     10,955                 (2,805)                   18,860 
                                        --------  ---------  ----------------------  ----------------------- 
 
 Results 
 Operating profit before exceptional 
  items and excluding central 
  administrative costs                     1,270      1,163                       -                    2,433 
                                        --------  ---------  ----------------------  ----------------------- 
 
 
 
                                             VLG   Customer   Eliminations   Consolidated 
                                          Brands     Brands                         Group 
                                         GBP'000    GBP'000        GBP'000        GBP'000 
 Six months to 30 June 2021 
 Revenue 
 External Sales                            4,931      8,935              -         13,866 
 Inter-segment sales                           -      1,622        (1,622)              - 
 Total revenue                             4,931     10,557        (1,622)         13,866 
                                        --------  ---------  -------------  ------------- 
 
 Results 
 Operating profit before exceptional 
  items and excluding central 
  administrative costs                       669      1,148              -          1,817 
                                        --------  ---------  -------------  ------------- 
 
 
 
                                     VLG           Customer              Eliminations                   Consolidated 
                                  Brands             Brands                                                    Group 
                                 GBP'000            GBP'000                   GBP'000                        GBP'000 
 Twelve months to 31 
 December 
 2021 
 Revenue 
 External Sales                   17,972             14,790                         -                         32,762 
 Inter-segment sales                   -              4,257                   (4,257)                              - 
 Total revenue                    17,972             19,047                   (4,257)                         32,762 
                                --------      -------------   -----------------------      ------------------------- 
 
 Results 
 Operating profit before 
  exceptional 
  items and excluding central 
  administrative costs             4,255              1,812                         -                          6,067 
                                --------      -------------   -----------------------      ------------------------- 
 
 The reconciliation of segmental                Six months                 Six months                   Year ended 
 operating profit to the Group's                     ended                      ended 
 operating profit/(loss) before 
 exceptional 
 items excluding central administrative 
 costs is as follows: 
                                                 30-Jun-22                  30-Jun-21                    31-Dec-21 
                                               (Unaudited)                (Unaudited)                    (Audited) 
 
                                                   GBP'000                    GBP'000                      GBP'000 
 
 Operating profit before exceptional 
  items and excluding central 
  administrative 
  costs                                              2,433                      1,817                        6,067 
 Central administrative costs                      (1,695)                    (1,251)                      (3,365) 
 Exceptional expenses                                (300)                      (728)                      (1,331) 
 Operating (loss)/profit                               438                      (162)                        1,371 
 Net finance cost                                    (679)                        122                        (425) 
 (Loss)/profit before tax                            (241)                       (40)                          946 
                                              ------------   ------------------------      ----------------------- 
 
 
 
   5.    Amortisation of intangible assets 
 
                                               Six months    Six months   Year ended 
                                                    ended         ended 
                                                30-Jun-22     30-Jun-21    31-Dec-21 
                                              (Unaudited)   (Unaudited)    (Audited) 
 
 Amortisation of:                                 GBP'000       GBP'000      GBP'000 
 
 Acquired intangible assets                         (611)         (401)        (877) 
 Patents, trademarks and other intangible 
  assets                                            (786)          (48)      (1,002) 
 Capitalised development costs                      (215)         (182)        (408) 
                                                  (1,612)         (631)      (2,287) 
                                             ------------  ------------  ----------- 
 
 
   6.    Exceptional items 
 
                                                      Six months           Six months           Year ended 
                                                           ended                ended 
                                                       30-Jun-22            30-Jun-21            31-Dec-21 
                                                     (Unaudited)          (Unaudited)            (Audited) 
 
                                                         GBP'000              GBP'000              GBP'000 
 
 Costs incurred in potential acquisitions                   (75)                (728)                (964) 
 Integration of acquisitions                                (89)                    -                (261) 
 Restructuring costs                                       (136)                    -                    - 
 Other                                                         -                    -                (106) 
                                                           (300)                (728)              (1,331) 
                                             -------------------  -------------------  ------------------- 
 
 

The Group treats costs as exceptional items where their frequency and nature warrant being separately classified. In the six month period to 30 June 2022, the Group incurred acquisition costs of GBP75,000 relate to professional fees associated with potential M&A and other integration costs of GBP89,000 being warranty insurance on the acquisition of BBIH which has been prepaid, plus to a much lesser extent, costs incurred in completing the integration of prior year acquisitions. Restructuring costs of GBP136,000 include compensation for loss of office including related professional fees.

   7.    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 2022. The major components of income tax expense in the Interim Condensed Statement of Comprehensive Income are as follows:

 
                                                      Six months           Six months        Year 
                                                           ended                ended       ended 
                                                       30-Jun-22            30-Jun-21   31-Dec-21 
                                                     (Unaudited)          (Unaudited)   (Audited) 
 
                                                         GBP'000              GBP'000     GBP'000 
 
 Current income tax                                        (438)                (428)       (764) 
 Deferred income tax credit related to 
  origination and reversal of timing differences             447                    -       2,220 
 Income tax credit/(expense) recognised 
  in statement of comprehensive income                         9                (428)       1,456 
                                                    ------------  -------------------  ---------- 
 
 

The current income tax expense is based on the profits of the businesses based in Italy, Netherlands and Sweden. 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 GBP10,163,000 (30 June 2021: GBP10,900,000; 31 December 2021: GBP9,938,000). There has been an increase in tax losses since the year end due to finalisation of the unused tax losses position reported at 31 December 2021.

   8.    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 2022 of 1.162 (at 31 December 2021 of 1.191 and at 30 June 2021 of 1.164) 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 2022 of 1.162. 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 2022 of 12.441 (at 31 December 2021 of 12.218 and at 30 June 2021 of 11.805). The result is an amount that may subsequently be reclassified to profit and loss.

   9.    Earnings per share 
 
                                                 Six months    Six months    Year ended 
                                                      ended         ended 
                                                  30-Jun-22     30-Jun-21     31-Dec-21 
                                                (Unaudited)   (Unaudited)     (Audited) 
 
 Weighted average number of ordinary 
  shares in issue                               126,012,009   125,831,530   125,831,530 
 (Loss)/Profit attributable to equity 
  holders of 
  the Company (GBP'000)                               (232)         (468)         2,402 
 Basic (loss)/profit per share (pence)               (0.18)        (0.37)          1.91 
 Diluted (loss)/profit per share 
  (pence)                                            (0.18)        (0.37)          1.79 
 Adjusted earnings per share 2 (pence)                 1.43          0.83          4.94 
 Diluted Adjusted earnings per share 
  3 (pence)                                            1.37          0.78          4.65 
 
 

2 Adjusted earnings per share is profit after tax excluding amortisation, exceptional items and share based payments.

3 Diluted Adjusted earnings per share is profit after tax excluding amortisation, exceptional items and share based payments, diluted by the inclusion of 5,056,166 stock options and 554,115 long-term incentive plan awards ("LTIP's"). Including this dilution, the weighted average number of ordinary shares for the diluted EPS calculation is 131,622,290 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.

10. 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 and Helsinn in August 2021 accounted for GBP35.8 million of the intangible assets of the Group (GBP35.4 million at 31 December 2021). There were no impairments of goodwill during this time (6 months to June 2021: GBP Nil).

 
                          Development              Brands               Patents             Goodwill                Other             Total 
                                costs                            and Trademarks                                intangible 
                                                                                                                   assets 
                              GBP'000             GBP'000               GBP'000              GBP'000              GBP'000           GBP'000 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Cost or 
 valuation: 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 1 January 
  2021                          3,844               1,089                 1,374               21,277                4,070            31,654 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Acquired 
  through 
  business 
  combinations                      -              16,994                     -               13,128                5,788            35,910 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Additions                        182                   -                    36                    -                    -               218 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Disposals                        (1)                   -                 (389)                    -                    -             (390) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                      (175)                   -                  (42)                (662)                (145)           (1,024) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2021                          3,850              18,083                   979               33,743                9,713            66,368 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Acquired 
  through 
  business 
  combinations                      -               2,010                     -                2,049                1,082             5,141 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Additions                        288                   -                     7                    -                    -               295 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Disposals                          -                   -                   (7)                    -                    -               (7) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                       (89)                   -                     -                (309)                 (68)             (466) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 31 December 
  2021                          4,049              20,093                   979               35,483               10,727            71,331 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Additions                        340                   -                    37                    -                    -               377 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Disposals                          -                   -                     -                    -                    -                 - 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                        103                   -                    16                  346                   76               541 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2022                          4,492              20,093                 1,032               35,829               10,803            72,249 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 
 Amortisation: 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 1 January 
  2021                          1,837                   -                   740                    -                2,053             4,630 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Charge for the 
  period                          185                 101                    92                    -                  253               631 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Disposals                        (1)                   -                 (389)                    -                    -             (390) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                       (86)                   -                   (8)                    -                 (87)             (181) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2021                          1,935                 101                   435                    -                2,219             4,690 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Charge for the 
  period                          223                 721                    88                    -                  624             1,656 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Disposals                          -                   -                   (7)                    -                    -               (7) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                       (46)                   -                   (5)                    -                 (36)              (87) 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 31 December 
  2021                          2,112                 822                   511                    -                2,807             6,252 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Charge for the 
  period                          215                 704                    82                                       611             1,612 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 Foreign 
  exchange                         56                   -                     8                    -                   50               114 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2022                          2,383               1,526                   601                    -                3,468             7,978 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 
 Carrying 
 amount: 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 31 December 
  2021                          1,937              19,271                   468               35,483                7,920            65,079 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2021                          1,915              17,982                   544               33,743                7,494            61,678 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 At 30 June 
  2022                          2,109              18,567                   431               35,829                7,335            64,271 
                 --------------------  ------------------  --------------------  -------------------  -------------------  ---------------- 
 
 

11. Property, Plant & Equipment

The carrying value of property, plant & equipment at 30 June 2022 reduced to GBP9.7 million compared to prior year (30 June 2021: GBP10.6m). The main addition during the first six months of the current year related to an extension of UK warehousing agreements which have increased Right of Use Assets.

 
                                     Plant                 Other                 Right                  Land     Total 
                               & Equipment             Equipment                of Use           & Buildings 
                                                                                Assets 
                                   GBP'000               GBP'000               GBP'000               GBP'000   GBP'000 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Cost or valuation: 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 1 January 2021                   3,702                   233                 6,485                     -    10,420 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Acquired through 
  business 
  combinations                       2,098                     -                     -                 1,513     3,611 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Additions                             205                    12                   729                     -       946 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                               -                  (11)                     -                     -      (11) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                    (175)                  (10)                 (308)                   (4)     (497) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2021                     5,830                   224                 6,906                 1,509    14,469 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Acquired through 
  business 
  combinations                           -                     2                     -                   (3)       (1) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Additions                             148                     6                     4                     -       158 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                            (18)                     -                     -                     -      (18) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                    (221)                   (4)                 (144)                  (41)     (410) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 31 December 2021                 5,739                   228                 6,766                 1,465    14,198 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Acquired through                        -                     -                     -                     -         - 
 business 
 combinations 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Additions                             154                    15                   558                             727 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                               -                     -                     -                     -         - 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                       27                     5                   163                  (22)       173 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2022                     5,920                   248                 7,487                 1,443    15,098 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 
 Depreciation: 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 1 January 2021                   1,303                   134                 1,965                     -     3,402 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Charge for the 
  period                               226                    12                   348                     7       593 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                               -                  (11)                     -                     -      (11) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                     (58)                   (5)                  (84)                   (2)     (149) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2021                     1,471                   130                 2,229                     5     3,835 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Charge for the 
  period                               409                    14                   347                    52       822 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                            (18)                     -                     -                     -      (18) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                    (113)                   (4)                  (49)                  (12)     (178) 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 31 December 2021                 1,749                   140                 2,527                    45     4,461 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Charge for the 
  period                               388                    12                   405                    50       855 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Disposals                               -                     -                     -                     -         - 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 Foreign exchange                        8                     4                    63                   (8)        67 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2022                     2,145                   156                 2,995                    87     5,383 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 
 Carrying amount: 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 31 December 2021                 3,990                    88                 4,239                 1,420     9,737 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2021                     4,359                    94                 4,677                 1,504    10,634 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 At 30 June 2022                     3,775                    92                 4,492                 1,356     9,715 
                      --------------------  --------------------  --------------------  --------------------  -------- 
 
 

12. Share capital, share premium and merger reserve

 
                                       Ordinary           Ordinary           Share 
                                      shares of             shares         premium           Merger 
                                      0.3p each                                             reserve 
 
                                            No.            GBP'000         GBP'000          GBP'000 
 
 Audited at 31 December 2021        125,831,530                377          65,738            7,656 
 
 Unaudited at 30 June 2022          126,498,197                379          65,960            7,656 
 
 

During the period 1 January 2021 to 30 June 2022, 666,667 shares were issued at GBP0.337 each totalling GBP224,666.78.

13. 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 2022 and the balances with related parties at 30 June 2022 and 31 December 2021:

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 GBP195,944 in the six months to 30 June 2022 (GBP199,134 in the six months to 30 June 2021). At 30 June 2022, the Group owed Braguts' Real Estate Srl GBP32,449 (GBP33,189 at 30 June 2021). Biokosmes Srl provided technical services to Braguts'Real Estate in the six months to 30 June 2022 in the amount of GBP2,136 (GBP1,861 in the six months to 30 June 2021). At 30 June 2022 Bragut's Real Estate owed to the Group GBPnil (GBPnil at 30 June 2021).

14. Financial instruments

Set out below is an overview of financial instruments held by the Group as at:

 
                               30-Jun-22                       30-Jun-21                       31-Dec-21 
                                Loans        Total              Loans        Total              Loans        Total 
                      and receivables    financial    and receivables    financial    and receivables    financial 
                                            assets                          assets                          assets 
                              GBP'000      GBP'000            GBP'000      GBP'000            GBP'000      GBP'000 
 Financial assets: 
 Trade and other 
  receivables 
  (a)                          12,173       12,173              9,386        9,386             11,701       11,701 
 Cash and cash 
  equivalents                   5,393        5,393              7,896        7,896              5,235        5,235 
 Total                         17,566       17,566             17,282       17,282             16,936       16,936 
                    -----------------  -----------  -----------------  -----------  -----------------  ----------- 
 
 
 
                             30-Jun-22                       30-Jun-21                        31-Dec-21 
                            Loans          Total             Loans          Total             Loans          Total 
                              and      financial   and receivables      financial   and receivables      financial 
                      receivables    liabilities                      liabilities                      liabilities 
                          GBP'000        GBP'000           GBP'000        GBP'000           GBP'000        GBP'000 
 Financial 
 liabilities: 
 Trade and other 
  payables 
  (b)                      11,057         11,057             8,829          8,829             9,711          9,711 
 Lease 
  obligations               4,470          4,470             4,690          4,690             4,246          4,246 
 Interest 
  bearing                   8,528          8,528             9,189          9,189             8,483          8,483 
 Total                     24,055         24,055            22,708         22,708            22,440         22,440 
                  ---------------  -------------  ----------------  -------------  ----------------  ------------- 
 

(a) Trade and other receivables excludes prepayments.

(b) Trade and other payables excludes deferred revenue.

15. 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.

The measures used are Earnings before Interest, Tax, Depreciation and Amortisation ( EBITDA) and Adjusted EBITDA(1) which is defined as EBITDA(1) excluding share-based payment charges and exceptional items.

 
                                                         Six months        Year ended 
 
                                      Six months 
                                       30-Jun-22          30-Jun-21         31-Dec-21 
                                     (Unaudited)        (Unaudited)         (Audited) 
 
                                         GBP'000            GBP'000           GBP'000 
 Operating profit/(loss)                     438              (162)             1,371 
 Add back: 
 Depreciation                                855                593             1,415 
 Amortisation                              1,612                631             2,287 
 EBITDA                                    2,905              1,062             5,073 
 Add back: 
 Share-based payment charge                  120                150               196 
 Exceptional costs                           300                728             1,331 
 Adjusted EBITDA                           3,325              1,940             6,600 
                               -----------------  -----------------  ---------------- 
 
 

16. Post Balance Sheet Event

There are no post balance sheet events .

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