30 September 2024
VENTURE LIFE GROUP
PLC
("Venture Life", "VLG" or the "Group")
Unaudited interim results
for the six months ended 30 June 2024
Venture Life (AIM: VLG), a leader in
developing, manufacturing and commercialising products for the
international self-care market, is pleased to announce its interim
results for the six months ended 30 June 2024 (the "Period").
The Group delivered solid cash generation and has
achieved strong organic growth across its own
brands.
Financial Headlines
· Group revenues in line with previous period at £23.5m (H1 23:
£23.5m) and delivered 8% growth from VLG's own brands
· Gross margin increased 90bp to 38.1% (H1 23: 37.2%)
reflecting the greater sales composition of higher margin VLG
Brands
· Adjusted EBITDA2 decreased 18.4% to £3.6m (H1 23:
£4.4m), in line with management's expectations for H1 24, due
primarily to increased marketing expenditure which is anticipated
to deliver returns from H2 24
· Net
cash from operations increased 58% to £5.8m (H1 23: £3.7m) and free
cashflow3 increased 69% to £4.3m (H1 23: £2.6m)
· Net
debt4 reduced to £10.5m and Group net
leverage1 reduced to 1.09x (31 Dec 2023:
1.30x)
Post period end
· Agreement in principle reached with a significant OTC player
in Europe for the licensing and supply of products to a leading
brand in Women's Health launching Q1 2025
· New
collaboration signed with an existing blue chip customer for the
exclusive development of new innovative products which further
consolidate the Group's position within the Women's Health
category
· Ongoing development of strategic investment opportunities for
margin enhancing and complimentary M&A progressing
well
Outlook
· VLG's Brands continue to gain momentum in the UK following
distribution gains and the Group's order book provides clear
visibility over revenue from International partners. Significantly,
the order book composition for the remainder of the current year is
weighted further towards the higher margin VLG Brands and supports
an anticipated gross margin improvement over that delivered in the
first half.
· The
Board is pleased with the progress made in unlocking significant
opportunities which have extended VLG's footprint across UK
distribution channels and new partners within Europe and the US.
These developments, together with a tight control on operating
costs underpin the Board's confidence in meeting management's
expectations for the full year.
Jerry Randall, CEO of Venture Life Group plc
commented: "I am pleased with growth
of VLG's Brands in the UK where we have launched some great new
products over the last year and continued to grow our distribution
points on the back of new listings, most significantly across our
core brands. The increased investment in marketing activities and
strengthening of relationships with major retailers is delivering
evident results and has put us well placed to build-out further
both in the UK and Europe. Our innovation team continue to develop
and deliver a pipeline of relevant consumer focused products to
enhance our offering for years to come. As previously noted we
intentionally increased marketing expenditure during the period
which, as anticipated, impacted H1 performance, the benefits of
this increased spend have started to be delivered with 56 new
listings achieved since the beginning of the year, including 24 new
listings which go live during H2 24. Further, we have taken steps
to internalise production of the recently acquired Earol brand and
have begun manufacturing these products from Biokosmes during H2
which supports gross margin improvement. As such, and as a result
of the progress made against these initiatives and the ability to
rationalise certain costs in the business the Board remains
confident in the Group's ability to achieve management's
expectations for the full year and to continue the Groups' growth
trajectory into 2025."
*
The performance of the Group is assessed using Alternative
Performance Measures ("APMs"), which are measures that are not
defined under IFRS but are used by management to monitor ongoing
business performance against both shorter term budgets and
forecasts and against the Group's longer term strategic plans. APMs
are defined in note 16.
1 Group net leverage
calculated as net debt (excl. finance leases) and Adjusted
EBITDA2 on a trailing 12-month basis.
2 Adjusted EBITDA for Group
net leverage is EBITDA after deduction of finance lease costs and
before deduction of exceptional items (see note 6) and share based
payments (see note 16a for reconciliation) - the term applies
throughout this report.
3 Free cashflow calculated as
net cash generated from operating activities less capital
expenditure and financial lease payments (see note 16c for
reconciliation)
4 Net debt calculated as
gross debt (excl.finance leases) less cash (see note16d for
reconciliation)
Investor Meets Presentation
A live presentation relating to the
2024 Interim Results via Investor Meet Company will be provided on
2 October 2024 at 14:00pm BST. The presentation is open to all
existing and potential shareholders. Investors can sign up to
Investor Meet Company for free and add to meet Venture Life Group
plc via:
https://www.investormeetcompany.com/venture-life-group-plc/register-investor
Investors who already follow Venture Life Group
plc on the Investor Meet Company platform will automatically be
invited.
For further information, please contact:
Venture Life Group PLC
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+44 (0) 1344 578004
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Jerry Randall, Chief Executive
Officer
Daniel Wells, Chief Financial
Officer
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Cavendish Capital Markets Limited (Nomad and
Broker)
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+44 (0) 20 7397 8900
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Michael Johnson (Sales)
Stephen Keys / Camilla Hume
(Corporate Finance)
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About Venture Life (www.venture-life.com)
Venture Life is an international
consumer self-care company focused on developing, manufacturing and
commercialising products for the global self-care market. With
operations in the 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 Activ
range in the area of women's intimate healthcare, the Lift and
Glucogel product ranges for hypoglycaemia, Gelclair and Pomi-T for
oncology support, Earol for ear wax removal, 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.
Trading Performance
Overview
Group revenues for the first half
were £23.5m in line with the first half of the prior period (H1 23:
£ 23.5m). We saw growth in the VLG Brands benefitting from progress
achieved in 2023, mitigated by lower Customer Brands revenues as
they returned to more normal levels after exceptional revenues in
H1 23 driven by some customers increasing stock levels.
Underlying this was overall growth
of 8% on the Venture Life Brands to £12.9 million (H1 23: £12.0m),
and Private Label 10% to £1.0m (H1 23: £0.9 million), whilst
Customer Brands was 9% lower, as expected, at £9.6m (H1 23:
£10.6m). The full year impact of listing gains made in the UK in
the second half of 2023 contributed to UK & EU Retail and
online revenues growing by 16%, mitigated by International VLG
Brands falling 7% due to the H2 phasing of Gelclair revenues. The
previously communicated increased investment in VLG Brands in the
UK during the first half of 2024 is expected to start to deliver
returns during the second half of 2024 as new listings continue to
go-live throughout H2.
Our investment in new product
development ("NPD") and innovation continues to positively impact
the Group's revenues, with £0.9m (H1 23: £1.3m) of first half
revenues being generated by products newly developed in 2023 and of
this NPD from VLG Brands accounted for £0.5m (H1 23:
£0.1m).
As detailed in our 2023 results
update, Customer Brands saw unusually high growth in the first half
of 2023 due to some customers rebuilding stock levels after the
supply chain pressures of 2022. So, and as anticipated, we saw
lower revenues in the first half of 2024 resulting in a more
normalised level of revenues from Customer Brands.
Revenue £'m Unaudited six
months ended
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30-Jun-24
Actual
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30-Jun-23
Actual
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Growth Vs
2023
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Balance
Activ
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3.3
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2.9
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14%
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Lift
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3.1
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2.3
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35%
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Earol
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2.8
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2.3
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22%
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Ultradex
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1.3
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1.1
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18%
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Gelclair
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0.2
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1.0
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(79%)
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Glucogel
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1.1
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1.0
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10%
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Dentyl
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0.7
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0.9
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(22%)
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Pomi-T
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0.0
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0.1
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(100%)
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Other
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0.4
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0.4
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1%
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Sub-Total VLG Brands (before
private label)
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12.9
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12.0
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8%
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Private
label
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1.0
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0.9
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10%
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Total VLG
Brands
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13.9
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12.9
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8%
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Customer
Brands
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9.6
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10.6
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(9%)
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Grand
Total
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23.5
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23.5
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0%
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Venture Life Brands
VLG Brand revenues (excl. private
label) of £12.9m were 8% ahead of the prior period (H1 23: £12.0m).
Revenues in the UK & EU retail and online grew 16% to £8.7m (H1
23: £7.5m) driven by the annualisation of new listings achieved
during 2023, with our 3 core brands (Balance Activ, Lift and Earol
all in growth), and by revenues from newly launched products
developed in 2023. Internationally, although again these three core
brands were all in growth, the phasing of orders on Gelclair meant
International VLG Brands were 7% lower at £4.2m (H1 23: £4.5m).
Excluding the Gelclair sales, International VLG Brands grew 14% to
£4.0m (H1 23: £3.5m).
The Group continues to focus on
organic growth of its VLG Brands from distribution gains, new
product development and increased consumer purchasing through the
impact of our increased advertising investment. The extensive
experience and expertise within our innovation team, coupled with
manufacturing capacity, will enable us to continue to drive the
growth of our VLG Brands delivering innovative need state products
into the market.
VLG Brands Revenue
£'m
Unaudited
six months ended
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30-Jun-24
Actual
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30-Jun-23
Actual
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Growth Vs
2023
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Energy Management
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4.2
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3.3
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27%
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Women's Health
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3.3
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2.9
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14%
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Ear, Nose & Throat
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2.9
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2.4
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21%
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Oral Care
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2.0
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2.0
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1%
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Oncology Support
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0.2
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1.2
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(83%)
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Footcare
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1.0
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0.8
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25%
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Other
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0.3
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0.3
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1%
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Total
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13.9
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12.9
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8%
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Energy Management
Energy Management (Lift and
Glucogel) continued the momentum built in 2023 and delivered growth
of 27% over the prior period to £4.2m (H1 23: £3.3m), driven
primarily by Lift. The brand continues to grow well, with sales
through Amazon and our partner in Eire driving this, and we have
seen growth also through the pharmacy channel. It is an ideal
product for subscribe and save through Amazon, and very receptive
to digital activation. Glucogel is now also available through the
Amazon platform adding to the overall positive position.
Lift revenues for the first half
were 35% higher than the prior period at £3.1m (H1 23: £2.3m), and
Glucogel revenues were 10% higher than the prior period at £1.1m
(H1 23: £1.0m). Our investment in new products has also positively
impacted the Lift brand, with the launch of the Active Energy Boost
tablets in the second half of 2023 and the launch of several new
shot flavours in 2024.
Women's Health
Revenues for the Balance Activ brand
grew by 14% overall to £3.3m (H1 23: £2.9m), of which £1.5m was in
the UK & EU direct to retailers and online (H1 23: £1.3m) and
£1.8m (H1 23: £1.6m) through our international distribution
partners.
The new Thrush Cream product
launched in late 2023 has seen positive traction in the first half
and has contributed to the growth, but the growth seen is below our
expectations as new listings have come on line more slowly. Despite
encountering market challenges in the UK impacting all products in
this space, Balance Activ bacterial vaginosis products have still
grown in market share, notwithstanding aggressive marketing and
promotion by some competitors. Another positive for VLG has been
the increased focus by retailers on the menopause space as we will
be launching our own new menopause range and this will happen in Q1
2025.
Ear, Nose & Throat
Revenues from this segment grew 21%
to £2.9 million (H1 23: £2.4m), which was split as to £1.3m (H1 23:
£1.1m) in UK & EU direct to retailers and online, and £1.6m (H1
23: £1.3m) through our international distribution partners. With
the exception of £0.1m (H1 23: £0.0m) of revenues for the Sterinase
products, the rest of the revenues in this segment are from the
Earol products. A change in ownership of our Scandinavian partner
has meant slightly slower progress in 2024 for that market, but we
expect a better position in 2025 as the transfer to new owners is
embedded.
The new Baby Earol product was
launched at the end of 2023 and has contributed to growth in the
first half in the UK, although its growth has been lower than
expected as penetration into the retailers has taken longer. The
Earol products have been listed on Amazon in 2023 and continue to
see positive progress with these in 2024.
Earol Swim contributed revenues of
£0.1m (H1 23: £0.0m) and sells only in the UK currently, but we are
undertaking work to make this available outside of the UK in future
years.
Oncology Support
These products (Gleclair, Pomi T and
Xonrid) are currently sold entirely through distribution partners
both in the UK and internationally, and revenues are dictated by
rather lumpy order patterns from partners. These assets were
acquired in 2021, and the previous owner continued to act as the
legal manufacturer for Geclair and Xonrid (releasing product and
other activities on behalf of VLG) until the end of 2023, when MDR
approval was expected, at which time VLG was expected to become
legal manufacturer. The previous owner was not prepared to carry on
this activity after the end of 2023. The exact timing of the MDR
approval was not certain so in advance of the change, customers
ordered extra stock in 2023 to cover the first half of 2024 until
VLG was able to release the product. Consequently, it was expected
that revenues from Gelclair and Xonrid in H1 2024, which were £0.2m
(H1 23: £1.2m), would be much lower than in the prior period.
Revenues for Pomi T were £0.0m (H1 23: £0.1m) as there are only a
small number of partners for this product and they historically
have taken their stock in the second half of the year. We expect
revenues for these three products to be much higher in the second
half of 2024.
Oral care
Overall Oral care revenues were the
same as the prior period at £2.0m (H1 23: £2.0m), but the split
between UltraDEX and Dentyl differs. UltraDEX continues to recover
well from the reduction seen during COVID, when the revenues were
hit as people were not going out, either socially or for work.
UltraDEX is proving to be very responsive to promotional activity
and is performing well both online and offline. Dentyl revenues are
lower than the prior period as the product was delisted by
Superdrug in the second half of 2023. However, initiatives in 2024
are driving growth from the brand, including advertising and
promotion in Amazon and Boots, and the launch in Q2 of new
labelling with additional claims around efficacy to compete better
with the lead products in the space.
Digital
Revenues from Amazon continue to
grow strongly in the first half, up 50% to £2.5m (H1 23: £1.6m),
driven by strong advertising activities and increasing the number
of our brands listed on the platform. Earol was listed on Amazon
for the first time in the second half of 2023 and has contributed
to Amazon revenues in the first half of 2024. We continue to see
strong growth from Lift on the Amazon platform, where it is proving
to be responsive to digital activation and the 'subscribe and save'
model. We also listed Glucogel on Amazon for the first time in H1
2024 and have seen good traction for the product without
cannibalising other channels.
Customer Brands
As expected, Customer Brands
revenues were 9% lower in the first half at £9.6m (H1 23: £10.6m).
Customer Brands had a stronger than usual performance in the first
half of 2023 where revenues grew 20% over the prior period, as a
number of larger customers bought stock ahead for the year after
the general supply chain issues in H2 2022, and this evened out
across the year with 2023 revenues in line with 2022 revenues.
Within the Customer Brands business we are heavily reliant on our
customers making a success of their brands, there is little we can
do to influence this other than manufacture high quality products
on time and deliver excellent service.
We do continue to attract new
business into this division in order to build on the underlying
revenue and customer base, and to seek to protect us when
customers' brands do not perform. It is also normal for the
products of our customers to have their own life cycles where the
customer will want to refresh a brand or product range from time to
time. We also use our internal expertise to develop new products
for customers, existing and new. In the first half of the year, we
generated revenues of £0.4m (H1 23: £1.2m) from new products we
developed for customers in 2023. We have attracted a number of new
customers into our business in 2023 and 2024, from whom we are
starting to generate revenues. Continued investment in our
development and manufacturing facilities has always been a feature
of the business, enabling us to attract new business.
Operational developments
It is important that we continue to
optimise our business operations to ensure we maximise
profitability and efficiency by many means:
· Internalisation of manufacturing. During Q2 & Q3 2024 we
have invested to internalise the manufacture of the Earol products
we acquired late in 2022. We are pleased that this has been
achieved with manufacture of product commencing in August and
deliveries in September. This move will enhance our profitability
and reduce our working capital requirement for this
product.
· Warehouse rationalisation. At the start of 2024 we combined
our UK third party warehousing into one supplier, which has helped
to reduce stock levels, improve efficiency and benefit
cashflows.
· Continual improvement and enhancement of reporting. As we
have grown, the reporting requirements of the Group have grown, and
we are now embarking on a project to improve and harmonise our
systems across the Group with a new ERP system. Work has already
begun on this project, and will continue into 2025, and we expect
the new system to be fully operational by 2026.
Through acquisitions we have
acquired a number of legal entities which through operational
integration have become needless for the future. Over the coming
months and years, we will seek to rationalise the number of
entities within the Group in order to save unnecessary costs,
simplify regulatory requirements and improve efficiency.
Innovation and the Medical device Directive
Innovation continues to sit at the
heart of our new product development. As outlined in previous
years, we continue to build revenues and brands with insightful
innovation and new product development. In particular in the first
half of 2024 we have:
· Developed new more sustainable packaging solution for a
number of our products, including UltraDEX.
· Developed a menopause range of products and we are currently
engaged in discussions with retailers to launch in early
2025.
· Developed a number of new products in the Customer Brands
business.
We continue to progress our 30
technical files through the transition from regulation under the
Medical Device Directive (MDD) to the new Medical Device
Regulations (MDR). With the MDD extensions all in place, we
can continue to sell our products registered under MDD until May
2028. This allows us more time to achieve the transition to MDR,
thus spreading the cost. We have already successfully achieved
approval on some of our products under the more rigorous MDR,
including Gelclair, and there is no doubt that attaining this
approval for products will make them more attractive and
potentially more valuable as many products are likely to fail to
get approval under the new regulations.
Sustainable Life
Sustainability is fundamental to the
Group's business, and we continually work towards reducing the
impact we have on the environment and improving the sustainability
of our operations. In 2023 we focused on gathering data on our
Biokosmes facilty in Italy in order to understand our carbon
footprint at that site, and the life cycle analysis of our key
brands. In 2024 we are utilising this data to work on our net zero
plan for the facility, and at the same time gather the data for
achieving this for the rest of the Group.
Post period-end the Biokosmes
facility was again awarded the Silver Ecovadis sustainability
rating based on its most recent assessment, which means the Group
is in the top 15% of companies assessed. This is a tremendous
achievement for the site, as the hurdle required to attain each
level rises each year as the population of companies assessed
improves its sustainability.
Profit and loss account
Revenues were in line with the
previous period at £23.5m with a greater weight from VLG Brands
which accounted for 59% of overall Group revenue in the period (H1
23: 55%). The greater sales composition of these higher margin VLG
Brands supported a gross margin improvement of 90bp to 38.1% (H1
23: 37.2%) (H1 22: 40.6%) aided by customer price increases
implemented in late 2023 and easing of inflationary pressures on
supply.
Whilst the Group benefits of the
above factors, marginality remains below the levels from a couple
of years ago and getting back to these levels is restricted by the
rapid growth in direct to consumer ("DTC") online revenue to £2.5m
in H1 24 (H1 23: £1.6m) (H1 22: £0.9m). These revenues warrant a
higher selling price per unit but deliver a lower percentage gross
margin than equivalent B2B selling as there are additional
fulfilment costs to realise each sale. Sales through the DTC
channel achieve gross margins of approx. 1500bp lower than B2B
selling, although the absolute profit after marketing costs derives
similar EBITDA. The continued growth in online selling has
strengthened the Group's ability to improve marginality of these
sales at all levels of the P&L through offering multi-pack
options which generate fulfilment cost efficiencies, organic sales
improvement which drive advertising cost efficiencies plus tightly
controlled pricing uplifts.
Operating expenditure increased to
£6.6m (H1 23: £5.5m) including depreciation charges of £1.1m (H1
23: £1.0m). Net of depreciation charges, operating expenditure
increased 21% to £5.5m (H1 23: £4.5m). As referred to in our July
trading update, the Group has increased its marketing expenditure
within the UK and this spend was up by more than 90% to £0.9m
against the comparative period (H1 23: £0.5m). In relative terms
the spend for the first six months of the current year represented
10.3% of VLG Brands revenue in the UK/EU retail channels (H1 23:
6.7%) although as this spend is weighted towards our core brands it
can be as much as 15-17% of revenue on highest performing
products. The marketing investment is delivering an
accelerated growth rate on the VLG Brands in these channels (H1 24:
16%) (H1 23: 3%). The key areas of the additional investment are
set out below:
· Fixed spend with retailers to run in-store promotions which
provide better shelf placement for our brands and help to
strengthen partnerships with mainstream retailers. This investment
is already producing results with a significant number of new
product listings confirmed to launch in UK retail throughout 2024
which will annualise next year.
· Brand awareness using smart digital marketing activities i.e.
social media which provides reach to millions of potential
consumers in cost effective ways.
· Online advertising enabling continuation of our roll-out of
existing and new products across Amazon in the UK and more widely
into the EU and US. VLG's model applies high up-front investment
into these channels with an initial low sales return and break-even
position achieved, after approx. 12 months we see this become
profitable as sales grow quickly and advertising efficiencies are
obtained.
Other administrative costs increased
by £0.6m (15%) and included the annualisation of prior year
investment into the Group's commercial function (£0.3m). Net
R&D costs of £0.2m were in line with the prior period (H1 23:
£0.2m).
The Group delivered Adjusted EBITDA
of £3.6m for the six-month period, a decrease of 18.4% over the
£4.4m reported in the previous year and at a reduced margin of
15.4% (H1 23: 18.9%).
Exceptional items amounted to £0.4m
(H1 23: £0.2m) and comprised various operational restructure
activities including redundancy costs associated with the closure
of our offices in The Netherlands, plus external advisor fees in
connection with entity consolidation projects and prospective
M&A expenditure.
Amortisation of £2.3m (H1 23: £2.3m)
was in line with the prior period and depreciation of £1.1m (H1 23:
£1.0m) was slightly higher allowing additional right of use assets
associated with extension of warehousing agreements in the
UK.
Finance costs of £1.4m were lower
than the prior period (H1 23: £1.7m) reflecting reduced interest
charges on the Group's revolving credit facility ("RCF") which fell
to £0.7m (H1 23: £0.8m) and a reduction in net exchange losses to
£0.3m (H1 23: £0.7m). Other non-cash finance costs amounting to
£0.4m (H1 23: £0.2m) were slightly higher than the prior period due
to recognition of losses on modification of the RCF upon renewal on
9 April 2024 which has been extended for a further four
years.
Net of the increase in amortisation,
impairment, finance costs and reduction in exceptional costs, the
loss before tax for the period increased to £1.6m (H1 23: £1.3m).
Tax of £0.0m (H1 23: £0.2m) comprised a current income tax charge
of £0.5m (H1 23: £0.6m) partial offset by unwind of deferred tax
balances £0.4m (H1 23: £0.4m), resulting in a net loss of £1.7m (H1
23: £1.5m).
Cash and debt
Net cash
from operating activities increased 58% to £5.8m (H1 23: £3.7m) and
benefitted from a working capital improvement of £3.3m arising
primarily on normalisation of trade payables. The comparative
period had been adversely affected by significant supplier payments
relating to inventory build-up at the end of the preceding
year.
Free cash
flow increased 69% to £4.3m (H1 23: £2.6m) and was used to drive a
net debt reduction of £3.2m to £10.5m at 30 June 2024 (31-Dec-23:
£13.7m) and for servicing debt. Finance costs payable during the
period included RCF interest of £0.5m (H1 23: £0.7m) and one-off
fees of £0.4m (H1 23: nil) for extending this facility out for a
further four years.
Group net
leverage1 reduced to 1.09x at the period end (31-Dec-23:
1.30x).
Current trading and outlook
Performance of the VLG Brands has
continued to gain momentum in the UK on the back of distribution
gains and the Group's order book provides clear visibility over
revenues of these products from our International partners.
Significantly, the order book composition for the remainder of the
current year is weighted further towards the higher margin VLG
Brands than at the same point in previous years and supports an
anticipated gross margin improvement over that delivered in the
first half.
In the Customer Brands' business
we have seen de-stocking evident from a small number of key
customers, although it is not anticipated that this will have a
material impact and the outlook for 2025 is becoming increasingly
positive.
We are pleased to announce that an
agreement in principle has been reached to license and supply
products for a leading brand in Women's Health with a significant
OTC player in Europe which will launch in Q1 2025. Further, our
expertise in developing innovative products continues to achieve
results and has led to a new collaboration with an existing blue
chip customer, to exclusively develop a range of products which
further extend the Group's growing prominence within Women's
Health. Discussions over private label opportunities continue to
gain good traction, although the timing of these launches will be
slightly later than expected and impacting in 2025 not
2024.
As alluded to in the July trading
update, the Group is also actively pursuing a number of margin
enhancing and complimentary M&A opportunities which are
progressing well.
The Board is pleased with the
progress made in unlocking a number of significant opportunities
which have extended VLG's footprint across UK distribution channels
and new partners within Europe and the US. These developments,
together with a tight control on operating costs underpin the
Board's confidence in meeting management's expectations for the
full year.
Jerry
Randall
Daniel Wells
Chief Executive
Officer
Chief Financial Officer
30 September
2024
30 September 2024
Unaudited Interim Condensed Consolidated
Statement of Cash Flows
For
the six months ended 30 June 2024
|
Six months
|
|
Six
months
|
|
Year
ended
|
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
Cash flow from operating activities:
|
|
|
|
|
|
(Loss)/profit before tax
|
(1,641)
|
|
(1,333)
|
|
1,123
|
Finance cost
|
1,385
|
|
1,716
|
|
2,166
|
Operating (loss)/profit
|
(256)
|
|
383
|
|
3,289
|
|
|
|
|
|
|
Adjustments for:
|
|
|
|
|
|
- Depreciation of
property, plant and equipment
|
1,105
|
|
1,006
|
|
2,128
|
- Impairment losses of
financial assets
|
18
|
|
(1)
|
|
(101)
|
- Amortisation of
intangible assets
|
2,260
|
|
2,321
|
|
4,516
|
- Impairment of
intangible assets
|
-
|
|
389
|
|
760
|
- (profit)/Loss on
disposal of non-current assets
|
(7)
|
|
-
|
|
23
|
- Share-based payment
expense
|
157
|
|
120
|
|
225
|
Operating cash flow before movements in working
capital
|
3,277
|
|
4,218
|
|
10,840
|
(Increase)/decrease in
inventories
|
(397)
|
|
(952)
|
|
1,481
|
Decrease in trade and other
receivables
|
2,747
|
|
3,096
|
|
104
|
Increase/(decrease) in trade and
other payables
|
824
|
|
(2,296)
|
|
(2,590)
|
Cash generated by operating activities
|
6,451
|
|
4,066
|
|
9,835
|
Tax paid
|
(622)
|
|
(370)
|
|
(1,615)
|
Tax receipt
|
-
|
|
-
|
|
-
|
Net
cash from operating activities
|
5,829
|
|
3,696
|
|
8,220
|
|
|
|
|
|
|
Cash flow from investing activities:
|
|
|
|
|
|
Acquisition of subsidiaries, net of
cash acquired
|
-
|
|
(2,933)
|
|
(2,933)
|
Purchases of property, plant and
equipment
|
(312)
|
|
(242)
|
|
(820)
|
Expenditure in respect of intangible
assets
|
(622)
|
|
(414)
|
|
(1,587)
|
Net
cash used by investing activities
|
(934)
|
|
(3,589)
|
|
(5,340)
|
|
|
|
|
|
|
Cash flow from financing activities:
|
|
|
|
|
|
Net proceeds from issuance of
ordinary shares
|
-
|
|
-
|
|
-
|
Drawdown in interest-bearing
borrowings
|
-
|
|
1,838
|
|
3,165
|
Repayment of interest-bearing
borrowings
|
(3,203)
|
|
(2,276)
|
|
(3,581)
|
Leasing obligation
repayments
|
(579)
|
|
(479)
|
|
(999)
|
Interest paid
|
(1,069)
|
|
(755)
|
|
(1,391)
|
Net
cash from financing activities
|
(4,851)
|
|
(1,672)
|
|
(2,806)
|
|
|
|
|
|
|
Net
(decrease)/increase in cash and cash equivalents
|
44
|
|
(1,565)
|
|
74
|
Net foreign exchange
difference
|
(91)
|
|
(408)
|
|
(83)
|
Cash and cash equivalents at
beginning of period
|
5,622
|
|
5,631
|
|
5,631
|
Cash and cash equivalents at end of period
|
5,575
|
|
3,658
|
|
5,622
|
|
|
|
|
|
|
Notes to the Unaudited Interim Condensed
Consolidated Financial Statements for the six months ended 30 June
2024
1.
Corporate information
The Interim Condensed Consolidated
Financial Statements of Venture Life Group plc and its subsidiaries
(collectively, the Group) for the six months ended 30 June 2024
("the Interim Financial Statements") were approved and authorised
for issue in accordance with a resolution of the directors on 30
September 2024.
Venture Life Group plc ("the
Company") is domiciled and incorporated in the United Kingdom, and
is a public company whose shares are publicly traded on AIM. The
Group's principal activities are the development, manufacture and
distribution of healthcare and dermatology products.
2.
Basis of preparation
The interim financial information
in this report has been prepared using accounting policies
consistent with International Financial Reporting Standards
("IFRS") as adopted by the UK within the meaning of section 343 of
the companies act 2006. IFRS is subject to amendment and
interpretation by the International Accounting Standards Board
(IASB) and the IFRS Interpretations Committee (IFRIC) and there is
an ongoing process of review and endorsement by the UK Endorsement
Board. The financial information has been prepared based on IFRS
that the Directors expect to be adopted by the UK and applicable as
at 31 December 2024. The Group has chosen not to adopt IAS 34
"Interim Financial Statements" in preparing the interim financial
information.
The financial information
contained in the Interim Financial Statements, which are unaudited,
does not constitute statutory accounts in accordance with the
Companies Act 2006. The financial information for the year ended 31
December 2023 is extracted from the statutory accounts for that
year which have been delivered to the Registrar of Companies and on
which the auditor issued an unqualified opinion and did not draw
attention to any matters by way of emphasis and did not contain a
statement under section 498(2) or (3) of the Act.
3.
Accounting policies
The accounting policies adopted in
the preparation of the Interim Financial Statements are consistent
with those followed in the preparation of the Consolidated
Financial Statements for the year ended 31 December
2023.
Foreign currencies
The assets and liabilities of
foreign operations are translated into sterling at exchange rates
ruling at the balance sheet date. Revenues generated and expenses
incurred in currencies other than sterling are translated into
sterling at rates approximating to the exchange rates ruling at the
dates of the transactions. Foreign exchange differences arising on
retranslation of assets and liabilities of foreign operations are
recognised directly in the foreign currency translation
reserve.
The sterling/euro exchange and
sterling/SEK rates used in the Interim Financial Statements and
prior reporting periods are as follows:
Sterling/euro exchange rates
|
|
Six months
|
|
Six months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
Average exchange rate for
period
|
|
1.170
|
|
1.141
|
|
1.150
|
Exchange rate at the period
end
|
|
1.180
|
|
1.163
|
|
1.153
|
|
|
|
|
|
|
|
Sterling/SEK exchange rates
|
|
Six
months
|
|
Six
months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
Average exchange rate for
period
|
|
13.324
|
|
12.926
|
|
13.187
|
Exchange rate at the period
end
|
|
13.393
|
|
13.710
|
|
12.830
|
|
|
|
|
|
|
|
4.
Segmental information
Management has determined the
operating segments based on the reports reviewed by the Group Board
of Directors (Chief Operating Decision Maker) that are used to make
strategic decisions. The Board considers the business from a
line-of-service perspective and uses operating profit/(loss) as its
profit measure. The operating profit/(loss) of operating segments
is prepared on the same basis as the Group's accounting operating
profit/(loss) before exceptional items (see note 6). In line with
the 2023 Consolidated Financial Statements, the operations of the
Group are segmented as VLG Brands, which includes sales of
healthcare and skin care products under distribution agreements and
direct to UK retailers, and Customer Brands, which includes
development and manufacturing.
The following is an analysis of
the Group's revenue and results by reportable segment.
|
|
VLG Brands
|
|
Customer
Brands
|
|
Eliminations
|
|
Consolidated
Group
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Six
months to 30 June 2024
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
External Sales
|
|
13,819
|
|
9,635
|
|
-
|
|
23,454
|
Inter-segment sales
|
|
613
|
|
1,911
|
|
(2,524)
|
|
-
|
Total revenue
|
|
14,432
|
|
11,546
|
|
(2,524)
|
|
23,454
|
|
|
|
|
|
|
|
|
|
Results
|
|
|
|
|
|
|
|
|
Operating (loss)/profit before
exceptional items and excluding central administrative
costs
|
|
1,401
|
|
1,195
|
|
-
|
|
2,596
|
|
|
|
|
|
|
|
|
|
|
|
VLG Brands
|
|
Customer
Brands
|
|
Eliminations
|
|
Consolidated
Group
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Six
months to 30 June 2023
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
External Sales
|
|
12,875
|
|
10,579
|
|
-
|
|
23,454
|
Inter-segment sales
|
|
683
|
|
3,637
|
|
(4,320)
|
|
-
|
Total revenue
|
|
13,558
|
|
14,216
|
|
(4,320)
|
|
23,454
|
|
|
|
|
|
|
|
|
|
Results
|
|
|
|
|
|
|
|
|
Operating (loss)/profit before
exceptional items and excluding central administrative
costs*
|
|
1,097
|
|
1,752
|
|
-
|
|
2,849
|
|
|
|
|
|
|
|
|
|
|
|
VLG Brands
|
|
Customer
Brands
|
|
Eliminations
|
|
Consolidated
Group
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
£'000
|
Twelve months to 31 December 2023
|
|
|
|
|
|
|
|
|
Revenue
|
|
|
|
|
|
|
|
|
External sales
|
|
30,727
|
|
20,684
|
|
-
|
|
51,411
|
Inter-segment sales
|
|
1,902
|
|
6,647
|
|
(8,549)
|
|
-
|
Total revenue
|
|
32,629
|
|
27,331
|
|
(8,549)
|
|
51,411
|
|
|
|
|
|
|
|
|
|
Results
|
|
|
|
|
|
|
|
|
Operating profit before exceptional
items and excluding central administrative costs
|
|
5,316
|
|
3,502
|
|
-
|
|
8,818
|
|
|
|
|
|
|
|
|
|
*Prior year figures have been re-analysed for the six months
ended 30 June 2023 due to an error.
|
|
Six months
|
|
Six
months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Operating
profit before exceptional items and excluding central
administrative costs
|
|
2,596
|
|
2,849
|
|
8,818
|
Central
administrative costs
|
|
(2,495)
|
|
(2,249)
|
|
(4,890)
|
Exceptional expenses
|
|
(357)
|
|
(217)
|
|
(639)
|
Operating
(loss)/profit
|
|
(256)
|
|
383
|
|
3,289
|
Net
finance cost
|
|
(1,385)
|
|
(1,716)
|
|
(2,166)
|
(Loss)/profit before
tax
|
|
(1,641)
|
|
(1,333)
|
|
1,123
|
,
|
|
|
|
|
|
|
5.
Amortisation of intangible assets
|
|
Six months
|
|
Six months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
Amortisation of:
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Acquired
intangible assets
|
|
(791)
|
|
(794)
|
|
(1,586)
|
Patents,
trademarks and other intangible assets
|
|
(891)
|
|
(1,189)
|
|
(2,061)
|
Capitalised development costs
|
|
(578)
|
|
(338)
|
|
(869)
|
|
|
(2,260)
|
|
(2,321)
|
|
(4,516)
|
|
|
|
|
|
|
|
6.
Exceptional items
|
|
Six months
|
|
Six months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Prospective M&A costs
|
|
(110)
|
|
-
|
|
(86)
|
Integration of acquisitions
|
|
(89)
|
|
(160)
|
|
(277)
|
Restructuring costs
|
|
(158)
|
|
(57)
|
|
(276)
|
|
|
(357)
|
|
(217)
|
|
(639)
|
|
|
|
|
|
|
|
The Group treats costs as
exceptional items where their frequency and nature warrant being
separately classified. In the six-month period to 30 June 2024, the
Group incurred restructuring costs of £158,000 primarily owing to
redundancy costs and legal fees associated with the closure of the
Group's offices in The Netherlands. Costs of £89,000 were incurred
in relation to completing integration of prior year acquisitions
including external advisor fees in respect of entity
rationalisation activities. Other exceptional costs comprised
£110,000 incurred in relation to ongoing prospective M&A
activities.
7.
Finance costs
|
|
Six months
|
|
Six months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
On loans
and overdrafts
|
|
721
|
|
802
|
|
1,613
|
Loss on
non-substantial modification of Revolving Credit
Facility
|
|
151
|
|
-
|
|
-
|
Amortised
finance issue costs
|
|
115
|
|
183
|
|
199
|
Interest
on lease liabilities
|
|
100
|
|
34
|
|
72
|
Net
exchange difference
|
|
298
|
|
697
|
|
297
|
|
|
1,385
|
|
1,716
|
|
2,181
|
|
|
|
|
|
|
|
8.
Taxation
The Group calculates the income
tax expense for the period using the tax rate that would be
applicable to the earnings in the six months to 30 June 2024. The
major components of income tax expense in the Interim Condensed
Statement of Comprehensive Income are as follows:
|
|
Six months
|
|
Six
months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
Current
income tax
|
|
(487)
|
|
(599)
|
|
(1,013)
|
Deferred
income tax expense related to origination and reversal of timing
differences
|
441
|
|
424
|
|
811
|
Income tax (expense)/credit
recognised in statement of comprehensive income
|
(46)
|
|
(175)
|
|
(202)
|
|
|
|
|
|
|
|
The current income tax expense is
based on the profits of the businesses based in Italy and
Netherlands. The UK based businesses have utilised tax losses and
thus have no current income tax expense.
At the period end, the estimated
tax losses amounted to £9,469,000 (30 June 2023: £9,867,000; 31
December 2023: £9,469,000).
9.
Other comprehensive income/(expense)
Other comprehensive
income/(expense) represents the foreign exchange difference on the
translation of the assets, liabilities and reserves of Biokosmes
and PharmaSource which have functional currencies of Euros and the
Swedish entities which have functional currencies in Swedish Krona
(SEK). The movement is shown in the foreign currency translation
reserve between the date of acquisition of Biokosmes, when the
GBP/EUR rate was 1.193 and the balance sheet date rate at 30 June
2024 of 1.180 (at 31 December 2023 of 1.153 and at 30 June 2023 of
1.163) together with the same computation for PharmaSource BV
between the date of acquisition when the GBP/EUR rate was 1.185 and
the balance sheet date rate at 30 June 2024 of 1.180. The
movement for Sweden is shown in the foreign currency translation
reserve between the date of acquisition of BBI Healthcare, when the
GBP/SEK rate was 11.742 and the balance sheet date rate at 30 June
2024 of 13.393 (at 31 December 2023 of 12.830 and at 30 June 2023
of 13.710). The result is an amount that may subsequently be
reclassified to profit and loss.
10. Earnings per share
|
|
Six months
|
|
Six
months
|
|
Year
ended
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
|
(Unaudited)
|
|
(Unaudited)
|
|
(Audited)
|
|
|
|
|
|
|
|
Weighted
average number of ordinary shares in issue
|
|
126,529,587
|
|
126,498,197
|
|
126,498,197
|
(Loss)/profit attributable to equity holders of
the Company (£'000)
|
(1,687)
|
|
(1,508)
|
|
921
|
Basic
(loss)/profit per share (pence)
|
|
(1.33)
|
|
(1.19)
|
|
0.73
|
Diluted
(loss)/profit per share (pence)
|
|
(1.33)
|
|
(1.19)
|
|
0.68
|
Adjusted
profit per share (pence)
|
|
0.40
|
|
0.91
|
|
5.58
|
Diluted
adjusted profit per share (pence)
|
|
0.37
|
|
0.86
|
|
5.21
|
|
|
|
|
|
|
|
Adjusted earnings per share is
profit after tax excluding amortisation, exceptional items and
share based payments. Diluted adjusted earnings per share is profit
after tax excluding amortisation, exceptional items and share based
payments, diluted by the inclusion of
10,194,015 stock options and 404,599 long-term incentive plan
awards ("LTIP's"). Including this dilution, the weighted average
number of ordinary shares for the diluted EPS calculation is
137,128,201 (30 June 2023: 133,506,827; 31 December 2023:
133,635,025) shares.
In circumstances where the Basic
and Adjusted results per share attributable to ordinary shareholders are a loss then the
respective diluted figures are identical to the undiluted figures.
This is because the exercise of share options would have the effect
of reducing the loss per ordinary share and is therefore not
dilutive under the terms of IAS 33.
11. Intangible assets
At the reporting date the Goodwill
generated from the acquisitions of Biokosmes Srl in March 2014,
Periproducts Limited in March 2016, Dentyl in August 2018,
PharmaSource BV in 2020, BBI Healthcare in June 2021, Helsinn in
August 2021 and HL Healthcare in November 2022 accounted for £38.3m
of the intangible assets of the Group (£38.6m at 31 December 2023).
There was no impairment of Goodwill in the reporting period (6
months to June 2023: £389,000). There was a total impairment of
Goodwill of £760,000 in the 12 months to 31 December
2023.
|
Development
Costs
|
Brands
|
Patents and
Trademarks
|
Goodwill
|
Other Intangible
Assets
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost or valuation:
|
|
|
|
|
|
|
At 1 January
2023
|
5,119
|
29,375
|
1,059
|
39,652
|
13,523
|
88,728
|
Additions
|
411
|
-
|
3
|
-
|
-
|
414
|
Disposals
|
-
|
-
|
-
|
-
|
-
|
-
|
Foreign
exchange
|
(182)
|
-
|
(20)
|
(428)
|
(94)
|
(724)
|
At 30 June
2023
|
5,348
|
29,375
|
1,042
|
39,224
|
13,429
|
88,418
|
Additions
|
966
|
-
|
207
|
-
|
-
|
1,173
|
Disposals
|
(22)
|
-
|
-
|
-
|
-
|
(22)
|
Foreign
exchange
|
98
|
-
|
5
|
123
|
26
|
252
|
At 31 December
2023
|
6,390
|
29,375
|
1,254
|
39,347
|
13,455
|
89,821
|
Additions
|
611
|
-
|
11
|
|
|
622
|
Foreign
exchange
|
(164)
|
-
|
(16)
|
(328)
|
(71)
|
(579)
|
At 30 June
2024
|
6,837
|
29,375
|
1,249
|
39,019
|
13,384
|
89,864
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortisation:
|
|
|
|
|
|
|
At 1 January
2023
|
2,780
|
2,344
|
693
|
-
|
4,217
|
10,034
|
Charge
for the period
|
338
|
1,115
|
74
|
-
|
794
|
2,321
|
Impairment charge
|
-
|
-
|
-
|
389
|
-
|
389
|
Foreign
exchange
|
(89)
|
-
|
(12)
|
-
|
(71)
|
(172)
|
At 30 June
2023
|
3,029
|
3,459
|
755
|
389
|
4,940
|
12,572
|
Charge
for the period
|
531
|
802
|
70
|
-
|
792
|
2,195
|
Impairment charge
|
-
|
-
|
-
|
371
|
-
|
371
|
Foreign
exchange
|
44
|
|
3
|
2
|
22
|
71
|
At 31 December
2023
|
3,604
|
4,261
|
828
|
762
|
5,754
|
15,209
|
Charge
for the period
|
578
|
803
|
88
|
|
791
|
2,260
|
Foreign
exchange
|
(91)
|
-
|
(11)
|
(9)
|
(61)
|
(172)
|
At 30 June
2024
|
4,091
|
5064
|
905
|
753
|
6,484
|
17,297
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount:
|
|
|
|
|
|
|
At 31 December
2023
|
2,786
|
25,114
|
426
|
38,585
|
7,701
|
74,612
|
At 30 June
2023
|
2,319
|
25,916
|
287
|
38,835
|
8,489
|
75,846
|
At 30 June
2024
|
2,746
|
24,311
|
344
|
38,266
|
6,900
|
72,567
|
|
|
|
|
|
|
|
12. Property, Plant & Equipment
The carrying value of property,
plant & equipment at 30 June 2024 increased to £9.8m compared
to prior year (30 June 2023: £9.0m).
|
Plant &
Equipment
|
Other
Equipment
|
Land &
Buildings
|
Right of Use
Assets
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
Cost or valuation:
|
|
|
|
|
|
At 1 January
2023
|
6,639
|
279
|
1,430
|
7,839
|
16,187
|
Additions
|
215
|
12
|
15
|
34
|
276
|
Disposals
|
(202)
|
(2)
|
-
|
-
|
(204)
|
Foreign
exchange
|
(456)
|
(8)
|
(97)
|
(207)
|
(768)
|
At 30 June
2023
|
6,196
|
281
|
1,348
|
7,666
|
15,491
|
Additions
|
550
|
28
|
-
|
1,568
|
2,146
|
Disposals
|
(9)
|
(2)
|
-
|
-
|
(11)
|
Foreign
exchange
|
286
|
3
|
74
|
59
|
422
|
At 31 December
2023
|
7,023
|
310
|
1,422
|
9,293
|
18,048
|
Additions
|
299
|
13
|
-
|
774
|
1,086
|
Disposals
|
-
|
(12)
|
-
|
(481)
|
(493)
|
Foreign
exchange
|
(281)
|
(7)
|
(48)
|
(195)
|
(531)
|
At 30 June
2024
|
7,041
|
304
|
1,374
|
9,391
|
18,110
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation:
|
|
|
|
|
|
At 1 January
2023
|
2,565
|
175
|
132
|
3,225
|
6,097
|
Charge
for the period
|
420
|
16
|
49
|
521
|
1,006
|
Disposals
|
(202)
|
(2)
|
-
|
-
|
(204)
|
Foreign
exchange
|
(271)
|
(4)
|
(40)
|
(99)
|
(414)
|
At 30 June
2023
|
2,512
|
185
|
141
|
3,647
|
6,485
|
Charge
for the period
|
446
|
21
|
48
|
607
|
1,122
|
Disposals
|
(8)
|
(2)
|
-
|
-
|
(10)
|
Foreign
exchange
|
191
|
1
|
33
|
32
|
257
|
At 31 December
2023
|
3,141
|
205
|
222
|
4,286
|
7,854
|
Charge
for the period
|
428
|
23
|
43
|
611
|
1,105
|
Disposals
|
(12)
|
-
|
-
|
(323)
|
(335)
|
Foreign
exchange
|
(174)
|
(4)
|
(23)
|
(94)
|
(295)
|
At 30 June
2024
|
3,383
|
224
|
242
|
4,480
|
8,329
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying
amount:
|
|
|
|
|
|
At 31 December
2023
|
3,882
|
105
|
1,200
|
5,007
|
10,194
|
At 30 June
2023
|
3,684
|
96
|
1,207
|
4,019
|
9,006
|
At 30 June
2024
|
3,658
|
80
|
1,132
|
4,911
|
9,781
|
|
|
|
|
|
|
13. Share capital, share premium and merger reserve
|
|
Ordinary shares of 0.3p
each
|
|
Ordinary
shares
|
|
Share
premium
|
|
Merger
reserve
|
|
|
|
|
|
|
|
No.
|
|
£'000
|
|
£'000
|
|
£'000
|
|
|
|
|
|
|
|
|
|
Audited at 31 December
2023
|
|
126,498,197
|
|
379
|
|
65,960
|
|
7,656
|
|
|
|
|
|
|
|
|
|
Unaudited at 30 June
2024
|
|
126,647,713
|
|
380
|
|
65,960
|
|
7,656
|
|
|
|
|
|
|
|
|
|
During the period 31 December 2023
to 30 June 2024 149,516 shares were issued for total consideration
£449.
14. Related party transactions
The following transactions with
related parties are considered by the Directors to be significant
for the interpretation of the Interim Condensed Financial
Statements for the six-month period to 30 June 2024 and the
balances with related parties at 30 June 2024 and 30 June
2023:
Key transactions with other
related parties:
Braguts' Real Estate Srl (formally
known as Biokosmes Immobiliare Srl), a company 100% owned by
Gianluca Braguti (a Director and shareholder of the Group) provided
property lease services to the Development and Manufacturing
business totalling £212,761 in the six months to 30 June 2024
(£218,964 in the six months to 30 June 2023). At 30 June
2024, the Group owed Braguts' Real Estate Srl £nil (£43,680 at 30
June 2023). Biokosmes Srl provided technical services to
Braguts'Real Estate in the six months to 30 June 2024 in the amount
of £80 (£243 in the six months to 30 June 2023). At 30 June 2024
Bragut's Real Estate owed to the Group £nil (£nil at 30 June
2023).
15. Financial instruments
Set out below is an overview of
financial instruments held by the Group as at:
|
30-Jun-24
|
|
30-Jun-23
|
|
31-Dec-23
|
|
Loans
and receivables
|
Total financial
assets
|
|
Loans
and receivables
|
Total financial
assets
|
|
Loans
and receivables
|
Total financial
assets
|
|
£'000
|
£'000
|
|
£'000
|
£'000
|
|
£'000
|
£'000
|
Financial
assets:
|
|
|
|
|
|
|
|
|
Trade and
other receivables (a)
|
12,993
|
12,993
|
|
12,785
|
12,785
|
|
15,615
|
15,615
|
Cash and
cash equivalents
|
5,575
|
5,575
|
|
3,658
|
3,658
|
|
5,622
|
5,622
|
Total
|
18,568
|
18,568
|
|
16,443
|
16,443
|
|
21,237
|
21,237
|
|
|
|
|
|
|
|
|
|
|
30-Jun-23
|
|
30-Jun-23
|
|
31-Dec-23
|
|
Liabilities (amortised cost)
|
Total financial
liabilities
|
|
Liabilities (amortised cost)
|
Total financial
liabilities
|
|
Liabilities (amortised cost)
|
Total financial
liabilities
|
|
£'000
|
£'000
|
|
£'000
|
£'000
|
|
£'000
|
£'000
|
Financial
liabilities:
|
|
|
|
|
|
|
|
|
Trade and
other payables (b)
|
9,478
|
9,478
|
|
8,912
|
8,912
|
|
9,066
|
9,066
|
Lease
obligations
|
5,021
|
5,021
|
|
4,018
|
4,018
|
|
5,094
|
5,094
|
Interest
bearing
|
16,125
|
16,125
|
|
19,004
|
19,004
|
|
19,298
|
19,298
|
Total
|
30,624
|
30,624
|
|
31,934
|
31,934
|
|
33,458
|
33,458
|
|
|
|
|
|
|
|
|
|
(a) Trade and other receivables
excludes prepayments.
(b) Trade and other payables
excludes deferred revenue.