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8 December 2023
Voyager Life plc
("Voyager" or the "Company")
Unaudited Interim Results for the six months ended 30 September 2023
The unaudited interim results of Voyager Life plc ("Voyager" or the "Company"), the health and wellness group formulating, manufacturing and supplying high-quality cannabidiol (CBD), hemp seed oil and hemp-related products, for the six months ended 30 September 2023 are presented below.
Highlights:
Operational:
· Pet care products stocked by two of the
· Forthcoming listing of Voyager's products at Debenhams (online)
· Commenced manufacturing products for one of the
· Applying for ISO 22716:2007 accreditation and reapplying for approval to manufacture food supplements (following move to new premises in October 2023)
· Awarded Best CBD Products Retailer 2023 -
· Winner of Natural Pet Products Supplier of the Year 2023 in the Scottish Enterprise Awards
Financial:
· Revenue from 1 April to 30 September 2023 of
· Gross margin of 39 per cent. for the half year (39 per cent. in the period to 30 September 2022)
· Cash balance as at 30 September 2023 of
· Inventory of
This announcement contains inside information for the purposes of
Enquiries:
Voyager Life plc
Nick Tulloch, CEO
|
Tel: +44 (0) 1738 317 693
|
Cairn Financial Advisers LLP (AQSE Corporate Adviser)
Ludovico Lazzaretti/Liam Murray
|
Tel: +44 (0) 20 7213 0880 |
Stanford Capital Partners LLP (Broker)
Patrick Claridge
Bob Pountney |
+44 (0) 203 3650 3650
+44 (0) 203 3650 3651 |
Chairman's Statement
I am pleased to present Voyager's interim results for the six-month period to 30 September 2023. We have spoken in the past about the work we have done in creating a platform for growth and we are now seeing the fruits of our labours. Pets at Home and Jollyes are two new retailers to stock our products with Debenhams to follow shortly. Jollyes has already re-ordered and we are at the beginning of our relationship with the other two. As shareholders and investors will know, these are household names in the
We have built our business to date by proving ourselves with smaller, independent retailers. Margins are higher but volumes are naturally lower and it is volumes, and the corresponding revenues, that we are targeting. The scale of these new retail partnerships has the potential to take Voyager to an entirely new level and market position. In securing them, we have demonstrated the importance of
And we have had further successes. For some time now, we have been manufacturing plant-based health & wellness products for other companies, primarily those with a focus on CBD. Rather like our retail strategy, our initial customers were often smaller businesses but, during the period, we secured a contract with one of the
If these, and other contracts, continue to flourish then we can have every confidence that Voyager has the potential to accelerate its growth from here. Our listing on Aquis, our EIS and VCT qualifying status and our multiple revenue stream business model positions us well. It is no secret that investors in the wider CBD and cannabis sectors have contended with a number of disappointments over the past year or two but I am very much encouraged - and I hope our shareholders are too - with the very significant progress made by Voyager despite these industry headwinds. We may not have the budget or financial resources of some of our larger competitors but shrewd financial management and a commitment to quality and integrity continues to serve us well.
Our latest investor presentation is available to download at https://voyagerlife.uk/investors/.
Eric Boyle
Chairman
8 December 2023
Chief Executive Officer's Review
During the period under review, we continued to operate our multi-revenue strategy through four primary sources:
1. Online sales
2. Sales through our three own stores in
3. Sales through third party stores
4. White label and private label manufacturing for third parties (VoyagerCann)
The breakdown of our revenue across our four business lines during the six-month period to 30 September 2023 has been weighted towards our own stores (including sales at markets and trade fairs) at 56 per cent., trade customers and VoyagerCann sales combined at 36 per cent. and online sales accounting for 8 per cent. As our chairman has reported, it is the middle category that has been the standout performer in the period and, with larger retail partners and manufacturing customers secured, is the best positioned for growth.
On 18 May 2023, the Company announced five potential new customers with whom we were negotiating and we characterised each, during the lifetime of the contract, as being capable of exceeding Voyager's revenue from last year (
We have built one of the largest product ranges in the
During the period, we terminated our proposed acquisition of a Polish manufacturing and extraction facility from Goodbody Health Limited ("Goodbody"). As announced on 16 December 2022, legal title to the facility was expected to pass following the conclusion of certain Polish registration requirements. Legal advice received at the time from Goodbody's lawyer indicated that this process would be a formality, taking around two to three months, but in fact the decision was deferred on two occasions without any certainty of timing for conclusion. The longstop date under the sale and purchase agreement with Goodbody, which had already been extended once, expired on 30 June 2023.
Regrettably it became apparent that we were some distance apart from Goodbody on terms for a further extension and the open-ended nature of the approval process was creating increasing uncertainty for our operations.
Relinquishing the facility was not a decision we took lightly but, as the Polish approval process continued to lengthen, it became apparent that the long-term interests of Voyager would not be served by continuing to operate that business without full ownership. Looking back, we are confident we made the right decision. The Polish approval process continued notwithstanding our termination with Goodbody and we were informed in September 2023 that the government authorities had still not arrived at a decision.
Although there has been a financial cost to us, both from professional fees on the transaction and some operating costs during the first six months of 2023, the unusual transaction structure unexpectedly gave us a near "risk free" opportunity to test our strategic objectives before fully committing to the purchase. More importantly, it gave us exposure to European customers and methods of transporting our products across borders (perhaps not as straightforward as in other industries given our association with cannabis) and we have continued to build our international customer base since ending our arrangements with Goodbody. Furthermore, return of the funds that were placed in escrow pursuant to the transaction has strengthened our balance sheet.
During October 2023, we moved into new premises, still based in
Our new premises provides us with both an expanded manufacturing floor space and greater storage capacity. As we announced on 31 October 2023, this move has been the catalyst for the ISO 22716:2007 application, the international standard for Good Manufacturing Practice (GMP) for cosmetics with guidelines for the production, control, storage and shipment of cosmetic products. Since commencing our manufacturing operations, we have always sought to be fully ISO 22716:2007 compliant as confirmation of this status is an important factor for many customers and work is now underway to achieve the full accreditation.
Alongside this, we sought and received approval from our local Scottish council to commence manufacturing of edible products (specifically CBD oils) to provide an extension of our existing skincare plant-based health & wellness range. The office move requires a re-application to be made but, with a superior facility, we do not expect this to be problematic.
With our ongoing investment in, and focus on, VoyagerCann, we decided to incorporate that business by renaming a dormant subsidiary (VoyagerCann Limited) and transferring our manufacturing and production business into it. This has limited impact on our daily operations but evidences the independence of VoyagerCann to our customer base and assists in our housekeeping. VoyagerCann is now home to all of our manufacturing processes, whereas Voyager Life plc operates our retail business and wholesales Voyager and Ascend Skincare branded products.
Update on industry regulations
October 2023 saw two regulatory interventions in the CBD industry. Firstly, the FSA caused some surprise by updating its guidance on the recommended daily consumption of CBD, reducing its previous recommendation from 70mg to 10mg. Although this brought widespread concern from both CBD companies as well as the trade bodies, we noted in our operations update in October 2023 that the FSA's statement is guidance only and is aimed primarily at long term high-dose CBD users. There is no requirement at this time to alter labels or remove products from shelves. The core part of the FSA's recommendation is that people who regularly take high quantities of CBD should, periodically, take a break - a recommendation that we agree with.
We have seen no deterioration in our business since the FSA published its statement and, although it is our belief that regulation of ingestible CBD products will remain restrictive, we expect that this will encourage CBD companies, as well as other businesses seeking to incorporate CBD into their range, to focus on topical and skincare products - we are already observing initial indications of this trend. With VoyagerCann being a specialist in topical and skincare products there is reason to believe that demand for third party manufacturing could rise in the coming months.
Less than two weeks after the FSA's statement, the
· The Government is recognising consumer CBD products as a food and so are distinguished from the provisions of the Misuse of Drugs Act.
· The Government will permit 50 micrograms of each phytocannabinoid per serving (as compared to current legislation that limits THC content to 1 milligram per container). What constitutes a serving has not yet been defined but it is understood that it may differ between products.
· The Government supports the development of more accurate testing for controlled phytocannabinoids to allow testing capabilities to develop and be fully regulated. Standardised protocols should be developed.
We welcomed this response and believe that as these recommendations become legislation it will allow a wider spectrum of CBD consumer products than currently available on the market. In particular, setting THC and other phytocannabinoid levels in finished products should address existing uncertainty and restrictions in both retail sales and the provision of financial services to the CBD industry.
Outlook
The Company's primary focus is on revenue generation and objectives in the coming months for our business lines are:
1. Online sales. We have seen an increase of our own brand sales online of more than three times since the summer of 2023 and we expect to build on this by increasing our focus on social media-led marketing strategies.
2. Own stores. It has been widely reported that high street sales in the
3. Trade sales. As noted above, our successes with Pets at Home and Jollyes underpin our operations here and importantly demonstrate to counterparties that we are capable of servicing large contracts across multiple locations.
4. Contract manufacturing. VoyagerCann's website generates a steady flow of enquiries but we have recently updated it to showcase our widening capabilities. Larger contracts and repeat contracts endorse our commitment to quality and customer service and our push for more accreditations and food manufacturing approval, we believe, will add to appeal to both new and existing customers.
We also continue to expect further consolidation in the CBD and cannabis industries with several opportunities being presented to us in recent weeks. The fact that the market is growing fast is undeniable but competition remains significant with numerous active participants, particularly amongst retail brands. As one of our shareholders recently put to me, CBD companies should be working together for mutual benefit and not "kicking sand in each other's eyes". We support that sentiment and we will continue to explore opportunities for collaboration whenever we see it as being in the interests of our shareholders.
Nick Tulloch
CEO
8 December 2023
Financial Review
Voyager is a
The Company was incorporated on 12 November 2020 and, on 30 June 2021, trading in its ordinary shares commenced on the Aquis Stock Exchange Growth Market. The comparatives reflect the equivalent period from last year and for the year ended 31 March 2023.
The Company achieved sales in the six-month period to 30 September 2023 of
As Voyager has previously explained, manufacturing contracts have a longer lead time than other parts of its business. Customers may take their time in ensuring that the product and packaging design is exactly as they want it to be. The Company also assist customers in all accreditation and product testing that may be necessary - an important part of each order but also time consuming. Voyager's policy is not to recognise revenue until an order has been completed and delivered and, consequently, some of the revenue that it will be reporting in the second half of the 2024 financial year is derived from contracts won and substantively performed in the period under review.
Voyager continues to keep a tight rein on costs. Despite inflationary pressures and its operations in
The Company received an employment grant from Dundee Council of
The Company made a loss after tax for the period of
Voyager maintains a strong balance sheet with cash and inventory of almost
Voyager successfully applied for and was awarded an R & D tax credit of
Unaudited Consolidated Statement of Comprehensive Income
for the six months ended 30 September 2023
|
6 months to 30 September 2023
£'000 |
6 months to 30 September 2022
£'000 |
Year ended 31 March 2023
£'000 |
|
|
|
|
Revenue |
165 |
135 |
284 |
Cost of sales |
(100) |
(75) |
(158) |
Gross profit |
65 |
60 |
126 |
|
|
|
|
Administrative expenses |
(586) |
(573) |
(1,237) |
Other operating income |
2 |
14 |
19 |
Operating loss |
(519) |
(499) |
(1,092) |
|
|
|
|
Net finance expense |
(9) |
(12) |
(19) |
IPO associated costs |
- |
- |
- |
Loss before tax |
(528) |
(511) |
(1,111) |
|
|
|
|
Taxation |
27 |
- |
- |
Loss after tax |
(501) |
(511) |
(1,111) |
|
|
|
|
Earnings per share |
(3.58p) |
(5.53p) |
(11.1p) |
There was no other comprehensive income in the period. All activities relate to continuing operations.
Unaudited Consolidated Statement of Financial Position
at 30 September 2023
|
As at 30 September 2023
£'000 |
As at 30 September 2022
£'000 |
As at 31 March 2023
£'000 |
Non-current assets |
|
|
|
Intangible assets |
1 |
2 |
2 |
Tangible assets |
46 |
47 |
55 |
Right-of-use assets |
542 |
650 |
584 |
Trade and other receivables: falling due after one year |
17 |
23 |
17 |
Total non-current assets |
606 |
722 |
658 |
|
|
|
|
Current assets |
|
|
|
Inventory |
101 |
130 |
125 |
Trade and other receivables: falling due within one year |
128 |
35 |
580 |
Cash and cash equivalents |
551 |
1,038 |
490 |
Total current assets |
780 |
1,203 |
1,195 |
|
|
|
|
Total assets |
1,386 |
1,925 |
1,853 |
|
|
|
|
Current liabilities |
|
|
|
Trade and other payables < 1 year |
(240) |
(212) |
(177) |
|
|
|
|
Non-current liabilities |
|
|
|
Lease liabilities > 1 year |
(530) |
(582) |
(559) |
|
|
|
|
Total liabilities |
(770) |
(795) |
(736) |
|
|
|
|
Total net assets |
616 |
1,130 |
1,117 |
|
|
|
|
Capital and reserves attributable to equity holders of the Company |
|
|
|
Share capital |
140 |
93 |
140 |
Share premium |
2,004 |
1,508 |
2,004 |
Share based payments reserve |
135 |
91 |
135 |
Retained earnings |
(1,663) |
(562) |
(1,162) |
|
|
|
|
Total Equity |
616 |
1,130 |
1,117 |
Unaudited Consolidated Cash Flow Statement
for the six months ended 30 September 2023
|
|
6 months to 30 September 2023
£'000 |
6 months to 30 September 2022
£'000 |
Year ended 31 March 2023
£'000 |
Cash flows from operating activities |
|
|
|
|
|
|
|
|
|
Loss before tax |
|
(528) |
(511) |
(1,111) |
Adjustments for: |
|
|
|
|
Depreciation of fixtures, fittings and equipment |
|
13 |
10 |
22 |
Depreciation of right-of-use assets |
|
42 |
43 |
84 |
Finance expense - interest on lease liabilities |
|
11 |
12 |
19 |
Tax Received |
|
27 |
- |
- |
Share based remuneration |
|
- |
24 |
68 |
|
|
(435) |
(422) |
(918) |
|
|
|
|
|
Increase in trade and other receivables |
|
(48) |
(14) |
(53) |
Increase in trade and other payables |
|
63 |
64 |
48 |
Decrease in inventories |
|
24 |
16 |
20 |
Cash used in operations |
|
(396) |
(356) |
(903) |
|
|
|
|
|
Investing activities |
|
|
|
|
Purchase of tangible fixed assets |
|
(3) |
(1) |
(19) |
Purchase of Intangible Assets |
|
- |
- |
- |
Acquisition of Right of Use Assets Escrow Account |
|
- 500 |
(2) - |
- (500) |
Net cash used in investing activities |
|
497 |
(3) |
(519) |
|
|
|
|
|
|
|
|
|
|
Financing activities |
|
|
|
|
Repayment of lease liabilities |
|
(40) |
(28) |
(56) |
Proceeds from issue of shares, net of issue costs |
|
- |
- |
543 |
|
|
|
|
|
Net cash generated from financing activities |
|
(40) |
(28) |
(487) |
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
61 |
(387) |
(935) |
Cash and cash equivalents at beginning of period |
|
490 |
1,425 |
1,425 |
Exchange rate differences on cash and cash equivalents |
|
|
|
|
Cash and cash equivalents at end of period |
|
551 |
1,038 |
490 |
|
|
|
|
|
Unaudited Consolidated Statement of Changes in Equity
for the six months ended 30 September 2023
|
|
Share capital |
|
Share Premium |
|
Share based Payments Reserve |
|
Retained earnings |
|
Total equity |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Balance 1 April 2022 |
|
93 |
|
1,508 |
|
67 |
|
(51) |
|
1,617 |
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
(1,111) |
|
(1,111) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
- |
|
- |
|
- |
|
(1,162) |
|
506 |
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Issue of shares |
|
47 |
|
521 |
|
- |
|
- |
|
568 |
Share issue costs |
|
- |
|
(25) |
|
- |
|
- |
|
(25) |
Reserves transfer |
|
- |
|
- |
|
- |
|
- |
|
- |
Shares based remuneration |
|
- |
|
- |
|
68 |
|
- |
|
68 |
|
|
|
|
|
|
|
|
|
|
|
At 31 March 2023 |
|
140 |
|
2,004 |
|
135 |
|
(1,162) |
|
1,117 |
|
|
Share capital |
|
Share Premium |
|
Share based Payments Reserve |
|
Retained earnings |
|
Total equity |
|
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
|
£'000 |
Balance at 1 April 2023 |
|
140 |
|
2,004 |
|
135 |
|
(1,162) |
|
1,117 |
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
(501) |
|
(501) |
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
- |
|
- |
|
- |
|
(1,663) |
|
616 |
Transactions with owners |
|
|
|
|
|
|
|
|
|
|
Reserves transfer |
|
- |
|
- |
|
- |
|
- |
|
- |
Shares based remuneration |
|
- |
|
- |
|
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
At 30 September 2023 |
|
140 |
|
2,004 |
|
135 |
|
(1,663) |
|
616 |
The following describes the nature and purpose of each reserve within equity:
Reserve |
Description and purpose |
Share capital |
Amount subscribed for share capital at the nominal value of |
Share premium |
Amount subscribed for share capital in excess of nominal value, net of share issue costs |
Shares to be issued |
Amounts received in respect of shares to be issued |
Equity reserve |
Amounts recognised for share-based payment transactions including share options granted to employees and other parties |
Retained earnings |
Cumulative net gains and losses recognised in the consolidated statement of comprehensive income |
Notes to the Interim Results
for the six months ended 30 September 2023
1. Basis of preparation
This announcement has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRS"), and with the Companies Act 2006 applicable to companies reporting under IFRS.
Going concern
The financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes management prepared cash flows forecasts, available sources of funding and consideration of how the global economic downturn may impact product launches and sales.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.
2. Profit/(loss) per share
Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares.
The number of ordinary shares of
|
6 months to 30 September 2023
|
6 months to 30 September 2022 |
Year ended 31 March 2023 |
Weighted average number of ordinary shares in issue |
13,986,244 |
9,252,920 |
10,042,872 |
3. Segmental information
Revenue
All revenue arises from the retail of products for the health and wellness market as follows:
|
6 months to 30 September 2023
£'000 |
6 months to 30 September 2022
£'000 |
Year ended 31 March 2023
£'000
|
Revenue |
|
|
|
Trade customers |
62 |
12 |
57 |
Voyager stores |
82 |
100 |
186 |
Online sales |
13 |
18 |
41 |
Trade Fairs |
8 |
5 |
|
|
|
|
|
Total |
165 |
135 |
284 |
4. Forward-looking statements
These forward-looking statements are not historical facts but rather are based on the Company's current expectations, estimates, and projections about its industry; its beliefs; and assumptions. Words such as 'anticipates,' 'expects,' 'intends,' 'plans,' 'believes,' 'seeks,' 'estimates,' and similar expressions are intended to identify forward-looking statements. These statements are not a guarantee of future performance and are subject to known and unknown risks, uncertainties, and other factors, some of which are beyond the Company's control, are difficult to predict, and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. The Company cautions security holders and prospective security holders not to place undue reliance on these forward-looking statements, which reflect the view of the Company only as of the date of this announcement. The forward-looking statements made in this announcement relate only to events as of the date on which the statements are made. The Company will not undertake any obligation to release publicly any revisions or updates to these forward-looking statements to reflect events, circumstances, or unanticipated events occurring after the date of this announcement except as required by law or by any appropriate regulatory authority.
5. Other information
The financial information in this report does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.
The interim results for the six months ended 30 September 2023 are unaudited. The interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as endorsed by the European Union. The same accounting policies, presentation and methods of computation have been followed in the preparation of these results as were applied in the Company's audited financial statements dated 31 March 2023, as presented for the purpose of the Admission Document.
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