TIDMVOY
RNS Number : 3399L
Voyager Life PLC
05 September 2023
5 September 2023
Voyager Life plc
("Voyager" or the "Company")
Final results for the period ended 31 March 2023 and Notice of
AGM
Voyager, the health and wellness company supplying high-quality
Cannabidiol (CBD), hemp seed oil and hemp-related products, is
pleased to provide the Company's audited results for the period
ended 31 March 2023.
Highlights include:
-- Revenue of GBP284,000 (2022: GBP178,000)
-- Cash of GBP990k as at 31 March 2023 (including cash held in escrow)
-- Total assets of GBP1.9 million (2022: GBP2.3 million) and net
assets of GBP1.1 million (2022: GBP1.6 million)
-- Four revenue lines (online, own stores, third party stores, private label & white label)
-- Two brands (Voyager and Ascend Skincare)
-- 72 formulated products (one of the broadest CBD ranges in the
UK) and, in its own stores, over 400 SKUs (stock-keeping units)
The Company's annual report and accounts for the year ended 31
March 2023 and notice of annual general meeting ("AGM") were posted
on 4 September 2023 to Voyager's shareholders. The AGM will be held
at 10.00 am on Wednesday 27 September 2023, at the Company's
offices at Tay House, Riverview Business Park, Friarton Road,
Perth, Perthshire PH2 8DF.
Copies of the annual report and accounts and notice of AGM are
available on the Company's website: https://www.voyagerlife.uk
Nick Tulloch, Chief Executive Officer and Founder of Voyager,
said: "We made substantial progress across all of our business
lines during the year. The highlight on our own brand was for our
pet products to be stocked in Jollyes stores across the UK. Our
first contract with a national retailer, the order was delivered
and settled after the year end but Jollyes' distributor has already
placed and received a second order showing that sell-through has
been strong.
"It is our manufacturing division, VoyagerCann, where we still
expect to see the highest rate of growth. We developed our customer
base further during the year, securing several repeat orders, but,
as with our own brand, the biggest successes were realised after
the financial year had ended. In the early part of summer, we
manufactured our largest single order to date, sending over
GBP20,000 of products to the EU and we have subsequently started
manufacturing products for a well recognised brand in the UK. As
delighted as we are with these successes, it will be securing
repeat orders that will truly accelerate the business.
"Voyager finishes the year with one of the largest product
ranges amongst UK CBD companies and with a reputation as a
specialist manufacturer of CBD and plant-based health &
wellness products. We are under no illusions about the challenges
of operating in this industry but our ability to generate revenue
from several different business lines, coupled with our strict
adherence to product quality and integrity, has us well placed
amongst our competitors."
This announcement contains inside information for the purposes
of the UK Market Abuse Regulation and the Directors of the Company
are responsible for the release of this announcement.
S
Enquiries:
Voyager Life plc Tel: +44 (0) 1738 317
693
Nick Tulloch, CEO
http://voyagerlife.uk
nick@voyagerlife.uk
Cairn Financial Advisers LLP (AQSE Tel: +44 (0) 20 7213
Corporate Adviser) 0880
Ludovico Lazzaretti/Liam Murray
Stanford Capital Partners LLP (Broker)
Patrick Claridge +44 (0) 203 3650 3650
Bob Pountney +44 (0) 203 3650 3651
John Howes +44 (0) 203 3650 3652
Notes to Editors:
About Voyager
Voyager was founded in 2020 and is based in Perth, Scotland. The
Company's primary objective is the formulation, manufacture and
supply of high quality CBD and hemp seed oil products although it
also produces several other complementary products, the majority of
which are manufactured from the hemp plant. Its product categories
include a pet range which has rapidly developed into one of the
Company's best sellers. The Company sells online, through third
party stores and in its own stores which are located in St Andrews,
Edinburgh and Dundee. The Company has two principal retail brands:
Voyager, focused on health & wellness and petcare, and Ascend
Skincare, its beauty range. Voyager products are currently
available from Cornwall to Shetland in over 150 online and
brick-and-mortar outlets.
The Company's philosophy of plant-based health and wellness is
embodied in its mission statement and hashtag of "Choose you". With
an experienced team and a product line created in line with the
UK's regulatory regime, Voyager aims to become the trusted brand in
this increasingly popular health and wellness space.
Through Voyager's bespoke skincare product creation and
development division , voyagerCann , the Company also offers a full
turnkey service to other CBD, skincare and cosmetics brands
assisting them in developing and launching new products with a
manufacturing and distribution facility in Scotland.
Website and social media links:
Voyager:
https://voyagercbd.com/
https://www.instagram.com/voyagercbd/
https://twitter.com/voyagercbd
https://www.linkedin.com/company/voyager-cbd/
https://www.facebook.com/voyagercbd/
voyagerCann:
https://voyagercann.com/
https://www.instagram.com/voyagercann/
https://twitter.com/voyagercann/
https://www.linkedin.com/company/voyagercann/
https://www.facebook.com/voyagercann/
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.
CHAIRMAN'S STATEMENT
It is a pleasure to present Voyager's annual report and accounts
for our financial year end at 31 March 2023. It has been another
year of progress across our business lines with perhaps the most
significant change being in our manufacturing division,
VoyagerCann, which now makes more products for third parties than
it does for our own brands. Today we supply businesses who sell
across the full breadth of the UK retail market, from boutique
stores to national retailers, and we deliver direct to several
different online shopping platforms, including Amazon and QVC.
This expansion of VoyagerCann has not been at the expense of our
own brands, Voyager and Ascend Skincare, which today have over 70
formulated products between them. With one of the largest ranges in
the UK, we not only showcase our manufacturing talents but also
position those brands to appeal to a wide and varied audience.
On 16 December 2022, we announced the proposed acquisition of a
Polish manufacturing and extraction facility from Goodbody Health
Limited ("Goodbody"), with a view to extend our business into
Europe and complete our vertical integration.
As announced at the time, 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
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. 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, we can console ourselves that
the unusual transaction structure unexpectedly gave us a near "risk
free" opportunity to test our strategic objectives before fully
committing to the purchase.
Prior to our Polish venture, we had explored another
acquisition, albeit with quite different characteristics. Tree of
Life was one of the UK's larger distributors of health and wellness
products and came to our attention when its parent company went
into administration. Our initial interest was to acquire the
business in partnership with another bidder but, when it became
apparent that our partner had no funds of their own but
nevertheless expected a material stake in the acquired entity, we
terminated the joint acquisition as such a structure would clearly
not have been in our shareholders' interests. We were subsequently
contacted by the administrators and asked if we would be interested
in proceeding independently. We elected to do so and, although came
close to completing the acquisition (including going as far as
setting up a new subsidiary to act as the acquisition vehicle), a
series of external influences impacted our fundraising plans and,
reluctantly, we made the decision to withdraw.
During the year, we completed two fundraisings, albeit both were
linked in time and objective to our planned acquisition in Poland.
We raised a total of GBP568,000 at 12 pence per share, with each
investor also receiving a warrant exercisable at 20 pence.
At the end of the financial year, Nikki Cooper, who had served
as a non-executive director since our IPO, resigned from the board
of directors. She had been offered a new full-time role that
prevented her from holding outside interests and so notified the
Board of her resignation. She was an active and supportive member
of our board, offering sound advice during our early growth period
and I am grateful for all that she has done for us and wish her
well in her new role.
I wrote last year that two disappointments during the period had
been the performance of our share price as well as the rigid stance
taken by the Food Standards Agency ("FSA") on novel foods. One year
on and those challenges remain. Our share price has actually been
relatively stable during the year but the CBD sector continues to
fail to deliver for investors and interest is consequently limited.
Of course, we recognise that our own contribution to the sector
stumbled during the year with our two attempted acquisitions.
Although we do not regret our decisions in either case, in our view
the persistent low liquidity in our shares on Aquis hampers our
ability to attract new followers to our story.
However, in spite of our frustrations, we continue to believe
that our strong balance sheet and conservative management sets us
apart from many. Our total assets stood at GBP1.9 million at 31
March 2023 and, importantly, as at 31 March 2023 our cash balance
was GBP490,000 (not including the escrow account that was repaid to
the Company on 10 July 2023) giving us a healthy working capital
position for the near term. Furthermore, the fact that we have
built our business a fraction of the budget that many of our
competitors have spent evidences, we hope, our cautious
professionalism.
Notwithstanding the difficulties we have had with M&A in the
past 12 months, we remain convinced that collaboration with our
peers represents the fastest route to success in our industry and
we regularly examine opportunities in the sector, both for
corporate activity or commercial cooperation. Just as I said last
year, we believe that many UK CBD companies will continue to
struggle with regulation, high levels of competition and high cash
burn coupled with a waning investor appetite and that may create
opportunities for us.
On 31 March 2022, the FSA published its initial list of
ingestible CBD products permitted for sale in England and Wales
until such time as they are either authorised or rejected.
Currently, no CBD products have been authorised for sale by the FSA
with most of the list still classified as "awaiting evidence". At
present, Voyager's ingestible CBD products are not included on the
list although, from what the Directors understand based on our
interactions with the FSA, the only impediment to the Company's
inclusion is that the FSA has only assessed brands that were on the
market on 13 February 2020, being the date of the FSA's original
announcement of its policy on CBD products and prior to Voyager's
incorporation on 12 November 2020.
Like other brands, we have made representations to the FSA that
the current policy is inconsistent and does not achieve what it
originally set out to do, namely help consumers identify which
products are safe to use. We are aware of other products currently
on the FSA's list that were apparently launched after the cut-off
date of 13 February 2020 as well as other brands on the list who
have changed their ownership, formulations or sources of
ingredients. According to comments on social media and online, some
products on the list are allegedly over the legal limit for THC
content too. It remains a frustration that these inconsistencies,
indiscretions and changes are tolerated whereas a date of
incorporation is seen as prohibitive.
We will continue to lobby the FSA for a fairer and more
consistent approach to the CBD industry but these policies, however
inconsistent we think they may be, are entrenched and we recognise
that we need to work within the regulatory environment that
exists.
Despite these frustrations, the FSA's stance has had very
limited impact on our business to date. The sales of ingestible CBD
products that we make are transacted out of Scotland and so not
within the FSA's authority. Furthermore, ingestible CBD products
form less than 20 per cent. of the CBD-based products currently
sold by Voyager.
Nevertheless, our strategy is to expand our business both across
the UK and internationally and the direction of travel of
regulators around the world is to define criteria under which CBD
should be sold, a concept that we whole-heartedly support. We will
always work proactively with regulators and our manufacturing
partners to ensure all Voyager products meet the required standards
of safety, transparency and quality.
Our industry remains crowded but we are convinced that our
values of integrity and transparency will continue to separate us
from our peer group. As always, the Voyager board welcomes
shareholder interaction and feedback and we hope to see as many of
our investors as possible at our AGM on 27 September. Notice for
the meeting is set out at the end of this annual report.
Eric Boyle
Non-Executive Chairman
4 September 2023
CEO'S REVIEW
As our Chairman has written above, we work in a competitive
industry that is burdened by a far higher regulatory threshold than
other fast moving consumer goods. Whilst at first glance this
appears to be an impediment, Voyager's strategy has always been to
lead with transparency, quality and integrity and, importantly
develop revenues across multiple products and sales' channels. Just
as we reported last year, the Company has four sources of
income:
1. White label and private label skincare manufacturing through our VoyagerCann division
2. Sales through third party stores
3. Sales through our own stores in St Andrews, Edinburgh and Dundee
4. Online sales - comprising our own website along with third
party sites and online marketplaces
During the year, it is the contribution from our own stores that
is the most significant in revenue terms accounting for 65% of
revenues, with trade customers 20% and online sales 14%. However,
it is items 1 and 2 in the above list, being trade customers, that
we believe represent the biggest growth areas.
VoyagerCann
We established our manufacturing division, VoyagerCann, in
February 2022 following our acquisition of the business and assets
of Cannafull Limited out of administration. Initially, the division
served a few small customers, inherited from its predecessor
business, and took on the manufacturing of Voyager and Ascend
Skincare products. However, by the tail end of that year, we were
manufacturing a wider range of products and, importantly, were in
discussions with larger prospective customers.
We offer two broad categories of service:
-- White label which we define as manufacturing and supplying our existing formulations
-- Private label which is either the adjustment of an existing
formulation, perhaps for scent or CBD strength, or new product
development
Margins are higher in private label projects, reflecting the
increased complexity and time incurred in creating the product.
VoyagerCann offers a "shelf ready" solution providing, at the
option of customers, a fully packaged, labelled and batch coded
product supplied with all necessary accreditations for immediate
sale. Many of our customers take advantage of this and it is not
unusual for us to deliver orders directly to retailers, rather than
to our customers themselves. Equally, we provide bulk supply
services or hybrid arrangements where we bottle products but
customers carry out the final labelling and packaging
themselves.
The nature of bespoke manufacturing is that terms vary between
customers but a typical arrangement would follow these steps:
-- Customer provides specification for manufacture
-- Written quote (smaller orders) or manufacturing services
agreement (larger orders) provided to customer
-- Customer confirms order and pays deposit (usually of an
amount that covers all of Voyager's out-of-pocket expenses)
-- Manufacturing commences (3 - 8 weeks depending on volumes and complexity)
-- Bottling, packaging and labelling as appropriate
-- Delivery to customer
The CBD industry is characterised by a large number of brands,
many of which are competing for the same end customer, resorting to
differing levers of price and marketing spend to attract their
attention. Conversely, the number of manufacturers of CBD products
is considerably less. The Directors of Voyager believe that our
fastest route to profitability is to become recognised as a
reliable supplier to the CBD industry.
In my discussions with investors, I have often observed that
there is no "Coca-Cola" of CBD and hemp. Despite the forecasted
prolific growth in consumer appetite for CBD (16.2 per cent. per
annum between 2023 and 2030 according to Grand View Research), no
single brand has to date captured a significant share of the
market. Brand loyalty and, to some extent, brand recognition, is
fragmented but this remains a young industry and our belief is
that, in the coming years, champion brands will emerge. We have
every confidence that our own brands will feature - and I write
more about that below - but, more prudently, our ambition is to be
a manufacturer and supplier to some of the larger CBD and hemp
brands.
During our operation of the Polish extraction and manufacturing
facility, we did transfer the production of some of our range out
of Scotland. This has since been reversed with all products now
being made in Scotland again and to no detriment to customers.
Third party stores
It is no secret that we have lacked the budget for a nationwide
sales team to target multi-store retail accounts. Instead, we have
relied on our product quality and price points and we have
predominantly targeted independent stores. These have an advantage
over the national retailers in that their product ranges may be
more bespoke and the margins available to suppliers healthier.
However, volumes are naturally smaller and account management is
more fragmented and time consuming.
As much as we envied the shelf position of our competitors in
high street chains, the margins and marketing requirements of those
chains would be a drain on our balance sheet. Nevertheless, we have
been searching for an opportunity to build a volume market in our
own brands and that came near the end of the financial year with
our pet range. This has been stocked since June in Jollyes stores
across the UK and early signs are very promising with a second
order already dispatched.
That success has brought further opportunities and pitches to
other nationwide retailers, one of which has recently agreed to
stock our products online. Our ethos has always been to promote the
wider benefits of the hemp plant, and not just CBD, and so the fact
that our pet range, which is based on hemp seed oil and hemp
fibres, is leading our way into mainstream UK retail gives us
considerable satisfaction.
Outside of this, we have maintained our partnerships with
well-known names in the retail sector including CLF, Thompson and
Morgan, the Range and Wayfair which give us the opportunity to
build volume sales across our wider product range.
As planned, the Voyager team attended several trade fairs during
the year in different locations around the UK. Following our
experiences last year where beauty and pet events were the biggest
successes for Voyager and white label events were most beneficial
to VoyagerCann, we attended fewer events this year but focused on
those areas that have had the most impact. Particular mention goes
to the "Pet Huddle" in January and the White Label Expo in March,
both of which generated substantial leads. As well as meeting
customers, we always welcome shareholders and investors to our
stalls where we have our full product line up which we are happy to
showcase and provide samples.
Own stores
We have always said that our products are inherently personal in
nature. Taste, texture and scent are a key part of a customer's
decision in what to buy but the reasons for adding CBD, or other
plant-based therapies, into a person's health & wellness
routine is an individual choice. Staff in our three stores are
trained to guide and assist customers in their decision making,
providing accurate and honest information on our products and CBD
generally.
It is well publicised that the retail market is a difficult
place in which to operate. The price competition from online sales
coupled with the costs of staff, rents and business rates make the
high street a difficult place to be. We lack the marketing muscle
of bigger high street stores so our strategy needs to be creative
and coupled with a close eye on running costs.
During the 2023 financial year, we have increased our attendance
at local fairs, trade events and markets. This provides another
sales outlet but also acts as an advertisement for our products and
services. We generally staff these events with our shop assistants
meaning their contractual hours can be applied to these field
events and the shops themselves can on occasion be run on lower
headcounts.
Several of these events have already proved very successful with
the Royal Highland Show in Edinburgh in June 2023 being the stand
out with aggregate sales of a little under GBP4,000.
With over 40 0 SKUs (stock keeping unit) now in our stores, we
continue to improve the shopping experience for our customers as
well as distinguishing our stores from our website. We also
continue to welcome guest brands to our stores. As well as
increasing the element of choice for customers, this is part of our
theme of collaborating with our peers and we continue to keep our
door open to like-minded management teams to work together on joint
initiatives. Guest brands are sold on a commission basis meaning
that Voyager's working capital is not impacted by this
strategy.
Online
Our highest gross margins are always likely to be online. We
periodically examine proposals to improve our SEO (search engine
optimisation) and thereby online sales but have so far been
unconvinced by any plan that has been presented to us. Up-front
consultancy fees, no guarantees of success, long term expenditure
commitments and advice that it will take many months for results to
be realised have deterred us from investing in this manner.
Instead, we have adopted two alternative initiatives. In January
2023 we launched Voyager Rewards, which allows customers to earn
points with every purchase they make on our website or in any of
our three shops. Customers can redeem their points for money off
future purchases and, in addition, receive special offers that are
only available to Voyager Rewards members.
Voyager Rewards is an app compatible with both Android and
iPhones and customers will also be able to request a rewards card
if they prefer. In addition to points earned on their shopping,
customers receive bonus points for completing information,
referring friends and on special occasions, such as their
birthday.
In June 2023, we began working with Ruby Deevoy on guest blogs
for our website and email newsletters, with her first blog being
published in July. Ruby is one of the most respected and well-known
freelance journalists in the CBD sector and we are hopeful that the
authority of her opinion and online following will provide support
for our internet sales.
Operations
Voyager now employs 21 people of which 9 are based in our head
office in Perth and the remainder work in our stores. In the past
we have been supported by central and local governments on our
employment initiatives. Many of these schemes ended with the Covid
pandemic but the Company continues to make use of government
support where available with GBP18,815 in total being received
during the year. Going forward, we anticipate any government
support to be targeted towards growing our manufacturing
capabilities - and thereby providing further employment
opportunities - possibly in the form of matched funding for capital
purchases or low-cost loans. Along this theme, we applied for and
received in January 2023 an interest free loan for GBP19,498 to
support the purchase of an electric car which we use for staff
travel to events and supporting shop deliveries.
During the year, along with other businesses across the UK, we
have experienced rising costs, notably in utility services,
packaging supplies and wage inflation. As is our management style,
we regularly examine ways to contain these costs, but the current
high inflation environment inevitably poses ongoing challenges.
VoyagerCann is able in most instances to pass higher raw
material costs onto our customers and we buy in bulk and source
certain materials from overseas to maintain margins. One of our
expected advantages from operating an extraction facility in Poland
was access to low-cost CBD. Whilst that was indeed the case, having
returned that facility to its former owners, we have made use of
new supply chains and in fact have recently purchased high-quality
CBD isolate at a lower price, delivered to our UK facility, than
the cost of producing it in Poland.
The unerring focus of the Voyager team is to build the profile
of our two retail brands and VoyagerCann, our manufacturing
division, and, in doing so, to increase our revenue. We have an
extensive product range, three of our own stores, a growing
reputation in third party stores and of course the flexibility of
being vertically integrated through our own manufacturing
capability. Our platform to grow is in place and the coming year
promises considerable excitement.
Outlook
Objectives in the coming months include:
-- New campaigns through social media and informative blogs to boost online sales.
-- Continued growth of the Company's network of third-party
stores with a particular emphasis on our pet range.
-- Promoting our own stores through local events.
-- Continuing to build on VoyagerCann's growing reputation as a
trusted manufacturing partner for the CBD and hemp industry.
I wrote a year ago that competition in our industry is not
always on a level playing field with several companies continuing
to sell what the Directors believe are sub-standard products and
make unsubstantiated health claims. Whilst that remains the case,
increasingly discerning and knowledgeable customers are turning
away from these practices and more active regulators are beginning
to address some of the corners that have been cut in the past. We
are realistic and pragmatic in our approach. Numerous challenges
remain but what has particularly stood out for us this year is the
widespread brand recognition and respect we receive at trade shows
and industry events. With the mutual support of our peer group, we
believe our Company has the right model to thrive as the CBD and
hemp industry matures.
Nick Tulloch
Chief Executive Officer
4 September 2023
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
Notes Year ended Period ended
31 March 2023 31 March 2022
GBP'000 GBP'000
Revenue 3 284 178
Cost of sales 6 (158) (99)
Gross profit 126 79
Administrative expenses 6 (1,237) (797)
Other operating income 5 19 39
Operating loss (1,092) (679)
Net finance expense 9 (19) (16)
IPO associated costs - (106)
Loss on ordinary activities before taxation (1,111) (801)
Taxation on loss on ordinary activities 10 - -
Total comprehensive loss for the period attributable to the equity
holders (1,111) (801)
--------------- ---------------
Loss per share (basic and diluted) attributable to the equity holders
(pence) 11 (11.1p) (9.0p)
--------------- ---------------
The period to which this consolidate statement of comprehensive
income applies was the 12-month period from 1 April 2022 to 31
March 2023.
There was no other comprehensive income in the period. All
activities relate to continuing operations.
The accompanying notes form part of these financial
statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
Notes At 31 March 2023 At 31 March 2022
GBP'000 GBP'000
NON-CURRENT ASSETS
Intangible assets 12 2 3
Tangible assets 13 55 57
Right-of-use assets 14 584 644
Investment in subsidiary 15 - -
Trade and other receivables: falling due after one year: rent deposit 17 17 20
658 724
CURRENT ASSETS
Inventory 16 125 145
Trade and other receivables: falling due within one year 17 580 24
Cash and cash equivalents 18 490 1,425
1,195 1,594
TOTAL ASSETS 1,853 2,318
CURRENT LIABILITIES
Trade and other payables 19 (177) (97)
NON-CURRENT LIABILITIES
Trade and other payables 20 (559) (604)
TOTAL LIABILITIES (736) (701)
NET ASSETS 1,117 1,617
EQUITY
Share capital 21 140 93
Share premium 22 2.004 1,508
Share based payments reserve 23 135 67
Retained loss (1,162) (51)
TOTAL EQUITY 1,117 1,617
Voyager Life plc is registered in Scotland with number
SC680788.
The financial statements were approved by the Board of Directors
on 4 September 2023 and signed on their behalf by:
Eric Boyle Nick Tulloch
The accompanying notes form part of these financial
statements.
CONSOLIDATED AND COMPANY STATEMENT OF CHANGES IN EQUITY
Share capital Share Premium Share based Retained earnings Total equity
Payments Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at - - - - -
incorporation
Loss for the period - - - (801) (801)
Total comprehensive
income - - - (801) (801)
Transactions with
owners
Issue of shares 93 2,427 - - 2,520
Share issue costs - (138) - - (138)
Reserves transfer* - (750) - 750 -
Shares based
remuneration - (31) 67 - 36
At 31 March 2022 93 1,508 67 (51) 1,617
Share capital Share Premium Share based Retained earnings Total equity
Payments Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 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
*The capitalisation of reserves took place in April 2021 when
the Company converted to a PLC.
The accompanying notes form part of these financial
statements.
The Company's only subsidiary (Tree of Life Trading Limited) did
not trade during the period and consequently there is no difference
between the Group's consolidated statement of changes in equity and
the Company statement of changes in equity.
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 GBP0.01 per ordinary share
Share premium Amount subscribed for share capital in excess
of nominal value, net of share issue costs
Share based Amounts recognised for share-based payment
payments reserve transactions including share options granted
to employees and other parties
Retained earnings Cumulative net gains and losses recognised
/ (loss) in the consolidated statement of comprehensive
income
CONSOLIDATED AND COMPANY CASHFLOW STATEMENT
Notes 2023 2022
Cash flow from operating activities GBP'000 GBP'000
Loss for the period (1,111) (801)
Adjustments for:
Depreciation charges - tangible fixed
assets 13/14 106 57
Finance expenses 9 23 16
Finance income (4) -
Exchange rate balance - -
Share based remuneration 23 68 67
Operating cashflow before working
capital movements (918) (661)
Increase/(decrease) in inventories 16 20 (145)
Increase in trade and other receivables 17 (53) (44)
Increase in trade and other payables 48 60
Net cash outflow from operating activities (903) (790)
Cashflows from investing activities
Purchase of tangible fixed assets 13 (19) (67)
Purchase of intangible assets 12 - (3)
Acquisition of right-of-use asset 14 - (65)
Funding Escrow account (500) -
Net cash used in investing activities (519) (135)
Cashflows from financing activities
Repayment of lease liabilities (56) (1)
Proceeds from issue of shares, net
of issue costs 21 543 2,351
Net cash generated by financing activities 487 2,350
Net increase/(decrease) in cash and
cash equivalents (935) 1,425
Cash and cash equivalents at the 1,425 -
start of the period 5
Cash and cash equivalents at the
end of the period 18 490 1,425
The accompanying notes form part of these financial
statements.
The Company's only subsidiary (Tree of Life Trading Limited) did
not trade during the period and consequently there is no difference
between the Group's consolidated cashflow statement and the Company
cashflow statement.
1. GENERAL INFORMATION
1.1 Group
Voyager Life plc ("Voyager" or "the Company") and its subsidiary
(together "the Group") are primarily involved in the development
and retail of products for the health and wellness market. The
Company is a public limited company and is incorporated and
domiciled in Scotland. The Company was incorporated on 12 November
2020 with Company Registration Number SC680788 and its registered
office and principal place of business is Tay House, Riverview
Business Park, Friarton Road, Perth, Perthshire PH2 8DF, United
Kingdom.
1.2 Company income statement
The Company has taken advantage of Section 408 of the Companies
Act 2006 and has not included its own profit and loss account in
these financial statements. The loss for the financial period dealt
with in the accounts of the Company amounted to GBP1.1 million.
2. PRINCIPAL ACCOUNTING POLICIES
2.1 Basis of preparation
The Consolidated Financial Statements of the Group and Company
have been prepared in accordance with UK-adopted international
accounting standards in conformity with the requirements of the
Companies Act 2006 and regulations made under it. The Consolidated
Financial Statements have been prepared under the historical cost
convention. The principal accounting policies are set out below and
have, unless otherwise stated, been applied consistently for all
periods presented in these Consolidated Financial Statements.
The financial statements are prepared in pounds sterling and
amounts are rounded to the nearest thousand.
2.2 Basis of consolidation
The Group financial information incorporates the financial
information of the Company and its subsidiary undertaking, drawn up
to 31 March 2023.
The subsidiary included is as follows is as follows:
Entity name Country Registered Nature of % voting
of incorporation address business rights and
shares held
Tree of Life Scotland Tay House, Non-trading 100% of ordinary
Trading Limited Riverview shares
Business
Park, Friarton
Road, Perth,
Perthshire
PH2 8DF
Subsidiaries are entities over which the Company has control.
The Company controls an entity when the Company is exposed to, or
has rights to, variable returns from its involvement with the
entity and has the ability to affect those returns through its
power over the entity. Consolidation of a subsidiary begins when
the Company obtains control over the subsidiary and ceases when the
Company loses control of the subsidiary.
Investments in subsidiaries are accounted for at cost less
impairment.
Where necessary, adjustments are made to the financial
information of subsidiaries to bring accounting policies into line
with those used for reporting the operations of the Company . All
intra-group transactions, balances, income and expenses are
eliminated on consolidation.
2.3 Going concern
The financial statements have been prepared on a going concern
basis which assumes that the Company will continue in operational
existence for the foreseeable future.
The Company has been generating revenues from the sale of CBD
and other plant-based health & wellness products and this is
forecast to continue although, for the time being, revenues have
not proved sufficient to support all of its overheads. However, as
explained above, revenues have increased in quantum during the year
and, furthermore, the Company has continued to open up new sources
of revenue, particularly through new customer accounts and the
development of its manufacturing division. This has continued
following the period end.
The Company is currently financed through investment by its
shareholders and during the period the Company raised GBP567,999,
before costs, from the issue of shares. The Company made a loss for
the period of GBP1.1 million before taxation and foreign exchange
adjustments. Nonetheless, the Company held bank balances of
GBP490,000 at the year end (not including the escrow account that
was repaid to the Company on 10 July 2023).
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 growing revenue
opportunities, management prepared cash flows forecasts, the
Company's current cash balances and the Company's existing and
projected monthly running costs. Furthermore the Directors are
mindful that, if the Company needs to raise further funds over the
12 months following approval of the financial statements in order
to execute its strategy and for working capital, it has the ability
to access additional financing, if required, over the next 12
months. Specifically the Company successfully completed two
fundraisings last year through the issue of new ordinary shares
and, in addition, has recently held positive discussions with a
prospective loan provider (should it be required).
The Directors therefore have made an informed judgement at the
time of approving the financial statements that there is 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.
The auditors have made reference to going concern by way of a
material uncertainty within their audit report.
2.4 Revenue recognition
Revenue is recognised at the fair value of the consideration
received and represents amounts receivable for goods provided in
the normal course of business net of sales incentives, discounts,
returns and VAT.
Revenue is recognised when the performance obligations have been
satisfied and the goods have been delivered to the customer. It is
the Company's policy to sell its products to the end customer with
a right of return within 30 days. Accumulated experience is used to
estimate such returns at the time of sale at a portfolio level
(expected value method). The number of products returned has been
small and it is highly probable that a significant reversal in
cumulative revenue recognised will not occur.
Sale of goods - trade customers
Sales to trade customers may be on credit terms. Invoices are
generated at the time of order and goods are typically despatched
on the same day. Revenue from the sales of goods is recognised when
confirmation of delivery to the customer has been received under
the terms of the contract and when the significant risks and
rewards of ownership have been transferred to the customer.
Sale of goods - retail
Sales are recognised when the goods have been sold to the
customer in-store or at trade fairs and the performance obligations
have been satisfied, namely when the customer is in possession of
the products. Retail sales are usually paid in cash or by credit or
debit card. The recorded revenue is the amount of the sale (net of
VAT) and the credit card fees are charged to administrative
expenses.
Sale of goods - online
Payment of the transaction price is due immediately when the
customer purchases the product and delivery is arranged in-house.
Revenue is recognised when the goods are dispatched and the
performance obligations have been satisfied. On-line sales are
typically paid for by credit or debit card. The recorded revenue is
the amount of the sale (net of VAT) and the credit card fees are
charged to administrative expenses.
2.5 Foreign currency translation
a) Functional and presentation currency
Items included in the Historic Financial Information of the
Group's entities are measured using the currency of the primary
economic environment in which the entity operates (the 'functional
currency'). The functional currency of the Group is pounds
sterling. The Historic Financial Information is presented in pounds
sterling which is the Company's and Group's functional currency and
amounts are rounded to the nearest thousand.
b) Transactions and balances
Foreign currency transactions are translated into the functional
currency using the exchange rates prevailing at the dates of the
transactions or valuation where such items are re-measured. Foreign
exchange gains and losses resulting from the settlement of such
transactions and from the translation at period-end exchange rates
of monetary assets and liabilities denominated in foreign
currencies are recognised in the Consolidated Statement of
Comprehensive Income.
2.6 Employee benefits - defined contribution pension costs and private healthcare
The Company operates a defined contribution plan for its
employees. A defined contribution plan is a pension plan under
which the Company pays fixed contributions into a separate entity.
Once the contributions have been paid, the Company has no further
payment obligations.
The contributions are charged to the statement of comprehensive
income as they become payable in accordance with the rules of the
scheme. Differences between contributions payable in the year and
contributions actually paid are shown as either accruals or
prepayments in the statement of financial position.
The Company also provides certain employees with private
healthcare. Eligible employees opt into the scheme whereupon
premiums are paid by the Company. These premiums are charged to the
statement of comprehensive income as they become payable.
2.7 Investment in subsidiaries
Investment in subsidiaries comprises shares in the subsidiaries
stated at cost less provisions for impairment.
2.8 Financial assets including trade and other receivables
Initial Recognition
A financial asset or financial liability is recognised in the
statement of financial position of the Group when it arises or when
the Group becomes part of the contractual terms of the financial
instrument.
Classification
Financial assets at amortised cost
The Company measures financial assets at amortised cost if both
of the following conditions are met:
-- the asset is held within a business model whose objective is
to collect contractual cash flows; and
-- the contractual terms of the financial asset generating cash
flows at specified dates only pertain to capital and interest
payments on the balance of the initial capital.
Financial assets which are measured at amortised cost, are
measured using the Effective Interest Rate Method (EIR) and are
subject to impairment. Gains and losses are recognised in profit or
loss when the asset is derecognised, modified or impaired.
Derecognition
A financial asset is derecognised when:
-- the rights to receive cash flows from the asset have expired, or
-- the Company has transferred its rights to receive cash flows
from the asset or has undertaken the commitment to fully pay the
cash flows received without significant delay to a third party
under an arrangement and has either (a) transferred substantially
all the risks and the assets of the asset or (b) has neither
transferred nor held substantially all the risks and estimates of
the asset but has transferred the control of the asset.
Impairment
The Company recognises an allowance for expected credit losses
(ECLs) for all debt instruments not held at fair value through
profit or loss. ECLs are based on the difference between the
contractual cash flows due in accordance with the contract and all
the cash flows that the Company expects to receive, discounted at
an approximation of the original expected interest rate (EIR). The
expected cash flows will include cash flows from the sale of
collateral held or other credit enhancements that are integral to
the contractual terms.
ECLs are recognized in two stages. For credit exposures for
which there has not been a significant increase in credit risk
since initial recognition, ECLs are provided for credit losses that
result from default events that are possible within the next
12-months (a 12-month ECL). For those credit exposures for which
there has been a significant increase in credit risk since initial
recognition, a loss allowance is required for credit losses
expected over the remaining life of the exposure, irrespective of
the timing of the default (a lifetime ECL).
For trade receivables (not subject to provisional pricing) and
other receivables due in less than 12 months, the Company applies
the simplified approach in calculating ECLs, as permitted by IFRS
9. Therefore, the Company does not track changes in credit risk,
but instead, recognizes a loss allowance based on the financial
asset's lifetime ECL at each reporting date.
The Company considers a financial asset in default when
contractual payments are 90 days past due. However, in certain
cases, the Company may also consider a financial asset to be in
default when internal or external information indicates that the
Company is unlikely to receive the outstanding contractual amounts
in full before taking into account any credit enhancements held by
the Company. A financial asset is written off when there is no
reasonable expectation of recovering the contractual cash flows and
usually occurs when past due for more than one year and not subject
to enforcement activity.
At each reporting date, the Company assesses whether financial
assets carried at amortized cost are credit impaired.
A financial asset is credit-impaired when one or more events
that have a detrimental impact on the estimated future cash flows
of the financial asset have occurred.
2.9 Financial liabilities including trade and other payables
Financial liabilities measured at amortised cost using the
effective interest rate method include trade and other payables
that are short term in nature. Financial liabilities are
derecognised if the Company's obligations specified in the contract
expire or are discharged or cancelled.
Trade payables other payables are non-interest bearing and are
stated at amortised cost using the effective interest method.
2.10 Intangible assets
Identifiable intangible assets are recognised when the Company
controls the asset, it is probable that future economic benefits
attributed to the asset will flow to the Company and the cost of
the asset can be reliably measured.
Intangible assets with finite lives are stated at acquisition
cost less accumulated amortisation less any identified impairment.
The amortisation period and method are reviewed at least annually
and adjusted as appropriate.
Intangible assets comprise those acquired at the time of the
acquisition of the Cannafull brand, website and customer lists and
are being amortised on a straight-line basis over the expected
useful economic life of three years which has been deemed by the
Directors to be an appropriate period. Amortisation is charged to
administrative expenses.
2.11 Tangible fixed assets
Tangible fixed assets are measured at historical cost less
accumulative depreciation and any accumulative impairment losses.
Historical cost includes expenditure that is directly attributable
to bringing the assets to the location and condition necessary for
it to be capable of operating in the manner intended by
management.
Depreciation is provided on all tangible fixed assets at rates
calculated to write off the cost, less estimated residual value, of
each asset on a straight-line basis over its expected useful life,
as follows:
Fixtures, fittings and equipment 3-5 years
Motor vehicles 4 years
Right-of-use assets over the lease term
Useful economic lives and estimated residual values are reviewed
annually and adjusted as appropriate.
2.12 Impairment testing of intangible and tangible assets
At each balance sheet date, the Company assesses whether there
is any indication that the carrying value of any asset may be
impaired. If any such indication exists, the recoverable amount of
the asset is estimated in order to determine the extent of the
impairment loss (if any).
2.13 Leases
Leases are accounted for under IFRS 16. IFRS 16 distinguishes
leases and service contract on the basis of whether an identified
asset is controlled by a customer. A model where a right-of-use
asset and a corresponding liability are recognised for all leases
by lessees (i.e. all on balance sheet) except for short term leases
and leases of low value assets.
The right-of use asset is initially measured at cost and
subsequently measured at cost (subject to certain exceptions) less
accumulated depreciation and impairment losses, adjusted for any
remeasurement of the lease liability. The lease liability is
initially measured at the present value of the lease payments that
are not paid at that date. Subsequently the lease liability is
adjusted for interest and lease payments, as well as the impact of
lease modifications, amongst others.
The Group assesses whether a contract is, or contains, a lease
at the inception of the contract. The Group recognises a
right-of-use asset and a corresponding lease liability with respect
to all lease arrangements in which it is the lessee, except for
short-term leases (defined as leases with a lease term of 12 months
or less) and leases of low value assets (less than GBP5,000 per
annum, which are considered immaterial), which fall out of IFRS 16
scope and are charged to the statement of comprehensive income on a
straight-line basis over the period of the lease.
2.14 Inventory
Inventory is measured at the lower of cost and estimated selling
price less costs to complete and sell. Cost is determined using the
first in first out (FIFO) method. The carrying amount of inventory
sold is recognised as an expense in the period in which the related
revenue is recognised and earned.
The cost of inventories comprise all costs of purchase, costs of
conversion (from raw materials to finished goods) and other costs
incurred in bringing the inventories to their present location and
condition.
Voyager incurs some costs of conversion on inventory items from
white label and private label skincare manufacturing through its
VoyagerCann division. These costs of conversion include costs
directly related to production, such as direct labour as well as a
systematic allocation of fixed and variable production overheads
that are incurred in converting materials into finished goods.
Fixed production overheads are those indirect costs of
production that remain relatively constant regardless of the volume
of production, such as depreciation and maintenance of factory
equipment and right-of-use assets used in the production process.
Variable production overheads are those indirect costs of
production that vary directly, or nearly directly, with the volume
of production, such as indirect materials and indirect labour.
2.15 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and in hand,
that are readily convertible to a known amount of cash and are
subject to an insignificant risk of change in value.
2.16 Equity
Share capital is determined using the nominal value of shares
that have been issued.
The Share premium account includes any premiums received on the
initial issuing of the share capital. Any transaction costs
associated with the issuing of shares are deducted from the Share
premium account, net of any related income tax benefits.
Equity-settled share-based payments are credited to a
Share-based payment reserve as a component of equity until related
options or warrants are exercised.
Retained loss includes all current and prior period results as
disclosed in the income statement.
2.17 Share-based payments
During the period, the Company issued share options to employees
and share warrants to certain advisers as part of their fees. The
issue of share options constituted a modification to share options
that had previously been issued by the Company as explained further
in Note 2.21 below.
Equity-settled share-based payments are measured at fair value
(excluding the effect of non market-based vesting conditions) at
the date of grant. The fair value so determined is expensed on a
straight-line basis over the vesting period, based on the Company's
estimate of the number of shares that will eventually vest and
adjusted for the effect of non market-based vesting conditions.
Fair value is measured using a Black-Scholes pricing model. The
key assumptions used in the model have been adjusted, based on
management's best estimate, for the effects of non-transferability,
exercise restrictions and behavioural considerations.
2.18 Taxation
The tax expense for the period comprises current tax. Tax is
recognised in the income statement, except to the extent that it
relates to items recognised directly in equity. In this case the
tax is also recognised directly in other comprehensive income or
directly in equity, respectively.
The current income tax charge is calculated on the basis of the
tax laws enacted or substantively enacted at the end of the
reporting period in the countries where the Group operates and
generates taxable income. Management periodically evaluates
positions taken in tax returns with respect to situations in which
applicable tax regulation is subject to interpretation. It
establishes provisions where appropriate on the basis of amounts
expected to be paid to the tax authorities.
Deferred tax represents the tax expected to be payable or
recoverable on the temporary differences between the carrying
amounts of assets and liabilities for financial reporting purposes
and the amounts used for taxation purposes. The Company has tax
losses which can be used to offset future profits. A deferred tax
asset is recognised only to the extent that it is probable that
future taxable profits will be available against which the asset
can be utilised. No deferred tax asset has been recognised in the
current period.
2.19 Research and development
The Company undertakes research and development activities with
the aim of formulating and developing new bespoke CBD and hemp
products. Research and development costs (principally staff costs
and ingredients) are expensed as incurred.
2.20 Government grants
Government grants are not recognised until there is reasonable
assurance that the Company will comply with the conditions attached
to them and that the grants will be received.
Government grants that are receivable as compensation for
expenses or losses already incurred or for the purpose of giving
immediate financial support with no future related costs are
recognised as other income in the profit and loss in the period in
which they become receivable.
2.21 Critical accounting judgements and key sources of estimation uncertainty
In the process of applying the entity's accounting policies,
management makes estimates and assumptions that have an effect on
the amounts recognised in the financial information. Although these
estimates are based on management's best knowledge of current
events and actions, actual results may ultimately differ from those
estimates. The key assumptions concerning the future, and other key
sources of estimation uncertainty at the balance sheet date, that
have a significant risk of causing a material adjustment to the
carrying amounts of assets and liabilities within the next
financial period, are those relating to t he valuation of share
based payments.
Modification of share options
IFRS 2 requires an entity to recognise share-based payment
transactions in its financial statements. A share-based payment is
a transaction in which the entity receives goods or services either
as consideration for its equity instruments or by incurring
liabilities for amounts based on the price of the entity's shares
or other equity instruments of the entity.
The Company's share option scheme remains in identical form but
the exercise conditions of the newly awarded options are both at a
lower share price (reflecting the prevailing market price) and with
simplified exercise conditions. The options (old and new) were
issued in the capacity as Directors/employees as under the scheme.
As the scheme itself remains the same and the old options did not
vest, the Directors consider that the effect of the award of new
shares options is that there was an amendment to the arrangement
for employees and Directors listed as option holders in the
existing scheme.
Operating the extraction and manufacturing facility in
Poland
On 15 December 2022, Voyager contracted to acquire a company
which owned and operated an extraction and manufacturing facility
in Poland and, on 1 January 2023, Voyager assumed management of the
operations. The proposed acquisition included the land that the
facilities are built on and under Polish law non-EU purchases of
real estate must obtain government approval. The acquisition
agreement included a longstop date of 30(th) June 2023 and, when
approval was not granted by that date, the acquisition lapsed and
the facility was returned to its former owners.
IFRS 3 establishes the accounting and reporting requirements for
the acquirer in a business combination. IFRS 10 provides that an
investor controls an investee (the Polish company) if and only if
the investor (Voyager) has all of the following elements:
-- Power over the investee, i.e. the investor has existing
rights that give it the ability to direct the relevant activities
(the activities that significantly affect the investee's
returns).
-- Exposure, or rights, to variable returns from its involvement with the investee.
-- The ability to use its power over the investee to affect the
amount of the investor's returns.
The Directors consider that control of the company was never
achieved on the basis that:
(i) The acquisition agreement never became unconditional;
(ii) The board of directors of the investee business comprised
exclusively representatives of the seller;
(iii) Polish regulations require approval of several matters
critical to the business operations (including annual leave, travel
and certain exports) to be given only by a director of the
business;
(iv) Operation of the business' bank account was in conjunction
with the seller; and
(v) The acquisition agreement contained certain restrictions on
Voyager's operation of the facility.
Consequently, costs of operating the Polish company are
reflected in the outstanding loan balance.
2.22 New and amended statements adopted by the group
The following new standards and amendments to standards have
been adopted by the group for the first time during the year
commencing 1 April 2022:
Amendments to IAS 16: Property, Plant and Equipment (effective
date 1 Jan 2022)
Amendments to IAS 37: Provisions, Contingent Liabilities and
Contingent Assets (effective date 1 Jan 2022)
Annual Improvements to IFRS Standards 2018-2020 Cycle (effective
date 1 Jan 2022)
Amendments to IFRS 3: Business Combinations - Reference to the
Conceptual Framework (effective date 1 Jan 2022)
2.23 Standards, amendments and interpretations to existing
standards that are not yet effective and have not been early
adopted by the Group
The following standards have been published for accounting
periods beginning after 1 April 2024 but have not been adopted by
the UK and have not been early adopted by the group and could have
an impact on the group financial statements:
Amendments to IAS 1: Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (effective
date: 1 Jan 2024)
Amendments to IAS 1: Classification of Liabilities as Current or
Noncurrent - Deferral of Effective Date (effective date: 1 Jan
2024)
Amendments to IAS 1: Presentation of Financial Statements and
IFRS Practice Statement 2: Disclosure of Accounting Policies
(effective date: 1 Jan 2023)
Amendments to IAS 8: Accounting policies, Changes in Accounting
Estimates and Errors - Definition of Accounting Estimates
(effective date: 1 Jan 2023)
Amendments to IAS 12: Income Taxes - Deferred Tax related to
Assets and Liabilities arising from a Single Transaction (effective
date: 1 Jan 2023)
Amendments to IAS 1 Presentation of Financial Statements:
Non-current Liabilities with Covenants (effective date: 1 Jan
2024)
Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial
Instruments: Disclosures: Supplier Finance Arrangements (effective
date: TBC)
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets
between an Investor and its Associate or Joint Venture (effective
date: postponed)
The directors are evaluating the impact that these standards
will have on the financial statements of Group.
2.23 Segmental reporting
Operating segments are reported in a manner consistent with the
internal reporting provided to the chief operating
decision-maker.
The chief operating decision-maker, who is responsible for
allocating resources and assessing performance of the operating
segments, has been identified as Nick Tulloch.
All operations and information are reviewed together so that at
present there is only one reportable operating segment.
3. REVENUE
Revenue arising from the sale of goods by type is analysed
as:
2023 2022
GBP'000 GBP'000
Shop revenue 186 98
Trade sales 57 43
Website and other sales 41 37
------------------- -------------------
Total revenue 284 178
------------------- -------------------
4. SEGMENT REPORTING
Operating segments are not reported on as there are no
determined segments. There is deemed to be only one segment being
the development and retail of the products for the health and
wellness market and as such the information presented to the Chief
Operating Decision Maker ("CODM") is the same as that set out in
the primary statements. All revenue has been generated in the UK
and is recognised at a point in time.
5. OTHER OPERATING INCOME 2023 2022
GBP'000 GBP'000
Employment grants 19 33
Coronavirus business support grant - 6
------------------- ----------------
19 39
------------------- ----------------
There are no unfulfilled conditions relating to the grant
schemes at 31 March 2023.
6. OPERATING EXPENSES BY NATURE 2023 2022
GBP'000 GBP'000
Auditors' Remuneration 63 28
Depreciation of tangible fixed assets 22 10
Depreciation of right-of-use assets 84 47
Share-based payments charge 67 36
Non-domestic rates 36 24
Non-domestic rates relief - (24)
Foreign exchange losses - 4
Short term operating lease costs 23 16
Wages and Salaries 640 420
Other operating costs 322 236
7. AUDITOR'S REMUNERATION 2023 2022
GBP'000 GBP'000
Fees payable in the period to
PKF Littlejohn LLP:
Audit of the accounts of the parent
company 60 28
Other services - reporting accountant
for IPO and re-registration as
a plc - 32
60 60
-------- --------
All work performed in relation to the "other services"
occurred prior to the Company's listing on the Aquis Stock
Exchange and prior to the engagement of PKF Littlejohn
LLP as auditors. During this period, the Company was in
a start-up phase and had minimal transactions.
8. STAFF NUMBERS AND COSTS
The average number of staff during the period, including
Directors, was 28.
The aggregate payroll costs of these persons were
as follows:
2023 2022
GBP'000 GBP'000
Wages and salaries 640* 420
Social security costs 39 29
Healthcare costs 2 1
Contributions to defined contribution
pension plans 17 10
698 460
Charge in respect of share-based
payments 67 36
765 496
----------------------- ---------------------
* Including manufacturing salaries that have been included in
cost of sales on the statement of comprehensive income.
Directors' emoluments
The number of directors who received share options during the
period was 2.
There were no directors who exercised share options during the
period.
The directors' aggregate emoluments in respect of qualifying
services were:
Salary Pension Benefits Share based 2023
remuneration TOTAL
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
--------------- -------- -------- --------- -------------- --------
Executive
Director:
N Tulloch** 90 9 2 62 163
-------- -------- --------- -------------- --------
90 9 2 62 163
-------- -------- --------- -------------- --------
Non-executive
Directors:
E Boyle* 45 - - 27 72
N Cooper*** 30 - - - 30
J Overland*** 30 - - - 30
-------- -------- --------- -------------- --------
105 - - 27 132
-------- -------- --------- -------------- --------
* Eric Boyle was appointed as Non-executive Chairman of the
Company pursuant to a letter of appointment dated 28 June 2021.
With effect from Admission to AQSE on 1 July 2021, Mr Boyle's
director's fee is GBP45,000 pa.
** Nick Tulloch was appointed as Chief Executive Officer of the
Company pursuant to a service agreement dated 28 June 2021. With
effect from Admission to AQSE on 1 July 2021, the basic salary
payable to Mr Tulloch is GBP90,000 per annum and in addition a
discretionary bonus in relation to each financial year which may be
payable in cash and/or shares. The Company is also required to make
a contribution equal to 10 per cent of Mr Tulloch's annual salary
into his personal pension and provide private medical insurance for
him and his family.
*** The Non-Executive Directors were both appointed on 8 June
2021, each with a salary of GBP30,000 per annum.
Key management
The Directors consider that key management personnel are the
Directors of Voyager Life plc.
9. NET FINANCE EXPENSES 2023 2022
GBP'000 GBP'000
Net finance expenses comprise:
Finance charge on lease liabilities
for assets-in-use 23 16
Interest Income (4) -
TAXATION
10. Recognised in the income statement 2023 2022
GBP'000 GBP'000
Current tax - -
Deferred tax - -
Taxation charge/credit for the - -
period
Loss on continuing operations
before tax (1,111) (801)
--------------------- -------------------
Tax using the UK corporation tax
rate of 19% (211) (152)
Impact of costs disallowable for
tax purposes 41 45
Impact of temporary timing differences -
Impact of unutilised tax losses
carried forward 170 107
Taxation charge for the period - -
--------------------- -------------------
The UK Government enacted changes to the UK tax rate
in 2020, resulting in the rate remaining at 19% (instead
of the previously intended reduction from 19% to 17%).
In the 2021 Budget, the UK Chancellor announced that
legislation would be proposed to increase the main
rate of corporation tax to 25% from 1 April 2023.
Tax has been calculated based on the rate of 19% which
was effective for the period. The taxation charge
in future periods will be affected by any changes
to the corporation tax rates in force in the countries
in which the Company operates.
At 31 March 2023, the Group had unutilised tax losses
of GBP1,515,000.
The deferred tax asset not provided for in the accounts
based on the estimated tax losses and the treatment
of temporary timing differences, is approximately
GBP288,000.
11. LOSS PER SHARE
The calculation of the loss per share is based on the loss for
the financial period after taxation of GBP 1.1 million and on the
weighted average of ordinary shares in issue during the period.
The options outstanding at 31 March 2023 are considered to be
non-dilutive in that their conversion into ordinary shares would
not increase the net loss per share. Consequently, there is no
diluted loss per share to report for the period.
2023 2022
Weighted average shares in
issue 10,042,872 8,927,731
(Loss)/earnings (GBP'000) (1,111) (801)
(Loss)/earnings per share (11.1) (9.0)
12. INTANGIBLE ASSETS
Group and Company
Identifiable assets acquired
GBP'000
Cost
Additions during prior
period 3
At 31 March 2022 3
------------------------------------------
Amortisation
Charge for the -
period
At 31 March 2022 3
------------------------------------------
Net book value
At 31 March 2022 3
------------------------------------------
Group and Company
Identifiable assets acquired
GBP'000
Cost
------------------------------------------
At 1 April 2022 3
------------------------------------------
Additions -
Amortisation
Charge for the
period 1
At 31 March 2023 2
------------------------------------------
Net book value
------------------------------------------
At 31 March 2023 2
------------------------------------------
The intangible assets arose from the acquisition of the trade
and assets of Cannafull Limited and Ascend Skincare in December
2021 and primarily relate to the value of the brands, their
websites and social media platforms and customer lists. These are
being amortised over a period of 3 years.
13. TANGIBLE ASSETS
Group and Company Fixtures, Motor Total
fittings vehicles
and equipment
GBP'000 GBP'000 GBP'000
Cost
At incorporation - - -
Additions 45 22 67
At 31 March 2022 45 22 67
-------------------------- --------------------- -------------------
Depreciation
At incorporation - - -
Charge for the period (17) (3) (10)
At 31 March 2022 (17) (3) (10)
-------------------------- --------------------- -------------------
Net book value
At 31 March 2022 38 19 57
-------------------------- --------------------- -------------------
Group and Company Fixtures, Motor Total
fittings vehicles
and equipment
GBP'000 GBP'000 GBP'000
Cost
At 1 April 2022 45 22 67
Additions 2 17 19
At 31 March 2023 47 39 86
-------------------------- --------------------- -------------------
Depreciation
At 31 March 2022 (7) (3) (10)
Charge for the period (14) (7) (21)
At 31 March 2023 (21) (10) (31)
-------------------------- --------------------- -------------------
Net book value
At 31 March 2023 26 29 55
-------------------------- --------------------- -------------------
14. RIGHT-OF-USE ASSETS AND LEASE LIABILITIES
The Company leases a number of properties for its retail
operations and has accounted for these arrangements under IFRS 16 -
Leases, which sets out the principles for recognition, measurement,
presentation and disclosure of leases.
The interest rates implicit in the leases of between 3% per
annum and 4% per annum have been applied. The leases are repayable
in monthly instalments. Each of the Company's leases for its three
retail premises is for an initial 10-year term and thereafter
extendable by agreement. The leases for its Dundee and St Andrews
premises contain break clauses at 3 years and 5 years respectively.
The Company makes assumptions in respect of rent review dates
within its internal planning and analysis.
The carrying amounts of the right of use assets recognised and
the movements during the period are shown below:
Group and Company ROU Asset
GBP'000
Cost
At 1 April
2022 691
Additions 24
At 31 March
2023 715
Depreciation
At 1 April
2022 (47)
Charge for the period (84)
At 31 March
2023 (131)
Net book value
At 31 March
2023 584
Group and Company
GBP'000
Lease liabilities recognised 613
The lease payments during the year amounted to GBP56,000.
The maturity of the leases outstanding is as follows:
Company and Group
GBP'000
Current < 1 year 69
Non-current 2 - 5 years 275
Non-current > 5 years 269
Total Non-current 544
Total Lease liability
at 31 March 2023 613
15. INVESTMENT IN SUBSIDIARY
2023 2022
Company GBP'000 GBP'000
Investment in subsidiary - -
----------------- -------------
Subsidiary Company:
As at 31 March 2023, the Company had one subsidiary, Tree of
Life Trading Limited, of which it owned 100%. Tree of Life Trading
Limited was incorporated in Scotland with its registered office at
Tay House, Riverview Business Park, Friarton Road, Perth,
Perthshire PH2 8DF. Tree of Life Trading Limited did not trade in
the period.
16. INVENTORY
Company and Group 2023 2022
GBP'000 GBP'000
Finished products and consumables 122 145
Raw materials 3
The provision held at 31 March 2023 for slow moving stock is
GBPnil. There are no material differences between the balance sheet
value of inventory and their replacement cost.
17. TRADE & OTHER RECEIVABLES
Group and Company 2023 2022
GBP'000 GBP'000
Amounts falling due within
one year
Trade receivables (Net of
Bad Debt provision) 7 5
Escrow account 500 2
Other receivables 8
Prepayments and accrued
income 13 17
VAT receivable 17 -
Sativa Wellness debtor account 35 -
------------------- -------------------
580 24
Amounts falling due after
one year
Other receivables: rent
deposit 17 20
587 44
------------------- -------------------
All amounts in trade receivables are due within 3 months. The
non-collection risk on trade receivables is reflected in the level
of allowance for non-recovery of GBP1,000.
Other receivables relate to the escrow account that was repaid
to the Company on 10 July 2023 and rent deposits.
The Directors consider that the carrying amount of trade and
other receivables approximates to their fair value. Fair values
have been calculated by discounting cash flows at prevailing
interest rates. See also Note 27.
18. CASH & CASH EQUIVALENTS
Group and Company 2023 2022
GBP'000 GBP'000
Cash at bank 490 1,425
------------------- -------------------
Cash at bank comprises of balances held in current bank accounts
(but does not include the escrow account that was repaid to the
Company on 10 July 2023). The carrying amount of these assets
approximates to their fair value.
19. TRADE & OTHER PAYABLES
AMOUNTS FALLING DUE
WITHIN
ONE YEAR
Group and Company Note 2023 2022
GBP'000 GBP'000
Trade payables (9) (4)
Accruals (74) (54)
Pensions payable (2) (2)
Right of use liability 14 (70) (37)
Other payables (22) -
(177) (97)
----------------------------- -------------------
Trade payables and accruals principally comprise amounts
outstanding for trade purchases and continuing costs. The Directors
consider that the carrying amount of trade and other payables
approximates to their fair value. See also Note 27.
20. TRADE & OTHER PAYABLES
AMOUNTS FALLING DUE
AFTER
ONE YEAR
Group and Company 2023 2022
GBP'000 GBP'000
Non-current right of use
liabilities
Later than 1 year and
not
later than 5 years 288 259
More than 5 years 271 345
-------------------- -----------------------
559 604
-------------------- -----------------------
21. SHARE CAPITAL 31 March 31 March
2023 2022
GBP'000 GBP'000
Allotted called up and
fully
paid:
13,986,244 ordinary shares of
GBP0.01 each 140 93
The Company has only one class of share. All ordinary shares
have equal voting rights and rank pari passu for the distribution
of dividends and repayment of capital. The following changes to the
issued share capital of the Company during the year:
Number Par value
of shares
issued
GBP'000
At 31 March 2022 9,252,920 93
16 December 2022 subscription for shares 2,899,992 29
20 March 2023 subscription for shares 1,833,332 18
Total issued in the period 4,733,324 47
----------- -----------
Number of shares in issue at 31 March
2023 13,986,244 140
----------- -----------
The following changes to the issued share capital of the Company
have taken place during the year:
(i) on 3 January 2023, the Company issued 2,899,992 fully
paid-up Ordinary Shares for cash at a subscription price of 12
pence per Ordinary Share to certain investors;
(ii) on 24 March 2023, the Company issued 1,833,332 Ordinary
Shares for cash at a subscription price of 12 pence per Ordinary
Share to Nick Tulloch, Eric Boyle and another investor.
At 31 March 2023 there were warrants and options outstanding
over 6,498,774 unissued ordinary shares. Details of the warrants
and options outstanding are as follows:
Granted Exercisable Exercisable Number Exercise
from until Outstanding price
(p)
Warrants
30 June 2021 Any time until 30 June 2024 34,474 38
30 June 2021 Any time until 30 June 2024 102,394 58
24 March 2023 Any time until 20 March 2025 4,794,088 20
4,930,956
-------------
Options
16 January
2023 Any time until 16 January 2033 1,567,818 20
1,567,818
-------------
Total 6,498,774
-------------
The Directors held the following options at the end of the
period. As explained further in note 23 , these options only vest
if the Company's share price exceeds a hurdle of 20 pence.
Director Date Award At 31 Exercise Earliest Latest
of award in the March price date of date of
period 2023 (pence) exercise exercise
16 January 16 January 16 January
E Boyle 2023 460,652 460,652 20 2025 2033
16 January 16 January 16 January
N Tulloch 2023 921,304 921,304 20 2025 2033
Total 1,381,956 1,381,956
---------- ----------
The market price of the shares at the year-end was 11.25 pence
per share.
During the period, the minimum and maximum prices were 11.25
pence and 14.25 pence per share respectively.
Since the end of the period, 80,000 share options have been
forfeited by members of staff who have left the Company leaving a
total of 1,489,818 options outstanding.
22. SHARE PREMIUM ACCOUNT
2023
GBP'000
At 31 March 2022 1,508
3 January 2023 issue of shares 319
24 March 2023 issue of shares 202
Total issued in the period 521
Less: Costs relating to share issues (23)
Less: Cost of share warrants issued (2)
At 31 March 2023 2,004
---------------------
23. EQUITY-SETTLED SHARE-BASED PAYMENTS RESERVE
2023
GBP'000
On options and warrants granted
in the period 135
At 31 March 2023 135
-------------------
During the period the Company issued warrants to certain
advisers as part of their fees. The process for valuing these
warrants is set out below. The Company also issued share options to
its staff and certain directors. The share options have an exercise
price of 20 pence per share and shall vest over two years from the
date of grant subject to continued employment and the 30 day
volume-weighted price of the Company's ordinary shares ("VWAP")
being 20 pence or more per share at any time after the second
anniversary of grant.
The share options are Enterprise Management Incentive (EMI)
options and therefore there is no employer's National Insurance
Contributions on either their grant or exercise.
The details of the exercise price and exercise period of
warrants and options are given in Note 21 above.
Details of the options and warrants outstanding at the period
end are as follows:
2023 2023
Options and Warrants Number Weighted
average exercise
price - pence
Outstanding at the beginning 1,181,234 23.17p
of the period
Surrendered during the period 1,181,234 23.17p
Granted during the period 1,597,818 20.00p
Lapsed during the period 30,000 20.00p
Exercised during the period -
Outstanding at the period
end 1,567,818 20.00p
Exercisable at the period
end 1,567,818 20.00p
There were no options or warrants exercised during the period.
Since the end of the period, 80,000 share options have been
forfeited by members of staff who have left the Company.
The options and warrants outstanding at the period end have a
weighted average remaining contractual life of 3.9 years. The
exercise price of the options and warrants outstanding at the
period end range from 20 pence to 58 pence per share. Full details
of the exercise price and potential exercise dates are given in
Note 21 above.
There were 4,794,088 warrants and 1,597,818 options granted
during the year, with 80,000 options lapsing during the year or
afterwards. The fair value of warrants granted during the year were
calculated using a Black Scholes pricing model and the inputs into
the model were as follows:
Share price at date of issue
of warrants 12p
Exercise price 20p
Expected volatility 41.57%
Risk free rate 3.384%
Expected dividend yield Nil
The expected volatility has been arrived at through a
calculation of the volatility of the share price from admission of
the shares on 30 June 2021 and comparison with the volatility of
share price of similar companies.
The fair value of options granted during the year were
calculated using a Monte Carlo pricing model with inputs similar to
the above and an exercise price of 20 pence.
The Group recognised total charges of GBP 67,638 related to
equity-settled share-based payment transactions during the period,
the amount of which is included in administrative expenses and the
share premium account.
24. CAPITAL COMMITMENTS
There were no capital commitments at 31 March 2023.
25. CONTINGENT LIABILITIES
There were no contingent liabilities at 31 March 2023.
26. COMMITMENTS UNDER OPERATING LEASES
The Company leases an office and three retail stores. During the
period GBP56,000 was recognised as an expense in the Income
Statement in respect of those operating leases.
As at 31 March 2023, non-cancellable operating lease rentals of
GBP69,000 were payable within one year.
27. FINANCIAL INSTRUMENTS AND RISK MANAGEMENT
The Company's financial instruments comprise primarily cash and
various items such as trade debtors and trade creditors which arise
directly from its operations. The main purpose of these financial
instruments is to provide working capital for the Company's
operations. The Group did not utilise complex financial instruments
or hedging mechanisms. To date, these amounts have, individually,
been not material to the Company's trading performance or working
capital.
Financial assets by category
The categories of financial assets (as defined by IFRS 9:
Financial Instruments) included in the balance sheet and the
heading in which they are included are as follows:
Company and Group
2023 2022
GBP'000 GBP'000
Non-current assets
Trade and other receivables 658 20
Current assets
Trade and other receivables 705 24
Cash and cash equivalents 490 1,425
1,853 1,469
------------------- -------------------
Financial liabilities by category
The categories of financial liabilities (as defined by IFRS 9)
included in the balance sheet and the heading in which they are
included are as follows:
Company and Group
2023 2022
GBP'000 GBP'000
Current liabilities
Trade and other payables
(91) (60)
-------------------
Categorised as financial
liabilities
measured at amortised
cost (91) (60)
------------------- -------------------
All amounts are short term and payable in 0 to 9 months.
Credit risk
The maximum exposure to credit risk at the reporting date by
class of financial asset was:
Company and Group
2023 2022
GBP'000 GBP'000
Trade and other receivables
- gross 581 6
Provisions (1) (1)
------------------- -------------------
580 5
------------------- -------------------
Trade receivables are due within 3 months. A provision for
expected losses of GBP1,350 has been established.
Capital management
The Company considers its capital to be equal to the sum of its
total equity. The Company monitors its capital using a number of
metrics including cash flow projections, working capital ratios,
the cost to achieve development milestones and potential revenue
from activities. The Company 's objective when managing its capital
is to ensure it obtains sufficient funding for continuing its
planned programme of growth. The Company funds its capital
requirements through the issue of new shares to investors.
Interest rate risk
The maximum exposure to interest rate risk at the reporting date
by class of financial asset was:
Company and Group
2023 2022
GBP'000 GBP'000
Bank balances and receivables 490 1,425
------------------- -------------------
The nature of the Company's activities and the basis of funding
are such that the Company has significant liquid resources. The
Company uses these resources to meet the cost of future development
activities. Consequently, it seeks to minimise risk in the holding
of its bank deposits. The Company is not financially dependent on
the small rate of interest income earned on these resources and
therefore the risk of interest rate fluctuations is not significant
to the business and the Directors have not performed a detailed
sensitivity analysis. Nonetheless, the Directors take steps when
possible and cost effective to secure rates of interest which
generate a return for the Company by depositing sums which are not
required to meet the immediate needs of the Company in
interest-bearing deposits. Other balances are held in an
interest-bearing, 95-day notice account. All deposits are placed
with UK banks to restrict both credit risk and liquidity risk. The
deposits are placed for the short term, of up to 95 days, to
provide flexibility and access to the funds and to avoid locking
into potentially unattractive interest rates.
Credit and liquidity risk
Credit risk is managed on a Group basis. Funds are deposited
with financial institutions with a credit rating equivalent to, or
above, the main UK clearing banks. The Group's liquid resources are
invested having regard to the timing of payments to be made in the
ordinary course of the Company 's activities. All financial
liabilities are payable in the short term (normally between 0 and 3
months) and the Group maintains adequate bank balances to meet
those liabilities as they fall due.
Currency risk
The majority of income and costs are incurred in sterling and
foreign currency risk is not considered to be significant. During
the period, the Group had access to both Euro and Polish Zloty bank
accounts pursuant to its Polish operations but access to these
accounts ceased on 30 June 2023 when these operations ceased.
28. RELATED PARTY TRANSACTIONS
There were no related party transactions in the year to 31 March
2023 aside from the transactions with directors in respect of
remuneration, share options and the issuance of shares.
29. EVENTS AFTER THE REPORTING PERIOD
Subsequent to the year end, on 30 June 2023, the Company
determined not to proceed with the acquisition of the extraction
and manufacturing facility in Poland due to the prolonged timing
for approval by the Polish authorities and an inability to agree
terms for an extension of the long stop date with Goodbody Health
Limited on terms that were in the interests of shareholders. Costs
of GBP50,000 that were incurred in acquiring the facility have been
expensed to the profit and loss account in this financial year.
In August 2023, the Company received a payment of GBP27,000 from
HMRC is respect of an R&D claim submitted for the period from
incorporation to 31 March 2022.
30. CONTROL
In the opinion of the Directors there is no single ultimate
controlling party.
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END
NEXVZLFBXKLEBBE
(END) Dow Jones Newswires
September 05, 2023 02:00 ET (06:00 GMT)
Voyager Life (AQSE:VOY)
過去 株価チャート
から 4 2024 まで 5 2024
Voyager Life (AQSE:VOY)
過去 株価チャート
から 5 2023 まで 5 2024