Voyager Life PLC - Final Results & Notice of AGM
RNS Number : 2405W
Voyager Life PLC
17 August 2022
 

 

17 August 2022

 

Voyager Life plc

 

("Voyager" or the "Company") 

 

Final results & 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 2022.

 

Highlights include:

·    Revenue of £178,000

·    Cash of £1.43 million as at 31 March 2022 (cash of £1.17 million as at 12 August 2022)

·    Total assets of £2.3 million and net assets of £1.6 million

·    Four revenue lines (online, own stores, third party stores, private label & white label)

·    Two brands (Voyager and Ascend Skincare)

·    Manufacturing division established: VoyagerCann

·    53 formulated products (one of the widest CBD ranges in the UK) and, in its own stores, 270 SKUs (stock-keeping units)

·    Hemp Shampoo for Pets awarded best pet grooming product at PATS Sandown

 

Voyager is also pleased to confirm that on 16 August 2022 the Company's annual report and accounts for the year ended 31 March 2022 and notice of Annual General Meeting ("AGM") were posted to Voyager's shareholders.  The AGM will be held at 11.00 am on Friday 9 September 2022, 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: "In a little over 12 months since our listing on Aquis, we have one of the largest product ranges amongst UK CBD companies, opened three stores and established our reputation in the industry as a trusted and reliable partner.

 

"As I have said before, it is our financial performance on which we expect to be judged.  In spite of our rapid expansion, we have kept a tight rein on costs as revenue has developed considerably over the year.  We are still near the beginning of our story but we have a strong balance sheet, a growing distribution capability across a number of different categories and a wide product range to attract different customers.  Our business is advancing all the time and only last week we saw record takings from our retail stores in St Andrews, Edinburgh and Dundee.

 

"CBD remains a competitive industry but our several differentiating factors - our own stores, our extensive product range, our manufacturing capability, our well-funded business - increasingly set us apart.  Prospective customers are now beginning to seek us out, rather than the other way around.  We are building a brand and that will take time but our foundations of integrity and impeccable service are resonating with customers. 

 

"Our share price remains a frustration - at current levels we trade not far from our cash level and at a discount to our net assets - but our morale is high and we are confident that the successes we are seeing day to day in our business will in time translate into recognition by investors."

 

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.

 

ENDS

 

Enquiries:

Voyager

Nick Tulloch - nick@voyagerlife.uk / 01738 317 693

http://voyagerlife.uk

 

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

Ludovico Lazzaretti or Liam Murray +44 (0) 20 72130 880

 

Notes to Editors:

 

About Voyager

Voyager was founded in 2020 and is based in Perth, Scotland.  The Company's primary objective is the formulation 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 Ascend Skincare, our beauty range.  Voyager products are currently available from Cornwall to Shetland in over 100 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 and cosmetics companies assisting them in developing and launching new products.

 

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 first annual report and accounts, covering the period from our incorporation in November 2020 to our financial year end at 31 March 2022.  We can reflect on those 17 months, and the time since, with a great sense of achievement.  Today we employ a team of 25 based in four separate locations.  We have over 50 formulated products between our Voyager and Ascend Skincare brands as well as many more formulations available through VoyagerCann, our manufacturing division.  Voyager's products are available at numerous locations, online and bricks-and-mortar, across the United Kingdom and all of this has been realised in less than two years of trading and, we believe, at a fraction of the budget that many of our competitors have spent.

 

The first part of the period under review saw four fundraisings as we took Voyager from a standing start to one of the highest profile CBD companies in the UK.  Most notable of these was raising £874,000 in four days on Seedrs, setting the tone for a number of other CBD crowdfunding campaigns in the following 12 months, and completing our IPO on the Aquis Stock Exchange Growth Market just four months later.  The second half of the period was far lighter on corporate actions with just one event - the acquisition of the trade and assets of a CBD manufacturing business from liquidation. But if ever proof was needed of quality trumping quantity, this acquisition, since renamed VoyagerCann, completed for just £9,000, within months provided a springboard to a new division for the Company and an elevated position within our industry.  Along with taking our own product development in house, we now manufacture for several other well-known CBD companies.

 

Away from corporate activity, other notable features of the period were our ongoing product development giving us one of the widest ranges of UK-based CBD companies, opening three stores in Scotland, re-branding during the summer of 2021 and subsequently overhauling our websites in the autumn.  I said at the time of our interim results last year that customers like our brand and are impressed with our products.  We excel in face-to-face sales and this remains the case in 2022.  The team have been busy with trade fairs, attending nine already this year, and we are confident that increasing the size of our sales team will deliver results.

 

We have always said that we will hold ourselves to the highest standards of corporate governance and customer service and during our rapid growth phase we have never wavered from those core principles.  In Nikki Cooper and Jill Overland, our board of directors is not only gender balanced but also sufficiently independent of the business.  Their sage advice and unerring support of all we do has been a bedrock on which the Company has developed.  In Nick Tulloch, we have a founder and chief executive who continues to defy conventional wisdom on how much can be done in a day's work, driving the Company forward on multiple fronts.

 

In spite of all this activity, we have remained true to our strategy of conservative management of our business and finances.  Our total assets stood at £2.3 million at 31 March 2022 and, importantly, as at 12 August 2022 our cash balances are £1.17 million giving us ample runway to develop Voyager into a successful business. 

 

Two disappointments during the period have been the performance of our share price along with the rigid stance taken by the FSA on novel foods.  In our view, Voyager's business is on track and, in many respects, the platform we have established for our business exceeds our expectations as expressed in our Admission Document of last year.  Nevertheless the CBD sector, particularly in the listed company category, has failed to deliver for investors, perhaps due to unrealistic business plans and, in some cases, self-inflicted problems contributing to significant share price declines elsewhere.  Voyager, also not helped by persistent low liquidity on Aquis, has fallen with other companies in the sector in share price terms. 

 

However, we continue to believe that our strong balance sheet and professional management sets us apart from many and, furthermore, collaboration with our peers represents the fastest route to success in this rapidly growing industry.  To that end, we regularly examine opportunities in the sector, both for corporate activity or commercial cooperation, and we have made a small number of proposals to other businesses.  In line with our wider management philosophy, we will not be drawn into paying substantial premiums or taking unnecessary risk. Furthermore, as our fundamental objective is mutual cooperation, only an amicable solution where a prospective partner welcomes our involvement is acceptable to us.  We believe that UK CBD companies will continue to struggle with regulation, high levels of competition and high cash burn coupled with a waning investor appetite.  Voyager's business and financial position is strong, so we are in no hurry but we will continue to examine consolidation and partnership opportunities.

 

On 31 March 2022, the Food Standards Agency ("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. The Directors are aware of other products currently on the FSA's list that were apparently launched after that date and so should have been excluded as well as other brands on the list who have changed their ownership, formulations or sources of ingredients.

 

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.  Put simply, how can it be right that changing a formulation or even the country from which CBD is obtained is considered acceptable but applying a different label is somehow inappropriate.  Voyager's external manufacturing partner is on the list with several products and ingredients that match our formulations so we remain confident that the products we have been selling will, in time, be fully approved at which point Voyager-labelled products can be sold without restriction.  In the meantime, we continue to lobby the FSA for a fairer and more consistent approach to the CBD industry.

 

The majority of sales of ingestible CBD products that we make are transacted out of Scotland and so not within the FSA's authority.  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 therefore continue to work proactively with regulators and our manufacturing partners to ensure all Voyager products meet the required standards of safety, transparency and quality.

 

Despite the current frustrations with the novel foods process, it is worth noting that ingestible CBD products form less than 20% of the CBD-based products currently sold by Voyager and, furthermore, as we continue to expand our skincare and topical ranges, this figure will fall further.

 

We enter our second full year of trading in a strong position and with confidence levels high. We are in a competitive industry but also an industry that values integrity and transparency.  We know there is much work to do to realise our ambitions but I could not be more pleased with how our voyage is progressing.  As ever, all of the Voyager board welcome shareholder interaction and feedback and we hope to see as many of our investors as possible at our inaugural AGM on 9 September 2022. Notice for the meeting is set out in our annual report.

 

Eric Boyle

Non-Executive Chairman

16 August 2022

 

CEO'S REVIEW

 

From the outset, Voyager's strategy has been to become a recognised CBD and plant-based health & wellness brand.  Achieving that means that we must develop revenues across multiple products and sales' channels and I am pleased to report that, by the end of the period under review, we had four sources of income:

 

·    Online sales - comprising our own website along with third party sites and online marketplaces

·    Sales through third party stores

·    Sales through our own stores in St Andrews, Edinburgh and Dundee

·    White label and private label skincare manufacturing through our VoyagerCann division

 

A little over a year ago, Voyager comprised solely online sales.  Today these are eclipsed by other parts of our business and notably our own stores. We do not profess to be counter-cyclical attempting to reverse the direction of retail traffic from the internet back to the high street but, instead, we recognise that our products are inherently personal in nature.  Not only is taste, texture and scent 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 for many of us a step into the unknown.  Voyager's stores are designed as knowledge centres with our sales staff on hand to guide and assist customers in their decision making.  Likewise, when we supply to other businesses, we provide point of sale assistance, staff training and detailed descriptions of our products. It has been of no surprise to us that bricks-and-mortar sales have exceeded our online revenue.  The week just finished has been our most successful to date with takings of £7,000 in our own stores.

 

Nevertheless internet sales, and particularly those on one of our own websites, remain our highest margin returns and, with our product range now more substantial than many of our competitors and growing recognition of our brand, we are continuing to invest in this part of our business.

 

Key events during the period and subsequently




Date

Event

 

 

November 2020

·     Voyager incorporated

·     Seed funding of £500,000

·     First employee joins and office opens

 

January 2021

·     Second employee joins

 

February 2021

·     Voyager becomes the first multi-product CBD company to complete a crowdfunding campaign in the UK, raising £874,000 in less than a week

 

March 2021

·     Headcount doubles

 

April 2021

·     Voyager moves to a larger office

·     Private placement of £741,000 completed

 

May 2021

·     First sales to trade customers made

·     Lease signed on St Andrews store

 

June 2021

·     Nikki Cooper and Jill Overland join the board

·     IPO on Aquis raising a further £400,000

 

July 2021

·     First store opens (St Andrews)

 

August 2021

·     Re-branding of Voyager complete

 

September 2021

·     CBD skincare line launched

·   Pet range also expands with the launch of a hemp shampoo and odour neutraliser

 

October 2021

·     Re-launch of VoyagerCBD.com

·     Second store opens (Edinburgh)

 

November 2021

·     Third store opens (Dundee)

 

December 2021

·     Acquisition of the trade and assets of Cannafull

 

February 2022

·     Re-launch of Cannafull as VoyagerCann, providing white label and private label skincare for other CBD companies

·     Voyager commences manufacturing its own topical and skincare products

·     Re-launch of Ascend Skincare, our multi-award winning beauty brand

 

March 2022

·     Hemp shampoo for pets named as best new grooming product at PATS Sandown

 

May 2022

·     Voyager moves to new premises in Perth

 

June 2022

·   Voyager becomes the only UK CBD company to offer a refillable service for CBD products

July 2022

·     Voyager's range of formulated products exceeds 50

August 2022

·     Ascend Skincare launches two new products - a cleansing butter and a moisturiser

·     Best week of sales to date at Voyager's three stores

 

Since incorporation, the breakdown of our revenue across our three business lines has been well balanced with online sales accounting for 21%, trade customers 24% and our own stores, as we would expect at this stage, leading with 55%. Going forward, we expect the Company's primary growth driver to be trade customers, both those for finished products and those seeking white label or private label products manufactured by our VoyagerCann division.

 

Our distribution reach has grown considerably in the past twelve months.  In the early part of our development we kept a record of the number of stores and websites stocking Voyager products.  As we have grown, this metric has become less relevant - stores inevitably vary considerably by size and order frequency and, through our distributor partnerships, we are now not necessarily aware of every location that Voyager products are available for sale.  Instead, we track revenue and the quality of communication with our trade partners.  Importantly, for a young company, Voyager has developed several partnerships with well-known names in the retail sector including CLF, Thompson and Morgan, the Range and Wayfair which highlight the mainstream appeal of our brand and product range.

 

The growth of our distribution capabilities has been supported by the development of an extensive product range of 53 formulated products and a total of 270 SKUs (stock keeping unit) in our stores.  Not only does this improve the shopping experience for its customers but it also enables the Company to stock products that are exclusive to its stores.  We have also been pleased to welcome guest brands to our stores.  As well as increasing the element of choice for customers, the Board's view is that, during this early growth phase of the CBD industry, companies such as Voyager will prosper by collaborating with our peers and we continue to keep our door open to like-minded management teams to work together on joint initiatives.

 

At present, guest brands in our stores are Nooro, Zenbears, Herbotany Health, Hey Jane and Cellular Goods.  We have also collaborated online with Rebel Wines and expect to welcome a sixth guest brand soon.

 

Despite the rapid growth of Voyager, we continue to keep a tight rein on costs.  This spring we moved from a serviced office to a 1,600 square foot premises, still located in Perth, which now comprises our head office, product storage and manufacturing facility. 

 

A feature of the first half of the 2022 calendar year has been the re-emergence of trade fairs across the UK.  As with many other new brands selling personal products, we see far greater success in sales when we are face-to-face with buyers and, in this regard, trade buyers are no different to retail customers.  Consequently, we have invested heavily in trade fair attendance this year, attending nine so far this year in different locations around the UK and with a further four booked. To an extent there has been some experimentation to determine events that are most successful for us but the pattern that is emerging - and that we will follow going forward - is that beauty and pet events represent our biggest successes for Voyager whilst white label events suit VoyagerCann.  The likelihood in 2023 is that we will attend fewer events in the UK but will divert that time and budget to a limited number of events in Europe.

 

Voyager has continued to grow since the period end and now employs 25 people of which 11 are based in our head office in Perth and the remainder work in our stores.  We have regularly applied for, and received, employer support from central and local governments and ten members of the team have been funded by grants. With Covid pandemic arrangements coming to an end, certain aspects of this funding are no longer available but the Company continues to make use of government support where available.  In late March, we applied for and received £2,126 through the Digital Boost grant which covered 50 per cent. of the cost of certain IT expenditure.  We were also exempted from non-domestic rates during the period at any of our premises as we benefited from retail and hospitality relief.

 

As I stated at the time of our interim results, we have experienced challenges around the availability of employees in common with many other UK companies.  In particular, it has taken longer to fill our quota of Kickstart and other employer incentives than we hoped.  Our expansion may well have been faster had there been greater availability of labour.  However, in the context of the Company overall, this has for the most part been no more than an inconvenience and, more recently, we have seen a marked increase in applicants for roles that we advertise suggesting that the labour market is loosening up to a degree.

 

Elsewhere we are seeing rising costs within our business model.  This is most notable in utility services with electricity and gas charges at all of our premises increasing during the early months of 2022.  As is our management style, we have examined ways to contain these costs, both through more efficient appliances and instilling a culture of turning off what isn't being used but it seems inevitable that utility charges will rise for us this year.

 

Worldwide cost increases also impacted our purchases of raw materials.  Items such as glass containers, cardboard packaging and essential oils are all more expensive than they were a year ago.  VoyagerCann is able to pass these costs onto our customers and, for Voyager and Ascend Skincare, these costs generally remain a small part of the overall product and, at present, are not influencing our business to any material extent.  Nevertheless we are mindful of maintaining margins and so we have sought to offset increases by buying in bulk or sourcing certain materials from overseas.  In that regard, a more positive development is that logistics delays that we experienced in the latter part of 2021 have for the most part returned to normal.  Furthermore, as predicted at the time of our interim results, the most expensive ingredient in our products, namely wholesale CBD, continues to fall in line with hemp prices.

 

During the summer and autumn of 2021 we purchased two Fiat Fiorino vans.  Both vans are decorated with Voyager's logo and contact details and so provide mobile advertising as well as cost-effective transport for the team.  Based on their combined mileage to date, we estimate that we have already saved around £5,000 compared with the alternative of paying staff a mileage allowance to use their own vehicles.  I said at the time of our interim results that, based on our projected rate of use, pay back on each van could be less than two years.  Rising fuel prices may marginally extend that period but, nevertheless, the vans have been an excellent investment for the Company and, with the robust price of second hand commercial vehicles across the UK, a valuable asset.

 

In common with many other businesses, Voyager started as one person with an idea - it existed initially on little more than my enthusiasm and a basic website.  I am grateful to our chairman, Eric Boyle, and the original founding directors, Paul Mendell and Kyle Swingle, who saw the opportunity and provided the support and encouragement to turn that idea into a company.  It is just two years since VoyagerCBD.com was registered as a domain but the company we have created exceeds all of the goals we envisioned at the outset.

 

I have said before that we will not be distracted by the vanity of opening stores and launching products. The unerring focus of the Voyager team is to build the profile of our brands and increase our revenue.  In our extensive product range, growing network of distribution contracts, own stores, and manufacturing capability, we have given ourselves a strong platform from which to grow and we have every reason to be optimistic about the development of the Company.

 

Outlook

 

Objectives in the coming months include:

 

·   Targeted campaigns through social media and affiliate marketing to further boost online sales.

·    Continued growth of the Company's network of trade partners through attendance at trade fairs and conferences and growing the sales team.

·    Ongoing development of our own stores through local events, the growing product range and the introduction of guest brands.

·    Establishing VoyagerCann as a trusted manufacturing partner for the CBD and hemp industry.

 

The Directors recognise that, although growing strongly, the CBD market in the UK and overseas remains highly competitive and, furthermore, that the competition 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.  The confusion caused by the delayed publication of the FSA's list of CBD companies that it validated under the novel foods regulations has created further challenges. However, it is for this reason that the Directors remain confident in Voyager's strategy.  As the market continues to grow and customers become better informed and more discerning, they believe that responsible and trusted brands like Voyager will thrive in the long term.

 

Nick Tulloch

Chief Executive Officer

16 August 2022

 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

 

 

Notes

 

 

Period ended

31 March 2022

£'000

 


 

 

 

 


 

 

 

Revenue

3

 

 

178






Cost of sales

6



(99)






Gross profit


 

 

79






Administrative expenses

6



(797)






Other operating income

5



39






Operating loss




(679)






Net finance expense

IPO associated costs

9



(16)

(106)






Loss on ordinary activities before taxation


 

 

(801)

 


 

 

 

Taxation on loss on ordinary activities

10



-






Total comprehensive loss for the period attributable to the equity holders


 

 

(801)

 











Loss per share (basic and diluted) attributable to the equity holders (pence)

    11



 

(9.0p)

 

The period to which this consolidate statement of comprehensive income applies was the 17 month period from 12 November 2020 to 31 March 2022.

 

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 2022

£'000

NON-CURRENT ASSETS




Intangible assets

12


3

Tangible assets

13


57

Right-of-use assets

14


644

Trade and other receivables: falling due after one year

17


20





 

 

 

724

CURRENT ASSETS

 

 

 

Inventory

16


145

Trade and other receivables: falling due within one year

17

 

24



 


Cash and cash equivalents

18


1,425

 

 

 

1,594

 

 

 

 

TOTAL ASSETS

 

 

2,318

 

 

 

 

CURRENT LIABILITIES

 

 

 

Trade and other payables

19

 

(97)


 

 


NON-CURRENT LIABILITIES


 


Trade and other payables

20

 

(604)



 


TOTAL LIABILITIES

 

 

(701)

 

 

 

 

 

 

 

 

NET ASSETS

 

 

1,617

 

 

 

 

EQUITY

 

 

 

Share capital

21


93

Share premium

22


1,508

Share based payments reserve

23


67

Retained loss



(51)





TOTAL EQUITY

 

 

1,617





 

Voyager Life plc is registered in Scotland with number SC680788.

 

The financial statements were approved by the Board of Directors on 16 August 2022 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 Payments Reserve

 

Retained earnings

 

Total equity

 

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

 

 

 

 

 

 

 

 

 

 

Balance at incorporation

 

-


-


-


-


-

 











Loss for the period


-


-


-


(801)


(801)












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

 

 

 

 

 

 

 

 

 

 

 























 

The accompanying notes form part of these financial statements.

 

The Company's only subsidiary (Voyager Life, LLC) 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 £0.01 per ordinary share

Share premium

Amount subscribed for share capital in excess of nominal value, net of share issue costs

Share based payments reserve

Amounts recognised for share-based payment transactions including share options granted to employees and other parties

Retained earnings / (loss)

Cumulative net gains and losses recognised in the consolidated statement of comprehensive income

 

CONSOLIDATED AND COMPANY CASHFLOW STATEMENT

 

 

 

Notes

 

2022

Cash flow from operating activities

 

 

 

£'000

 

 

 

 

 

Loss for the period




(801)






Adjustments for:





Depreciation charges - tangible fixed assets


13/14


57

Finance expenses


9


16

Exchange rate balance




-

Share based remuneration


23


67






Operating cashflow before working capital movements




(661)






Increase in inventories


16


(145)

Increase in trade and other receivables


17


(44)

Increase in trade and other payables




60






Net cash outflow from operating activities




(790)






Cashflows from investing activities





Purchase of tangible fixed assets


13


(67)

Purchase of intangible assets


12


(3)

Deposit paid for right-of-use asset


14


(65)






Net cash used in investing activities




(135)






Cashflows from financing activities





Repayment of lease liabilities




(1)

Proceeds from issue of shares, net of issue costs


21


2,351






Net cash generated by financing activities




2,350






Net increase in cash and cash equivalents




1,425






Cash and cash equivalents at the end of the period


18


1,425






 

The accompanying notes form part of these financial statements.

 

The Company's only subsidiary (Voyager Life, LLC) did not trade during the period and consequently there is no difference between the Group's consolidated cashflow statement and the Company cashflow statement.

 

NOTES TO THE FINANCIAL STATEMENTS

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, 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 £801,000.

 

2.            PRINCIPAL ACCOUNTING POLICIES

 

2.1          Basis of preparation

 

The Consolidated Financial Statements of the Group and Company have been prepared in accordance with 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 2022.

 

The subsidiary included is as follows is as follows:

 

Entity name

Country of incorporation

Registered address

Nature of business

% voting rights and shares held

Voyager Life LLC

US

402 Orofino Dr, Castle Rock, Colorado CO 80108

Non-trading

100% of common stock

 

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 Group. 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 period and, furthermore, the Company has continued to open up new sources of revenue, particularly through new customer accounts.  This has continued following the period end.

 

The Company is currently financed through investment by its shareholders and during the period the Company raised £2.5 million, before costs, from the issue of shares. The Company made a loss for the period of £801,000 before taxation and foreign exchange adjustments. Nonetheless, the Company held bank balances of £1.425 million at the year end.

 

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, the Company's current cash balances and the Company's existing and projected monthly running costs. The Directors have a reasonable expectation that the Company have 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.

 

2.4          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 the basis of delayed payment 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 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 gross amount of the sale 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 gross amount of the sale 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

 

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.

 

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 recognizes 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 3 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.

 

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.

 

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.

 

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 Monte Carlo 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 the valuation of share based payments.

 

2.22        Standards, amendments and interpretations to existing standards that are not yet effective and have not been early adopted by the Group

 

During the financial year, the Group has adopted the following new IFRSs (including amendments thereto) and IFRIC interpretations that became effective for the first time.

Standard

Effective date, annual period beginning on or after

 

COVID-19 - Related rent concessions (Amendment to IFRS16)

1 April 2021

Amendments to IFRS 9, IAS 39 and IFRS 17 - Interest Rate Benchmark Reform (Phase 2)

1 January 2021

Amendments to IFRS 3:Business Combinations -Reference to the Conceptual Framework

1 January 2022

Amendments to IAS 16: Property, Plant and Equipment

1 January 2022

Amendments to IAS 37: Provisions, Contingent Liabilities and Contingent Assets

1 January 2022

Annual Improvements to IFRS Standards 2018-2020 Cycle

1 January 2022

 

Their adoption has not had any material impact on the disclosures or amounts reported in the financial statements.

 

Standards issued but not yet effective:

At the date of authorisation of these financial statements, the following standards and interpretations relevant to the Group and which have not been applied in these financial statements, were in issue but were not yet effective. In some cases these standards and guidance have not been endorsed for use in the European Union.

 

Standard

Effective date, annual period beginning on or after

 

Amendments to IAS 1 - Classification of liabilities as current or non-current

TBC

Amendments to IAS 1 and IFRS Practice Statement 2 - Disclosure of accounting policies

TBC

Amendments to IAS 8 - Definition of accounting estimate

TBC

Amendments to IFRS 10 and IAS 28 - Sale or contribution of assets between an investor and its associate or joint venture

Postponed

Amendments to IAS 12: Income Taxes -Deferred Tax related to Assets and Liabilities arising from a Single Transaction

TBC

 

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:

 

 

 

2022

 

 

 

£'000

 





Shop revenue


98


Trade sales


43


Own website and other sales


37


Total revenue


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

 

 

 

2022

 

 

 

£'000

 





Employment grants


33


Coronavirus business support grant


6




39

 

There are no unfulfilled conditions relating to the grant schemes at 31 March 2022.

 

6.

OPERATING EXPENSES BY NATURE

 

 

2022

 

 

 

£'000

 

 


Auditors Remuneration


28


Depreciation of tangible fixed assets


10


Depreciation of right-of-use assets


47


Share-based payments charge


36


Non-domestic rates


24


Non-domestic rates relief


 (24)


Foreign exchange losses


4


Short term operating lease costs


16


Wages and Salaries


420


Other operating costs


236




797

 

7.

AUDITOR'S REMUNERATION

 

 

 

 

 

Fees payable in the period to PKF Littlejohn LLP:

 

2022

 

 

 

£'000

 





Audit of the accounts of the parent company


28


Other services - reporting accountant for IPO and re-registration as a plc


32








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 14.

 

The aggregate payroll costs of these persons were as follows:

 

 

 




 


2022

 




 


£'000

 






 

 


Wages and salaries




420

 


Social security costs




29

 


Healthcare costs




1

 


Contributions to defined contribution pension plans




10

 







 






460

 


Charge in respect of share-based payments




36

 







 






496

 







 











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 remuneration

2022

TOTAL


£'000

£'000

£'000

£'000

£'000

Executive Director:






N Tulloch**

67

7

1

23

98


67

7

1

23

98

Non-executive Directors:





 

E Boyle*

34

-

-

11

45

N Cooper***

24

-

-

-

24

J Overland***

24

-

-

-

24


82

-

-

11

93

 

* 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 £45,000 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 £90,000 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 £30,000 per annum.

 

Key management

The Directors consider that key management personnel are the Directors of Voyager Life plc.

 

9.

NET FINANCE EXPENSES

 

 

 

 

2022






£'000


Net finance expenses comprise:












Finance charge on lease liabilities for assets-in-use




16

 

10.

TAXATION

 

Recognised in the income statement

 

 

 

 

 

2022

 

 


 

 

 

£'000

 







 


Current tax




-

 


Deferred tax




-

 







 


Taxation charge/credit for the period




-

 







 







 


Loss on continuing operations before tax




(801)

 







 


Tax using the UK corporation tax rate of 19%




(152)

 







 


Impact of costs disallowable for tax purposes




45

 


Impact of temporary timing differences




-

 


Impact of unrelieved tax losses carried forward




-

 







 


Taxation credit for the period




107

 







 







 


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 2022, the Group had unutilised tax losses of £107,000.

 

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 £566,000.

 

 










11.          LOSS PER SHARE

 

The calculation of the loss per share is based on the loss for the financial period after taxation of £801,000 and on the weighted average of ordinary shares in issue during the period. 

 

The options outstanding at 31 March 2022 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.

 


2022

 

Weighted average shares in issue

8,927,731

(Loss)/earnings (£'000)

801

(Loss)/earnings per share

9.0

 

12.          INTANGIBLE ASSETS

 


Group and Company








 

 

 

 

 

 

 

 

Identifiable assets acquired

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

£'000


Cost









Additions







3











At 31 March 2022







3











Amortisation

 

 

 

 

 

 

 


Charge for the period







-











At 31 March 2022







-




















Net book value









At 31 March 2022







3



















The intangible assets arose from the acquisition of the trade and assets of Cannafull 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, fittings and equipment

 

Motor vehicles

 

Total

 

 

£'000

 

£'000

 

£'000


Cost







At incorporation

-


-


-


Additions

45


22


67









At 31 March 2022

45


22


67









Depreciation

 

 

 

 

 


At incorporation

-


-


-


Charge for the period

(7)


(3)


(10)









At 31 March 2022

(7)


(3)


(10)
















Net book value

 

 

 

 

 


At 31 March 2022

38


19


57

 

Certain fixed assets were acquired during the period by issue of new ordinary shares to Fetlar Capital Limited (see note 28) with the balance acquired for cash.

 

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

 

 

 

Property

 

 

 

 

 

 

 

 

£'000

 

Cost








 

At incorporation







-

 

Additions







691

 









 

At 31 March 2022







691

 









 

Depreciation

 

 

 

 

 

 

 

 

At incorporation







-

 

Charge for the period




(47)

 









 

At 31 March 2022







(47)

 









 









 

Net book value

 

 

 

 

 

 

 

 

At 31 March 2022







644

 









 

Group and Company

 

 

 




£'000




 

Lease liabilities recognised during the period

 

 

626

Interest



16

Payments



(1)





Balance at 31 March 2022



641





 













The maturity of the leases outstanding is as follows:

 

Company and Group

 

 

 

 




£'000

 




 

 

Current < 1 year

 

 

37

 





 

Non-current 2 - 5 years



259

 

Non-current > 5 years



345

 

Total Non-current



604

 

Total Lease liability at 31 March 2022



641

 





 

15.

INVESTMENT IN SUBSIDIARY

 

 

 

 

 





 


   2022


Company



 

 

£'000

 

 

 

 

 

 

 


Investment in subsidiary





-




















 

Subsidiary Company:

As at 31 March 2022, the Company had one subsidiary, Voyager Life LLC, of which it owned 100%.  Voyager Life LLC was incorporated in the State of Colorado in the USA.  Voyager Life LLC did not trade in the period other than to hold a bank account which was closed in March 2022.  Subsequent to the balance sheet date, Voyager Life LLC has been dissolved.

 

16.

INVENTORY


 

 

 

 


Company and Group

 

 

 

2022



 

 

 

£'000








Finished products and consumables




145







The provision held at 31 March 2022 for slow moving stock is £nil.  There are no material differences between the balance sheet value of inventory and their replacement cost.

 

17.

TRADE & OTHER RECEIVABLES

 

 

 


 

 

 

 


Group and Company

 

 

 

 

 

 

2022



 

 

 

 

 

 

£'000


Amounts falling due within one year









Trade receivables (Net of Bad Debt provision)







5


Other receivables







2


Prepayments and accrued income







17









24


Amounts falling due after one year









Other receivables







20


















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 £1,000.

 

Other receivables relate to 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

 

 

 

 

 

 

2022



 

 

 

 

 

 

£'000











Cash at bank







1,425










Cash at bank comprises of balances held in current bank accounts.  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

 

2022

 






£'000

 






 

 


Trade payables


 

 

(4)

 


Accruals




(54)

 


Pensions payable




(2)

 


Right of use liability


14


(37)

 







 






(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.  Fair values have been calculated by discounting cash flows at prevailing interest rates.  See also Note 27.

 

20.

TRADE & OTHER PAYABLES

AMOUNTS FALLING DUE AFTER ONE YEAR


 

 

 



 

 

 

 


Group and Company

 

 

 

2022

 






£'000

 




 

 

 

 


Non-current right of use liabilities


 

 

 

 


Later than 1 year and not later than 5 years


 

 

259

 


More than 5 years


 

 

345

 






604

 







 

21.

SHARE CAPITAL

 

31 March 2022

 

 

 

 

 

 

£'000

 


Allotted called up and fully paid:





 


9,252,920 ordinary £0.01 shares




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 have taken place since the Company was incorporated:

 

 

Number

Par value of shares issued

 

 

£'000

 

 

 

At incorporation on 12 November 2020

100

-

30 November 2020 Issue of shares

947,955

10

4 April 2021 Issue of shares

333,300

3

4 April 2021 Issue of shares pursuant to a 3 for 1 bonus issue

3,844,065

38

8 April 2021 Issue of shares pursuant to crowdfunding raise

1,487,844

15

23 April 2021 Issue of shares pursuant to private funding raise

1,950,000

20

30 June 2021 Issue of shares pursuant to the Company's IPO

689,656

7




Total issued in the period

9,252,920

93




Number of shares in issue at 31 March 2022

9,252,920

93

 

On 12 November 2020, the issued share capital of the Company was £1 divided into 100 Ordinary Shares. The following changes to the issued share capital of the Company have taken place since the Company was incorporated:

 

(i)      on 30 November 2020, the Company issued 273,900 fully paid-up Ordinary Shares to Nick Tulloch, Eric Boyle and other founding members of the Company;

 

(ii)    on 30 November 2020, the Company issued 385,555 Ordinary Shares for cash at a subscription price of 70 pence per Ordinary Share to certain founding directors of the Company;

 

(iii)   on 30 November 2020, the Company issued 288,500 Ordinary Shares for cash at a subscription price of 77 pence per Ordinary Share;

 

(iv)      on 4 April 2021, the Company issued 333,300 Ordinary Shares for cash at a subscription price of 124 pence per Ordinary Share;

 

(v)       on 4 April 2021, the Company issued 3,844,065 Ordinary Shares by way of a bonus issue of three new Ordinary Shares for every one Ordinary Share held;

 

(vi)    on 8 April 2021, and taking account of the effect of the bonus issue referred to in subparagraph (v) above, the Company issued 1,487,844 Ordinary Shares for cash at a subscription price of 31 pence per Ordinary Share;

 

(vii)   on 23 April 2021, and taking account of the effect of the bonus issue referred to in subparagraph (v) above, the Company issued 1,950,000 Ordinary Shares for cash at a subscription price of 38 pence per Ordinary Share;

 

(viii)   on 20 May 2021, the Company reduced its capital through the reduction of its share premium account by £750,000. Such reduction of capital did not, however, affect the number of shares in the capital of the Company in issue; and

 

(ix)      on 30 June 2021, the Company issued 689,686 Ordinary Shares for cash at an issue price of 58 pence pursuant to the Company's IPO.

 

At 31 March 2022 there were warrants and options outstanding over 1,181,234 unissued ordinary shares.   Details of the warrants and options outstanding are as follows:

 

Granted

Exercisable from

Number

Outstanding

Exercise 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









136,868


 

 

 

 

 

Options

 

 

 

 

28 June 2021

Any time until

28 June 2031

998,566

19

11 October 2021

Any time until

11 October 2031

45,800

22









1,044,366







Total



1,181,234


 

The Directors held the following options at the beginning and end of the period. As explained further in note 23, these options only vest if the Company's share price exceeds a hurdle of 70 - 82 pence.

 

Director

Date of award

Award in the period

At 31 March

2022

Exercise price (pence)

Earliest date of exercise

Latest date of exercise








E Boyle

 

28 June 2021

308,430

308,430

19

28 June 2023

28 June 2031

N Tulloch

 

28 June 2021

616,861

616,861

19

28 June 2023

28 June 2031








Total

 

925,291

925,291




 

 

 

 




The market price of the shares at the year end was 14.5 pence per share. 

 

During the period, the minimum and maximum prices were 14.5 pence and 58 pence per share respectively.

 

Since the end of the period, 34,482 share options have been forfeited by a member of staff who has left the Company leaving a total of 1,009,884 options outstanding.

 

22.       SHARE PREMIUM ACCOUNT

 

 

2022

 

 

 

£'000

 

 

 

 

 

At incorporation on 12 November 2020

 

-

 

30 November 2020 Issue of shares


494

 

4 April 2021 Issue of shares


410

 

4 April 2021 Issue of shares pursuant to a 3 for 1 bonus issue


(38)

 

8 April 2021 Issue of shares pursuant to crowdfunding raise


446

 

23 April 2021 Issue of shares pursuant to private funding raise


722

 

30 June 2021 Issue of shares pursuant to the Company's IPO


393

 




 

Total issued in the period


2,427

 




 

Less: 20 May 2021 Capital reduction


(750)

 




 

Less:  Costs relating to share issues


(138)

 




 

Less: Cost of Share warrants issued


(31)

 




 

At 31 March 2022


1,508

 




 

23.          EQUITY-SETTLED SHARE-BASED PAYMENTS RESERVE

 

 

 

 

 

2022

 

 

 

 

 

£'000

 







On options and warrants granted in the period




67














At 31 March 2022




67







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 19 pence per share and shall vest over two years from the date of grant subject to continued employment and the performance conditions set out below:

 

(i)   50 per cent of the share options will vest at any time after the second anniversary of Admission if the 30-day volume-weighted price of the Company's ordinary shares ("VWAP") is 70 pence or more per share;

(ii)  a further 50 per cent of the share options will vest at any time after the second anniversary of grant if the 30-day VWAP is 82 pence or more per share, this part of the award will vest in full; and

(iii) if condition (ii) is not satisfied but, by the third anniversary of grant, the VWAP is between 70 pence and 82 pence per share, the remaining share options will vest on a pro-rated straight-line basis (or will otherwise lapse).

 

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:

 

 

 

2022

2022

Options and Warrants


Number

Weighted average exercise price    - pence

 




Outstanding at the beginning of the period

 


-


Granted during the period


1,253,647

22.88p

Lapsed during the period


72,413

20.04p

Exercised during the period

 


-


Outstanding at the period end


1,181,234

23.17p





Exercisable at the period end


1,181,234

23.17p

 

There were no options or warrants exercised during the period.  Since the end of the period, 34,482 share options have been forfeited by a member of staff who has left the Company.

 

The options and warrants outstanding at the period end have a weighted average remaining contractual life of 8.4 years.  The exercise price of the options and warrants outstanding at the period end range from 19 pence to 58 pence per share.  Full details of the exercise price and potential exercise dates are given in Note 21 above.

 

There were 136,868 warrants and 1,253,647 options granted during the year, with 106,895 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


58p

Exercise price


38 - 58p

Expected volatility


52.0%

Risk free rate


1.0%

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 20221 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 exercise prices ranging between 19 pence and 22 pence.

 

The Group recognised total charges of £67,000 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 2022.

 

25.          CONTINGENT LIABILITIES

 

There were no contingent liabilities at 31 March 2022.

 

26.          COMMITMENTS UNDER OPERATING LEASES

 

The Company leases office and storage facilities under short-term operating leases.  During the period £16,000 was recognised as an expense in the Income Statement in respect of those operating leases.

 

As at 31 March 2022, non-cancellable operating lease rentals of £1,000 were payable within one year.  On 1 May 2022, the Company moved to new head office premises at Tay House, Friarton Road, Perth PH2 8DF, entering into an 18-month lease.

 

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 International Accounting Standard 39: Financial Instruments: Recognition and Measurement) included in the balance sheet and the heading in which they are included are as follows:

 

Company and Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

£'000

Non current assets









Trade and other receivables








20










Current assets









Trade and other receivables








24

Cash and cash equivalents








1,425


















1,469

 

 

 

 

Financial liabilities by category

The categories of financial liabilities (as defined by IAS39) included in the balance sheet and the heading in which they are included are as follows:

 

Company and Group

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

 

£'000

 

Current liabilities








 

Trade and other payables








 








(60)

 

Categorised as financial liabilities

  measured at amortised cost







 

(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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

£'000

Trade and other receivables - gross

 

 

 

 

 


6

Provisions

 

 

 

 

 


(1)


 

 

 

 

 


5


 

 

 

 

 



Trade receivables are due within 3 months.  A provision for expected losses of £1,000 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

 

 

 

 

 

 

£'000

Bank balances and receivables







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 interest-bearing, instant access accounts.  All deposits are placed with main clearing banks to restrict both credit risk and liquidity risk.  The deposits are placed for the short term, between one and three months, 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 held a US Dollar bank account but this was closed in March 2022.

 

28.          RELATED PARTY TRANSACTIONS

 

Transaction with Fetlar Capital Limited

Fetlar Capital Limited ("Fetlar") is a related party being a company owned by Nick Tulloch and his wife.  On incorporation, the Company acquired from Fetlar Capital Limited certain inventory and fixed assets that had been purchased by Fetlar on the Company's behalf in return for the issue to Fetlar of 78,000 ordinary shares (as adjusted following the Company's 3-for-1 bonus issue) at a valuation of £15,000.  The inventory was valued at £10,000 and the balance predominantly comprised office fixtures and fittings, computers and other IT hardware and software.

 

29.          EVENTS AFTER THE REPORTING PERIOD

 

Subsequent to the year end, the Company's 100% subsidiary undertaking Voyager Life, LLC, incorporated in Colorado, USA, was dissolved.  Voyager Life, LLC was not trading at 31 March 2022 and had no assets or liabilities.

 

On 1 May 2022, the Company moved to new head office premises at Tay House, Friarton Road, Perth PH2 8DF.  The Company has entered into a new 18-month lease and has recorded a right of use lease asset and corresponding liability.

 

30.          CONTROL

 

In the opinion of the Directors there is no single ultimate controlling party.

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