Voyager Life PLC - Half-year Report

Date: 19 November 2021

Voyager Life plc

("Voyager" or the "Company") 

Unaudited Interim Results for the six months ended 30 September 2021

The unaudited interim results of Voyager Life plc ("Voyager" or the "Company") for the six months ended 30 September 2021 are presented below.

Highlights:

Operational:

·    32 formulated products and 90 total SKUs (stock keeping unit) available across the website and stores - Voyager products now sold from Cornwall to Shetland

·    Voyager products will be listed by CLF, a leading wholesaler UK of health and wellness products, in January 2022 as announced on 12 October 2021

·    Products now stocked on The Range online marketplace with an agreement in place to be stocked by Thompson and Morgan

·    Voyager's second store opened in Edinburgh with its third store opening in Dundee tomorrow

·    VoyagerCBD.com retail website relaunched

Financial:

·    Revenue from incorporation to 30 September 2021 of £65,000

·    Cash balance as at 30 September 2021 of £1,846,000 with no debt (cash balance of £1,738,000 as at 17 November 2021)

·    Monthly overheads of below £50,000 (as at 30 September 2021)

·    Inventory of £81,000 (at cost price)

This announcement contains inside information for the purposes of UK Market Abuse Regulation and has been arranged for release by Eric Boyle, Chairman.  The Directors of the Company accept responsibility for the content of this announcement.

Enquiries:

Voyager

Nick Tulloch +44 (0) 1738 505 130 and nick@voyagerlife.uk

Cairn Financial Advisers LLP (AQSE Corporate Adviser)

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

Chairman's Statement

It is a pleasure to report Voyager's first interim results.  It is just over one year since the Company was founded and in that short period we have grown to become  a respected CBD company with a network of shops stocking our products from Cornwall to Shetland.

We have been clear from the outset that we expect nothing less from ourselves than the highest standards of corporate governance and customer service and I am delighted to say that our rigorous approach is now showing results.  With much of the first half of this calendar year focused on developing our product range, recent months have seen a rapid increase in customers stocking Voyager products as well as the opening of our own stores.  Pleasingly, when presenting to new customers in person, our sales team more often than not secure a sales contract.  Our re-branding over the summer has been positively received and our products are consistently popular.

During the period we also completed our IPO on Aquis Stock Exchange Growth Market which followed on from a heavily oversubscribed crowdfunding on Seedrs.  Importantly the capital raised gave us the financial resources to expand our business and we still have well over two years' cash in the bank (irrespective of revenues), making Voyager, in our view, one of the more financially secure companies in our sector.

Voyager is in as strong a position at this stage and certainly as good as we could have hoped for when the Company was founded a year ago. Our achievements to date are testament to the entire team, all of whom have played a part in our journey to date.  With such a solid platform in place, 2022 holds a great deal of excitement for us and I look forward to reporting our progress during the year.

Our latest investor presentation is available to download at https://voyagerlife.uk/investors/.

Eric Boyle

Chairman

19 November 2021

Chief Executive Officer's Review

At the time of our IPO on AQSE in June 2021, we set out a plan to develop revenue from a multi-retail strategy through three primary sources:

·    Online sales

·    Sales through third party stores

·    Sales through our own stores

I am pleased to report that good progress was made on all business lines during the period.  Online sales, which accounted for almost all of our revenue in May 2021, was in third place by the end of the period following the successful establishment of our two other sales channels - distribution and own retail stores.  Today Voyager products are sold in stores throughout the United Kingdom from Cornwall to Shetland and we continue to explore further partnership opportunities.  Our first store opened in St Andrews, Scotland in July 2021 and this was followed by Edinburgh in October 2021 and Dundee, Scotland this month.

Since incorporation, the breakdown of our revenue across our three business lines has been well balanced with online sales accounting for 21%, our own stores (and sales at trade fairs) 37% and trade customers, as we would expect at this stage, leading with 42%.  However, noting that our St Andrews store opened only two months before the end of the period and no significant sales were made to trade customers before June 2021, we expect the proportion of sales made through stores to perform more strongly going forward.

Our pet products continue to attract considerable interest with our organic hemp seed oil for pets being our best-selling product by unit sales.  We further expanded this range in September 2021 to include a hemp shampoo and odour neutraliser and we expect our pet range to continue to be a significant part of our revenue mix next year.

Within our core range, our peppermint CBD oil has overtaken our gummies as our best-selling edible product and the introduction of our CBD skincare line in September has opened new sales and distribution opportunities as we hoped it would, following a very successful trade fair in Manchester in early October.  Our psoriasis and eczema cream is worthy of particular mention based on sales numbers to date.

We focus on the higher margin part of the industry, being formulations and branding, with all of our cultivation, extraction and manufacturing outsourced to others.  The majority of our products are supplied by four manufacturers all of whom have proved to be reliable on quality and availability.  We periodically explore alternative sources of supply but, at present, we do not expect to make any changes.  It is particularly significant that, through the strength of our relationships with our suppliers, we have been able to develop new products on low production volumes and so preserving our working capital.

This strategy of outsourcing enables us to keep capital expenditure and working capital very low with no requirement to invest in factory premises or machinery.  With the acreage of hemp growth increasing around the world and the continued investment by other businesses in extraction and manufacturing facilities, we expect wholesale pricing to remain under pressure and Voyager stands to be a beneficiary of this.

We continue to keep a tight rein on costs across all of our operations.  The head office is based in a serviced office in Perth, Scotland where we work from a 620 square foot office and utilise a nearby warehouse facility.  Rent on our three stores is more significant but we benefited from rent free periods in St Andrews and Dundee and our store in Edinburgh required only minimal fit out costs, already being in very good condition and suitable for our needs.  Until 31 March 2022, we benefit from a business rates holiday in Scotland for retail businesses.

Our primary focus since the early part of the summer has been on developing a network of stores that stock our products, including opening our first Voyager stores in St Andrews, Edinburgh and Dundee.  As previously announced, this programme of building relationships with trade customers began with individual health stores and pet stores but quickly moved onto larger country stores and regional chains.  More recently our strategy has seen a significant development with confirmation by CLF, one of the leading wholesalers in the UK of health and wellness products, that it will begin stocking Voyager products from January 2022.  This distribution success has recently been developed further with The Range, one of the UK's leading retailers, now stocking Voyager products on its online marketplace.  They will shortly be followed by Thompson and Morgan who have also agreed to stock Voyager's pet products on its online marketplace.  This may be a particularly interesting opportunity as the company has indicated to Voyager that its website receives around 30 million visits per annum and there are currently no other suppliers of pet products on its site.

As we have stated previously, our own store rollout has been supported by the development of an extensive product range of 32 formulated products and a total of 90 SKUs (stock keeping unit), along with a limited number of guest brands.  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.

Following the opening of our store in Dundee this weekend, Voyager will employ 19 people of which six 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 five members of the team are currently funded by grants. As we head into 2022, we plan to increase our sales team by one or two additional people but otherwise we are not forecasting any significant changes to headcount or cost.

Like other businesses in the UK and around the world, we have experienced challenges around the availability of employees.  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 been no more than an inconvenience with all of our operations fully staffed at present.

There is a similar story on logistics and supplies with several deliveries of raw materials taking longer than expected.  As with our comment on labour above, at present this has only been an inconvenience and we have factored into our plans longer lead times to ensure we remain fully stocked and able to supply our customers at all times.  With Christmas approaching, in line with other retailers, we have expanded our inventories to see us through the holiday period.  Our budgeting assumes that delivery and packaging costs will rise in 2022 but, as explained above, we anticipate this will be offset by falling wholesale prices of hemp.

During the summer we took the decision to purchase two Fiat Fiorino vans.  The first was delivered in September and the second at the beginning of this month.  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.  In the first two months of using one van, we estimate that we have saved over £1,000 compared with our previous policy of paying staff a mileage allowance to use their own vehicles.  If that rate of use continues (and in fact we expect it to rise in line with our expansion) then the pay back on each van would be less than two years.

We have accomplished a great deal in our first year of operations.  We have an extensive product range, a growing network of distribution contracts, three of our own stores, increasing brand recognition and a reinvigorated online strategy.  With these building blocks in place, the onus is on us to continue to build our revenue.  Based on our achievements so far, we are optimistic about the future.

Nick Tulloch

CEO

19 November 2021

Financial Review

Voyager is a UK health and wellness company supplying high-quality Cannabidiol (CBD), hemp seed oil and hemp-related products.

The Company was incorporated on 12 November 2020 and, on 30 June 2021, trading in its ordinary shares commenced on the Aquis Stock Exchange Growth Market.  The comparatives reflect the 20-week period since incorporation on 12 November 2020 to 31 March 2021.

The Company achieved sales in the six-month period to 30 September 2021 of £59,000 of which £22,000 arises from sales at our St Andrews store which opened on 31 July 2021.

Monthly overheads, which exclude all product manufacturing, marketing and delivery costs, were a little under £50,000 at the end of the period.  Following the opening of the new stores in Edinburgh and Dundee, monthly overheads are expected to rise by approximately £18,000.  The Company continues to benefit from the UK and Scottish government's employment assistance schemes with four members of staff currently supported by grants.

Since the period end, the Company opened a new store in Edinburgh and in late October and will open a store in Dundee on 20 November 2021.

As stated above, five Voyager employees are supported by government grants and the Company recognises these as other income (being £4,000 during the period).

The Company made a loss after tax for the period of £314,000 and losses to date of £334,000. These results include share option costs of £44,000.  The period under review saw the Company expand its headcount from three employees to 12, move into a larger head office, open its first store and prepare for the opening of two further stores.  Most significantly, and as explained above, considerable investment was made into expanding the product range and building a sales network.  Although the Directors expect marketing and sales costs to rise during 2022 in line with higher revenue, much of the sales platform (for example the purchase of the Company's first van and the build up of trade fair and marketing materials) is now already in place and paid for.

Voyager maintains a strong balance sheet with cash and inventory in excess of £1.9 million.  The Company has no debt and is financed entirely from the issue of share capital for cash.  The Company had cash reserves held in bank accounts totalling £1,846,000 at 30 September 2021.  Since the period end, Voyager has continued to expand, notably with new stores in Edinburgh and Dundee, and the Company has also increased inventories in preparation for Christmas trading. As at 17 November 2021, Voyager's cash balance was £1,738,000.

Cash balances reflect the pre-payment of rent in Dundee through to March 2022, St Andrews through to May 2022 and Edinburgh through to December 2022.

In spite of opening a large number of trade accounts in a short space of time, account management has been well organised and, to date, the Company has experienced no bad debts.

As a legacy of its founder investors subscription for shares, Voyager holds US$364,000 of cash which was received at a US$:£ exchange rate of 1.30.  The Company consequently recorded a foreign exchange loss of £16,000 in its financial period to 31 March 2021 and a gain of £6,000 in the period to September 2021, totalling a net exchange rate loss of £10,000 in the period since incorporation.  It should be noted that sterling has weakened further against the US dollar in recent weeks, the effect of which would be to continue to notionally reduce that foreign exchange loss. Voyager does not hedge its foreign exchange exposure and, whilst for the time being expansion into the US markets seems unlikely, the Directors keep under review an appropriate time to redeploy the Company's US$ holdings.  Given Voyager's extensive cash position, this is not currently a priority.

In accordance with IFRS 16, with regard to accounting for leases, finance lease liabilities of £66,000 have been recognised in respect of the lease of the St Andrews store at the period end.  Subsequently, the Company has entered into property leases for the new stores at Edinburgh and Dundee.

Outlook

With Voyager's existing product development plans largely finished for the time being, the Company's primary focus is now on revenue generation.

Objectives in the coming months include:

·    Targeted social media and advertising campaigns following the relaunch and upgrade of Voyager's website.  This includes the development of "landing pages" such as VoyagerPets.co.uk which was launched last week.

·    Continued development of the Company's network of trade partners.  Attendance at trade fairs and conferences will continue during 2022 with a focus on Voyager's target markets of health & wellness, beauty and pet care.  The Company will also explore a limited number of advertising and partnership opportunities to continue to build its brand recognition, the first of which is a partnership with Murrayshall golf club in Perth through a scheme that gives Voyager access to a network of around 450 other clubs.

·    Ongoing development of its own stores.  For the time being, Voyager will concentrate on developing the local markets around its St Andrews, Edinburgh and Dundee stores.  There are no current plans to add new stores to the portfolio but the Directors periodically examine other locations with the expectation that the next phase of this part of the Company's expansion will be in England.

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 sub-standard products and make unsubstantiated health claims.  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 continue to thrive.
 

Unaudited Consolidated Statement of Comprehensive Income

for the six months ended 30 September 2021

There was no other comprehensive income in the period.  All activities relate to continuing operations.

Unaudited Consolidated Statement of Financial Position

at 30 September 2021

Unaudited Consolidated Cash Flow Statement

for the six months ended 30 September 2021

Unaudited Consolidated Statement of Changes in Equity

for the six months ended 30 September 2021

The following describes the nature and purpose of each reserve within equity:

Notes to the Interim Results

for the six months ended 30 September 2021

1.    Basis of preparation

This announcement has been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the European Union ("adopted IFRS"), and with the Companies Act 2006 applicable to companies reporting under IFRS.

Going concern

The financial statements have been prepared on a going concern basis. In assessing whether the going concern assumption is appropriate, the Directors take into account all available information for the foreseeable future, in particular for the twelve months from the date of approval of the financial statements. This information includes management prepared cash flows forecasts, available sources of funding and considerations of the ongoing impact of COVID-19 on the business, its suppliers, its customers and how the global pandemic may impact product launches and sales.

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the financial statements.

2.    Profit/(loss) per share

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year, excluding ordinary shares purchased by the Company and held as treasury shares.

The number of ordinary shares of 1 pence each used in the calculation of earnings per share:

3.    Segmental information

Revenue

All revenue arises from the retail of products for the health and wellness market as follows:

4.    Share based payments

During the period to 30 September 2021, Voyager granted a total of 998,566 share options under its EMI share option plan (the "EMI Plan") to employees.  The share options are exercisable at 19 pence and are subject to the same conditions as described in Voyager's admission to AQSE document dated 28 June 2021 (the "Admission Document").  The conditions include the 2-year vesting period and the 30-day volume-weighted price of the Company's shares being 70 pence or more per share.  

Subsequent to the period end, on 11 October 2021, Voyager granted a further 70,800 share options under the "EMI Plan" to employees who joined the Company in the past three months.  The share options are exercisable at 22 pence and are otherwise subject to the same conditions.

The total number of awards made under the EMI Plan are currently 1,069,366 representing 11.56% of the Company's issued share capital.

The results for the period include a share option cost, relating to the EMI plan of £46,000 (31 Mar 2021: £nil).  The share option cost has been calculated under IFRS 2: Share based payments.

5.    Share capital and other reserves

As at 30 September 2021, the Company had in issue 9,252,920 ordinary shares of £0.01 each (31 March 2021: 948,055).  The Company issued 8,304,865 new ordinary shares during the period as follows:

·      On 4 April 2021, the Company issued 2,844,165 new ordinary shares to existing shareholders pursuant to a 3 for 1 bonus issue.

·      On 4 April 2021 and 8 April 2021, a total of 2,821,044 new ordinary shares were issued pursuant to the Company's crowdfunding raising £874,523.

·      On 23 April 2021, 1,950,000 new ordinary shares were issued pursuant to the Company's private funding raising £741,000.

·      On 30 June 2021, the Company issued 689,656 new ordinary shares pursuant to the Company's IPO raising £400,000.

Other reserve movements in the period include:

·      On 3 April 2021, a resolution was passed approving a reduction of capital whereby £38,440 of the Share Premium Reserve of the Company was capitalised to enable a 3 for 1 bonus issue.

·      On 18 May 2021, the Company passed a special resolution for the Share Premium Reserve to be reduced by £750,000 and applied to the Company's retained earnings.

6.    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. 

7.      Other information

The financial information in this report does not constitute statutory accounts within the meaning of section 434 of the Companies Act 2006.

The interim results for the six months ended 30 September 2021 are unaudited. The interim financial statements have been prepared using accounting policies consistent with International Financial Reporting Standards (IFRS) and International Financial Reporting Interpretations Committee (IFRIC) interpretations as endorsed by the European Union. The same accounting policies, presentation and methods of computation have been followed in the preparation of these results as were applied in the Company's audited financial statements dated 31 March 2021, as presented for the purpose of the Admission Document.  

The Company will prepare its first audited Annual Report and Financial Statements for the period from incorporation to 31 March 2022.