TIDMVOY
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 GBP178,000
-- Cash of GBP1.43 million as at 31 March 2022 (cash of GBP1.17 million as at 12 August 2022)
-- Total assets of GBP2.3 million and net assets of GBP1.6 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.
S
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
GBP874,000 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
GBP9,000, 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 GBP2.3 million at 31 March 2022 and,
importantly, as at 12 August 2022 our cash balances are GBP1.17
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
GBP7,000 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 GBP500,000
* 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 GBP874,000 in less than a week
March 2021
* Headcount doubles
April 2021
* Voyager moves to a larger office
* Private placement of GBP741,000 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 GBP400,000
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 GBP2,126 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
GBP5,000 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
GBP'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 9 (16)
IPO associated costs (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
GBP'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 Retained earnings Total equity
Payments Reserve
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at - - - - -
incorporation
Loss for the period - - - (801) (801)
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 GBP0.01 per ordinary share
Share premium Amount subscribed for share capital in excess
of nominal value, net of share issue costs
Share based Amounts recognised for share-based payment
payments reserve transactions including share options granted
to employees and other parties
Retained earnings Cumulative net gains and losses recognised
/ (loss) in the consolidated statement of comprehensive
income
CONSOLIDATED AND COMPANY CASHFLOW STATEMENT
Notes 2022
Cash flow from operating activities GBP'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 GBP801,000.
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 Registered Nature of % voting
of incorporation address business rights and
shares held
Voyager Life US 402 Orofino Non-trading 100% of common
LLC Dr, Castle stock
Rock, Colorado
CO 80108
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 GBP2.5
million, before costs, from the issue of shares. The Company made a
loss for the period of GBP801,000 before taxation and foreign
exchange adjustments. Nonetheless, the Company held bank balances
of GBP1.425 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 1 April 2021
(Amendment to IFRS16)
Amendments to IFRS 9, IAS 39 and IFRS 1 January 2021
17 - Interest Rate Benchmark Reform
(Phase 2)
Amendments to IFRS 3:Business Combinations 1 January 2022
-Reference to the Conceptual Framework
Amendments to IAS 16: Property, Plant 1 January 2022
and Equipment
Amendments to IAS 37: Provisions, Contingent 1 January 2022
Liabilities and Contingent Assets
Annual Improvements to IFRS Standards 1 January 2022
2018-2020 Cycle
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 TBC
of liabilities as current or non-current
Amendments to IAS 1 and IFRS Practice TBC
Statement 2 - Disclosure of accounting
policies
Amendments to IAS 8 - Definition of TBC
accounting estimate
Amendments to IFRS 10 and IAS 28 - Postponed
Sale or contribution of assets between
an investor and its associate or joint
venture
Amendments to IAS 12: Income Taxes TBC
-Deferred Tax related to Assets and
Liabilities arising from a Single Transaction
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
GBP'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
GBP'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
GBP'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
GBP'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
GBP'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 2022
remuneration TOTAL
GBP'000 GBP'000 GBP'000 GBP'000 GBP'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 GBP45,000 pa.
** Nick Tulloch was appointed as Chief Executive Officer of the
Company pursuant to a service agreement dated 28 June 2021. With
effect from Admission to AQSE on 1 July 2021, the basic salary
payable to Mr Tulloch is GBP90,000 per annum and in addition a
discretionary bonus in relation to each financial year which may be
payable in cash and/or shares. The Company is also required to make
a contribution equal to 10 per cent of Mr Tulloch's annual salary
into his personal pension and provide private medical insurance for
him and his family.
*** The Non-Executive Directors were both appointed on 8 June
2021, each with a salary of GBP30,000 per annum.
Key management
The Directors consider that key management personnel are the
Directors of Voyager Life plc.
9. NET FINANCE EXPENSES 2022
GBP'000
Net finance expenses comprise:
Finance charge on lease liabilities
for assets-in-use 16
-------------------
TAXATION
10. Recognised in the income statement 2022
GBP'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 GBP107,000.
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 GBP566,000.
11. LOSS PER SHARE
The calculation of the loss per share is based on the loss for
the financial period after taxation of GBP801,000 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 (GBP'000) 801
(Loss)/earnings per share 9.0
12. INTANGIBLE ASSETS
Group and Company
Identifiable
assets
acquired
GBP'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, Motor Total
fittings vehicles
and equipment
GBP'000 GBP'000 GBP'000
Cost
At incorporation - - -
Additions 45 22 67
At 31 March 2022 45 22 67
-------------------------- --------------------- -------------------
Depreciation
At incorporation - - -
Charge for the period (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
GBP'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
GBP'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
GBP'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 GBP'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
GBP'000
Finished products and consumables 145
-------------------
The provision held at 31 March 2022 for slow moving stock is
GBPnil. There are no material differences between the balance sheet
value of inventory and their replacement cost.
17. TRADE & OTHER RECEIVABLES
Group and Company 2022
GBP'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 GBP1,000.
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
GBP'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
GBP'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
GBP'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
GBP'000
Allotted called up
and fully paid:
9,252,920 ordinary
GBP0.01 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
GBP'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
GBP1 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 GBP750,000. 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 Exercisable Number Exercise
from until Outstanding price
(p)
Warrants
30 June 2021 Any time until 30 June 2024 34,474 38
30 June 2021 Any time until 30 June 2024 102,394 58
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 Award At 31 March Exercise Earliest Latest
of award in the 2022 price date of date of
period (pence) exercise exercise
28 June 28 June 28 June
E Boyle 2021 308,430 308,430 19 2023 2031
28 June 28 June 28 June
N Tulloch 2021 616,861 616,861 19 2023 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
GBP'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
GBP'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 GBP67,000 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 GBP16,000 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
GBP1,000 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
GBP'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
GBP'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
GBP'000
Trade and other receivables
- gross 6
Provisions (1)
-------------------
5
-------------------
Trade receivables are due within 3 months. A provision for
expected losses of GBP1,000 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
GBP'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 GBP15,000. The inventory was valued at GBP10,000 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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