Venture Life Group PLC Final Results

Data : 18/04/2019 @ 08:00
Fonte : UK Regulatory (RNS & others)
Titolo : Venture Life Group Plc (VLG)
Quotazione : 35.5  -1.0 (-2.74%) @ 10:54
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Venture Life Group PLC Final Results

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Venture Life Group PLC

18 April 2019

18(th) April 2019

VENTURE LIFE GROUP PLC

("Venture Life" or the "Group")

Final Results

Record year of growth and profitability

Venture Life (AIM: VLG), a leader in developing, manufacturing and commercialising products for the international self-care market, announces its audited results for the year ended 31 December 2018.

Financial Highlights

   --     Revenues up 17% to GBP18.8 million (2017: GBP16.1 million) 
   --     Brands segment increased revenues by 50% to GBP6.6 million (2017: GBP4.5 million) 
   --     Gross profit increased 12% to GBP7.3 million (2017: GBP6.5 million) 
   --     Gross margin 39% (2017: 40%) 
   --     Adjusted EBITDA increased by 42% to GBP2.7* million (2017: GBP1.9 million) 
   --     Profit after tax of GBP0.4 million* (2017: loss after tax GBP0.4 million) 
   --     Adjusted earnings per share of 2.06 pence** (2017: 0.66 pence) 
   --     Year-end cash balance of GBP9.6 million (2017: GBP1.4 million) 
   --     Year-end net cash position of GBP5.8 million (2017: Net debt of GBP6.3 million) 

* Before exceptional items

** Adjusted for share based payments, amortisation and exceptional items

Commercial Highlights

   --     Strong underlying organic growth driven by new product launches and partnership agreements 

-- Oversubscribed Placing in July 2018, raising GBP18.75 million, before expenses, at 40p per share

-- Acquisition of Dentyl oral care brand for GBP4.2 million, in line with strategy of leveraging Group operating capacity to generate enhanced revenue and profitability

   --     Signed 16 international agreements with the addition of 11 new partners 
   --     Growing international footprint with 5 new product launches 

-- Manufacturing capacity now increased through plant reorganisation, 2018 production represents only 58% of this increased capacity

Jerry Randall, CEO of Venture Life, commented: "I am delighted to report on a transformational year for Venture Life, in which we achieved double digit growth in both revenues and profits, as well as completing our largest equity raise to date. The equity raise in July last year allowed us to acquire the Dentyl brand, in line with our acquisition strategy, and moved us from a net debt to a net cash positon, providing additional cash for further brand acquisitions.

"Our core focus remains on expanding the business organically and acquisitively. Despite the challenging general market conditions, the Board is confident of achieving another year of substantial growth in 2019 and looks forward to updating the market in due course."

For further information, please contact:

 
 Venture Life Group PLC                                  +44 (0) 1344 578004 
 Jerry Randall, Chief Executive Officer 
 
                                                           +44 (0) 20 7397 
   Cenkos Securities Ltd (Nomad and Broker)                8900 
 Mark Connelly / Stephen Keys / Cameron MacRitchie 
  (Corporate Finance) 
 Russell Kerr / Michael Johnson (Sales) 
 
 Alma PR                                                    venturelife@almapr.co.uk or + 44 (0) 
                                                             203 405 0208 
 Helena Bogle / Rebecca Sanders-Hewett 
  / Hilary Buchanan / Jessica 
  Joynson 
 
 

About Venture Life (www.venture-life.com)

Venture Life is an international consumer self-care company focused on developing, manufacturing and commercialising products for the global self-care market. With operations in both the UK and Italy, the Group's product portfolio includes some key products such as the UltraDEX and Dentyl oral care product ranges, food supplements for maintaining brain function, medical devices for women's intimate healthcare and proctology and dermo-cosmetics for addressing the signs of ageing.

The products, which are typically recommended by pharmacists or healthcare practitioners, are available primarily through pharmacies and grocery multiples. In the UK these are supplied direct by the company, outside of the UK they are supplied by the Group's international distribution partners.

Through its Development & Manufacturing business in Italy, Biokosmes, the Group also provides development and manufacturing services to companies in the medical devices and cosmetic sectors.

Chair's Statement

During the year, we have delivered on a number of strategic priorities in line with our clear strategy of leveraging our significant operating capacity to grow revenues and profitability.

The Group delivered a record financial performance, with revenues of GBP18.8 million, an increase of 17% over 2017, and our first profit after tax of GBP0.4 million (before exceptional items). This marks a significant milestone in the journey of the business towards sustainable profitability and cash generation, achieved against the backdrop of a challenging consumer environment in the UK. The truly international nature of our business gives the Group robustness against local market dynamics and this has again been demonstrated with our 2018 results.

In July 2018, we undertook the largest equity raise in the Group's history, raising GBP18.75 million, before expenses, via a significantly oversubscribed Placing. The funds were used to make an exciting new brand acquisition, repay a significant proportion of the debt on our balance sheet and provide additional cash for further add-on brand acquisitions in 2019 and beyond. We would like to welcome the 18 new institutional investors onto our shareholder register and thank them, together with our existing shareholders, for their support.

As well as continuing to deliver underlying organic growth, the Group successfully executed against its acquisitive growth strategy, with the acquisition of the Dentyl brand for GBP4.2 million in August 2018. This is in line with our strategy of identifying unloved brands that we can rapidly integrate into the Venture Life business platform to generate growth in revenue and profitability. Dentyl, a unique dual-action mouthwash for removing plaque, has been sold in the UK market for over 22 years and is familiar to many UK consumers. With limited exposure to international markets to date, this brand is well suited for global expansion, which will allow us to maximise its value.

During the year, we repaid GBP3.7 million of convertible debt in our balance sheet and we settled GBP0.4 million of deferred consideration associated with the UltraDEX acquisition that completed in 2016. These instruments had a combined annual interest cost of GBP0.28 million, which is now removed from our profit and loss account.

The remainder of the net proceeds of the equity raise added GBP9.2 million of cash to our balance sheet. This has put us in a strong net cash position of GBP5.8 million (excluding finance leases) at the year end. As a result, the Group has the flexibility and resources needed to pursue its acquisitive growth strategy and the Board continues to assess acquisition opportunities.

The Group's objective is to continue to grow revenues both organically and through acquisition, utilising the Group's significant operating leverage to increase profit. The next two to three years are likely to present opportunities for the fleet-of-foot acquisitive businesses that possess the operating structures capable of absorbing and leveraging brand assets. Larger companies are often rationalising their brand portfolios to focus on bigger assets and this may release suitable assets for sale to companies such as ours. Venture Life is well placed to use its operational capabilities to integrate new brands into our business and now with a deeper, wider shareholder base supportive of our acquisitive growth strategy, we believe we have a strong proposition on offer to take advantage of these opportunities.

During the year one of our non-executive directors, John Sylvester, left the Board. We would like to thank John for his support and wise counsel to us all during his time with us since the Group's IPO in March 2014.

We were delighted to welcome Carl Dempsey to the Board in September 2018. Until recently, Carl was Worldwide Vice President Global Customer Management at Johnson & Johnson responsible for global sales of US$3.6 billion across 22 countries. This was the culmination of a 29-year career with Johnson & Johnson, which also included leading the successful integration of Pfizer Consumer Healthcare, including the Listerine brand. Carl has already made a strong positive contribution to our Board and his experience and expertise will be invaluable to us as we continue to grow.

Following the departure of Adrian Crockett earlier this year, we are pleased to confirm that we have identified a suitable replacement and expect to announce the appointment of a new Chief Financial Officer in the near future.

We expect 2019 to be another year of growth and development for the Group. I would like to thank our incredible staff in both the UK and Italy for their consistent hard work, determination and ambition, which has resulted in these record results.

Dr Lynn Drummond

Non-Executive Chair

18(th) April 2019

Chief Executive's Statement

Introduction

The Group's performance in 2018 has been a testament to the hard work, expertise, enthusiasm and commitment of the whole team at Venture Life. Despite volatile market conditions, we have delivered another year of double-digit growth in both revenues and profits, driven by our organic and acquisitive growth strategy. We achieved our maiden profit after tax of GBP0.4 million before exceptional items (2017: loss after tax GBP0.4 million). This is a key milestone for the Group against our core focus of building a sustainably profitable, cash-generative business.

Underneath the headline revenue growth of 17%, the Group delivered organic growth from its existing portfolio of 8%, with 9% added through the acquisition of the Dentyl brand. We expect that the Dentyl brand will provide additional revenue and cash flow from both the UK and its two overseas markets, China and South Africa.

We achieved a gross margin percentage for the year of 39% (2017: 40%). In the second half, our gross margin percentage rose to 41%, from 36% in the first half, as the higher revenues and throughput at our factory demonstrated the impact of our operating leverage as we grow revenues. First-half gross margin, which was impacted by larger than expected Lubatti orders from our distribution partner in China, was at the lower end of our expectations.

The organic growth of the business was accomplished through our existing customers developing their in-market sales, utilising our expertise in new product development and manufacturing to enhance both their sales and our revenues. It was also attained by expanding those customer relationships through the addition of new territories and products from within our portfolio. Our international teams across the business have been very active in this development during 2018, with 16 new distribution agreements completed.

Growth strategy

Our growth strategy is based on a continuing combination of organic and acquisitive growth. We are seeking to increase our revenues through our existing operating structure, delivering higher rates of marginal profit and cash flow to our business.

Organic revenue growth is delivered through growing the revenues of our existing portfolio of products. Outside of the UK, this involves deepening and broadening relationships with existing international partners in existing markets and then looking to appoint new partners in new markets. In the UK we have direct relationships with key pharmacy chains and grocery multiples, where we develop joint business plans on an annual basis. This involves a partnership from both sides, to expand the presence of our brands, including marketing strategies and innovation through new product development.

Our acquisitive growth strategy is principally focused on acquiring unloved, profitable, cash-generative brands that we can integrate into our operating structure effectively and efficiently. We then seek to grow those brand revenues through rapid geographical expansion and new product development, while also improving profitability by utilising our own operating capabilities.

Our acquisition strategy, as demonstrated by the acquisition of the Dentyl business, should result in earnings enhancement and increased cash generation for the Group going forward.

We expect that further bolt-on brand acquisitions, of similar size to UltraDEX and Dentyl, would be financed utilising existing cash resources, supplemented as appropriate with modest debt finance. We have a number of such opportunities under review and hope to update shareholders about these during 2019.

Operating review

Venture Life brands

UltraDEX

Revenues for the year for UltraDEX, our fresh breath oral care brand, were GBP3.3 million across all markets, compared to GBP3.4 million in 2017. Revenue from the UK and Ireland was GBP2.7 million (2017: GBP2.8 million), down slightly against the prior year. 2017 saw the first deliveries of UltraDEX in many of the new international territories. As is common with all our products, first orders are generally larger than the subsequent follow-on orders as they contain an element of channel stocking as well as expected sell-out. Subsequent orders are to only cover sell-out. Consequently, it is not uncommon to see lower repeat revenues in the second year of a new international market.

As reported at the half year, UltraDEX faced some headwinds in the UK market - --our biggest customer went through a process of destocking throughout the first half of 2018 due to the closure of a warehouse. Competitor activity intensified impacting the category average retail price. Despite the substantial decrease in retail price and increase in consumer marketing from our main competitor, UltraDEX remained relatively unaffected by this, which is an indication of the underlying strength of the brand. We will continue to monitor this.

Internationally, we have seen the continued progress of the UltraDEX brand, which was partnered in 20 countries as at the end of 2018, including the UK and Ireland (2017: 12 countries). Most recently, we have seen the product partnered in China, Macau, Taiwan and Hong Kong with the partner we inherited through the Dentyl acquisition, who has marketed Dentyl in China for the last 18 months. They will launch the product in H1 2019 and will be presenting both Dentyl and UltraDEX at Asia's largest beauty trade show, China Beauty Expo, in May 2019. Furthermore, we have seen new agreements in Austria, France, Spain, Portugal, Belgium (the latter two in mass market only), Malta, Ireland, UAE and Iraq.

Dentyl

Dentyl is a unique dual action mouthwash for the effective removal of plaque within the oral cavity. The product has been on the market for over 22 years and is well recognised in the UK.

The Dentyl brand was acquired in August 2018. In addition to the mouthwash range, we also acquired the UK and Ireland's rights to a novel fresh breath mint (Dentyl BB Mints), which had been launched by the vendor in a number of Tesco stores from May 2018.

Dentyl contributed GBP1.6 million of revenue to the Group for the approximate five months from the date of acquisition to the year end. Of this, GBP0.8 million was sold in the UK. Internationally, there were only two active partners at the time of the brand's acquisition, one in South Africa and one in China. Of the international reported revenues of GBP0.8 million in 2018 for the Group, less than 5% came from the South African partner. Revenues for the brand for the full year of 2018, on a proforma basis, were GBP3.9 million, a 34% increase against 2017.

Prior to the acquisition of the Dentyl brand, there had been almost no marketing or advertising in the UK for the previous four years and, as a result, sales had fallen consistently over a number of years. We acquired the brand for GBP4.2 million which represented a multiple of 1.5 times 2017 revenue and 3.5 times 2017 profit before tax.

In the early months of ownership, there were some losses of smaller listings in the UK, the risk of which had been identified through our due diligence process. However, since acquisition, our team has obtained new listings in the UK for Dentyl mouthwash, including in Lloyds Pharmacy, Amazon and Ocado and new listings for the Dentyl BB Mints in Morrisons, WH Smith Travel, Amazon and Ocado.

Internationally, our business development team has begun to work with the brand and has already signed new long-term distribution partners in Ireland and Malta and, post period end, in Finland. There is good interest globally, with discussions ongoing with a number of potential distribution partners across different countries and we would expect to announce further progress as we move through 2019.

We continue to invest in product development, as well as formulating the existing range at our facility in Italy to ensure we maximise the profit opportunity for Dentyl.

Lubatti

Revenues for the Lubatti brand through our Chinese partner grew in 2018 to GBP0.8 million (2017: GBP0.5 million); a proportion of this was building stock to meet new promotional plans. Our China distribution partner ran a number of promotions through the year to generate growth in the brand and bring more customers into the brand. In November 2018, the brand reached its highest monthly sell-out to date in China of RMB 3.6 million (approximately GBP0.4 million). The Chinese market still presents some logistical challenges, which means the product has a longer than normal lead time for the distribution partner. We continue to work with them in order to to reduce this lead time.

Other brands

Revenues from our other Group brands continue to grow and totalled GBP0.9 million for the year (2017: GBP0.5 million). In 2018, we achieved the following new distributon partnership agreements across our global network: for Procto-eze Plus (medical device class IIa for haemorrhoids), we have new partners in Austria, Romania and Poland and for NeuroAge (food supplement for brain function in healthy brains), we have partnered with a new company in Greece. However, as is evident, our main focus was on partnering UltraDEX and Dentyl throughout 2018.

In total, 16 new distribution agreements were signed in 2018 and we gained 11 new distribution partners. During the year we saw five new product launches in the international markets by our existing distribution partners, which included Procto-eze in Austria and Romania, as well as UltraDEX in France and Italy.

Customer brands

Our Customer Brands business is where we develop and manufacture products for third parties, with a focus on those products where we have a specialism and can add value to the process. Revenues for our Customer Brands business, through Biokosmes Srl in Italy, were GBP12.1 million (excluding intercompany revenues), an increase of 5% over 2017. This growth has come from a number of customers who are expanding sales in their own markets.

In particular, this year we have seen strong progress from one of our key customers, Alliance Pharma plc ("Alliance"), with 2018 revenues ahead of 2017. As previously announced, Alliance agreed to extend its manufacturing contract with us. The current agreement expired in 2019, with a run-off period of three years thereafter. This has now been extended to 2026, with a three-year run-off period at the end if not further extended. This extension has secured these growing revenues for a further seven years over the previous arrangements. In addition, as also previously announced, Alliance has agreed to transfer the manufacture of its Atopiclair products to us, which will add another valuable revenue stream and production to our business in 2019.

Another of our key partners, Menarini Group, launched its Relife range of products in Italy in 2018, which includes 21 products developed and manufactured for them at our Biokosmes facility. This launch has gone well and contributed to the revenue growth in 2018. We are expecting these products to be launched by our partner into additional markets in 2019 and beyond.

We are undertaking this process with a number of other customers, generating meaningful future revenue streams for this part of our business. Also during 2018 we have undertaken a significant amount of work for customers to adapt and modify products for the changes to the medical device regulations in Europe that become effective in May 2020. This work will also continue through 2019 but we expect will deliver significant revenues to our business in the future.

Work continues on the clinical studies for NeuroAge and Myco Clear, which are expected to conclude in late 2019 or early in 2020. Both products are registered and selling in some markets, but we have undertaken further studies to support and enhance the marketing of these products.

Summary

We are very pleased with the continued development of the Group in 2018. As well as achieving our maiden profit after tax, the equity raise in July 2018 was another major milestone for the business, which brought three key benefits: the Dentyl acquisition, reduced debt levels and a significantly strengthened balance sheet which can be utilised for further bolt-on acquisitions.

Through the combined strategy of both organic and acquisitive profitable growth, we aim to significantly increase Group revenue, profits and cash generation over the coming years. The current market environment is challenging for businesses generally, but we believe we have a solid and diverse business, with many strengths and opportunities. We continue to seek, assess and review suitable acquisition opportunities and, subject to meeting our strict criteria, we hope to bring you news of more acquisitions in due course.

We have undertaken Brexit planning, in order to mitigate against associated risks and remain well prepared and alert to possible disruptions as a result of a no deal Brexit. Some of the products we sell into the UK are manufactured at our plant in Italy and we have ensured there is additional stock in the UK in case there are congestion issues with products moving into the UK. We have also liaised with our UK manufacturers to make sure they are able to continue supply in the short term.

Beyond these short-term measures, the Group is well placed with backup suppliers in the UK if importing our products becomes prohibitively expensive. In the longer term, with the major part of the Group's operations based in Italy and distributing to multiple countries, we believe that the operational impact of Brexit will be limited. Fluctuations in the value of sterling will continue to affect how the Group's euro denominated revenues and costs are reported in the UK; however, as the Group has natural hedging, the impact on the profitability of these currency fluctuations is not expected to be significant.

We would like to thank all of our shareholders for their important and valued support in 2018, and we look forward to the future growth of our business with confidence.

Jerry Randall

Chief Executive Officer

18(th) April 2019

Financial Review

2018 delivered on the dual strategy of organic and acquired growth. Revenues for the year of GBP18.8 million were up 17% from 2017. The Group delivered again on its profitability progression, by driving greater revenues through its structure; after achieving a first adjusted EBITDA profit in 2016, and a first profit before tax in 2017, the Group has now achieved its first profit after tax of GBP0.4 million in 2018 (before exceptional items).

Statement of Comprehensive Income

The Group reported 2018 revenues of GBP18.8 million, an increase of 17% over the GBP16.1 million reported in 2017. IFRS 15 and 16 were early adopted in the prior year. The increase includes the first five months of the Dentyl brand. The Brands segment, which includes the Dentyl brand, increased revenues by 50% to GBP6.6 million (2017: GBP4.5 million). Of the total Brands revenue in 2018, GBP2.7 million was generated by UltraDEX brand sales with UK and Ireland retailers and revenues from international UltraDEX partners in countries including France, Italy, as well as countries in Scandinavia, added a further GBP0.6 million. Our Development and Manufacturing business, where we develop and manufacture products on behalf of third parties to be sold under their brands, reported revenues (excluding intercompany sales) of GBP12.1 million, an increase of 5% over 2017.

The euro continued to strengthen against the pound in 2018 - the average exchange rate during 2018 was EUR:GBP 1.13 compared to EUR:GBP 1.15 during 2017. This has very slightly increased reported revenue and administrative costs where large elements of these are in euros. The overall impact of the changes in foreign currency rates had a limited effect on the reported profit after tax of the Group. The change in foreign exchange in the year gave a slightly higher revenue offset by slightly higher costs, and a foreign exchange charge resulting from the revaluation of the Group's euro denominated loans.

The gross margin for 2018 was 39% (2017: 40%). Gross margin in the second half was 41%, which resulted from higher revenues and factory throughput, demonstrating the effect of our operating leverage. We reported a gross margin of 36% in the first half, which was affected by significant lower margin sales from our Lubatti partner in China and lower overall sales than in H2. We also increased the operating capacity of the plant in H1 2018, which has slightly increased our cost base but which should deliver the benefits of increased capacity in the future.

Administrative costs (pre-exceptional items) remained relatively stable in 2018 at GBP6.2 million (2017: GBP6.0 million). This reflects the continued focus on cost control against a backdrop of increasing revenues. Exceptional costs of GBP172,000 (2017: GBPNil) relate to legal and professional fees incurred in the acquisition of the Dentyl business.

Operating profit was GBP1.2 million (2017: GBP0.6 million) (before exceptional items) with the profit before tax for the Group of GBP0.9 million (before exceptional items) (2017: GBP0.1 million). The Group reported its maiden profit after tax of GBP0.4 million (before exceptional items) (2017: loss of GBP0.4 million).

These translated into basic earnings per share of 0.42 pence (2017: loss per share of 1.00 pence), with the improvement in business performance generating enhanced shareholder value. Adjusted earnings per share (adjusted for exceptional items, share-based payments and amortisation of intangible assets) were 2.06 pence (2017: adjusted earnings per share 0.66 pence). The number of shares in issue as at 31 December 2018 was 83,712,106 (31 December 2017: 36,837,106).

Statement of Financial Position

Intangible assets increased significantly due to the acquisition of the Dentyl brand for GBP4.2 million, further capitalisation of development costs of GBP0.5 million and continuing investment in patents and trademarks of GBP0.2 million. Capitalised development costs are carried in the amount of GBP1.5 million and reflect the recent peak in workflow assisting our customers with formulation upgrades and changes pursuant to the forthcoming change in Medical Device regulations arising in 2020. Whilst consuming cash, this investment continues to be value-enhancing through strengthening relationships with our customer base.

Property, plant and equipment increased as a result of investment of GBP0.3 million in new equipment in the Customer Brands business. The net working capital balance at 31 December 2018 increased from the prior year end due to the increased activity in 2018 as well as the addition of the Dentyl brand business. Total fixed assets of GBP25.1 million as at 31 December 2018 were GBP3.9 million higher than as at 31 December 2017, largely as a result of the acquisition of the Dentyl business.

Cash and debt

Cash and cash equivalents at the year end totalled GBP9.6 million (2017: GBP1.4 million) and were GBP8.1 million higher than as at 30 June 2018. Net cash inflow during 2018 amounted to GBP8.2 million with the increase in cash balances accounted for as follows:

   --      Operating cash flow before movements in working capital - inflow of GBP2.4 million 
   --      Tax paid - outflow of GBP(0.6) million 

-- Net movement in working capital, including build of working capital for the Dentyl business - outflow of

GBP(1.6) million

   --      Investment in manufacturing facility - outflow of GBP(0.3) million 
   --      Investment in intangible development assets - outflow of GBP(0.7) million 
   --     Acquisition of Dentyl - outflow of GBP(4.2) million 
   --      Net movement in interest-bearing borrowings - outflow of GBP(4.4) million 
   --     Net proceeds from equity raise - inflow of GBP17.7 million 

Net debt, excluding finance lease obligations, reduced from GBP6.3 million as at 31 December 2017 to a net cash position of GBP5.8 million as at 31 December 2018.

The Group is financed by a range of largely euro denominated interest-bearing debt of varying maturities, comprising of invoice financing and unsecured bank loans. As highlighted earlier and given our net cash position at the year end, we are comfortable with the level of debt in the business, which is being used to finance growth and investment. The Directors have prepared detailed forecasts looking beyond 12 months from the date of these financial statements and expect the Group to continue to operate profitably in the foreseeable future.

Giuseppe Gioffre

Group Financial Controller

18(th) April 2019

Consolidated Statement of Comprehensive Income

for the year ended 31 December 2018

Company number 05651130

 
                                                               Year ended   Year ended 
                                                               31 December  31 December 
                                                               2018         2017 
                                                        Notes  GBP'000      GBP'000 
------------------------------------------------------  -----  -----------  ----------- 
Revenue                                                 2      18,770       16,052 
Cost of sales                                                  (11,482)     (9,581) 
------------------------------------------------------  -----  -----------  ----------- 
Gross profit                                                   7,288        6,471 
Administrative expenses 
Operating expenses                                             (5,534)      (5,431) 
Amortisation of intangible assets                              (625)        (521) 
------------------------------------------------------  -----  -----------  ----------- 
Total administrative expenses                                  (6,159)      (5,952) 
Other income                                                   94           62 
------------------------------------------------------  -----  -----------  ----------- 
Operating profit before exceptional items                      1,223        581 
Exceptional costs                                       3      (172)        - 
------------------------------------------------------  -----  -----------  ----------- 
Operating profit                                               1,051        581 
Finance income                                                 -            - 
Finance costs                                                  (341)        (518) 
------------------------------------------------------  -----  -----------  ----------- 
Profit before tax                                              710          63 
Tax                                                     4      (474)        (430) 
------------------------------------------------------  -----  -----------  ----------- 
Profit/(loss) for the year                                     236          (367) 
Other comprehensive income which will not 
 be subsequently reclassified to the income 
 statement 
Other comprehensive income which will be subsequently 
 reclassified to the income statement                          18           121 
------------------------------------------------------  -----  -----------  ----------- 
Total comprehensive profit / (loss) for the 
 year attributable to equity holders of the 
 parent                                                        254          (246) 
------------------------------------------------------  -----  -----------  ----------- 
 

All of the profit and the total comprehensive income for the year is attributable to equity holders of the parent.

 
                                             Year ended   Year ended 
                                             31 December  31 December 
                                             2018         2017 
------------------------------------------   -----------  ----------- 
Profit/(loss) per share 
Basic profit / (loss) per share (pence)     50.42         (1.00) 
Diluted profit / (loss) per share (pence)   50.38         (1.00) 
------------------------------------------   -----------  ----------- 
Adjusted profit per share (pence)           52.06         0.66 
Adjusted diluted profit per share (pence)   51.83         0.66 
------------------------------------------   -----------  ----------- 
 

Consolidated Statement of Financial Position

at 31 December 2018

Company number 05651130

 
                                                    At 31 December  At 31 December 
                                                    2018            2017 
                                              Note  GBP'000         GBP'000 
--------------------------------------------  ----  --------------  -------------- 
Assets 
Non-current assets 
Intangible assets                             7     20,542          16,175 
Property, plant and equipment                       4,591           5,069 
--------------------------------------------  ----  --------------  -------------- 
                                                    25,133          21,244 
--------------------------------------------  ----  --------------  -------------- 
Current assets 
Inventories                                         3,869           3,563 
Trade and other receivables                         7,020           5,141 
Cash and cash equivalents                           9,623           1,361 
--------------------------------------------  ----  --------------  -------------- 
                                                    20,512          10,065 
--------------------------------------------  ----  --------------  -------------- 
Total assets                                        45,645          31,309 
--------------------------------------------  ----  --------------  -------------- 
Equity and liabilities 
Capital and reserves 
Share capital                                 8     251             111 
Share premium account                         8     30,824          13,289 
Merger reserve                                8     7,656           7,656 
Convertible bond reserve                            -               109 
Foreign currency translation reserve                252             234 
Share-based payments reserve                        609             497 
Retained earnings                                   (7,512)         (7,711) 
--------------------------------------------  ----  --------------  -------------- 
Total equity attributable to equity holders 
 of the parent                                      32,080          14,185 
--------------------------------------------  ----  --------------  -------------- 
Liabilities 
Current liabilities 
Trade and other payables                            4,868           4,404 
Taxation                                            -               29 
Interest-bearing borrowings                   9     1,911           1,509 
Convertible bond                                    -               171 
Vendor loan notes                                   -               71 
--------------------------------------------  ----  --------------  -------------- 
                                                    6,779           6,184 
--------------------------------------------  ----  --------------  -------------- 
Non-current liabilities 
Interest-bearing borrowings                   9     5,157           6,243 
Convertible bond                                    -               1,631 
Vendor loan notes                                   -               1,751 
Statutory employment provision                      1,062           909 
Deferred tax liability                              567             406 
--------------------------------------------  ----  --------------  -------------- 
                                                    6,786           10,940 
--------------------------------------------  ----  --------------  -------------- 
Total liabilities                                   13,565          17,124 
--------------------------------------------  ----  --------------  -------------- 
Total equity and liabilities                        45,645          31,309 
--------------------------------------------  ----  --------------  -------------- 
 

Consolidated Statement of Changes in Equity

for the year ended 31 December 2018

 
                                                                      Foreign 
                                     Share               Convertible  currency     Share-based 
                            Share     premium  Merger    bond         translation  payments     Retained  Total 
                            capital  account    reserve  reserve      reserve       reserve     earnings  equity 
                            GBP'000  GBP'000   GBP'000   'GBP'000     GBP'000      GBP'000      GBP'000   GBP'000 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Balance at 1 January 
 2017                       111      13,289    7,656     109          113          409          (7,329)   14,358 
Loss for the year           -        -         -         -            -            -            (367)     (367) 
Foreign exchange 
 on translation             -        -         -         -            121          -            -         121 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Total comprehensive 
 expense                    -        -         -         -            121          -            (367)     (246) 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Share options charge        -        -         -         -            -            88           -         88 
Dividends                   -        -         -         -            -            -            (15)      (15) 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Transactions with 
 shareholders              -         -         -         -            -            88           (15)      73 
-------------------------  --------  --------  --------  -----------  -----------  -----------  --------  ------- 
Balance at 1 January 
 2018                       111      13,289    7,656     109          234          497          (7,711)   14,185 
Impact of adoption 
 of IFRS 9 on opening 
 balances                   -        -         -         -            -            -            (37)      (37) 
Balance at 1 January 
 2018 (adjusted)            111      13,289    7,656     109          234          497          (7,748)   14,148 
Profit for the year         -        -         -         -            -            -            236       236 
Foreign exchange 
 on translation             -        -         -         -            18           -            -         18 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Total comprehensive 
 income                     -        -         -         -            18           -            236       254 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Issue of share capital      140      17,535    -         -            -            -            -         17,675 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Repayment of convertible 
 bond                       -        -         -         (109)        -            -            14         (95) 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Share options charge        -        -         -         -            -            112          -         112 
Dividends                   -        -         -         -            -            -            (14)      (14) 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Transactions with 
 shareholders               140      17,535    -         (109)        -            112          (14)      17,678 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
Balance at 31 December 
 2018                       251      30,824    7,656     -            252          609          (7,512)   32,080 
--------------------------  -------  --------  --------  -----------  -----------  -----------  --------  ------- 
 
 

During the year the convertible loan note was fully repaid. A settlement loss of GBP14,000 versus the fair value of the liability component and a settlement gain of GBP109,000 versus the fair value of the equity component were recognised in the financial result for the year within finance costs. The bond reserve of GBP109,000 was released in full with the sum of GBP14,000 being transferred into retained earnings.

IFRS 9 was adopted with effect from 1(st) January 2018. The impact of adoption on the opening position was to increase the bad debt provision at 1 January 2018 by GBP37,000 and accordingly reduce retained earnings by GBP37,000.

Consolidated Statement of Cash Flows

for the year ended 31 December 2018

 
                                                                Year ended   Year ended 
                                                                31 December  31 December 
                                                                2018         2017 
                                                                GBP'000      GBP'000 
--------------------------------------------------------------  -----------  ----------------- 
Cash flow from operating activities 
Profit before tax                                               710          63 
Finance expense                                                 341          518 
--------------------------------------------------------------  -----------  ----------------- 
Operating profit                                                1,051        581 
Adjustments for: 
- Depreciation of property, plant and equipment                 756          668 
- Amortisation of intangible assets                             625          521 
- Finance cost                                                  (276)        (285) 
- Disposal of capitalised development cost                      184          165 
- Share-based payment expense                                   112          88 
--------------------------------------------------------------  -----------  ----------------- 
Operating cash flow before movements in working capital         2,452        1,738 
Tax paid                                                        (565)        (694) 
Increase in inventories                                         (259)        (322) 
Increase in trade and other receivables                         (1,868)      (392) 
Increase/(decrease) in trade and other payables                 478          72 
--------------------------------------------------------------  -----------  ----------------- 
Net cash generated by operating activities                      238          402 
--------------------------------------------------------------  -----------  ----------------- 
Cash flow from investing activities: 
Acquisition of Dentyl business - net cash payment               (4,200)      - 
Purchases of property, plant and equipment                      (271)        (285) 
Expenditure in respect of intangible assets                     (744)        (568) 
Proceeds on disposal of tangible asset                                       - 
--------------------------------------------------------------  -----------  ----------------- 
Net cash used in investing activities                           (5,215)      (853) 
--------------------------------------------------------------  -----------  ----------------- 
Cash flow from financing activities: 
Net proceeds from issuance of ordinary shares                   17,675       - 
Repaid convertible bond                                         (1,900)      - 
Repaid vendor loan note                                         (1,790)      - 
Repayment of deferred consideration                             (410)        - 
Drawdown of interest-bearing borrowings                         200          267 
- Leasing obligation repayments (previously in administration 
 costs)                                                         (528)                    (486) 
 Dividends paid                                                  (14)                     (15) 
Net cash from financing activities                              13,233       (234) 
--------------------------------------------------------------  -----------  ----------------- 
Net increase / (decrease) in cash and cash equivalents          8,256        (685) 
Net foreign exchange difference                                 6            48 
Cash and cash equivalents at beginning of period                1,361        1,998 
--------------------------------------------------------------  -----------  ----------------- 
Cash and cash equivalents at end of period                      9,623        1,361 
--------------------------------------------------------------  -----------  ----------------- 
 

Notes to the Consolidated Statements

for the year ended 31 December 2018

1. Basis of the announcement

The nancial information of the Group set out above does not constitute statutory accounts for the purposes of Section 435 of the Companies Act 2006. The nancial information for the year ended 31 December 2018 has been extracted from the Group's audited nancial statements which were approved by the Board of directors on 18(th) April 2019 and delivered to the Registrar of Companies for England and Wales following the Company's 2019 Annual General Meeting.

The nancial information for the year ended 31 December 2018 has been extracted from the Group's nancial statements for that period. The report of the auditor on the 2018 nancial statements was unquali ed, did not include any references to any matters to which the auditors drew attention by way of emphasis without qualifying their report and did not contain a statement under Section 498(2) or Section 498(3) of the Companies Act 2006.

Whilst the nancial information included in this preliminary announcement has been prepared in accordance with the recognition and measurement criteria of International Financial Reporting Standards ('IFRSs') as adopted by the European Union, this announcement does not itself contain su cient information to comply with those IFRSs. This nancial information has been prepared in accordance with the accounting policies set out in the 2018 Report and Accounts and updated for new standards adopted in the current year.

Items included in the nancial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates (the functional currency). The consolidated nancial information is presented in UK sterling (GBP), which is the Group's presentational currency.

The Company is a public limited company incorporated and domiciled in England & Wales and whose shares are quoted on AIM, a market operated by The London Stock Exchange.

The principal activity of Venture Life Group plc and its subsidiaries is the development and commercialisation of healthcare products, including food supplements, medical devices and dermo-cosmetics for the ageing population, and the manufacture of a range of topical products for the healthcare and cosmetics

2.1 Segment revenue and results

The following is an analysis of the Group's revenue and results by reportable segment.

 
                                                 Development     Consolidated 
                                                  and 
                                        Brands   Manufacturing  Group 
                                        GBP'000  GBP'000        GBP'000 
--------------------------------------  -------  -------------  ------------- 
Year ended 31 December 2018 
Revenue 
Sale of goods                           6,627    14,476         21,103 
Sale of services                        -        411            411 
Intercompany sales elimination          -        (2,744)        (2,744) 
--------------------------------------  -------  -------------  ------------- 
Total external revenue                  6,627    12,143         18,770 
--------------------------------------  -------  -------------  ------------- 
Results 
Operating profit before exceptional 
 items 
 and excluding central administrative 
 costs                                  404      2,333          2,737 
--------------------------------------  -------  -------------  ------------- 
 
 
  Year ended 31 December 2017 
Revenue 
Sale of goods                           4,502    13,491         17,993 
Sale of services                        -        297            297 
Intercompany sales elimination          -        (2,238)        (2,238) 
--------------------------------------  -------  -------------  ------------- 
Total external revenue                  4,502    11,550         16,052 
--------------------------------------  -------  -------------  ------------- 
Results 
Operating profit before exceptional 
 items 
 and excluding central administrative 
 costs                                  255      1,756          2,011 
--------------------------------------  -------  -------------  ------------- 
 

All revenue of the Group is recognised at point in time as determined by IFRS15.

The reconciliation of segmental operating profit to the Group's profit before tax is as follows:

 
                                                          Year ended    Year ended 
                                                           31 December   31 December 
                                                          2018          2017 
                                                          GBP'000       GBP'000 
--------------------------------------------------------  ------------  ------------ 
Operating profit before exceptional items and excluding 
 central administrative costs                             2,737         2,011 
Exceptional items                                         (172)         - 
Central administrative costs                              (1,514)       (1,430) 
Finance costs                                             (341)         (518) 
--------------------------------------------------------  ------------  ------------ 
Profit before tax                                         710           63 
--------------------------------------------------------  ------------  ------------ 
 

One customer generated revenue of GBP4,170,000 which accounted for 10% or more of total revenue (2017: one customer generated revenue of GBP3,376,000 which accounted for 10% or more of total revenue).

2.2 Segmental assets and liabilities

 
                                 At 31 December  At 31 December 
                                 2018            2017 
                                 GBP'000         GBP'000 
-------------------------------  --------------  -------------- 
Assets 
Brands                           8,284           3,255 
Development and Manufacturing    14,078          13,683 
Group consolidated assets        23,283          14,371 
-------------------------------  --------------  -------------- 
Consolidated total assets        45,645          31,309 
-------------------------------  --------------  -------------- 
Liabilities 
Brands                           2,249           1,651 
Development and Manufacturing    10,953          11,014 
Group consolidated liabilities   363             4,459 
-------------------------------  --------------  -------------- 
Consolidated total liabilities   13,565          17,124 
-------------------------------  --------------  -------------- 
 

2.3 Other segmental information

 
                                 Depreciation    Additions 
                                                        to 
                                          and  non-current 
                                 amortisation       assets 
                                      GBP'000      GBP'000 
------------------------------  -------------  ----------- 
Year ended 31 December 2018 
Brands                                    163        4,379 
Development and Manufacturing             916        1,015 
Central administration                    301            - 
------------------------------  -------------  ----------- 
                                        1,380        5,394 
------------------------------  -------------  ----------- 
Year ended 31 December 2017 
Brands                                    123          362 
Development and Manufacturing             735        4,485 
Central administration                    331            - 
------------------------------  -------------  ----------- 
                                        1,189        4,847 
------------------------------  -------------  ----------- 
 

2.4 Geographical information

The Group's revenue from external customers by geographical location of customer is detailed below:

 
                    Year ended   Year ended 
                    31 December  31 December 
                    2018         2017 
                    GBP'000      GBP'000 
------------------  -----------  ----------- 
Revenue 
UK                  7,667        5,538 
Italy               4,279        4,936 
Switzerland         3,388        3,791 
Rest of Europe      1,421        857 
Rest of the World   2,015        930 
------------------  -----------  ----------- 
Total revenue       18,770       16,052 
------------------  -----------  ----------- 
 

3. Exceptional costs

 
                                                        Year ended   Year ended 
                                                        31 December  31 December 
                                                        2018         2017 
                                                        GBP'000      GBP'000 
------------------------------------------------------  -----------  ----------- 
Costs incurred in the acquisition of the Dentyl brand   172          - 
------------------------------------------------------  -----------  ----------- 
Total exceptional costs                                 172          - 
------------------------------------------------------  -----------  ----------- 
 

During the period the Group incurred legal and professional fees in relation to the Dentyl acquisition.

4. Income tax expense

 
                                                    Year ended   Year ended 
                                                    31 December  31 December 
                                                    2018         2017 
                                                    GBP'000      GBP'000 
--------------------------------------------------  -----------  ----------- 
Current tax: 
Current tax on profits for the year                 531          528 
Adjustments in respect of earlier years             -            - 
--------------------------------------------------  -----------  ----------- 
Total current tax expense                           531          528 
--------------------------------------------------  -----------  ----------- 
Deferred tax: 
Origination and reversal of temporary differences   (57)         (98) 
--------------------------------------------------  -----------  ----------- 
Total deferred tax expense                          (57)         (98) 
--------------------------------------------------  -----------  ----------- 
Total income tax expense                            474          430 
--------------------------------------------------  -----------  ----------- 
 

Tax on the Group's profit/(loss) before tax differs from the theoretical amount that would arise using the weighted average tax rate applicable to profits and losses of the consolidated entities as follows:

 
                                                         Year ended   Year ended 
                                                        31 December  31 December 
                                                               2018         2017 
                                                            GBP'000      GBP'000 
------------------------------------------------------  -----------  ----------- 
Profit/(loss) before tax                                        710           63 
Profit/(loss) before taxation multiplied by the local 
 tax rate of 19% (2017: 19%)                                    135         (12) 
(Income) / Expenses not deductible for tax purposes              70          159 
Change in recognised deferred tax liability                    (57)         (98) 
Change in unrecognised deferred tax asset                       257          255 
Higher rate on foreign taxes                                     69          126 
------------------------------------------------------  -----------  ----------- 
Income tax charge                                               474          430 
------------------------------------------------------  -----------  ----------- 
 

Changes to the UK corporation tax rates were enacted as part of the Finance Bill 2015 on 18 November 2015. These included reductions to the main rate to reduce the rate to 19% from 1 April 2017 and to 18% from 1 April 2020. A subsequent change to reduce the UK corporation tax rate to 17% from 1 April 2020 was included within the Finance Bill 2016 which was enacted on 6 September 2016.

As at the reporting date, the Group has unused tax losses of GBP9,257,000 (2017: GBP8,610,000) available for offset against future profits generated in the UK. No deferred tax asset has been recognised in respect of these losses due to the uncertainty of its recoverability.

The tax charge of the group is driven by tax paid on the profits of Biokosmes, offset by the release of deferred tax liabilities generated on the acquisition of Biokosmes and Periproducts businesses. In 2018 the effective tax rate of Biokosmes was 22% (2017: 25%).

5. Earnings per share

A reconciliation of the weighted average number of ordinary shares used in the measures is given below:

 
                              Year ended   Year ended 
                              31 December  31 December 
                              2018         2017 
                              Number       Number 
----------------------------  -----------  ----------- 
For basic EPS calculation     55,715,531   36,837,106 
----------------------------  -----------  ----------- 
For diluted EPS calculation   62,496,480   36,837,106 
----------------------------  -----------  ----------- 
 

A reconciliation of the earnings used in the different measures is given below:

 
                                        GBP'000  GBP'000 
--------------------------------------  -------  ------- 
For basic and diluted EPS calculation   236      (367) 
--------------------------------------  -------  ------- 
For adjusted EPS calculation(1)         1,145    242 
--------------------------------------  -------  ------- 
 

1 Adjusted EPS is profit/(loss) after tax excluding amortisation, exceptional costs and share-based payments.

The resulting EPS measures are:

 
                                   Pence  Pence 
---------------------------------  -----  ------ 
Basic EPS calculation              0.42   (1.00) 
---------------------------------  -----  ------ 
Diluted EPS calculation            0.38   (1.00) 
---------------------------------  -----  ------ 
Adjusted EPS calculation(1)        2.06   0.66 
---------------------------------  -----  ------ 
Adjusted Diluted EPS calculation   1.83   0.66 
---------------------------------  -----  ------ 
 

In respect of 2017, the loss attributable to ordinary shareholders and weighted average number of ordinary shares for the purpose of calculating the diluted profit loss per ordinary share are identical to those used for basic profit loss per share. This is because the exercise of share options and conversion of the vendor loan notes would have the effect of reducing the loss per ordinary share and is therefore not dilutive under the terms of IAS 33.

6. Dividends

Amounts recognised as distributions to equity holders in the period:

 
                 Year ended   Year ended 
                 31 December  31 December 
                 2018         2017 
                 GBP'000      GBP'000 
---------------  -----------  ----------- 
Final dividend   14           15 
---------------  -----------  ----------- 
 

The Directors do not recommend the payment of a dividend (2017: 0.04 pence per share).

7. Intangible assets

 
 
                       Development               Patents                  Other 
                                                     and             intangible 
                             costs   Brands   trademarks  Goodwill       assets    Total 
                           GBP'000  GBP'000      GBP'000   GBP'000      GBP'000  GBP'000 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
Cost or valuation: 
At 1 January 2017            1,874        -          834    13,133        2,541   18,382 
Additions                      479        -            -         -           89      568 
Disposals                    (165)        -            -         -            -    (165) 
Foreign exchange                80        -            -         -            -       80 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
At 1 January 2018            2,268        -          834    13,133        2,630   18,865 
Additions                      579    1,089          165     3,100          189    5,120 
Disposals                    (148)        -          (3)         -            -    (151) 
Foreign exchange                13        -            -         -            -       13 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
At 31 December 2018          2,712    1,089          996    16,233        2,819   23,847 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
Amortisation: 
At 1 January 2017              591        -          331         -        1,188    2,110 
Charge for the year            258        -          172         -           91      521 
Foreign exchange                59        -            -         -            -       59 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
At 1 January 2018              908        -          503         -        1,279    2,690 
Charge for the year            319        -          162         -          144      625 
Disposals                        -        -          (3)         -            -      (3) 
Foreign exchange               (4)        -            -         -            -      (4) 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
At 31 December 2018          1,223        -          662         -        1,423    3,308 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
Carrying amount: 
At 31 December 2017          1,360        -          331    13,133        1,351   16,175 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
At 31 December 2018          1,489    1,089          334    16,233        1,396   20,542 
--------------------  ------------  -------  -----------  --------  -----------  ------- 
 
 

All trademark, license and patent renewals are amortised over their estimated useful lives, which is between five and ten years.

All amortisation has been charged to administrative expenses in the Statement of Comprehensive Income.

Other intangible assets currently comprise customer relationships and product formulations acquired through the acquisition of Biokosmes Srl, Periproducts and Dentyl. These assets were recognised at their fair value at the date of acquisition and are being amortised over a periods of between five and ten years.

Assets with indefinite economic lives are tested for impairment at least annually or more frequently if there are indicators that amounts might be impaired. The impairment review involves determining the recoverable amount of the relevant cash-generating unit, which corresponds to the higher of the fair value less costs to sell or its value in use.

The key assumptions used in relation to the Biokosmes (Development and Manufacturing CGU) and Periproducts (part of the Brands CGU) impairment review are as follows:

-- The estimates of profit after tax for the three years to 31 December 2021 are based on management forecasts of the Biokosmes and Periproducts businesses, with subsequent years growth forecasted at 5% and 2% respectively. Management consider 5% and 2% conservative growth rates for the businesses, but reflective of the operating sectors of the businesses.

-- The Group has applied a discount rate to the future cash flows of Biokosmes for five years, with a terminal value reflecting future years, using a pre-tax average cost-of-capital of 18%. These assumptions generate a significant headroom over the assets of the business held at the balance sheet date.

These assumptions are subjective and provide key sources of estimation uncertainty, specifically in relation to growth assumptions, future cashflows and the determination of discount rates. The actual results may vary and accordingly may cause adjustments to the Group's valuation in future financial years. Sensitivity analysis has been performed on the impairment review and indicate sufficient headroom in the event of reasonably possible changes in key assumptions which are unlikely to result in an impairment for intangibles.

7A. Business Combinations

In August 2018 the Company completed the acquisition of the Dentyl brand from DDD Limited, a UK based healthcare products company. The acquisition consideration was GBP4.37 million, comprising GBP0.17 million in acquisition-related costs recognised as expense during the period, GBP0.04 million net inventory at completion and a balance of GBP4.16 million. The acquisition consideration paid was GBP4.2 million, comprising GBP4.16million plus the value at completion of the net inventory. The acquisition was funded through the Company's own resources which had been increased by way of a placing of new shares raising GBP18.75million (gross) during July 2018.

Dentyl is a unique bi-phase mouthwash with plaque removal claims. The Group acquired the brand to expand its oral care portfolio both domestically where it operates through an established infrastructure, and internationally via its B2B model. The Group expects that the inclusion of this additional brand into its portfolio will increase the leverage of its trading infrastructure and generate improved profitability. The acquisition has been accounted for under IFRS 3 as a business combination. The Consolidated Financial Statements include the results of trading of the Dentyl brand for the period from August 2018 to 31(st) December 2018.

The fair values of the identifiable assets and liabilities of the Dentyl brand as at the date of acquisition were:

 
                           Fair value 
                             GBP'000s 
------------------------   ---------- 
Assets 
Non-current assets 
Brand                           1,089 
Customer Relations                170 
Distribution Agreements            19 
Current Assets 
Inventories                        39 
-------------------------  ---------- 
Total assets                    1,317 
 
Non-current liabilities 
Deferred tax                    (217) 
-------------------------  ---------- 
Total net assets                1,100 
-------------------------  ---------- 
 
Net Assets acquired             1,100 
Goodwill                        3,100 
-------------------------  ---------- 
Total Consideration             4,200 
-------------------------  ---------- 
 
Satisfied by: 
------------------------   ---------- 
Cash paid at completion         4,200 
-------------------------  ---------- 
 

Revenue and profit impact of the acquisition

Dentyl contributed group revenues of GBP1.6 million and operating profit before exceptional items and management charges of GBP0.3 million in the period from August 2018 to 31(st) December 2018. If the acquisition had taken place on 1 January 2018, the first day of the reporting period under review, total Group revenue and operational profit before exceptional items and management charges for the period arising from Dentyl would have been GBP3.9 million and GBP0.9 million respectively.

8. Share capital and share premium

Share capital

All shares are authorised, issued and fully paid. The Group has one class of ordinary shares which carry no fixed income.

 
                      Ordinary    Ordinary    Share    Merger 
                       shares      shares 
                       of          of 
                      0.3p each   0.3p each  premium  reserve 
                      Number      GBP        GBP'000  GBP'000 
--------------------  ----------  ---------  -------  ------- 
At 31 December 2018   83,712,106  251,136    30,824   7,656 
--------------------  ----------  ---------  -------  ------- 
At 31 December 2017   36,837,106  110,511    13,289   7,656 
--------------------  ----------  ---------  -------  ------- 
 

The Company issued 46,875,000 new shares during the year (zero in 2017).

The Group operates a Long-Term Incentive Plan. Up to the balance sheet date, there have been three awards under this plan, in which Executive Directors and senior management of the Group participate.

9. Interest-bearing borrowings

 
                                           At 31 December  At 31 December 
                                           2018            2017 
                                           GBP'000         GBP'000 
-----------------------------------------  --------------  -------------- 
Current 
Invoice financing                          1,240           965 
Leasing obligations                        485             485 
Unsecured bank loans due within one year   186             59 
-----------------------------------------  --------------  -------------- 
                                           1,911           1,509 
-----------------------------------------  --------------  -------------- 
Non-current 
Deferred consideration                     -               426 
Leasing obligations                        2,741           3,211 
Unsecured bank loans due after one year    2,416           2,606 
-----------------------------------------  --------------  -------------- 
                                           5,157           6,243 
-----------------------------------------  --------------  -------------- 
 

All bank loans are held by the Group's Italian wholly-owned subsidiary, Biokosmes. During the year, an existing bank loan held with Unicredit SPA for EUR0.8 million, was extended to EUR3.1 million principal with an expiry date of May 2023. Invoice financing includes the Italian RiBa (or "Ricevuta Bancaria") facility and UK invoice financing facility with HSBC. Both are short-term facilities. The balance shown above of GBP1,240,000 (2017: GBP965,000) reflects the amount that had been settled in Biokosmes's account under RiBa and drawn against invoices in the UK as at the reporting date.

Deferred consideration reflects the fair value of a loan held by the Company with the vendors of Periproducts. The loan principal of GBP400,000 was repaid on 7 September 2018 and had an annual interest charge of 10% from September 2017. Its carrying value at 31 December 2018 was GBPnil (2017: GBP426,000).

A summary showing the contractual repayment of interest-bearing borrowings is shown below:

 
                         At 31 December 2018             At 31 December 2017 
                         ------------------------------  ------------------------------- 
                         Leasing                          Leasing 
                          obligations  Other    2018       obligations  Other    2017 
                         GBP'000       GBP'000  GBP'000  GBP'000        GBP'000  GBP'000 
-----------------------  ------------  -------  -------  -------------  -------  ------- 
Amounts and timing 
 of non-current debt 
 repayable 
Between 1 January 2019 
 and 31 December 2019    -             -        -        486            612      1,098 
Between 1 January 2020 
 and 31 December 2020    491           577      1,068    491            584      1,075 
Between 1 January 2021 
 and 31 December 2021    489           533      1,022    489            533      1,022 
Between 1 January 2022 
 and 31 December 2022    449           533      982      431            533      964 
Between 1 January 2023 
 and 31 December 2027    1,312         773      2,085    1,314          770      2,084 
-----------------------  ------------  -------  -------  -------------  -------  ------- 
                         2,741         2,416    5,157    3,211          3,032    6,243 
-----------------------  ------------  -------  -------  -------------  -------  ------- 
 
 
                                               Short-term   Long-term    Total 
                                                borrowings   borrowings 
                                               GBP'000      GBP'000      GBP'000 
---------------------------------------------  -----------  -----------  ------- 
Reconciliation of debt 
1 January 2018                                 1,266        6,414        7,680 
Cash flows: 
Draw-down/(repayment)                          160          (4,060)      (3,900) 
Non cash: 
Movements in fair value and foreign exchange   -            62           62 
---------------------------------------------  -----------  -----------  ------- 
31 December 2018                               1,426        2,416        3,842 
---------------------------------------------  -----------  -----------  ------- 
 

Lease liability

In 2017 the Group adopted IFRS 16 which means that lease contracts that have previously been recognised as operating leases are now being recognised as finance leases. In the Statements of Financial Position additional lease liabilities at 31 December 2018 of GBP3,226,000 (2017: GBP3,696,000) are offsetting right-of-use assets of GBP3,132,000 (2017: GBP3,676,000), giving a net liability position of GBP94,000 (2017: GBP20,000).

   10.          2018 Annual Report and Accounts and 2019 Annual General Meeting 

The Group's Annual Report and Accounts for the year ended 31 December 2018 will be posted to shareholders on the 8(th) May. It will be available on the Company's website (http://www.venture-life.com/investor-relations/results-reports-and-presentations/) from 11.00am on 30th April 2019. The Annual General Meeting of Venture Life Group plc will be held on 3(rd) June 2019 at 10.30am at the offices of Simmons & Simmons LLP, CityPoint, One Ropemaker Street, London, EC2Y 9SS. A notice of meeting will be sent to shareholders with the Annual Report and Accounts (http://www.venture-life.com/investor-relations/shareholder-company-documents/) and a copy will be available on the Company's website in due course.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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