Interim Results

Dispensa Group PLC

30 November 2023

 

30 November 2023

DISPENSA GROUP  PLC

SECOND UNAUDITED INTERIM RESULTS FOR THE SIX MONTH PERIOD ENDED 31 AUGUST 2023

Dispensa Group plc (LON: DISP), ("Dispensa" or "The Company") the acquisitive holding company developing a portfolio of international luxury food brands, is pleased to announce its unaudited interim results for the six month period from 1 March 2023 to 31 August 2023.

These are the second set of Interim Results announced by the Company following its announcement on 24 August 2023 that it had changed its year-end from 31 August to 31 December to align itself with the accounting reference date of its operating subsidiaries. As such, the next full set of audited annual financial statements will cover the 16-month period from 1 September 2022 to 31 December 2023 and are expected to be published in April 2024.

Key Highlights for the six month period from 1 March 2023 to 31 August 2023:

·    Change of Company name from Zamaz plc to Dispensa Group plc and updated strategy and focus on the acquisition and digitization of luxury foods brands as well as vertical integration within each brand business.

·    After three acquisitions in the luxury foods sector in Italy completed since Listing and in the previous six month period, management has concentrated on building its team, consolidating operations, expanding distribution channels and achieving efficiencies.  Administration costs have fallen following the restructuring of the UK team and closing the UK warehouse, moving all logistics to Italy.

·    There is significant seasonality in the business which is reflected by a fall in revenues - Summer is a slower period and Christmas tends to be much busier.  Revenues are lower also due to the legacy Amazon business having experienced persistent cost increases and operational challenges from Amazon.

·    Overall, the loss position over the last 12 months to August 2023 has improved compared to the previous 12 months To August 2022.

·    Exciting organic growth opportunities through product development and enhanced store openings for existing brand distribution.  Pipeline of accretive acquisition opportunities.

Commenting on the second Interim Results, Chairman Dr Niccolò Caderni said: "The Dispensa Group is rolling out its integration and expansion plans for the acquired businesses including adding senior team members.  While revenue has fallen compared to the first six months of the year, this is mainly, as expected, due to the seasonality of the business.  The arriving Christmas trading period has generally significantly higher revenues than the same summer trading period for our brands.  Our revenue is however also lower following difficulties with the Amazon platform and Ecomoist brand which has under-performed and which is being addressed.  Organic growth through brand development and distribution of products through store openings continues while our focus on acquisition of additional brand businesses is ongoing. We are also considering minority investments in brands and related businesses to accelerate growth. Fully to exploit the opportunities in the market, the Company would naturally need to access further capital."

	Dispensa Group plc
	Dr Niccolò Caderni		[e-mail]
	VSA Capital		[phone]
	Andrew Raca, Alexander Cabral (Corporate Finance) Peter Mattsson (Corporate Broking)
	Walbrook PR Limited		[phone] or [phone]
	Paul Vann/Nick Rome/Joe Walker		[e-mail]

About Dispensa Group plc:

Dispensa Group plc is an international Holding Company whose shares are listed on the Main Market of The London Stock Exchange. It  acquires majority and minority stakes-in businesses which have ethically sourced luxury food brands of exceptional quality, but which are undervalued by dint of not having been exposed to global markets. We add value and international reach to such brands by digitalization and our own  e-commerce expertise, via online distribution channels and specialist stores. To date, our strategy has focused on the Italian market; however, we believe there are many more expansion, partnership and acquisition opportunities throughout Europe and beyond.  

CEO's Report

Dear Shareholder

The Company, (previously Zamaz plc) listed its shares on the Main Market of the London Stock Exchange on 2 September 2022, since then the Group, via its wholly owned subsidiary, Bella Dispensa S.r.l. ("Bella Dispensa"), based in Milan, Italy, has made three acquisitions in the luxury foods sector. These acquisitions are being integrated and we are beginning to see positive operational synergies which we expect will be reflected in the financial performance from FY 2024.  There is an increasing focus on Bella Dispensa to diversify products, markets and distribution channels, achieve efficiencies and capture the opportunity afforded by a well-considered pipeline of organic and investment growth opportunities. 

The Group is also now at the end of its geographical re-organisation.  It has closed its UK warehouse and reduced its UK team, transferring operations and warehouse to the Milan area.  This has reduced costs significantly and  improved internal controls and communications.

Within the team at both Plc and operating level there has been a focus on team building in both senior management and operational roles to enable the execution of the growth plan, enable the digitization of existing businesses acquired as well as the optimization of operations to reduce costs and increase sales. In common with our peers in the industry, the acquisition and retention of good people at every level remains a challenge in the current climate.

Income

Revenue fell in the six month period to £1.74m (£3.48m for the previous six months) leading to a Gross Profit of £0.37m (£1.68m).  Admin expenses fell to £0.90m (£1.67m) delivering an Operating Loss of £0.53m (gain of £0.01m). 

Finance costs increased to £0.18m (£0.09m) following an increase in the bond amount issued from £1.4 million on listing in early September 2022  to £3.1 million  at 31 August 2023, plus an increase in bond coupon from 6% p.a. to 7.5% p.a. following the bondholder meeting held in March 2023.

The Loss before Tax was lower  at £1.19 million  for the six month period (previous period £1.64 million)

Financial Position

The key points on the assets side of the balance sheet are as follows.

Inventories fell to £0.24m (£0.79m) as stocks were reduced in the Ecomoist business and not replenished, as well as resulting from the seasonality of the business.

Receivables fell to £1.28m (February 2023: £2.05m) as collections improved to a more sustainable level.

Key points on the liabilities side of the balance sheet are as follows.

Current liabilities were significantly reduced to £2.46m (February 2023: £4.56m) as cash inflows increased, while Non-current liabilities increased to £4.36m (£2.75m) mainly due to successful additional placings of the Dispensa Plc Bond.

Bond Restructuring

On 9 March 2023 Dispensa Plc convened a meeting of the Bondholders of the Company's € 3,000,000 6% Fixed Rate Bonds due 30 April 2023.  It was agreed that the maturity of the 6% Bond would be extended to 20 April 2026 from 30 April 2023, the Nominal Value of the Bond could be increased from €3,000,000 to €15,000,000, and the rate of interest was increased to 7.5% from 6% per annum.

Following the Resolution, additional Bonds have been issued bringing an extra €530,000 into the Company for a total of €3,530,000  (£3,141,891) outstanding.

Board Changes

On 24 August 2023 the Company announced that Martin Groak, who was Independent Chairman of the Board and  who had led the listing process, would relinquish his Chairmanship and remain an Independent Non-Executive Director.  Martin was replaced by Niccolo Caderni who was until that point an Independent Non-Executive Director.

On 20 October, the Company announced the appointment of Alessandro Colombo to take over the CEO role from Daniele Besnati. On 21 November, Mr Colombo stepped down for personal reasons.  Daniele Besnati, who had remained on the Board as Executive Director of Operations, returned to his previous role as CEO.

Vision

Our company's vision is to be a fast-growing player in the international Luxury Foods sector. It believes that it can achieve this through a well-planned strategy of organic growth through store openings and product development, as well as external growth via acquisitions, and majority and minority investments in brand businesses and associated sectors.  

In recent months the company has expanded its operations and diversified its product and geographic presence within Italy.  The financial results of the implementation of this strategy are expected to come through in FY 2024.

We look forward to being able to report on further progress across the board for our 16-month audited financial year ending 31 December 2023 next April.

Forward looking statements:

This announcement contains statements that are or may be forward-looking statements. All statements other than statements of historical facts included in this announcement may be forward-looking statements, including statements that relate to the Company's future prospects, developments and strategies. The Company does not accept any responsibility for the accuracy or completeness of any information reported by the press or other media, nor the fairness or appropriateness of any forecasts, views or opinions express by the press or other media regarding the Group. The Company makes no representation as to the appropriateness, accuracy, completeness or reliability of any such information or publication.

Forward-looking statements are identified by their use of terms and phrases such as "believe", "targets", "expects", "aim", "anticipate", "projects", "would", "could", "envisage", "estimate", "intend", "may", "plan", "will" or the negative of those, variations or comparable expressions, including references to assumptions. The forward-looking statements in this announcement are based on current expectations and are subject to known and unknown risks and uncertainties that could cause actual results, performance and achievements to differ materially from any results, performance or achievements expressed or implied by such forward looking statements. Factors that may cause actual results to differ materially from those expressed or implied by such forward looking statements include, but are not limited to, those described in the Risk Management Framework section of the Company's most recent Annual Report. These forward-looking statements are based on numerous assumptions regarding the present and future business strategies of the Group and the environment in which it is and will operate in the future. All subsequent oral or written forward-looking statements attributed to the Company or any persons acting on its behalf are expressly qualified in their entirety by the cautionary statement above. Each forward-looking statement speaks only as at the date of this announcement. Except as required by law, regulatory requirement, the Listing Rules and the Disclosure Guidance and Transparency Rules, neither the Company nor any other party intends to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise.

Financial Results & Review

The loss for the six month period ending 31 August 2023 was £1,191,459 including exceptional listing costs (£1,642,336 loss).

The Board monitors the activities and performance of the Group on a regular basis. The Board uses financial indicators based on budget versus actual to assess the performance of the Group. The indicators set out below will    continue to be used by the Board to assess performance over the period to 31 August 2023. The main KPIs for   the Group are as follows. These allow the Group to monitor costs and plan future activities:

		Six Month Period ended 31 August 2023         (unaudited)	Six Month period ended 28 February 2023  (unaudited)
	Revenue £'000 Gross Margin   £'000 %                                                                                                          EBITDA £'000- excluding listing costs	£1,744                             £372                         21.33%	£3,480             £1,683 48.36% £10
		(£526)

 

Financial Position

The Group's Statement of Financial Position as at 31 August 2023 and comparatives at 28 February 2022 are summarized below.

	31 August 2023	28 February 2023
Current assets	2,292,406	3,633,125
Non-current assets	23,839,599	24,142,460
Total assets	26,132,005	27,775,585
Current liabilities	2,495,288	4,555,545
Non-current liabilities	4,362,905	2,749,810
Total liabilities	6,858,193	7,305,355
Net assets	19,273,813	20,470,230

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the execution of the Group's strategy are subject to a number of risks. The key business risks affecting the Group are set out below.

Risks are formally reviewed by the Board, and appropriate processes are put in place to monitor and mitigate them. If more than one event occurs, it is possible that the overall effect of such events would compound the possible adverse effects on the Group.

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they. The Group's policy during the year has been to ensure that it has adequate liquidity to meet its liabilities when due by careful management of its working capital.

 

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations.

In accordance with the Group's policy, the Board monitors the Group's exposure to credit risk on n ongoing basis. The risk is largely mitigated by the use of Amazon trading platform, which is regarded as an extremely low credit risk.

 

Market risk

Market risk is the risk that changes in market prices, such as commodity prices, foreign exchange rates, interest rates and equity prices will affect the Group's and Company's income or value of its holdings in financial instruments.

Capital Management

The Company's capital consists wholly in ordinary shares, The Board's policy is to preserve a strong capital base in order to maintain investor, creditor, and market confidence and to safeguard the future development of the business, whilst balancing these objectives with the efficient use of capital.

Responsibility Statement

We confirm that to the best of our knowledge:

§ the 6 Month Unaudited Report and its comparative have been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting'; and

§ gives a true and fair view of the assets, liabilities, financial position and loss of the Group; and

§ the 6 Month Unaudited Report includes a fair review of the information required by DTR 4.2.7R of the Disclosure and Transparency Rules, being an indication of important events that have occurred during the first six months of the financial year and their impact on the set of interim financial statements; and a description of the principal risks and uncertainties for the remaining six months of the year; and

§ the 6 Month Unaudited Report includes a fair review of the information required by DTR 4.2.8R of the Disclosure and Transparency Rules, being the information required on related party transactions.

The 6 Month Unaudited Report was approved by the Board of Directors on 29 November 2023 and the above responsibility statement was signed on  its behalf by:

Daniele Besnati

Chief Executive Officer

Dispensa Group Plc

DISPENSA GROUP PLC

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE 12 MONTH PERIOD ENDED 31 AUGUST 2023

	6 months to 31 Aug 2023 (unaudited)	6 months to 28 Feb 2023    (unaudited)	Year ended   31 Aug 2022 (audited)
	£	£	£
Continuing operations
Income
Revenues	1,744,204	3,479,564	1,679,105
Cost of sales	(1,372,617)	(1,796,435)	(1,363,822)
Gross Profit	371,587	1,683,129	315,283
Administrative expenses	(898,562)	(1,672,650)	(1,511,652)
Operating Result	(526,975)	10,479	(1,196,369)
Finance Costs	(179,964)	(92,152)	(128,023)
Exceptional Item: Listing costs	(484,520)	(1,560,663)	-
Profit/(Loss) before tax	(1,191,459)	(1,642,336)	(1,324,392)
Taxation	-	-	(847)
Profit/(Loss) for the period attributable to equity shareholders of the Company	(1,191,459)	(1,642,336)	(1,325,239)
Other comprehensive income / (expenditure) for the period net of tax	-	-	-
Total comprehensive income/(expenditure) for the period	(1,191,459)	(1,642,336)	(1,325,239)
Loss per ordinary share
Basic and diluted income (loss) per share attributable to the equity shareholders of the parent (pence)	(0.17)	(0.23)	(0.30)

The unaudited net loss for the 12 months to 31 August 2023, excluding  the extraordinary listing costs, is (£788,612)

DISPENSA GROUP PLC CONSOLIDATED STATEMENT OF FINANCIAL POSITION			As at 31 Aug 2023 (unaudited)	As at 28 Feb 2023 (unaudited)	As at 31 August 2022 (audited)
			£	£	£
ASSETS
Non-current assets
Intangibles			1,182,914	1,191,986	223,853
Goodwill			21,998,500	22,285,391	20,454,876
Receivables  - Non current			235,876	235,876	-
Property, Plant, & Equipment			422,309	429,208	30,130
Total non-current assets			23,839,599	24,142,460	20,708,859
Current assets
Inventories			245,935	785,522	321,457
Trade and other receivables			1,280,971	2,053,178	767,092
Cash and cash equivalents			765,500	794,425	26,818
Total current assets			2,292,406	3,633,125	1,115,367
TOTAL ASSETS			26,132,005	27,775,585	21,824,226
LIABILITIES
Current Liabilities			2,495,288	4,555,545	2,837,341
Non current Liabilities			4,362,905	2,749,810	874,618
TOTAL LIABILITIES			6,858,193	7,305,355	3,711,959
	EQUITY ATTRIBUTABLE TO OWNERS OF THE COMPANY
Called up share Capital			188,299	188,299	178,031
Share premium			23,322,318	23,324,638	19,568,774
Translation reserve			263,159	220,151	5,278
Retained earnings Minorities interest			(4,744,627)      244,662	(3,550,529)        287,671	(1,639,816)
TOTAL EQUITY			19,273,813	20,470,230	18,112,267
TOTAL EQUITY AND LIABILITIES			26,132,006	27,775,585	21,824,226

DISPENSA GROUP PLC

            GROUP STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 31 AUGUST 2023 AND 31 AUGUST 2022

Called up Share Capital		Share premium	Translation Reserve	Retained           Earnings	Third parties	Total Equity
Balance at 1 September 2021	50,000	-	-	(314,577)		264,577
Loss of the year	-	-	-	(1,325,239)		(1,325,239)
Exchange differences on consolidation	-	-	5,278	-		5,278
Issue of share Capital	128,031	19,568,774	-	-		19,696,805
Balance at August 31 2022	178,031	19,568,774	5,278	(1,639,816)	0	18,112,267
At August 31 2022	178,031	19,568,774	5,278	(1,639,816)		18,112,267
Issue of shares	10,268					10,268
Share premium		3,753,544				3,753,544
Exchange differences on translation	-	-	257,881			257,881
Third parties					244,662	244,662
Total comprehensive income for the period	-	-	-	(3,104,811)		(3,104,811)
Balance at August 31 2023	188,299	23,322,318	263,159	(4,744,627)	244,662	19,273,811

DISPENSA GROUP PLC

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 31 AUGUST 2023

NOTE 1: ACCOUNTING POLICIES

General Information

The Company is a public limited company incorporated and domiciled in England (registered number: 12167179), which is listed on the London Stock Exchange. The registered office of the Company is Eastcastle House, 27/28 Eastcastle Street, London W1W 8DH.

Accounting policies

The accounting policies, presentation and methods of computation applied by the Group in these condensed interim financial statements are the same as those applied by the Group in its consolidated financial information in its 2022 Annual Report and Accounts.

Basis of Preparation of Financial Statements

The condensed consolidated interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting'. The accounting policies adopted in this report are consistent with those of the annual financial   statements for the year to 31 August 2022 as described in those financial statements

Basis of consolidation

The consolidated financial statements comprise the financial statements of Zamaz Plc and its subsidiaries as at 31 August 2023. The financial statements of the subsidiaries are prepared for the same reporting period as the parent company, using consistent accounting policies.

All intra-group balances, transactions, income and expenses and profits and losses resulting from intra-group transactions that are recognized in assets, are eliminated in full.

Subsidiaries are fully consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. Zamaz plc owns the majority of the shareholdings and has operational control over all its subsidiaries. Please refer to Note 4 for information on the consolidation of Zamaz Plc

Going Concern

The Group Financial Statements have been prepared on a going concern basis. Although the Group's assets are not currently generating sufficient revenues and an operating loss has been reported, the Directors are of the view that, the Group has funds to meet its planned expenses over the next 12 months from the date of these Financial Statements.

In assessing whether the going concern assumption is appropriate, the Directors have taken into account all relevant  available information about the current and future position of the Group, including current level of resources and the required level of spending on corporate activities. As part of the assessment, the Directors have also taken into account the ability to raise new funding whilst maintaining an acceptable level of cash for the Group to meet all commitments.

The Directors are confident that the measures they have available will result in sufficient working capital and cash flows to continue in operational existence. Taking these matters in consideration, the Directors continue to adopt the going concern basis of accounting in the preparation of the financial statements.

NOTE 2: INTERIM FINANCIAL INFORMATION

The condensed consolidated interim financial statements are for the six-month period ended 31 August 2023. The condensed consolidated interim financial statements do not include all the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 August 2022, which were prepared under International Financial Reporting Standards (IFRS).

The condensed consolidated interim financial statements have not been audited nor have they been reviewed by the Group's auditors under ISRE 2410 of the Auditing Practices Board. These condensed consolidated interim financial statements do not constitute statutory accounts as defined in Section 434of the Companies Act 2006. The Group's statutory financial statements for the year ended 30 June 2021 prepared under IFRS have been filed with the Registrar of Companies. The auditor's report on those financial statements was unqualified and did not contain a statement under Section 498(2) of the Companies Act 2006.

NOTE 3: CRITICAL ACCOUNTING ESTIMATE AND JUDGEMENTS

The preparation of the financial statements in conformity with International Financial Reporting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. Actual results may differ from these estimates.

In preparing these condensed interim financial statements, the significant judgements made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those applied to the consolidated financial statements for the year ended 31 August 2022.

NOTE 4: LOSS PER SHARE

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.

In accordance with IAS 33, no diluted earnings per share is presented, so there is no difference between the basic and the diluted loss per share

Basic  and Diluted EPS

Loss attributable to ordinary shareholders (0.17) pence,

    based on a weighted average number of shares in issue of  711,530,255 Ordinary shares

    February 2023: Loss per shares (0.23) based on a weighted average number of shares in issue of   710,763,588  Ordinary shares

 

NOTE 5:  BORROWINGS

As at	31 August 2023	31 August 2022
Bond	3,141,891	1,482,816
Lease Liability	0	1,800
Short Term borrowings	0	47,722
Total	3,141,891	1,532,338

On 9 March 2023 Dispensa Plc (previously Zamaz Plc) convened a meeting of the Bondholders of the Company's € 3,000,000 6% Fixed Rate Bonds due 30 April 2023, to consider and approve a proposal to modify the terms of conditions of the 6% Bonds by way of an Extraordinary Resolution.

The meeting was then adjourned to the 21 March 2023 and the following Resolution was put to the Bondholders and approved:

-       the maturity of the 6% Bond was extended to 20 April 2026 from 30 April 2023;

-       the Nominal Value of the Bond was increased from €3,000,000 to €15,000,000;

-       the rate of interest was increased to 7.5% from 6% per annum.

Following the Resolution additional Bonds have been issued bringing a total of Euros 530,000  into the Company resulting in a total of €3,530,000  (£3,141,891) outstanding.

 

NOTE 6: INVESTMENTS

Investments Held- Company

Financial assets at fair value through profit or loss are as follows:

	Bella Dispensa Srl	Total
1 September 2021
Cost	20,487,259	20,487,259
31 August 2022	20,487,259	20,487,259
Additions	2,419,301	1,798,132
31 August 2023	22,906,560	22,285,391

As at August 31, 2023, investments were classified as held for trading and recorded at their fair values based on quoted market prices (if available).

Investments that do not have quoted market prices are measured at cost less impairment.

    Last 26 September 2022 Bella Dispensa agreed to acquire the entire issued share capital of Ecocarni Srl, a purveyor of

    premium quality meats and associated products sourced from Italy and Argentina to both wholesale and retail customers  

    from its managed general store in Milan.

   On 10 October 2022 Bella Dispensa agreed to acquire a 72.61 per cent stake in Eccellenze Srl, a luxury food products

   business based at its flagship store in one of Milan's premier districts.

    On 11  February 2023, the Company exercised an option and acquired the entire issued share capital of Dallatte Italia

    Srl

NOTE 7:  SHARE CAPITAL AND RESERVES

Share Capital and Share Premium

Issued	Share Capital	Share Premium
At 1 September 2021	50,000
Issue of Shares	128,031
Share Premium thereon		19,568,774
At 31 August 2022	178,031	19.568.774
Issue of shares	10,268
Share Premium thereon		3,753,544
At 31 August 2023	188,299	23,322,318

 

NOTE 8:  RELATED PARTIES

 

Two directors of Zamaz: Messrs. White and Groak are also directors of the Holding Company of Innovative Finance Srl. ("Innovative") and Epsion Capital Ltd. ("Epsion")

 

Innovative provided advisory services to Zamaz plc for its listing and Bella Dispensa for its acquisition strategy.

 

Epsion provided advisory services for the Company's prospectus for listing on the London stock exchange.

 

Expenses in these accounts include

 

Fees to Innovative £ 704,577

Fees to Epsion  £ 260,000

 

 

END