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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Premier Veterinary Group Plc | LSE:PVG | London | Ordinary Share | GB00BSZLMS59 | ORD 10P |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 34.50 | 32.00 | 37.00 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMPVG
RNS Number : 6013O
Premier Veterinary Group PLC
31 January 2019
PREMIER VETERINARY GROUP PLC
PRELIMINARY ANNOUNCEMENT
AUDITED FINAL RESULTS FOR THE YEARED 30 SEPTEMBER 2018
London, UK, 31 January 2019 - Premier Veterinary Group plc (LSE: PVG) ("PVG" or the "Company") today announces its audited results for the year ended 30 September 2018.
Dominic Tonner, CEO of PVG commented:
"The business looks forward to working with our customers to support the growth of their businesses in innovative and exciting ways."
2018 HIGHLIGHTS
-- 35% increase in contracted clinics with a total of 1,461 clinics in UK, Europe and the USA signed up to Premier Pet Care Plan (30 September 2017: 1,084).
-- 24% increase in global revenues from Premier Pet Care Plan to GBP3,152k for the year ended 30 September 2018 (30 September 2017: GBP2,534k).
-- 30% increase in the number of pets on plan with 244,000 on plan at 30 September 2018 (30 September 2017: 188,000).
-- 24% increase in the number of pets on plan in the UK to 193,000 at 30 September 2018 (30 September 2017: 156,000).
-- 30% increase in the number of global monthly transactions processed to 2,616,000 in year ended 30 September 2018 (30 September 2017: 2,005,000).
POST PERIOD HIGHLIGHTS
-- On 29 January 2019 the Group announced it had entered into a loan agreement with Bybrook Finance Solutions Limited ("BFSL") whereby BFSL has agreed to provide a committed loan facility of GBP3.85m repayable by the Group on or before 25 April 2019 with the Group having the ability to extend the repayment date to 25 January 2021 by issuing warrants to BFSL to acquire 767,347 of ordinary GBP0.10 Shares at par. The facility will be used to repay the previous loan notes issued to BFSL and provide GBP2.0m of additional working capital which was drawn down upon completion of the agreement. Crossroads Finance Limited ("Crossroads"), a company jointly owned and controlled by Dominic Tonner, Chief Executive Officer of PVG, and his spouse, has taken part in the PVG funding by entering into direct arrangements with BFSL.
-- Following a successful trial with a leading USA corporate we are proceeding to full roll-out which will substantially underpin the Group's existing growth expectations.
A full copy of the Company's Annual Report and Financial Statements for the year ended 30 September 2018 (the "Annual Report") will be available shortly on its website at www.premiervetgroup.co.uk within the Investor Relations section. The Annual Report will also be uploaded to the National Storage Mechanism, and will also shortly be available for viewing.
Disclosure & Transparency Rule ("DTR") 6.3.5 requires the Company to disclose to the media certain information from its Annual Report, if that information is of a type that would be required to be disseminated in a half-yearly report. Accordingly, this announcement should be read in conjunction with and is not a substitute for reading the full Annual Report. Together these constitute the information required by DTR 6.3.5, which is required to be communicated in unedited full text through a Regulatory Information Service.
The information included in this announcement is extracted from the Annual Report which was approved by the Directors on 30 January 2019. Defined terms used in the announcement refer to terms as defined in the Annual Report unless the context otherwise requires.
This announcement contains inside information for the purposes of Article 7 of the Market Abuse Regulation (EU) No 596/2014.
For further information, please contact:
Premier Veterinary Group plc Tel: +44 (0)117 970 4130 Dominic Tonner, Chief Executive Officer Andy Paull, Chief Financial Officer
This announcement includes "forward-looking statements" which include all statements other than statements of historical facts, including, without limitation, those regarding the Group's financial position, business strategy, plans and objectives of management for future operations, and any statements preceded by, followed by or that include forward-looking terminology such as the words "targets", "believes", "estimates", "expects", "aims", "intends", "will", "can", "may", "anticipates", "would", "should", "could" or similar expressions or the negative thereof. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Group's control that could cause the actual results, performance or achievements of the Group to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Group's present and future business strategies and the environment in which the Group will operate in the future. These forward-looking statements speak only as at the date of this announcement. The Group expressly disclaims any obligation or undertaking to disseminate any updates or revisions to any forward-looking statements contained in this announcement to reflect any change in the Group's expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based. As a result of these factors, readers are cautioned not to rely on any forward-looking statement.
CHAIR'S STATEMENT
Overview and results
Introduction
This year, I am pleased to report that the Group continues to grow the business organically despite some challenges in our overseas markets. The Board maintains a strong focus on delivering its strategic objectives and has taken decisions to invest in the business, its technology infrastructure, its people, marketing and business development.
Our preventative healthcare programme for pets continues to position itself as a leading brand in the market and is supported by a strong culture of service to ensure an end-to-end professional customer experience. The business is focused on developing preventative healthcare programmes and other initiatives to improve compliance in the use of vaccines, parasiticides and long-term therapeutic drugs for its customers. The investment in the global technology platform provides further capability to deliver efficient and flexible solutions including multi-country processing capabilities and home delivery services. Like many other businesses we are having to navigate the current political and financial uncertainties. Despite this, both in the UK and overseas, our people continue to develop and sell our Plans in markets which present a significant opportunity. Our strategic partnerships ensure we deliver preventative healthcare programmes to benefit pet owners and their pets, veterinary practices, product manufacturers, and distributors.
Results
During the year ended 30 September 2018, we significantly increased our total number of pets enrolled on our pet healthcare programmes ("Pets on Plan") to 244,000, a 30% uplift on September 2017, as well as increasing the number of monthly transactions processed by 30%. Total revenue from continuing operations for the year ended 30 September 2018 was GBP3,152k compared with GBP2,534k last year, an increase of 24%. The loss from continuing operations reduced from GBP4,269k to GBP3,567k.
Shareholders will have seen that the Board continues to take steps to ensure that the Company has sufficient funds to support its investment and business development needs and has renegotiated its facility with Bybrook Finance Solutions Limited.
At present the intention is that no dividends will be paid by the Company. This position will be reviewed if future activities lead to significant levels of distributable profits, of which there can be no assurance, taking into account any earnings to be reinvested in the Group's business. Further details on our operational and financial performance can be found in the operational and financial review.
Governance
The Board remains committed to maintaining the highest standards of transparency, ethics and corporate governance whilst also providing leadership controls and strategic oversight to ensure that we deliver value to all shareholders.
Throughout the year, the Board has been mindful of its board and committee membership and composition. Having evaluated ways to enhance effectiveness and to ensure relevant skills and experience on the Board, we welcomed Neil Wood as Non-Executive Director on the Board. We also announced the departure of Will Evans and his replacement by the appointment of Andrew Paull as Chief Financial Officer. The Board thanks Will for his skilled oversight of significant developments and change in all parts of the business, including the implementation of considerable improvements in our back office operational and financial processes. We wish Will all the very best for the future.
The biographical details of both Neil and Andrew can be found in the notes to the Company's Annual General Meeting, at which their appointments will be formally proposed for shareholder approval. The Notice of the AGM can be found at the end of the Annual Report and Financial Statements, and in the Investors' section of the Company's website www.premiervetgroup.co.uk
Looking ahead
The Board believes that the business is well positioned to achieve its future growth ambitions. The significant contract opportunity that has been secured in the USA, if successfully implemented, will substantially increase the visibility of prospective revenue. I would like to take this opportunity of thanking the shareholders and all those who work for the Company for their continued support.
I look forward to updating you on future developments.
Graham Dick
Chair
Premier Veterinary Group plc
30 January 2019
CEO'S STATEMENT
OUR STRATEGY
The Board regularly evaluates how best to achieve its strategic objectives. Our strategy remains focussed on four key areas:
To leverage the success of PVA
The PPCP business was started by PVA in 2010 and has been grown organically to become a sustainable, cash generative business in the UK with continuing opportunities for growth. There are significant opportunities to leverage the intellectual property, systems and processes which have been developed in the UK business to expand PPCP, both in the UK and into international markets. The Group has undertaken significant amounts of research to identify countries with similar economic and socio-demographic characteristics relevant to the PPCP business and has identified a number of territories which are likely to embrace the PPCP offering, most notably in mainland Europe and the USA.
To develop the business through its global strategic partnerships and growing data set
The business has significant long-term relationships with global pharmaceutical manufacturers, buying groups and distributors that operate in the animal health sector. These relationships are vital in establishing PPCP in new territories.
Furthermore, the substantial data sets generated by the business over previous years provide valuable insights on which to work with our strategic partners to develop our businesses, strengthen relationships and identify opportunities for future value creation. The Group's IT investment programme continues to build significant data sets to enhance planning and partner value.
To continue to invest in our global transaction platform
The investment required to capture significant international opportunities is considerable, not only in establishing operations in each territory but also in developing the IT and back office support necessary to deliver consistent, high quality customer experience in every territory. The Group expects to continue to invest in its global transaction platform and portal, which will help generate increased revenue, create bigger barriers to entry for any competition and deliver competitive advantage.
To develop new opportunities for growth
Notwithstanding the significant consolidation of veterinary practices currently taking place in the UK, the UK and overseas markets remain fragmented and the directors believe that, by adopting an opportunistic and entrepreneurial approach, the Group will be in a position to identify and exploit new opportunities for growth.
OPERATIONAL AND FINANCIAL REVIEW
Operational and financial overview
2018 has seen positive progress in the continuation of business growth. The number of revenue generating pets on plan across our operations in the UK, Europe and the USA has increased by 30% on the previous year to 244,000 from 188,000 as at the end of the financial year. We have continued to pursue our strategy to leverage strategic partnerships and to focus on our core territories to increase the Group's growth potential. Alongside this, we continue to invest in our operating model, core infrastructure and plans to work with clients to support them as we develop business solutions and opportunities.
Our bespoke software system facilitates the worldwide operation of Premier Pet Care Plan. The Group will continue to add functionality to the platform, after careful assessment, with the intention of developing further revenue generating opportunities, creating bigger barriers to entry and delivering competitive advantage.
PVG has continued to make significant investments across all its geographical territories to ensure that it remains at the forefront in working with veterinary practices to deliver preventative healthcare programmes for pets.
Our operating model
Our core revenue is generated from processing the payments made by pet owners for their Plan via the clinics, using our own state of the art payment platform. In addition, not only does our business model allow us to generate income from processing payments, but we can also add further value by applying our expertise and knowledge of veterinary markets to help produce significant, tangible benefits for our clients and strategic supply partners.
We continue to invest in the solutions we offer our customers to help drive greater efficiency through the transaction process. Our Global Transaction Platform ("Platform") delivers a high-quality customer experience, enabling the collection of payments across the globe and provides real-time access to client records and regular management reporting. We believe this provides a technical competitive advantage to ensure our services meet customers' expectations to provide them with flexible and effective solutions.
Our knowledgeable sales and training teams assist customers with Plan design, point of sale marketing and staff training. We provide advice on what to include as part of the Plan based on our experience and market expertise. We ensure we keep Plans simple and flexible for the client whilst also ensuring Plans remain price competitive and generate bottom-line growth for the veterinary clinics.
Once a Plan has been structured, we launch the customer's plan on our Platform and train their staff through one-to-one field-based training. We also provide continuous training and post-launch support which delivers an end-to-end solution and results for our customers and pet owners. Should customers and pet owners choose to, they can also benefit from our text messaging reminder service to ensure they never miss out on the benefits that the Plan provides.
Market overview
Our operations and performance in the UK
In the UK, PPCP revenues are up by 6% to GBP1,985k (2017: GBP1,873k - up by 17% on 2016). The increase in revenues from veterinary clinics driven by the continued growth in pets on plan is partially offset by a reduction in revenues from other third parties. EBITDA generated by the PPCP business in the UK has decreased by 13% to GBP540k (2017: GBP622k). This decrease is due to the reduction in the rate of revenue growth noted above and the increased allocation of back office administration costs following the disposal of the Buying Group in the prior year.
UK
The UK business has grown the number of pets on plan from 156,000 to 193,000 representing a 24% growth on the same period last year.
The UK business is well established, cash generative and continues to see opportunities for growth from its existing customer base and new customer opportunities. We continue to work with customers to enhance the quality of real time information provided by our Platform on the performance of PPCP in each clinic.
The UK business currently has 697 clinics signed up to the Premier Pet Care Plan and management recognises that there are good opportunities for further growth both within the UK independent veterinary market of approximately 3,500 clinics, by partnering with leading UK corporate groups and by leveraging the strategic relationships the business has with manufacturers and distributors.
Our operations and performance in Europe
Solid progress has been made in the number of pets on plan across Europe during the financial year. The business continues to keep under careful review the current political and financial uncertainties as the UK transitions toward leaving the EU. Despite this we believe we can continue to maintain our existing operations and will continue to pursue and drive our strategy forwards in our current and any future European territories.
Our operations in Europe have continued to see an increase in the number of pets on plan from 28,000 to 42,000, representing a 50% increase on the same period last year. In Europe, revenues are up by 64% to GBP808k (2017: GBP493k). The EBITDA loss in Europe improved from GBP983k to GBP775k.
Overall the performance of the European business for the current financial year is in line with management's expectations. However, the pressures on growth in the Netherlands are expected to slow overall growth in Europe in the future.
EUROPE
The Group's most significant territory in Europe is the Netherlands which, as anticipated, has started to become cash generative during the latter part of the financial year. Huisdieren Zorg Plan ("HZP"), in the Netherlands was launched during 2015. The number of pets on plan has grown by 38% to 33,000 as at 30 September 2018 (30 September 2017: 24,000). The Group is contracted with over 250 clinics, representing approximately 25% of the clinics in the Dutch market. In the last 12 months, there have been increased levels of clinic acquisitions by corporate veterinary groups. This presents both opportunities and threats for the Group's operation but as a consequence some reduction in future rates of growth are expected.
Substantial opportunities remain available for further growth in the Dutch market. The available market for preventative healthcare programmes for pets across the Netherlands is estimated at 1,100 veterinary practices, and an estimated 1.6 million dogs and 2.6 million cats (Source: FEDIAF - 2012).
Our operation in France is branded as Premier Veto Plan ("PVP") through which there were 7,000 pets on plan as at 30 September 2018 (30 September 2017: 1,000). The business now has 183 clinics contracted with 117 currently launched. The pipeline of clinics to launch and the strong pipeline of new sales opportunities provides encouraging signs for continued growth in this region.
The business continues to pursue opportunities in France, with an available market for preventative healthcare programmes for pets across France estimated at over 7 million dogs - similar to the UK - and over 11 million cats - more than 30% higher than the UK (Source:FACCO, France).
Our operations and performance in the USA
Operations were established in the USA during the second half of financial year 2016 and the first clinics were launched in September 2016. The business continues to work hard in the USA to focus on changes we have implemented to satisfy the specific need of the USA market.
In the USA, revenues are up by 114% to GBP359k (2017: GBP168k). The EBITDA loss improved from GBP1,895k to GBP1,438k. The improvement in the loss exceeds the increase in revenues as the business resources have been focussed in the South East and Mid-West regions of the USA.
USA
The available market for preventative healthcare programmes for pets across the USA is estimated at 70 million dogs and 74 million cats (U.S. Pet Ownership & Demographics Sourcebook 2012). The number of pets on plan increased to 9,000 as at 30 September 2018 (30 September 2017: 4,000). 158 clinics have currently launched PPCP and a further 98 clinics are awaiting implementation. This excludes any of the clinics referred to in the contract outlined below.
During the financial year, we were pleased to announce the signing of a contract with a major veterinary consolidator in the USA (the "Customer") who currently has over 140 hospitals across 25 States with in excess of 700 Full Time Veterinary Equivalents ("FTVEs"). Of these hospitals, in excess of 100 are companion animal, the target market for PVA, with a FTVE compliment of over 500. The average veterinary staffing level of the Customer's hospitals is approximately 5 FTVE, which is twice the average size of UK and USA practices currently served.
This contract, initially, was to introduce PVA's preventative healthcare programme for pets, branded "Premier Pet Care Plan" ("PPCP"), to 15 of the Customer's companion animal hospitals. The pilot has been successfully completed and forms the basis of a positive strategic alliance between the two businesses and extends the contract for a term of 3-years with a full roll-out across all existing and new companion animal hospitals.
This contract is unlike previous co-operation agreements that have been signed with distributors in the USA and will see PPCP launched in all the Customer's existing sites over a 12-month period. Furthermore, PPCP will be launched in hospitals acquired or opened by the Customer in the future throughout the contract period. As the fourth largest corporate consolidator in the USA, this represents a significant opportunity to grow our existing market share in this key territory.
Group Financial Summary Overview
The following review should be read in conjunction with the financial statements and related notes on pages 64 to 90 of the Annual Report. The Group's total revenue from continuing operations for the year ended 30 September 2018 was GBP3,152k, an increase of 24% (2017: GBP2,534k). This growth was driven by an increased number of fee generating pets on plan throughout the year.
The tables below show the revenues and operating results from each of the geographical regions in which the business now operates.
Hot Features
Premium
GBP000s Revenue
2018 2017
------ ------
PPCP - UK 1,985 1,873
------ ------
PPCP - Europe 808 493
------ ------
PPCP- USA 359 168
------ ------
Total 3,152 2,534
------ ------
GBP000s Operating profit/(loss)
2018 2017
------------ ------------
EBITDA*
------------ ------------
PPCP - UK 540 622
------------ ------------
PPCP - Europe (775) (983)
------------ ------------
PPCP- USA (1,438) (1,895)
------------ ------------
Total EBITDA from PPCP (1,673) (2,256)
------------ ------------
Central unallocated costs (1,576) (1,546)
------------ ------------
Total EBITDA from continuing operations (3,249) (3,802)
------------ ------------
One-off items - (172)
------------ ------------
Depreciation and amortisation (247) (134)
------------ ------------
Finance expenses (102) (161)
------------ ------------
Loss before income tax (3,598) (4,269)
------------ ------------
*EBITDA represents earnings before interest, tax, depreciation and amortisation
Central unallocated costs are in line with the previous year. As in the previous year the Executive Directors will not receive a bonus for the financial year ended 30 September 2018.
In the previous year, one-off items relate to expenses that were incurred in relation to (i) mobilising the cooperation agreements in the USA including significant travel, relocation and recruitment expenses and (ii) legal expenses incurred in relation to the acquisition of the competitor customer base in the Netherlands.
Interest costs for the year were GBP102k (2017: GBP161k).
The income tax credit recognised in the year represents the unwinding of the deferred tax liability recognised on rollover relief claimed in the previous financial year.
The loss from continuing operations reduced from GBP4,269k to GBP3,567k, directly as a result of the increase in revenues. Overall operating and interest costs have reduced by GBP133k.
Continued investment
The Group has invested and capitalised GBP250k (2017: GBP196k) in its bespoke software system to facilitate the worldwide operation of Premier Pet Care Plan. To further enhance its functionality the level of capital investment is expected to increase to approximately twice the current amount in the financial year ending 30 September 2019 before returning to current levels.
Funding
As at 30 September 2018, the Group held cash balances of GBP648k and had drawn down GBP1m of its GBP2.25m unsecured loan note facility with Bybrook Finance Solutions Limited ("BFSL"). A further GBP0.5m was drawn down on 1 November 2018 under this facility. Rajan Uppal, a director of PVG, is the sole shareholder and director of BFSL.
As previously announced, PVG requires additional funding to support the directors' going concern assessment, maximise the growth opportunities that the Group has developed and to reach overall profitability. A financing package has been negotiated with BFSL to provide a secured loan facility providing GBP2.0m in addition to the GBP1.5m already drawn.
The full Board has sought alternative funding options and the non-conflicted directors of PVG, have negotiated terms with BFSL on behalf of the Group. Having taken external advice and considered the possibility of raising alternative sources of finance within the timescales required the Board has concluded that the BFSL proposal is the best available at the current time and will provide the Group with the funding to maximise growth opportunities which are in the best interests of all stakeholders of the Company.
Accordingly, on 29 January 2019 the Group announced it had entered into a loan agreement with BFSL whereby BFSL has agreed to provide a committed loan facility of GBP3.85m repayable by the Group on or before 25 April 2019 with the Group having the ability to extend the repayment date to 25 January 2021 by issuing warrants to BFSL to subscribe for up to 767,347 new PVG GBP0.10 ordinary shares within 5 years of the issue of those warrants. GBP1.85m of this facility was drawn by the Group to repay the outstanding 2018 loan notes previously issued to BFSL and the arrangement fee of GBP0.35m on the new facility. The remaining GBP2.0m was drawn down on completion of the loan agreement. The balance of the 2018 loan notes is no longer available for draw down. Crossroads Finance Limited, a company jointly owned and controlled by Dominic Tonner, Chief Executive Officer of PVG, and his spouse, has participated in the funding by entering into direct arrangements with BFSL.
Pension scheme
The Group operates a defined contribution pension scheme and the pension charge represents the amounts payable by the Group to the fund and into personal arrangements in respect of the year.
Going Concern
The consolidated financial statements have been prepared on a going concern basis. The Group made a loss from continuing operations of GBP3,567k in the year ended 30 September 2018 and ended the year with net liabilities of GBP254k. As at 30 September 2018, the Group had cash and short-term deposits of GBP648k.
In order to ensure that the Group has sufficient cash resources for the foreseeable future, PVG entered into a new facility with Bybrook Finance Solutions Limited ("BFSL").
The directors consider that with its current cash reserves and the additional funds available from the committed funding facility, the Group has sufficient resources to meet all current liabilities as they fall due. After consideration of market conditions, the Group's financial position, the Group's forecasts and projections, which allow for reasonable possible changes in trading performance and after making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
Outlook
The business has recently commenced a full roll out of a significant contract in the USA. This demonstrates that the substantial and consistent investment in our global transaction platform is now delivering significant and measurable benefits with competitive advantage to our company. Furthermore, our people's focus on customer service and technical capability has enabled us to secure this contract in the face of strong competition.
The business looks forward to working with our customers to support the growth of their businesses in innovative and exciting ways. Management expect that this contract will also lead to further major opportunities for growth. The successful roll out in the USA substantially underpins PVG's growth expectations and profitability for 2019 and beyond.
I look forward to announcing future developments throughout the coming 12 months.
Dominic Tonner
Chief Executive Officer
Premier Veterinary Group plc
30 January 2019
STATEMENT OF DIRECTORS' RESPONSIBILITIES IN RESPECT OF THE FINANCIAL STATEMENTS
The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulation.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have prepared the group financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union and company financial statements in accordance with International Financial Reporting Standards ("IFRSs") as adopted by the European Union. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group and company for that period.
In preparing the financial statements, the directors are required to:
-- select suitable accounting policies and then apply them consistently;
-- state whether applicable IFRSs as adopted by the European Union have been followed for the group financial statements and IFRSs as adopted by the European Union have been followed for the company financial statements, subject to any material departures disclosed and explained in the financial statements;
-- make judgements and accounting estimates that are reasonable and prudent; and
-- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group and company's transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements and the Directors' Remuneration Report comply with the Companies Act 2006 and, as regard to the group financial statements, Article 4 of the IAS Regulation.
The directors are responsible for the maintenance and integrity of the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Directors' confirmations
The directors consider that the Annual Report and Financial Statements, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the group and company's position and performance, business model and strategy.
In the case of each director in office at the date the Directors' Report is approved:
-- so far as the director is aware, there is no relevant audit information of which the group and company's auditors are unaware; and
-- they have taken all the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the group and company's auditors are aware of that information.
By order of the Board
Graham Dick Dominic Tonner Director Director 30 January 2019 30 January 2019
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR YEARED 30 SEPTEMBER 2018
Year ended Year ended
30 September 30 September
2018 2017
Note GBP'000 GBP'000
Revenue 4 3,152 2,534
Cost of sales (165) (74)
-------------- --------------
Gross profit 2,987 2,460
Administrative expenses (6,483) (6,568)
-------------- --------------
Loss from operations (3,496) (4,108)
Finance expense (102) (161)
-------------- --------------
Loss before income tax (3,598) (4,269)
Income tax credit 31 -
-------------- --------------
Loss from continuing operations (3,567) (4,269)
Profit on discontinued operations, net
of tax - 5,890
(Loss)/profit for the year (3,567) 1,621
============== ==============
Exchange differences on translation of -
foreign operations 6
Total comprehensive (expense)/income for
the year attributable to equity holders
of the parent company (3,561) 1,621
Loss per share for loss from continuing
operations attributable to the owners of
the parent during the year:
Basic (pence) 5 (23.2) (28.2)
Diluted (pence) 5 (22.6) (27.6)
-------------- --------------
(Loss)/earnings per share for profit attributable
to the owners of the parent during the
year:
Basic (pence) 5 (23.2) 10.7
Diluted (pence) 5 (22.6) 10.5
-------------- --------------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2018
As at 30 As at 30
September September
2018 2017
Note GBP'000 GBP'000
Non-current assets
Property, plant and equipment 32 63
Other intangible assets 471 432
Total non-current assets 503 495
Current assets
Trade and other receivables 6 534 705
Cash and cash equivalents 648 3,218
----------- -----------
Total current assets 1,182 3,923
Total assets 1,685 4,418
=========== ===========
Equity attributable to equity holders of
the Company
Called up share capital 1,535 1,535
Share premium 5 5
Share based payments reserve 35 35
Reverse acquisition reserves 3,671 3,671
Accumulated losses (5,500) (1,939)
----------- -----------
Total equity (254) 3,307
Current liabilities
Trade and other payables 703 845
Current tax liabilities 133 132
Total current liabilities 836 977
Non-current liabilities
Loans and borrowings 7 1,000 -
Deferred tax provision 103 134
----------- -----------
Total non-current liabilities 1,103 134
Total liabilities 1,939 1,111
Total equity and liabilities 1,685 4,418
=========== ===========
The financial statements were approved and authorised for issue by the Board and authorised for issue on 30 January 2019. They were signed on its behalf:
Dominic Tonner Graham Dick Director Director 30 January 2019 30 January 2019
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEARED 30 SEPTEMBER 2018
Share
Called based Reverse
up Share Share payments acquisition Accumulated Total
capital premium reserve reserve losses equity
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance as at 1 October
2016 1,491 1 35 3,671 (3,560) 1,638
Transactions with owners:
Shares issued (options exercised) 44 4 - - - 48
Profit and total comprehensive
income for the year: - - - - 1,621 1,621
Balance as at 30 September
2017 and 1 October 2017 1,535 5 35 3,671 (1,939) 3,307
Loss for the year: - - - - (3,567) (3,567)
Other comprehensive income
for the year: - - - - 6 6
Balance as at 30 September
2018 1,535 5 35 3,671 (5,500) (254)
========== ========= ========== ============= ============ ========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR YEARED 30 SEPTEMBER 2018
Year ended Year ended
30 September 30 September
2018 2017
GBP'000 GBP'000
Cash flows from:
Continuing operating activities
Loss before income tax (3,598) (4,269)
Finance expense 102 161
Depreciation of property, plant and equipment 36 26
Amortisation of intangible assets 211 108
Decrease in trade and other receivables 181 14
Decrease in trade and other payables (140) (88)
------------- -------------
Cash used in continuing operations (3,208) (4,048)
Discontinued operating activities - 338
------------- -------------
Cash used in operations (3,208) (3,710)
Income taxes - -
------------- -------------
Net cash used in operating activities (3,208) (3,710)
Investing activities
Purchase of property, plant and equipment (10) (25)
Purchase of intangible assets (250) (251)
------------- -------------
Net cash used in continuing investing
activities (260) (276)
Discontinued investing activities - 6,963
------------- -------------
Net cash (used in)/generated from investing
activities (260) 6,687
Financing activities
Issue of new shares (net of costs) - 48
Loan notes issued and other loans received 1,000 350
Repayment of loan notes - (1,250)
Interest paid (102) (161)
------------- -------------
Net cash generated from/(used in) financing
activities 898 (1,013)
Net (decrease)/increase in cash and cash
equivalents (2,570) 1,964
Cash and cash equivalents at beginning
of year 3,218 1,254
Cash and cash equivalents at end of year 648 3,218
============= =============
Shown as:
Cash and cash equivalents 648 3,218
============= =============
SELECTED NOTES TO THE FINANCIAL INFORMATION
1 Presentation of financial information
These results for the year ended 30 September 2018 are an excerpt from the Annual Report and do not constitute the Company's statutory accounts for the year ended 30 September 2018. PricewaterhouseCoopers LLP reported on the accounts for the year ended 30 September 2018. Their report for the year ended 30 September 2018 was unqualified and did not contain statements under Sections 498(2) or (3) of the Companies Act 2006 or equivalent preceding legislation.
Whilst the financial information included in this annual results release has been prepared in accordance with International Financial Reporting Standards ("IFRS") adopted by the European Union, this announcement does not itself contain sufficient information to comply with IFRS. Full Financial Statements that comply with IFRS are included in the Annual Report which will be available at www.premiervetgroup.co.uk and hard copies distributed in due course.
2 Going concern
The consolidated financial statements have been prepared on a going concern basis. The Group made a loss from continuing operations of GBP3,567k in the year ended 30 September 2018 and ended the year with net liabilities of GBP254k. As at 30 September 2018, the Group had cash and short-term deposits of GBP648k.
On 25 January 2019 the Group entered into a loan agreement with Bybrook Finance Solutions Limited ("BFSL") whereby BFSL has agreed to provide a committed loan facility of GBP3.85m repayable by the Group on or before 25 April 2019 with the Group having the ability to extend the repayment date to 25 January 2021 by issuing warrants to BFSL to subscribe for up to 767,347 new PVG GBP0.10 ordinary shares within 5 years of the issue of those warrants. GBP1.85m of this facility was drawn by the Group to repay the outstanding 2018 loan notes previously issued to BFSL and the arrangement fee of GBP0.35m on the new facility. The remaining GBP2.0m was drawn down on completion of the loan agreement. The balance of the 2018 loan notes is no longer available for draw down. Rajan Uppal, a director of the Company, is the sole shareholder and director of BFSL. Crossroads Finance Limited, a company jointly owned and controlled by Dominic Tonner, Chief Executive Officer of PVG, and his spouse, has taken part in the PVG funding by entering into direct arrangements with BFSL. Further information relating to the arrangements with BFSL is set out in note 24 to the financial statements.
The directors consider that with its current cash reserves and the additional funds available from the new committed funding facility outlined above that the Group has sufficient resources to meet all current liabilities as they fall due. After consideration of market conditions, the Group's financial position, the Group's forecasts and projections, which allow for reasonable possible changes in trading performance and after making enquiries, the directors have a reasonable expectation that the Group and the Company have adequate resources to continue in operational existence for the foreseeable future. For these reasons, the directors continue to adopt the going concern basis in preparing the financial statements.
3 Employee remuneration
Year ended 30 September 2018 Year ended 30 September 2017
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Wages and salaries 3,126 - 3,126 3,491 106 3,597
Social security costs 503 - 503 242 17 259
Other pension costs 66 - 66 30 - 30
Total 3,695 - 3,695 3,763 123 3,886
----------- ------------- -------- ----------- ------------- --------
The average monthly number of employees during the year was as follows:
Year ended 30 September 2018 Year ended 30 September 2017
Continuing Discontinued Total Continuing Discontinued Total
Directors 5 - 5 6 - 6
Management 7 - 7 7 1 8
Finance 5 - 5 5 1 6
IT 4 - 4 4 - 4
Customer Services 7 - 7 8 - 8
Sales 9 - 9 10 - 10
Trainers 18 - 18 18 - 18
----------- ------------- ------ ----------- ------------- ------
Total 55 - 55 58 2 60
----------- ------------- ------ ----------- ------------- ------
4 Segmental reporting
Management have defined operating segments as those on which results are considered by the Management team. Central administrative expenses (including amortisation, impairment and depreciation), finance costs and income tax expenses are monitored centrally and are not allocated to operating segments. Further to this, assets and liabilities are not allocated to operating segments as they are shared by the Group. All Group Non-Current assets are located in the UK. These operating segments are monitored, and strategic decisions are made on the basis of adjusted segment operating results.
The Premier Pet Care Plan ("PPCP") business is organised in three geographical regions as follows:
-- PPCP United Kingdom -- PPCP Europe (including Republic of Ireland) -- PPCP USA
All revenue is derived from external customers.
Prior to disposal the Premier Buying Group was a separate operating segment.
Total Continuing Discontinued
PPCP UK PPCP Europe PPCP USA operations operations Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 September
2018
Group's revenue
per consolidated
statement of comprehensive
income 1,985 808 359 3,152 - 3,152
Gross profit 1,939 761 287 2,987 - 2,987
Administrative
expenses (1,517) (1,635) (1,755) (4,907) - (4,907)
-------- ------------ --------- ----------------- ------------- --------
Profit/(loss) before
central costs 422 (874) (1,468) (1,920) - (1,920)
Central unallocated
administrative
costs (1,576) - (1,576)
Finance expense (102) - (102)
(Loss)/Profit before
income tax (3,598) - (3,598)
================= ============= ========
Year ended 30 September
2017
Group's revenue
per consolidated
statement of comprehensive
income 1,873 493 168 2,534 579 3,113
======== ============ ========= ================= ============= ========
Gross profit 1,839 467 154 2,460 579 3,039
Administrative
expenses (1,266) (1,533) (2,223) (5,022) (276) (5,298)
-------- ------------ --------- ----------------- ------------- --------
Profit/(loss) before
central costs 573 (1,066) (2,069) (2,562) 303 (2,259)
Central unallocated
administrative
costs (1,546) - (1,546)
Gain on disposal - 5,843 5,843
Finance expense (161) - (161)
Tax on gain on
disposal - (256) (256)
----------------- ------------- --------
(Loss)/Profit before
income tax (4,269) 5,890 1,621
================= ============= ========
Year Year
ended 30 ended 30
September September
2018 2017
Revenue GBP'000 GBP'000
Denmark 24 46
Ireland 21 19
Netherlands 537 394
France 225 32
Germany 1 2
USA 359 168
UK 1,985 1,873
------------ ----------
Continuing 3,152 2,534
Discontinued - UK - 579
Total 3,152 3,113
============ ==========
5 Earnings per share
The calculation of the basic earnings per share is based on the earnings attributable to ordinary shareholders divided by the weighted average number of shares in issue during the year. For the purposes of this calculation, the weighted average number of shares is the number of ordinary shares in the year.
Diluted earnings per share are calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all potentially dilutive ordinary shares.
Year ended 30 September 2018 Year ended 30 September 2017
Continuing Discontinued Total Continuing Discontinued Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
(Loss)/Profit for the year (3,567) - (3,567) (4,269) 5,890 1,621
No. No. No. No. No. No.
Weighted average number of shares
used in basic earnings per share 15,346,950 15,346,950 15,346,950 15,130,373 15,130,373 15,130,373
Effect of dilutive potential
ordinary shares from share
options and warrants 399,035 399,035 399,035 348,595 348,595 348,595
------------ ------------- ----------- ----------- ------------- -----------
Weighted average number of shares
used in diluted earnings per
share 15,745,985 15,745,985 15,745,985 15,478,968 15,478,968 15,478,968
------------ ------------- ----------- ----------- ------------- -----------
6 Trade and other receivables
As at 30 September 2018 As at 30 September 2017
GBP'000 GBP'000
Trade receivables 286 457
Other receivables 39 -
Prepayments and accrued income 209 248
------------------------ ------------------------
534 705
------------------------ ------------------------
All amounts are considered to be receivable within one year. The net carrying value of trade and other receivables is considered a reasonable approximation of fair value.
The ageing analysis of trade receivables is as follows. Management considers GBP36k (2017: GBPNil) of the Group's receivables to be impaired and has deducted this amount from the 'more than 12 months' row in arriving at the following.
As at 30 As at
September 30 September
2018 2017
GBP'000 GBP'000
Up to 3 months 80 223
3 to 6 months 46 234
6 to 12 months 124 -
More than 12 months 36 -
----------- --------------
286 457
----------- --------------
Trade and other receivables have not been discounted. The accrued income has not been discounted.
7 Loans and borrowings
As at 30 As at 30
September September
2018 2017
GBP'000 GBP'000
Non-current
Loan notes 1,000 -
1,000 -
------ ---
On the 1 June 2018 the Company issued GBP500,000 of unsecured loan notes to Bybrook Finance Services Limited ("BFSL"). On 3 September 2018, the Company issued a further GBP500,000 of unsecured loan notes to BFSL. The Company has the right to repay the loan notes in full or in part before maturity. These loan notes are due for repayment 24 months after the draw down date. Further details in respect of the loan notes are provided in note 21 to the financial statements.
These notes have been refinanced under the new loan facility announced 29 January 2019 as described in note 24 to the financial statements.
As at 30 September 2018 As at 30 September 2017
Ageing of loan notes: GBP'000 GBP'000
Repayable within 1 - 2 years 1,000 -
1,000 -
------------------------ ------------------------
8 Called up share capital
Ordinary shares Total
No. GBP'000 GBP'000
Shares at 1 October
2016 (Ordinary 10
pence) 14,907,433 1,491 1,491
Share options and
warrants exercised 439,517 44 44
Shares at 1 October
2017 (Ordinary 10
pence) 15,346,950 1,535 1,535
Share options and
warrants exercised - - -
Shares at 30 September
2018 (Ordinary 10
pence) 15,346,950 1,535 1,535
=========== ======== ========
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
FR CKKDNFBKDDDN
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January 31, 2019 02:00 ET (07:00 GMT)
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