TIDMPVG
RNS Number : 6385B
Premier Veterinary Group PLC
31 January 2020
PREMIER VETERINARY GROUP PLC
PRELIMINARY ANNOUNCEMENT
AUDITED FINAL RESULTS FOR THE YEARED 30 SEPTEMBER 2018
London, UK, 31 January 2020 - Premier Veterinary Group plc (LSE:
PVG) ("PVG" or the "Company") today announces its audited results
for the year ended 30 September 2019.
2019 HIGHLIGHTS
-- 22% increase in global revenues to GBP3,861k for the year
ended 30 September 2019 (30 September 2018: GBP3,152k).
-- 27% increase in the number of pets on plan with 311,000 on
plan at 30 September 2019 (30 September 2018: 244,000).
-- 24% increase in the number of pets on plan in the UK to
240,000 at 30 September 2019 (30 September 2018: 193,000).
-- 30% increase in the number of global monthly transactions
processed to 3,398,000 in year ended 30 September 2018 (30
September 2018: 2,616,000).
POST PERIOD HIGHLIGHTS
-- On 29 January 2020 the Group announced that an agreement had
been reached whereby BFSL has agreed to the roll up of monthly
interest payments and the extension of the repayment date of the
GBP3.85m facility and accrued interest to 31 July 2021.
-- In addition PVG entered into a further agreement with BFSL to
provide an additional secured loan facility of GBP1.1m. The first
tranche of GBP0.6m was drawn on 29 January 2020 with two further
tranches of GBP0.25m each available for draw down at PVG's request
on 22 May 2020 and 24 July 2020. These further tranches can only be
drawn by PVG if on or before 30 April 2020 it has issued BFSL with
warrants to subscribe for up to 383,673 new PVG ordinary shares of
10p each at an exercise price of 10p per share within 5 years of
the issue of any such warrants. Interest of 1% per month accrues on
the loan facility on a monthly compound basis and is added to the
total loan amount. The total loan together with accrued interest is
repayable on 30 April 2020 with an option for PVG to extend the
repayment date to 31 July 2021 by issuing the warrants referred to
above. The loan will be utilised by PVG to fund the Group's working
capital requirements including the payment of a GBP0.1m arrangement
fee payable to BFSL.
A full copy of the Company's Annual Report and Financial
Statements for the year ended 30 September 2019 (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 31 January
2020. 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. Upon
the publication of this announcement via the Regulatory Information
Service, this inside information is now considered to be in the
public domain.
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 Company'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 Company's
control that could cause the actual results, performance or
achievements of the Company 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 Company's present and
future business strategies and the environment in which the Company
will operate in the future. These forward-looking statements speak
only as at the date of this announcement. The Company 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 Company'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
The nature and organisation of veterinary pet care continues to
undergo significant change in its ownership and structure
throughout our operative markets. I am therefore pleased to be able
to report that, despite the changing environment, the Group
continues to successfully adapt and grow its business. This has
been achieved by a continued focus on delivery of its ongoing core
strategic objectives, coupled with appropriate investment in the
necessary human and technological resources.
Results
During the year ended 30 September 2019, we have increased our
total number of pets enrolled on our pet healthcare programmes
("Pets on Plan") by 27% over the previous year to a total of
311,000. This in turn has driven a 30% increase in the number of
transactions processed, with a resulting 22% uplift in total
revenue from continuing operations to GBP3.86 million accompanied
by a GBP0.64 million reduction in losses from continuing operations
to GBP2.93 million. The Board has continued to manage its cost
base, as part of which the Directors have agreed to waive until
further notice a substantial element of their remuneration.
The Board has maintained a constant review of the necessary
funding provision required to support its investment and business
development needs, including the management of its facilities with
Bybrook Finance Solutions Limited and new arrangements have been
agreed.
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.
Looking ahead
The Board remains focussed on continued growth in revenues and
control of costs in order that positive EBITDA can be achieved in
the short to medium term.
I would like to take this opportunity of expressing my thanks to
all those engaged by the Company for their continued dedication to
delivering the high standards of service expected by our customers
and also to our supportive shareholders.
Graham Dick
Chair
Premier Veterinary Group plc
31 January 2020
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 long-term relationships with global
pharmaceutical manufacturers, buying groups and distributors that
operate in the animal health sector. 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 and deliver competitive
advantage.
To develop new opportunities for growth
Notwithstanding the significant level of consolidation currently
taking place, 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
2019 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 27% on
the previous year to 311,000 from 244,000 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 operation of Premier
Pet Care Plan in the UK, Europe and the US. The Group will continue
to add functionality to the platform, after careful assessment,
with the intention of developing further revenue generating
opportunities, and delivering competitive advantage.
PVG has continued to make significant investments across the
three geographical territories in which it operates to ensure that
it remains at the forefront of 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, 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
animal health markets to 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
UK, Europe and the US 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.
Once a Plan has been structured, we launch the customer's plan
on our Platform and train their staff. We also provide continuous
training and post-launch support which delivers an end-to-end
solution and results for our partners 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 GBP2,106k (2018:
GBP1,985k - up by 6% on 2017). The increase in revenues 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 15% to GBP461k (2018:
GBP540k).
The UK business has grown the number of pets on plan from
193,000 to 240,000 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.
A new Home Delivery option has been developed for the UK market
which is in the process of implementation and is expected to
enhance service, bond our customers and provide growth
opportunities in this market.
Our operations and performance in Europe
Further progress has been made in the number of pets on plan in
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.
Our operations in Europe have continued to see an increase in
the number of pets on plan from 42,000 to 52,500, representing a
25% increase on the same period last year. In Europe, revenues are
up by 14% to GBP924k (2018: GBP808k). The EBITDA loss in Europe
improved from GBP775k to GBP593k.
The Group's most significant territory in Europe is the
Netherlands which, as anticipated, 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 11% to 36,500 as at 30
September 2019 (30 September 2018: 33,000). In the last 12 months,
there have been increased levels of clinic acquisition by corporate
veterinary groups. This presents both opportunities and threats for
the Group's operation but as a consequence some reduction in rates
of growth are expected in the future, and to recognise this shift
in the market a new strategy has been implemented whereby the
territory is now managed from the UK which has resulted in a
significant reduction in costs. Opportunities regarding a Home
Delivery option for this territory are being pursued to further
secure our business moving forward.
Our operation in France is branded as Premier Veto Plan ("PVP")
through which there were 14,000 pets on plan as at 30 September
2019 (30 September 2018: 7,000). 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 plans 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 and the revised strategy of focussing on corporate owned
groups, with introductions provided by the major pharmaceutical
companies, is beginning to deliver significant growth
During the financial year ended 30 September 2018, we were
pleased to announce the signing of a contract with a major
veterinary consolidator in the USA who currently has over 200
hospitals across 25 States. Of these hospitals, in excess of 160
are companion animal, the target market for PVA and plans have been
launched in 74 of their hospitals so far. The average size of these
hospitals is larger than the average size of UK and USA practices
currently served.
The available market for preventative healthcare programmes for
pets across the USA is estimated at 70 million dogs and 74 million
cats (US Pet Ownership & Demographics Sourcebook 2012). The
number of pets on plan increased to 19,000 as at 30 September 2019
(30 September 2018: 9,000).
Revenues are up by 131% to GBP831k (2018: GBP359k) and the
EBITDA loss improved from GBP1,438k to GBP678k.
Group Financial Summary Overview
The following review should be read in conjunction with the
financial statements and related notes of this Annual Report. The
Group's total revenue from continuing operations for the year ended
30 September 2019 was GBP3,861, an increase of 22% (2018:
GBP3,152k). 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.
GBP000s Revenue
2019 2018
------ ------
PPCP - UK 2,106 1,985
------ ------
PPCP - Europe 924 808
------ ------
PPCP - USA 831 359
------ ------
Total 3,861 3,152
------ ------
GBP000s Operating Profit/(Loss)
2019 2018
------------ ------------
EBITDA*
------------ ------------
PPCP - UK 461 540
------------ ------------
PPCP - Europe (593) (775)
------------ ------------
PPCP - USA (678) (1,438)
------------ ------------
Total EBITDA from PPCP (810) (1,673)
------------ ------------
Central unallocated costs (1,480) (1,576)
------------ ------------
Total EDITDA from continuing
operations (2,290) (3,249)
------------ ------------
Depreciation and amortisation (165) (247)
------------ ------------
Finance Expenses (504) (102)
------------ ------------
Loss before Income Tax (2,959) (3,598)
------------ ------------
* EBITDA represents earnings before interest, tax, depreciation
and amortisation.
Central unallocated costs have reduced by GBP139k relative to
the previous year. As in the previous year the Executive Directors
will not receive a bonus for the financial year ended 30 September
2019.
Finance costs for the year were GBP504k (being GBP385k of
interest and GBP119k of amortised arrangement fees) (2018: GBP102k
of interest only).
The loss from continuing operations reduced from GBP3,567k to
GBP2,926k, directly as a result of the increase in revenues and
concerted effort to challenge and reduce the groups relative cost
base. Overall operating costs have reduced by GBP449k whilst
interest costs have increased by GBP402k.
Continued investment
The Group has invested and capitalised GBP141k (2018: GBP250k)
of costs relating to its bespoke software system to facilitate the
operation of Premier Pet Care Plan in the UK, Europe and the US.
This level of investment is expected to be repeated in the current
financial year as further enhancements and services are
developed.
Funding
As at 30 September 2019, the Group held cash balances of GBP686k
and had outstanding loan facility liabilities of GBP3.85m with
Bybrook Finance Solutions Limited ("BFSL"). Rajan Uppal, a director
of PVG, 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,
participated in the funding of the facility by entering into direct
arrangements with BFSL.
As previously announced, PVG requires additional funding to
support the directors' going concern assessment, continue to
maximise the growth opportunities that the Group has developed and
to reach overall profitability.
The full Board 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 concluded that the BFSL proposal
is the best available at the current time and will provide the
Group with the funding to realise growth opportunities which are in
the best interests of all stakeholders of the Company.
On 29 January 2020 the Group announced that an agreement had
been reached whereby BFSL has agreed to the roll up of monthly
interest payments and the extension of the repayment date of the
GBP3.85m facility and accrued interest to 31 July 2021.
In addition PVG entered into a further agreement with BFSL to
provide an additional secured loan facility of GBP1.1m. The first
tranche of GBP0.6m was drawn on 29 January 2020 with two further
tranches of GBP0.25m each available for draw down at PVG's request
on 22 May 2020 and 24 July 2020. These further tranches can only be
drawn by PVG if on or before 30 April 2020 it has issued BFSL with
warrants to subscribe for up to 383,673 new PVG ordinary shares of
10p each at an exercise price of 10p per share within 5 years of
the issue of any such warrants. Interest of 1% per month accrues on
the loan facility on a monthly compound basis and is added to the
total loan amount. The total loan together with accrued interest is
repayable on 30 April 2020 with an option for PVG to extend the
repayment date to 31 July 2021 by issuing the warrants referred to
above. The loan will be utilised by PVG to fund the Group's working
capital requirements including the payment of a GBP0.1m arrangement
fee payable to BFSL. Full details of the terms of the loan
facilities can be found in note 24 to the financial statements.
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 GBP2,926k in the year ended 30 September 2019 and
ended the year with net liabilities of GBP3,239k. As at 30
September 2019, the Group had cash and short-term deposits of
GBP686k.
In order to ensure that the Group has sufficient cash resources
for the foreseeable future, PVG has entered into a new facility
with Bybrook Finance Solutions Limited ("BFSL") on 29 January 2020
and agreed the deferral of interest and extension of the repayment
date of its existing GBP3.85m facility. The terms of the loan
facility are outlined in note 24 to the financial statements.
The Board considers that with its current cash reserves and the
additional funds available from the new facility, after running
various sensitivity analyses including ones with moderate growth
and the implementation of further cost savings initiatives, 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 Board 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 Board continues to adopt the going
concern basis in preparing the financial statements.
Outlook
The business continues to develop its corporate agreements in
the USA. This, along with the new service strategy in the
Netherlands and continued growth in pets on plan in France and the
UK 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 deliver and adapt our strategy in the
face of strong competition whilst continuing to deliver significant
growth.
The business looks forward to working with our partners to
support the growth of their businesses in innovative and exciting
ways.
We look forward to announcing further developments throughout
the coming 12 months.
Dominic Tonner
Chief Executive Officer
Premier Veterinary Group plc
31 January 2020
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 also responsible for safeguarding the assets
of the group and company and hence for taking reasonable steps for
the prevention and detection of fraud and other irregularities.
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
regards 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
Each of the directors, whose names and functions are listed in
the Corporate Governance Statement confirm that, to the best of
their knowledge:
-- the company financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
loss of the company;
-- the group financial statements, which have been prepared in
accordance with IFRSs as adopted by the European Union, give a true
and fair view of the assets, liabilities, financial position and
loss of the group; and
-- the Directors' Report includes a fair review of the
development and performance of the business and the position of the
group and company, together with a description of the principal
risks and uncertainties that it faces.
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
31 January 2020 31 January 2020
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR YEARED 30 SEPTEMBER 2019
Year Year
ended 30 ended 30
September September
2019 2018
Note GBP'000 GBP'000
Revenue 7 3,861 3,152
Cost of sales (282) (165)
----------- -----------
Gross profit 3,579 2,987
Administrative expenses (6,034) (6,483)
----------- -----------
Loss from operations 4 (2,455) (3,496)
Finance expense 8 (504) (102)
----------- -----------
Loss before income tax (2,959) (3,598)
Income tax credit 33 31
----------- -----------
Loss from continuing operations (2,926) (3,567)
Profit on discontinued operations, net
of tax 3,861 3,152
Loss for the year (282) (165)
=========== ===========
Exchange differences on translation of
foreign operations (59) 6
Total comprehensive expense for the year
attributable to equity holders of the parent
company (2,985) (3,561)
Loss per share for profit attributable
to the owners of the parent during the
year:
Basic (pence) 10 (19.5) (23.2)
Diluted (pence) 10 (18.9) (22.6)
----------- -----------
CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2019
As at 30 As at 30
September September
2019 2018
Note GBP'000 GBP'000
Non-current assets
Property, plant and equipment 11 23 32
Other intangible assets 12 474 471
Total non-current assets 497 503
Current assets
Trade and other receivables 14 569 534
Cash and cash equivalents 23 686 648
----------- -----------
Total current assets 1,255 1,182
Total assets 1,752 1,685
=========== ===========
Equity attributable to equity holders of
the Company
Called up share capital 17 1,535 1,535
Share premium 5 5
Share based payments reserve 35 35
Reverse acquisition reserves 3,671 3,671
Accumulated losses (8,485) (5,500)
----------- -----------
Total equity (3,239) (254)
Current liabilities
Trade and other payables 15 938 703
Current tax liabilities 133 133
Total current liabilities 1,071 836
Non-current liabilities
Loans and borrowings 16 3,850 1,000
Deferred tax provision 19 70 103
----------- -----------
Total non-current liabilities 3,920 1,103
Total liabilities 4,991 1,939
Total equity and liabilities 1,752 1,685
=========== ===========
The financial statements were approved and authorised for issue
by the Board and authorised for issue on 31 January 2020. They were
signed on its behalf:
Dominic Tonner
Director
31 January 2020
CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR YEARED 30 SEPTEMBER 2019
Called Share
up based Reverse
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
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)
Loss for the year: - - - - (2,926) (2,926)
Other comprehensive income
for the year: - - - - (59) (59)
Balance as at 30 September
2019 1,535 5 35 3,671 (8,485) (3,239)
========= ========= ========== ============= ============ ========
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR YEARED 30 SEPTEMBER 2019
Year ended Year ended
30 September 30 September
2019 2018
GBP'000 GBP'000
Cash flows from:
Continuing operating activities
Loss before income tax (2,959) (3,598)
Finance expense 504 102
Differences on translation of operations (59) -
in foreign currencies
Depreciation of property, plant and equipment 28 36
Amortisation of intangible assets 137 211
Decrease in trade and other receivables 196 181
Decrease in trade and other payables 235 (140)
-------------------------- --------------------------
Cash used in operations (1,918) (3,208)
Income taxes - -
-------------------------- --------------------------
Net cash used in operating activities 1,918) (3,208)
Investing activities
Purchase of property, plant and equipment (19) (10)
Purchase of intangible assets (140) (250)
-------------------------- --------------------------
Net cash used in continuing investing
activities (159) (260)
Financing activities
Loan notes issued and other loans received 3,850 1,000
Repayment of loan notes (1,000) -
Payment of loan arrangement fee (350) -
Interest paid (385) (102)
-------------------------- --------------------------
Net cash generated from financing activities 2,115 898
Net (decrease)/increase in cash and cash
equivalents 38 (2,570)
Cash and cash equivalents at beginning
of year 648 3,218
Cash and cash equivalents at end of year 686 648
========================== ==========================
Shown as:
Cash and cash equivalents 686 648
========================== ==========================
SELECTED NOTES TO THE FINANCIAL INFORMATION
1 Presentation of financial information
These results for the year ended 30 September 2019 are an
excerpt from the Annual Report and do not constitute the Company's
statutory accounts for the year ended 30 September 2019.
PricewaterhouseCoopers LLP reported on the accounts for the year
ended 30 September 2019. Their report for the year ended 30
September 2019 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 GBP2,926k in the year ended 30 September 2019 and
ended the year with net liabilities of GBP3,239k. As at 30
September 2019, the Group had cash and short term deposits of
GBP686k.
On 29 January 2020 the Group announced that an agreement had
been reached whereby BFSL has agreed to the roll up of monthly
interest payments and the extension of the repayment date of the
GBP3.85m facility and accrued interest to 31 July 2021.
In addition PVG entered into a further agreement with BFSL to
provide an additional secured loan facility of GBP1.1m. The first
tranche of GBP0.6m was drawn on 29 January 2020 with two further
tranches of GBP0.25m each available for draw down at PVG's request
on 22 May 2020 and 24 July 2020. These further tranches can only be
drawn by PVG if on or before 30 April 2020 it has issued BFSL with
warrants to subscribe for up to 383,673 new PVG ordinary shares of
10p each at an exercise price of 10p per share within 5 years of
the issue of any such warrants. Interest of 1% per month accrues on
the loan facility on a monthly compound basis and is added to the
total loan amount. The total loan together with accrued interest is
repayable on 30 April 2020 with an option for PVG to extend the
repayment date to 31 July 2021 by issuing the warrants referred to
above. The loan will be utilised by PVG to fund the Group's working
capital requirements including the payment of a GBP0.1m arrangement
fee payable to BFSL. 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, took part in the PVG
funding of the GBP3.85m facility by entering into direct
arrangements with BFSL. Further information relating to the
arrangements with BFSL is set out in note 24.
The directors consider that with its current cash reserves and
the additional funds available from the new facility, the Group has
sufficient resources after running various sensitivity analyses
including ones with moderate growth and the implementation of
further cost savings initiatives, 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 Year
ended 30 September 2019 ended 30
September
2018
GBP'000 GBP'000
Wages and salaries 2,781 3,126
Social security costs 388 503
Other pension costs 91 66
3,260 3,695
------------------------- -----------
The average monthly number of employees during the year was as
follows:
Year Year
ended 30 September 2019 ended 30 September 2018
Directors 5 5
Management 6 7
Finance 5 5
IT 4 4
Customer Services 8 7
Sales 4 9
Trainers 19 18
------------------------- -------------------------
Total 51 55
------------------------- -------------------------
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. 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.
PPCP UK PPCP Europe PPCP US Total
GBP'000 GBP'000 GBP'000 GBP'000
Year ended 30 September 2019
Group's revenue per consolidated statement
of comprehensive income 2,106 924 831 3,861
Gross profit 2,045 870 664 3,579
Administrative expenses (1,686) (1,537) (1,374) (4,597)
-------- ------------ -------- ----------
Profit/(loss) before central costs 359 (667) (710) (1,018)
Central unallocated administrative
costs (1,437)
Finance expense (504)
Loss before income tax (2,959)
==========
Year ended 30 September 2018
Group's revenue per consolidated statement
of comprehensive income 1,985 808 359 3,152
-------- ------------ -------- ----------
Gross profit 1,939 761 287 2,987
Administrative expenses (1,517) (1,635) (1,755) (4,907)
-------- ------------ -------- ----------
Profit/(loss) before central costs 422 (874) (1,468) (1,920)
Central unallocated administrative
costs (1,576)
Finance expense (102)
Loss before income tax (3,598)
==========
Year Year
ended
ended 30 30
September September
2019 2018
Revenue GBP'000 GBP'000
Denmark 9 24
Ireland 20 21
Netherlands 600 537
France 294 225
Germany 1 1
USA 831 359
UK 2,106 1,985
-------------- ---------------
Total 3,861 3,152
============== ===============
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 period, excluding deferred
shares.
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 2019 Year ended 30 September 2018
GBP'000 GBP'000
Total comprehensive loss for the year (2,985) (3,561)
No. No.
Weighted average number of shares used in basic
earnings per share 15,346,950 15,346,950
Effect of dilutive potential
ordinary shares from share options and warrants 418,552 399,035
----------------------------- -----------------------------
Weighted average number of shares used in diluted
earnings per share 15,765,502 15,745,985
----------------------------- -----------------------------
6 Trade and other receivables
As at 30 September 2019 As at 30 September 2018
GBP'000 GBP'000
Trade receivables 148 286
Other receivables 31 39
Prepayments and accrued income 390 209
------------------------ ------------------------
569 534
------------------------ ------------------------
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 GBP20k (2017: GBP36k) 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
2019 2018
GBP'000 GBP'000
Up to 3 months 33 80
3 to 6 months 7 46
6 to 12 months 19 124
More than 12 months 89 36
----------- --------------
148 286
----------- --------------
Trade and other receivables have not been discounted. The
accrued income has not been discounted.
7 Loans and borrowings
As at 30 September 2018 As at 30 September 2017
GBP'000 GBP'000
Non-current
Loan notes 3,850 1,000
3,850 1,000
------ ------
On the 25 January 2019 the Company entered into a term loan
facility of GBP3,850,000 with Bybrook Financial Services Limited
("BFSL") whilst simultaneously repaying the previously issued
GBP1,000,000 loan notes to BFSL. The company has the right to repay
the facility in full or in part before maturity. The loan is due
for repayment 24 months after the drawdown date. Further details in
respect of the loan are provided in note 21.
.
As at 30 September 2018 As at 30 September 2017
Ageing of bank and other loans: GBP'000 GBP'000
Repayable within 1 - 2 years 3,850 1,000
3,850 1,000
------------------------ ------------------------
8 Called up share capital
Ordinary shares Total
No. GBP'000 GBP'000
Shares at 1 October
2017 (Ordinary 10
pence) 15,346,950 1,535 1,535
Share options and - - -
warrants exercised
Shares at 1 October
2018 (Ordinary 10
pence) 15,346,950 1,535 1,535
Share options and - - -
warrants exercised
Shares at 30 September
2019 (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 UAONRRUUAOAR
(END) Dow Jones Newswires
January 31, 2020 11:52 ET (16:52 GMT)
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