Financial Statements and Dividend Announcement For Financial Year Ended 31 December ("FY") 2015
Part I Information Required for the Announcement of Full Year Results
1(a)(i)
Group
FY2015 FY2014 Increase/
Unaudited Audited (Decrease)
S$ S$ % Revenue 11,071,314 11,000,208 0.6 Cost of sales (8,147,000) (7,847,639) 3.8 Gross profit 2,924,314 3,152,569 (7.2) Other income 62,462 62,850 (0.6) Expenses
Selling and distribution expenses (1,042,331) (643,124) 62.1
Administration expenses (2,194,741) (2,021,781) 8.6
Finance expenses (59,553) (60,182) (1.0)
(Loss)/profit before taxation (309,849) 490,332 NM
Income tax expense (9,335) (9,625) (3.0)
(Loss)/profit for the year (319,184) 480,707 NM
Other comprehensive income for the year - -
-Total comprehensive income for the year (319,184) 480,707 NM
(Loss)/profit for the year attributable to:
Owners of the Company (309,483) 480,707 NM
Non-controlling interests (9,701) - NM
(319,184)
480,707 NM NM denotes not meaningful
1(a)(ii)
Depreciation of property, plant and equipment 216,589 199,541 8.5
Net foreign exchange loss 17,718 9,185 92.9
Finance expenses 59,553 60,182 (1.0) Government grants 24,489 13,875 76.5 53,283 - NM Write-down of inventories 73,010 - NM 15,146 - NM Over provison of income tax expenses in respect of prior year (738) (2,017) NM
NM denotes not meaningful
The contact persons for the Sponsor are Mr Khong Choun Mun, Managing Director, Equity Capital Markets and Mr David Tham, Senior Director, Equity Capital Markets, who can be contacted at 80 Raffles Place, #03-03 UOB Plaza 1, Singapore 048624, Telephone: +65 6533 9898.
This announcement has not been examined or approved by the SGX-ST. The Sponsor and the SGX-ST assume no responsibility for the contents of this announcement, including the correctness of any of the statements or opinions made or reports contained in this announcement.
This announcement has been prepared by PS Group Holdings Ltd. ("Company" and, together with its subsidiaries, the "Group") and its contents have been reviewed by the Company's sponsor, United Overseas Bank Limited (the "Sponsor"), for compliance with the relevant rules of the Singapore Exchange Securities Trading Limited (the "SGX-ST"). The Sponsor has not independently verified the contents of this announcement.
The net profit attributable to owners of the Company includes the following charges/(credits):
An income statement and statement of comprehensive income, or a statement of comprehensive income, for the group, together with a comparative statement for the corresponding period of the immediately preceding financial year.
Allowance for doubtful debts Allowance for stock obsolescence
1(b)(i)
Unaudited Audited Unaudited Audited
2015 2014 2015 2014
S$ S$ S$ S$
ASSETS Non-current assets
Investment in subsidiaries - - 7,253,522 6,803,522 Property, plant and equipment 2,990,721 3,105,661 667 1,200
2,990,721
3,105,661 7,254,189 6,804,722
Current assets
Inventories 8,077,704 7,607,227 - -Trade and other receivables 2,306,093 2,125,609 4,351,362 5,038,211 Prepayments 87,254 89,734 34,900 34,900 Cash and cash equivalents 1,487,533 2,874,965 13,275 143,188
11,958,584
12,697,535 4,399,537 5,216,299
Total assets 14,949,305 15,803,196 11,653,726 12,021,021
EQUITY AND LIABILITIES Current liabilities
Trade and other payables 2,358,760 2,542,563 66,600 174,085 Loans and borrowings 309,303 466,667 - -Income tax payable 5,256 21,024 -
-2,673,319
3,030,254 66,600 174,085
Net current assets 9,285,265 9,667,281 4,332,937 5,042,214
Non-current liabilities
Loans and borrowings 517,410 750,000 - -Deferred tax liabilities 18,146 13,328 -
-535,556
763,328 -
-Total liabilities 3,208,875 3,793,582 66,600 174,085
Net assets 11,740,430 12,009,614 11,587,126 11,846,936
Owners of the Company
Share capital 11,397,030 11,397,030 11,397,030 11,397,030 Retained earnings 6,706,607 7,016,090 190,096 449,906 Merger reserves (6,403,506) (6,403,506) - -11,700,131 12,009,614 11,587,126 11,846,936 Non-controlling interests 40,299 - - -Total equity 11,740,430 12,009,614 11,587,126 11,846,936
Total equity and liabilities 14,949,305 15,803,196 11,653,726 12,021,021
1(b)(ii)
Secured Unsecured Secured Unsecured
Group S$ S$ S$ S$
1,659,995
- 2,150,585 -Amount repayable after one year 517,410 - 750,000
-2,177,405
- 2,900,585
-Details of collaterals
Unaudited
The Group's trust receipts are secured by corporate guarantees issued by the Company while its bank borrowings are secured by (i) a first legal mortgage over the leasehold properties of the Group; and (ii) corporate guarantees issued by the Company. The Group's finance lease is secured by the relevant asset under the lease.
Audited
Amount repayable in one year or less, or on demand(1)
(1)Included in the amounts repayable in one year or less, or on demand, are trust receipts which are classified under trade and other payables in the statements of financial position.
As at 31 December 2015 As at 31 December 2014
In relation to the aggregate amount of the group's borrowings and debt securities, specify the following as at the end of the current financial period reported on with comparative figures as at the end of the immediately preceding financial year:
A statement of financial position (for the issuer and group), together with a comparative statement as at the end of the immediately preceding financial year.
Group Company
As at 31 December As at 31 December
1(c)
FY2015 FY2014
Unaudited Audited
S$ S$
Operating activities:
(Loss)/profit before taxation (309,849) 490,332
Adjustments for:
Interest income (6,089) (6,397)
Finance expenses 59,553 60,182
216,589
199,541
Allowance for stock obsolescence 53,283
-Allowance for doubtful debts 15,146
-Write-down of inventories 73,010 -(198) (906) Total adjustments 411,294 252,420 101,445 742,752
Changes in working capital:
(Increase)/decrease in inventories (596,770) 133,903
(192,844)
(102,729)
Increase in trade and other payables 150,154 168,730
Total changes in working capital (639,460) 199,904
(538,015)
942,656
Income tax paid (20,286) (114,910)
Interest received 5,783 6,456 (552,518) 834,202 Investing activities: (23,449) (225,584) ` 198 7,050
Net cash flows used in investing activities (23,251) (218,534)
Financing activities:
Net change in trust receipts (333,227) 345,596
Finance expenses paid (60,283) (61,992)
50,000
-(1,486)
-Repayment of bank loans (466,667) (1,133,333)
Net cash flows used in financing activities (811,663) (849,729)
Net decrease in cash and cash equivalents (1,387,432) (234,061)
Cash and cash equivalents at beginning 2,874,965 3,109,026
Cash and cash equivalents at end 1,487,533 2,874,965
Increase in trade and other receivables, and prepayments
A statement of cash flows (for the group), together with a comparative statement for the corresponding period of the immediately preceding financial year.
Repayment of obligations under finance lease Net cash flows (used in)/from operating activities
Proceeds from disposal of property, plant and equipment Cash (used in)/generated from operations
Depreciation of property, plant and equipment
Gain on disposal of property, plant and equipment
Operating cash flows before changes in working capital
Purchase of property, plant and equipment
1(d)(i)
Statement of changes in equity Share capital
Retained
earnings Merger reserves
Equity attributable to owners of the
Company
Non-controlling
interests Total equity
The Group S$ S$ S$ S$ S$
As at 1 January 2015 11,397,030 7,016,090 (6,403,506) 12,009,614 - 12,009,614 Capital contribution from non-controlling
interests - - - - 50,000 50,000 Total comprehensive income for the year - (309,483) - (309,483) (9,701) (319,184) As at 31 December 2015 11,397,030 6,706,607 (6,403,506) 11,700,131 40,299 11,740,430
As at 1 January 2014 11,397,030 6,535,383 (6,403,506) 11,528,907 - 11,528,907 Total comprehensive income for the year - 480,707 - 480,707 - 480,707 As at 31 December 2014 11,397,030 7,016,090 (6,403,506) 12,009,614 - 12,009,614
The Company
As at 1 January 2015 11,397,030 449,906 - 11,846,936 - 11,846,936 Total comprehensive income for the year - (259,810) - (259,810) - (259,810) As at 31 December 2015 11,397,030 190,096 - 11,587,126 - 11,587,126
As at 1 January 2014 11,397,030 427,849 - 11,824,879 - 11,824,879 Total comprehensive income for the year - 22,057 - 22,057 - 22,057 As at 31 December 2014 11,397,030 449,906 - 11,846,936 - 11,846,936 1(d)(ii) 1(d)(iii) as at 31 December 2015 2014 68,000,000 68,000,000 1(d)(iv) Not applicable. 2 3 Not applicable. 4 5
The Group has adopted all the new and revised Financial Reporting Standards ("FRS") and interpretations of FRS ("INT FRS") that are relevant to the Group and effective for the financial year beginning on 1 January 2015. The adoption of these new and revised FRS and INT FRS does not result in changes to the Group's accounting policies and has no material effect on the amounts reported for the current financial year ended 31 December 2015 or prior years.
A statement showing all sales, transfers, disposals, cancellation and/or use of treasury shares as at the end of the current financial period reported on.
A statement (for the issuer and group) showing either (i) all changes in equity or (ii) changes in equity other than those arising from capitalisation issues and distributions to shareholders, together with a comparative statement for the corresponding period of the immediately preceding financial year.
Details of any changes in the company’s share capital arising from rights issue, bonus issue, share buy-backs, exercise of share options and warrants, conversion of other issues of equity securities, issue of shares for cash or as consideration for acquisition or for any other purpose since the end of the previous period reported on. State also the number of shares that may be issued on conversion of all the outstanding convertibles, as well as the numbers of shares held as treasury shares, if any, against the total number of issued shares excluding treasury shares of the issuer, as at the end of the current financial period reported on and as at the end of the corresponding period of the immediately preceding financial year.
The figures have not been audited or reviewed by the auditors of the Company.
Attributable to owners of the Company
Where the figures have been audited or reviewed, the auditors' report (including any qualifications or emphasis of a matter).
Save as disclosed in paragraph 5 below, the Group has applied the same accounting policies and methods of computation in the Group's financial statements for the financial year ended 31 December 2015 as its most recently audited financial statements for the financial year ended 31 December 2014.
If there are any changes in the accounting policies and methods of computation, including any required by an accounting standard, what has changed, as well as the reasons for, and the effect of, the change.
The Company's issued and paid-up share capital as at 31 December 2015 and 30 June 2015 was S$11,397,030 comprising 68,000,000 ordinary shares.
Whether the figures have been audited or reviewed and in accordance with which auditing standard or practice.
Whether the same accounting policies and methods of computation as in the issuer's most recently audited annual financial statements have been applied. To show the total number of issued shares excluding treasury shares as at the end of the current financial period and as at the end of the immediately preceding year.
There are no outstanding convertibles or treasury shares held by the Company as at 31 December 2015 and 31 December 2014.
Total number of issued shares excluding treasury shares
6 Group FY2015 FY2014 Unaudited Audited (309,483) 480,707
(a) Basic earnings per share 68,000,000 68,000,000
(b) Diluted earnings per share 68,000,000 68,000,000
Earnings per ordinary share
(cents):-(0.46)
0.71
(b) On a fully diluted basis (0.46) 0.71
7
(b) immediately preceding financial year.
2015 2014 2015 2014
Unaudited Audited Unaudited Audited
17.21
17.66 17.04 17.42
8
Review of the Group's performance Revenue
Cost of sales
Gross profit
Other income
Selling and distribution expenses
Administration expenses
Finance expenses
As at 31 December
(a) any significant factors that affected the turnover, costs, and earnings of the group for the current financial period reported on, including (where applicable) seasonal or cyclical factors; and
A review of the performance of the group, to the extent necessary for a reasonable understanding of the group's business. It must include a discussion of the following:
The Group's revenue increased by approximately S$71,000 or 0.6% from S$11.0 million in FY2014 to S$11.1 million in FY2015. The increase in revenue was mainly attributable to revenue contribution from the Company's subsidiary, PS Components Pte. Ltd. ("PSC"), which was newly incorporated in February 2015 and which is engaged in the trading and wholesale of fasteners with a focus on the end-user market.
Cost of sales increased by approximately S$299,000 or 3.8% from S$7.8 million in FY2014 to S$8.1 million in FY2015. The increase in cost of sales was mainly attributable to the cost of sales from PSC.
The basic and diluted earnings per share are the same for FY2015 and FY2014 as there were no potentially dilutive instruments as at 31 December 2015 and 31 December 2014.
(a) Based on the weighted average number of ordinary shares in issue
Company As at 31 December
Net asset value (for the issuer and group) per ordinary share based on the total number of issued shares excluding treasury shares of the issuer at the end of the:
Finance expenses remained relatively stable at approximately S$60,000 in FY2015 and FY2014, respectively.
Gross profit decreased by approximately S$228,000 from S$3.2 million in FY2014 to S$2.9 million in FY2015 while gross profit margin declined from 28.7% in FY2014 to 26.4% in FY2015. The decrease in gross profit margin was mainly attributable to (i) bulk discount provided to a customer who had placed a larger order during FY2015; (ii) write down of inventories of S$73,000; (iii) the downward pressure on pricing due to increased market competition; and (iv) the strengthening of the United States dollar, in which the Group’s inventory purchases are mainly denominated in, against the Singapore dollar, which is the Group’s functional and reporting currency.
Administration expenses increased by approximately S$173,000 or 8.6% from S$2.0 million in FY2014 to S$2.2 million in FY2015. The increase was mainly attributable to (i) overhead costs such as warehouse and office expenses incurred in relation to PSC of S$130,000; and (ii) provision for stock obsolescene of S$53,000. This was offset by the decrease in travelling expenses of S$10,000.
Other income remained relatively stable at approximately S$62,000 and S$63,000 in FY2015 and FY2014, respectively.
Selling and distribution expenses increased by approximately S$399,000 or 62.1% from S$643,000 in FY2014 to S$1.0 million in FY2015. The increase was mainly due to salary expenses payable arising from the appointment of the Group's Business Development Manager in May 2015, and the sales personnel of PSC of approximately S$371,000 in aggregate.
Profit attributable to owners of the Company (S$)
Weighted average number of ordinary shares:
(a) current financial period reported on; and
Net asset value per ordinary share (cents)(2)
(1)Based on net asset value attributable to owners of the Company.
(b) any material factors that affected the cash flow, working capital, assets or liabilities of the group during the current financial period reported on.
Earnings per ordinary share of the group for the current financial period reported on and the corresponding period of the immediately preceding financial year, after deducting any provision for preference dividends.
(2)Net asset value per ordinary share is calculated based on 68,000,000 shares in issue as at 31 December 2015 and 31 December 2014.
Income tax expense
Loss for the period
Review of the Group's financial position
Non-current assets
Current assets
Current liabilities
Non-current liabilities
Review of the Group's cash flows Net cash flows used in operating activities
Net cash flows used in investing activities
Net cash flows used in financing activities
9
10
11 11(a)
No.
11(b) Previous corresponding period
11(c) Date of payment.
11(d)
As a result of the above, the Group registered a loss of approximately S$309,000 in FY2015 as compared to a profit of S$481,000 in FY2014.
Current liabilities decreased by approximately S$357,000 from S$3.0 million as at 31 December 2014 to S$2.7 million as at 31 December 2015. The decrease in current liabilities was mainly due to the decrease in (i) trade and other payables of S$184,000 mainly due to the lower utilisation of trust receipts; and (ii) loans and borrowings of S$157,000 mainly due to repayment of obligations under the Group's financing facilities.
Equity attributable to owners of the Company
The decrease of approximately S$309,000 was attributable to the decrease in retained earnings arising from the losses incurred during FY2015.
Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results.
The financial performance of the Group for FY2015 is generally in line with the information disclosed in section 10 of the Company's previous financial statements and dividend announcement for the half-year ended 30 June 2015 and the Company's annual report for FY2014.
In FY2015, the net cash flows used in operating activities was approximately S$553,000 which consisted mainly of net cash generated from operating activities before changes in working capital of S$101,000, offset by net working capital outflow of S$639,000 and income tax paid of S$20,000. The net working capital outflow arose mainly due to (i) an increase in inventories of S$597,000 mainly due to the shipment of inventories by suppliers near the financial year-end and inventories carried by PSC; and (ii) an increase in trade and other receivables, and prepayments of S$193,000 as a result of credit sales to customers of PSC which were not due and outstanding as at 31 December 2015; offset by an increase in trade and other payables (excluding net change in trust receipts) of S$150,000 due mainly to amounts owing by PSC to its suppliers.
Non-current liabilities decreased by approximately S$228,000 from S$763,000 as at 31 December 2014 to S$536,000 as at 31 December 2015 mainly due to the repayment of obligations under the Group's financing facilities.
The uncertain global economic outlook, depressed steel prices, as well as any further strengthening of the United States dollar against the Singapore dollar, which is the Group's functional and reporting currency,will continue to pose challenges to the Group's business and affect its results of operations and financial condition. In spite of the challenges, the Group will continue to explore new product lines and initiatives, which include productivity measures, to enhance its profitability.
Whether any interim (final) ordinary dividend has been declared (recommended) If a decision regarding dividend has been made, the required information has been disclosed.
No.
Not applicable. Not applicable.
Non-current assets decreased by approximately S$115,000 from S$3.1 million as at 31 December 2014 to S$3.0 million as at 31 December 2015. The decrease was mainly due to depreciation charges incurred in relation to property, plant and equipment of S$217,000 in FY2015, offset by additions to property, plant and equipment of S$102,000.
Current assets decreased by approximately S$739,000 from S$12.7 million as at 31 December 2014 to S$12.0 million as at 31 December 2015. The decrease in current assets was mainly due to the decrease in cash and cash equivalents of S$1.4 million, which was partially offset by the increase in (i) inventories of S$470,000 mainly due to the shipment of inventories by suppliers near the financial year-end and inventories carried by PSC; and (ii) trade and other receivables of S$180,000 mainly as a result of credit sales to customers of PSC which were not due and outstanding as at 31 December 2015.
The date on which Registrable Transfers received by the company (up to 5:00pm) will be registered before entitlements to the dividend are determined.
Income tax expense remained relatively stable at S$9,000 and S$10,000 in FY2015 and FY2014, respectively. The Group incurred tax expenses despite registering a loss in FY2015 due to chargeable income generated from one of its subsidiaries.
Net cash used in investing activities of S$23,000 was mainly due to the purchases of plant and equipment.
Net cash used in financing activities amounted to approximately S$812,000 mainly due to the repayment of bank loans of S$467,000 and the net change in trust receipts of S$333,000.
A commentary at the date of the announcement of the significant trends and competitive conditions of the industry in which the group operates and any known factors or events that may affect the group in the next reporting period and the next 12 months.
12
13
14 Use of IPO proceeds
Allocation of Net Proceeds (as disclosed in the
Offer Document)
Reallocation of the use of Net Proceeds
Net Proceeds utilised as at date of this announcement Balance of Net Proceeds as at date of this announcement S$ S$ S$ S$
To enhance existing warehouse facilities and
upgrade inventory management system 1,000,000 (450,000) (172,000) 378,000 PSC Contribution(1) - 450,000 (450,000) -
General working capital(2) 2,831,000 - (2,831,000) -
Total 3,831,000 - (3,453,000) 378,000
Note:-15
Part II Additional Information Required for Full Year Announcement
16 17 18 Group 2015 2014 Increase/ (Decrease) S$ S$ % 5,781,790 5,510,510 4.9 9,423 262,826 (96.4) 5,289,524 5,489,698 (3.6) (328,607) 217,881 NM NM denotes not meaningful
19
Not applicable.
Pursuant to the Company's listing on the Catalist of the SGX-ST on 11 July 2013 ("IPO"), the Company received net proceeds from the placement of the new shares of approximately S$3.8 million (the "Net Proceeds"). Please refer to the Company's offer document dated 3 July 2013 ("Offer Document") for further details. As at the date of this announcement, the Net Proceeds have been utilised in the manner set out below:
If no dividend has been declared (recommended), a statement to that effect. No dividend has been declared or recommended for FY2015.
Segmented revenue and results for operating segments (of the group) in the form presented in the issuer's most recently audited financial statements, with comparative information for the immediately preceding year.
A breakdown of the total annual dividend (in dollar value) for the issuer's latest full year and its previous full year as follows: A breakdown of sales as follow:
(c) Sales reported for second half year ended 31 December
If the group has obtained a general mandate from shareholders for IPTs, the aggregate value of such transactions as required under Rule 920(1)(a)(ii). If no IPT mandate has been obtained, a statement to that effect.
The Group operates in a single business segment of the import and export of bolts, nuts, rivets, fasteners and machine screw products. As such, no operating segmental results have been prepared.
Not applicable as the Group does not prepare operating segmental revenue and results as mentioned in section 16 above. Please refer to section 8 for the review of the performance of the Group.
The Company will make periodic announcements on the use of Net Proceeds as and when the funds are materially disbursed. Pending the deployment of the Net Proceeds, the funds will be placed in deposits with banks and financial institutions or invested in money market instruments.
(1) This refers to the share capital contibution of the Company in PSC. Please refer to the Company's announcement dated 26 February 2015 for further details on the incorporation of PSC. (2)
To be applied mainly to the purchase of the Group's inventory and towards its plans to diversify its product range.
Confirmation that the issuer has procured undertakings from all its directors and executive officers under Rule 720(1).
The Company confirms that it has procured undertakings from all of its directors and executive officers as required under Rule 720(1) of the Catalist Rules.
(a) Sales reported for first half year ended 30 June
(b) Operating profit after tax before deducting minority interests reported for first half year ended 30 June
(d) Operating profit/(loss) after tax before deducting minority interests reported for second half year ended 31 December
The Group does not have a general mandate from shareholders for IPTs pursuant to Rule 920(1)(a)(ii) of Section B of the Listing Manual of the SGX-ST: Rules of Catalist (the "Catalist Rules").
20
Name Age Details of changes
in duties and position held, if any, during the
year
Teo Yong Tat 25 Nil
ON BEHALF OF THE BOARD OF DIRECTORS
Teo Choon Hock Kwek Keng Seng
Executive Chairman Managing Director
5 February 2016 5 February 2016
Son of Teo Choon Hock, the Executive Chairman of the Company
Current position and duties, and the year the position was first held
Business Development Manager since May 2015. Duties include establishing and/or maintaining relationships with customers and suppliers, developing business opportunities in existing and potential markets as well as reviewing quotations for and confirming orders with customers. He previously held the same position between November 2012 and January 2014 prior to rejoining the Group in May 2015.
Disclosure of persons occupying a managerial position in the issuer or any of its principal subsidiaries who is a relative of a director or chief executive officer or substantial shareholder of the issuer pursuant to Rule 704(10) in the format below. If there is no such persons, the issuer must make an appropriate negative statement.
Family relationship with director and/or substantial shareholder
