TIDMTLY
RNS Number : 1619J
Totally PLC
28 March 2018
28 March 2018
Totally PLC
("Totally", "the Company" or "the Group")
Interim results for the 12 months ended 31 December 2017
Totally (AIM: TLY), the provider of a range of services to the
healthcare sector, is pleased to announce its unaudited interim
results for the twelve months ended 31 December 2017.
Operational highlights
-- Totally continues to make significant progress against its
progressive buy and build growth strategy
-- Transformational acquisition of Vocare Limited, one of the
leading UK specialist providers of urgent care services,
successfully completed on 24 October 2017
-- Implemented a number of structural and operational changes to
enhance Vocare and progress its integration into the enlarged
Group
-- Group subsidiaries continuing to secure new business and renew existing contracts:
-- Vocare:
-- Awarded the NHS 111 service for Wiltshire, worth
GBP13,125,000 over 5 years and due to launch on the 1(st) May
2018
-- Successfully mobilised the NHS 111 service for Cornwall and
the Scilly Isles, a 5 year contract worth GBP10,248,000 over the
contract period
-- Awarded a two-year extension to deliver GP Out-of-Hours for
the Vale of York with an annual value of GBP3,000,000
-- Secured a one-year extension at GBP2,998,000 per annum for GP
Out-of-Hours services for prisons operating under NHS South
Staffordshire Clinical Commissioning Groups
-- Contract extensions worth a total value of circa GBP4.1m for
urgent care services to be provided to NHS Sunderland and NHS East
Leicestershire CCGs and Dental Triage service in North of Tyne and
Tees
-- 12 month extension for the provision of GP Out-of-Hours
service for East Staffordshire, delivered in partnership with
Virgin Healthcare at a value of GBP900,000
-- About Health, Premier Physical Healthcare, Totally Health and Optimum Healthcare Solutions:
-- Premier Physical Healthcare have secured the extensions of
all current AQP contracts that were due to expire on 31(st) March
2018 plus various additional extensions and new business wins
working with Care UK, NE Hants MSK, and Oxleas Podiatry
services.
-- About Health have secured contract extensions for both its
Referral Management Services and Community Dermatology Services
valued at circa GBP1,000,000
-- Joint work between Optimum Healthcare Solutions, Premier
Physical Healthcare and Totally Health, led by Optimum, continues
at pace with new work secured with Innovate, Speed Medical
Examinations, and Pinnacle.
-- Totally's pipeline of business opportunities remains strong
as it continues to focus on growth and maximising efficiency across
the enlarged Group
-- Totally continues to evaluate value accretive acquisition
opportunities focused on consolidating the UK NHS outsourced
healthcare services market, estimated to be worth in excess of
GBP20 billion(1) per year
Financial overview
-- Group turnover GBP21,351,000 (Year Ended 31 December 2016: GBP3,977,000)
-- Gross profit GBP5,628,000 (Year Ended 31 December 2016: GBP1,377,000)
-- Cash at Bank GBP11,307,000 (31 December 2016: GBP998,000)
-- EBITDA profit before exceptional costs GBP15,000 (Year Ended
31 December 2016: EBITDA loss GBP1,159,000)
-- EBITDA loss including exceptional costs GBP1,053,000 (Year
Ended 31 December 2016: EBITDA loss GBP1,653,000)
(1) Centre for Health and the Public Interest: The contracting
NHS - can the NHS handle the outsourcing of clinical services?
(2015)
Change of Accounting Year End
As previously announced, Totally's Board resolved to change the
Group's accounting reference date to 31 March. This change aligns
the Group's accounting reference period with that of Vocare and the
NHS and will allow comparability of Group reporting across future
periods.
Following on from the publication of the interim results for the
six months ended 30 June 2017 on 29 September 2017, the interim
results published today incorporate the unaudited interim results
for the six months ended 31 December 2017 and include the impact of
the acquisition of Vocare Limited in the period from 24 October
2017, being the date of completion of the acquisition.
As a result of this change the Group's future reporting calendar
is as follows:
-- publication of audited accounts for the 15 month period to 31
March 2018 by 30 September 2018. This financial information will
include the impact of the Acquisition in the period from the date
of completion of the transaction; and
-- publication of unaudited interim accounts for the six months
ended 30 September 2018 by 31 December 2018.
Thereafter annual and interim reports will be published each
year for the 12 months to 31 March and the six months to 30
September, respectively.
Chairman's Statement
I am pleased to present interim results for what has been a
transformational period for the Group. We delivered on our
intention to complete a major strategic acquisition as part of our
buy and build strategy to consolidate the fragmented out of
hospital healthcare market. The oversubscribed placing and open
offer which raised approximately GBP18m in March 2017 was intended
to secure this acquisition target before the half year, however,
notwithstanding some frustration due to delays in the acquisition
and the due diligence process, we completed the transaction on 24
October 2017.
The acquisition of Vocare brings significant scale and diversity
to Totally and, with the release of the new Integrated Urgent Care
requirements by NHS England, offers a significant opportunity for
the enlarged Group. We now enter a period of consolidation and
operational focus to enable the continued delivery of earnings
enhancing milestones. Whilst the acquisition of Vocare has not been
without its challenges, we remain committed to building a
profitable platform for growth and our vision of establishing
Totally as the leading out of hospital services provider and in
turn delivering value to our shareholders. Our overall cash
management has been excellent and we closed the year to 31 December
2017 with GBP11.3m cash in the bank.
Our existing core business has performed well with encouraging
new contract wins. We remain confident that the new platform for
business that we have created will deliver significant
opportunities to support the NHS in the provision of improved out
of hospital care.
I would like to take this opportunity to thank all members of
the Board and stakeholders for their continued support over the
last twelve months which have been pivotal in positioning the Group
for future growth. Our strategy going forward remains unchanged and
we will continue to focus on both organic growth and, where
appropriate, acquisitions which will complement our existing
businesses and service offering. We look forward to updating the
market in due course with further developments and progress within
the Group.
Bob Holt
Chairman
28 March 2018
Operational Review
Over the course of the year we have focused a great deal of
effort on strengthening the positioning of the Group in order to be
well-placed to take significant market share of the urgent care
space, working in partnership with the NHS. This is an area of
strategic importance in the healthcare sector, particularly
following the Integrated Urgent Care Service specification
published by the NHS in August 2017(2) . The NHS is now completely
reviewing its approach to urgent care with the aim to provide care
closer to people's homes and help tackle the rising pressures on
all urgent care services (primary and hospital) and emergency
admissions.
With this in mind, myself and the Board were thrilled that
during the second half of the year we were able to realise a
transformational acquisition which has brought into the Group one
of the biggest providers of integrated urgent care in the UK and
with it, clear strategic and financial benefits. I am very pleased
with the progress we have made on integrating Vocare into the
enlarged Group and the efforts made across the business in
implementing a number of planned structural and operational changes
to ensure it is best positioned for growth.
Our existing businesses have performed well, winning a number of
new and renewed contracts demonstrating their continued commitment
to service delivery and their strong relationships with our
partners in both the public and private sector health care
markets.
Across the Group, our priority remains securing high-quality
contracts with clear and sustainable margins and ensuring we
provide a first-class service. As the outsourced healthcare market
continues to evolve I am confident that our enhanced service
offering and national footprint places us in a strong position to
benefit and capitalise on the opportunities we begin to see
emerging.
Finally, I would like to thank our shareholders for their
ongoing support and all our employees who are dedicated and
committed not only to our Group vision but also, most importantly,
to delivering a quality service that meets the standards and
requirements of our customers and patients.
Wendy Lawrence
Chief Executive Officer
28 March 2018
(2)
https://www.england.nhs.uk/wp-content/uploads/2014/06/Integrated-Urgent-Care-Service-Specification.pdf
Financial Review
During 2017 the Group continued to progress with the integration
of acquired businesses to support and sustain our continued growth.
We are focused on creating a robust platform for future growth and
unlocking the potential of the combined businesses.
The anticipated and significant acquisition of Vocare Limited
was completed in the final quarter of 2017. The acquisition
provides the platform for significant future opportunities in
urgent care. Our portfolio companies have combined business
development resources to deliver integrated and collaborative bids.
In addition, we continue to realise synergies across the business,
for example Totally Health's clinical coaching resource has been
used in other parts of the business to support employees return to
work, Premier and Optimum have combined forces to deliver services
and optimise use of resource.
The consolidation of the subsidiaries is delivering access to
many opportunities to reduce cost and unlock value through better
use of resource. During the next twelve to eighteen months the
organisational structures will be improved, systems and processes
will continue to be developed and resource will be
consolidated.
The accounting reference date was changed to March to align with
the NHS financial year. In addition, most of our acquired companies
have a financial year end of March. As such, the financial accounts
below, although showing twelve months' worth of figures, are
unaudited and not the Company's final year end. The Company will
report on the 15 months to 31 March 2018 before 30 September
2018.
The twelve month period showed turnover of GBP21,351,000 (2016:
GBP3,977,000) and a loss of GBP2,061,000 (Year ended 31 December
2016: GBP1,516,000). The loss for the period includes GBP1,176,000
of acquisition related costs and GBP292,000 in connection with a
fair value adjustment of deferred consideration on previous
acquisitions made. The loss before tax to 31 December 2017 includes
an amortisation charge of GBP494,000 relating to intangible assets
(Year ended 31 December 2016: GBP645,000).
Lisa Barter
Finance Director
28 March 2018
For further information please contact:
Totally plc 020 3866 3335
Wendy Lawrence, Chief Executive
Bob Holt, Chairman
Allenby Capital Limited (Nominated
Adviser & Joint Corporate Broker) 020 3328 5656
Nick Athanas
Virginia Bull
Liz Kirchner
Cenkos Securities Plc (Joint Corporate
Broker) 020 7397 8900
Bobbie Hilliam
Yellow Jersey PR
Georgia Colkin
Joe Burgess
Henry Wilkinson 07769 325 254
Interim Consolidated Income Statement
For the twelve months ended 31 December 2017
* The Group's 2017 unaudited interim results include the impact
of Vocare Limited from the date of the completion of the
acquisition, being 24 October 2017, and the financial performance
from the other operating subsidiaries for the full period.
Note Twelve Year ended
months 31 December
ended to 2016**
31 December
2017*
(Unaudited) (Audited)
GBP000 GBP000
Revenue 21,351 3,977
Cost of sales (15,723) (2,600)
------------- -------------
Gross profit 5,628 1,377
Administrative expenses (5,613) (2,536)
Exceptional items (1,068) (494)
Loss before interest,
tax and depreciation (1,053) (1,653)
Depreciation (243) (24)
Amortisation (494) (645)
------------- -------------
Operating loss (1,790) (2,322)
Finance income 5 - 830
Finance costs 5 (292) -
------------- -------------
Loss before taxation (2,082) (1,492)
Income tax 21 (24)
------------- -------------
Loss from continuing operations (2,061) (1,516)
Loss attributable to the
equity shareholders of
the parent company (2,061) (1,516)
------------- -------------
Earnings per share (Note
2)
Basic and diluted: Pence
Continuing operations (5) (8)
** The Group's 2016 annual financial results include the
financial performance of Totally plc and Totally Health for the
full year, the nine months from April to December 2016 for Premier
Physical Healthcare Limited and six and half months from mid-June
to December 2016 for About Health Limited.
The accompanying notes form part of the unaudited interim
report.
Interim Consolidated Statement of Changes in Equity
For the twelve months ended 31 December 2017
Share Share Profit Equity
capital premium and loss shareholders'
account account funds
GBP000 GBP000 GBP000 GBP000
At 1 January 2016 (Audited) 3,055 4,534 (7,097) 492
Comprehensive loss for
the year (Audited) - - (1,516) (1,516)
Issue of share capital
(Audited) 1,002 5,120 - 6,122
Credit on issue of warrants
and options (Audited) - - 25 25
Deferred shares buy-back
(Audited) (2,055) - 2,055 -
Share premium cancellation
(Audited) - (9,645) 9,645 -
At 31 December 2016 (Audited) 2,002 9 3,112 5,123
At 1 January 2017 (Audited) 2,002 9 3,112 5,123
Comprehensive loss for
the year (Unaudited) - - (2,061) (2,061)
Issue of share capital
(Unaudited) 3,977 16,399 - 20,376
Credit on issue of warrants
and options (Unaudited) - - 33 33
At 31 December 2017 (Unaudited) 5,979 16,408 1,084 23,471
-------- --------- ---------- -------------------
The accompanying notes form part of the unaudited interim
report
Interim Consolidated Statement of Financial Position
As at 31 December 2017
31 December 31 December
2017 2016
(Unaudited) (Audited)
GBP000 GBP000
Non-Current Assets
Intangible fixed assets 27,547 12,669
Fixed assets 1,674 95
------------------- -------------------------
29,221 12,764
Current Assets
Inventory 101 6
Trade and other receivables 9,752 2,047
Cash and cash equivalent 11,307 998
------------------- -------------------------
21,160 3,051
Total Assets 50,381 15,815
------------------- -------------------------
Current Liabilities
Trade and other payables (17,244) (922)
Corporation tax (390) -
Borrowings / Invoice discounting (67) (62)
Deferred acquisition consideration (1,714) (1,641)
------------------- -------------------------
(19,415) (2,625)
Long Term Liabilities
Deferred acquisition consideration (7,440) (8,018)
Borrowings (15) (15)
Other payables (26) (25)
Deferred tax (14) (9)
------------------- -------------------------
(7,495) (8,067)
Total Liabilities (26,910) (10,692)
------------------- -------------------------
Net Current Assets 1,745 426
------------------- -------------------------
Net Assets 23,471 5,123
------------------- -------------------------
Shareholders' Equity
Share capital 5,979 2002
Share premium account 16,408 9
Retained earnings 1,084 3,112
------------------- -------------------------
Equity shareholders' funds 23,471 5,123
------------------- -------------------------
The accompanying notes form part of the unaudited interim
report
Interim Consolidated Cash Flow Statement
For the twelve months ended 31 December 2017
Note Year ended Year ended
31 December 31 December
2017 2016
(Unaudited) (Audited)
GBP000 GBP000
Cash flow from operating
activities:
Loss for the period (2,061) (1,516)
Adjustments for:
Options and warrants charge 33 25
Amortisation and depreciation 737 669
Tax (income) / expense
recognised in profit or
loss (21) 24
Gain on derecognition of (154) -
contingent consideration
Fair value adjustments (153) -
Finance income 5 - (830)
Finance costs 5 289 -
Movements in working capital:
Movement in inventory (1) -
Movement in trade and other
receivables 657 (503)
Movement in trade and other
payables (2,465) (25)
------------- -------------
Cash generated from operations (3,139) (2,156)
Income tax paid (18) (51)
------------- -------------
Net cash flows from operating
activities (3,157) (2,207)
Cash flow from investing
activities:
Purchase of property, plant
and equipment (181) (34)
Development of intangible
assets (64) (495)
Deferred consideration payment (2,062) -
Accrued preference shares (18) -
interest paid
Acquisition of subsidiary (12,676) (2,978)
Cash acquired on acquisition
of subsidiary 11,816 222
------------- -------------
Net cash flows from investing
activities (3,185) (3,285)
Cash outflow before financing (6,342) (5,492)
Cash flow from financing
activities:
Issue of share capital,
net 16,646 6,122
Borrowings/invoice discounting
increase 11 19
Finance lease payments (6) (10)
------------- -------------
Net cash flow from financing
activities 16,651 6,131
Net increase in cash and
cash equivalents 10,309 639
Cash and cash equivalents
at beginning of the period 998 359
Cash and cash equivalents
at end of the period 11,307 998
------------- -------------
The accompanying notes form part of the unaudited interim
report
Notes to the Interim Results
1. Basis of preparation
Totally plc is a public limited company incorporated in the
United Kingdom under the Companies Act 2006 (registration number:
3870101). The Company's ordinary shares are admitted to trading on
the AIM market of the London Stock Exchange ("AIM").
The Group's principal activities in the period under review have
been the provision of innovative and consolidatory solutions to the
healthcare sector, which are provided by the Group's wholly owned
subsidiaries, Totally Health Limited, Premier Physical Healthcare
Limited, About Health Limited, Optimum Sports Performance Centre
Limited and Vocare Limited.
In November 2017 the Company changed its accounting reference
date from 31 December to 31 March.
The Group's interim report and accounts for the twelve months
ended 31 December 2017 have been prepared using the recognition and
measurement principles of International Financial Reporting
Standards and Interpretations as endorsed by the European Union
(collectively "Adopted IFRS").
These condensed consolidated interim financial statements for
the twelve months ended 31 December 2017 have been prepared in
accordance with the AIM Rules for Companies and should be read in
conjunction with the annual financial statements for the year ended
31 December 2016, which have been prepared in accordance with IFRS
as adopted by the European Union. The interim report and accounts
do not include all the information and disclosures required in the
annual financial statements.
The interim report and accounts have been prepared on the basis
of the accounting policies set out in the Group's December 2016
Annual Report and Accounts and on the basis of the principal
accounting policies that the Group expects to apply in its
financial statements for the period ending 31 March 2018.
The interim report and accounts do not comprise statutory
accounts within the meaning of section 434 of the Companies Act
2006. These condensed consolidated interim financial statements
were approved by the Board of Directors on 27 March 2018. The
results for the twelve months to 31 December 2017 are unaudited and
the comparative results of the year ended 31 December 2016 are
audited. The comparative figures for the year ended 31 December
2016 do not constitute the statutory financial statements for that
year.
As at 31 December 2017 net current assets totalled GBP1.7m (31
December 2016: GBP0.4m) comprised of cash balances of GBP11.3m,
trade and other receivables of GBP9.7m and inventory of GBP0.1m
less current liabilities of GBP19.4m. The current liabilities
include deferred contingent consideration of GBP1.7m for the
acquisition of Vocare Limited.
Cash generation by the Group over the next year is expected to
contribute to covering future liabilities. The Directors believe
that a combination of the Group's current cash, projected revenues
from existing and future contracts and continued shareholder
support will enable the Group to meet its obligations and to
implement its business plan in full. Inherently, there can be no
certainty in these matters, but the Directors believe that the
Group's internal trading forecasts are realistic and that the going
concern basis of preparation continues to be appropriate.
2. Earnings per share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of ordinary shares in issue during the period.
None of the share options or warrants in issue had a dilutive
effect on earnings per share.
Twelve months Year ended
ended 31 31 December
December 2016
2017
(Unaudited) (Audited)
Loss (continuing operations)
(GBP000) (2,061) (1,516)
Weighted average number of
shares used in basic and diluted
earnings ('000) 46,782 17,973
Basic and diluted earnings
per share (continuing operations)
(Pence) (5) (8)
3. Dividends
No dividend is proposed for the twelve months ended 31 December
2017.
4. Events after the reporting period
On 25 January 2018, the Company paid GBP263,000 to the former
shareholders of Vocare Limited in relation to employee advances
recovered.
5. Finance income and costs
Finance income and finance costs relate to income or costs
related to the fair value adjustment of deferred consideration on
previous acquisitions. The fair value adjustment is based on the
net present value of the deferred consideration discounted at
3.5%.
6. Distribution of Interim Report
A copy of the interim report will be available shortly on the
Company's website (www.totallyplc.com) in accordance with Rule 26
of the AIM Rules for Companies and copies will also be available
from the Company's registered office located at Hamilton House,
Mabledon Place, London WC1H 9BB.
This information is provided by RNS
The company news service from the London Stock Exchange
END
IR DBGDXUXDBGIR
(END) Dow Jones Newswires
March 28, 2018 02:01 ET (06:01 GMT)
Totally (LSE:TLY)
Historical Stock Chart
From Sep 2024 to Oct 2024
Totally (LSE:TLY)
Historical Stock Chart
From Oct 2023 to Oct 2024