TIDMTLY
RNS Number : 1882S
Totally PLC
07 July 2020
7 July 2020
Totally plc
("Totally", "the Company" or "the Group")
Preliminary results for the 12-month period ended 31 March
2020
Totally plc (AIM: TLY), the provider of a range of healthcare
services across the UK and Ireland, is pleased to announce its
results for the 12-month period ended 31 March 2020.
Operational highlights
-- Successfully completed acquisition of Greenbrook Healthcare in June 2019 via reverse takeover
-- Greenbrook Healthcare secured new Urgent Treatment Centre
contract in Watford for the Company's Urgent Care division
-- Secured largest dermatology contract to date for About Health in Manchester
-- Launched new Insourcing start-up business, Totally
Healthcare, in October 2019 delivering Insourcing services across
the UK and Ireland
-- Continued to provide frontline healthcare services supporting
the NHS to manage the COVID-19 pandemic
-- 97% of registered services rated as 'Good' by the Care Quality Commission (CQC)
Financial highlights
-- Revenue up 35.8% to GBP105.9m (2019: GBP78.0m)
-- Gross margin improved to 18.1% (2019: 15.5%)
-- Underlying EBITDA* up 265% to GBP4.0m** (2019: GBP1.1m)
-- Loss before tax of GBP3.4m (2019: GBP1.8m)
-- Cash up 19% to GBP8.9m as at 31 March 2020 (31 March 2019: GBP7.5m)
-- Paid a maiden interim dividend to shareholders in February 2020 of 0.25p per share
*Earnings before interest, tax, depreciation and amortisation,
before exceptional items outlined in the notes to the financial
statements
**Includes GBP1.6m impact relating to implementation of IFRS
16
Post period end highlights
-- Significant contract extensions awarded to Vocare worth a total of GBP19.5m
-- Mobilisation and restart of Planned Care and Insourcing care divisions
-- Continued support to NHS across all operating divisions in response to COVID-19
-- Maiden final dividend of 0.25 pence per share proposed
bringing total dividend for the year to 0.50 pence per share
CHAIRMAN'S STATEMENT
The year ended 31 March 2020 was a good year for Totally
delivering profit before depreciation and amortisation during times
of unrivalled political instability which included BREXIT and a
General Election followed by the worldwide pandemic of COVID-19
which has impacted on every person and every business.
Totally's strategy has always been to support the NHS to manage
the pressures and demands placed upon healthcare services. The
COVID-19 pandemic is no exception, and everyone at Totally has
stood shoulder to shoulder with the NHS and delivered
patient-facing services throughout this period and continues to do
so. At the time of writing, we are still very much in a period of
uncertainty as everyone works together to ensure services are
robust and ready for any second wave of demand. What is very clear
to the Board of Totally is that our strategy has been, and
continues to be, correctly focused during these unprecedented
times.
Whilst we expect the business to grow in 2021 and beyond, due to
current run rates and new contract wins, the timing of new tenders,
which is a key part of our growth plans, remains uncertain due to
the COVID-19 pandemic and its impact on the NHS. We are therefore
unable to give firm guidance at this stage on our growth
expectations for the current financial year and the Board has
considered it appropriate for market forecasts to be withdrawn at
this time. The medium to long term outlook and trajectory of the
business however remains unchanged. Shareholders should also be
pleased that we expect continued growth in operating cash flow and
the Board therefore remain committed not only to the payment of
dividends but also in continuing with our progressive dividend
policy. Accordingly, the Board is pleased to propose a maiden final
dividend of 0.25 pence per share taking the total dividends for the
year to 0.50 pence per share. Subject to shareholder approval at
the upcoming AGM the final dividend will be paid in October
2020.
With the expertise of our leadership teams, we will continue to
ensure our services respond to any changes in demand we receive and
that we support our staff to deliver exceptional services in
partnership with the NHS and other public sector bodies across the
UK and Ireland. Whilst the way we secure new business has changed,
the demand for our services is not expected to diminish.
During the year, we completed the acquisition of Greenbrook
Healthcare, which increased our presence across London in Urgent
Care. You will read throughout this report the progress that's been
made with integrating Greenbrook Healthcare into our Urgent Care
Division and harnessing technology will continue to build to our
market-leading position.
The Group also launched its Insourcing business, Totally
Healthcare, which during its first few months of operations secured
contracts across the UK and Ireland delivering services to provide
bespoke services to reduce hospital waiting lists. Already its
reputation is for delivering services quickly, efficiently and of
high quality to every patient treated. Of course, these services
were put on hold during the pandemic as all elective healthcare
services were suspended to focus on managing COVID-19. Totally
Healthcare is now back working and supporting hospitals plan for
how they reduce the waiting times and waiting lists which have
increased during the first half of 2020.
We all know that cash is a seen as a barometer of the success of
any business and we reported GBP8.9m cash at the bank at year end,
an accurate reflection of the efforts of all our support teams to
ensure we operationally deliver across the business.
All of this has been achieved during the most testing times
which reflects the outstanding commitment and expertise of everyone
across the Group for which I commend them. We must also thank our
investors for their continued support which enables us to continue
to deliver our strategic intentions of becoming a partner of choice
for the delivery of healthcare services across the UK.
Bob Holt OBE
Chairman
7 July 2020
CHIEF EXECUTIVE OFFICER'S REVIEW
Building strong partnerships with a reputation for delivering
high --quality care even during the most difficult times
I am pleased to report excellent progress across the Group with
a strong set of results during a year when we saw many external
challenges including the Covid-19 pandemic which impacted all of
our businesses towards the end of the reporting period.
Our management team has seized every opportunity presented to
them to strengthen our market position and support the delivery of
healthcare services across our three divisions.
Demand for our services continues to be strong, on the back of
our reputation for delivery of high-quality services. 26 out of 27
of our registered services with the Care Quality Commission are
rated as good, an excellent position to grow from and it has been
pleasing to see continuing improvement in our CQC ratings
reflecting the high-quality care we provide.
Our three distinct business divisions - Urgent Care, Planned
Care and Insourcing - provide a portfolio of healthcare services
across the UK and Ireland built on the expertise and commitment of
our people, ensuring the patients we treat receive the highest
quality of care quickly and efficiently. We partner with healthcare
organisations across the UK supporting them to manage demand for
services.
We continue to support the NHS by working on the frontline
delivering services to manage the demand from the Covid-19 pandemic
but also respond to the need to reduce waiting times and waiting
lists due to the suspension of elective healthcare services.
Whilst we expect the business to grow during 2020/21 and the
medium to long term outlook for the business remains unchanged, we
are unable to give clear guidance at this stage of the impact of
COVID-19 on the current financial year and as such the Board has
resolved to withdraw market forecasts at this time. Each of our
divisions has been affected in different ways by the COVID-19
pandemic and demand for many of our services remains strong.
COVID-19 has though inevitably resulted in delays being encountered
with the NHS awarding tenders and there has been an impact on the
near-term visibility for growth, particularly in Planned Care.
Of course, our results demonstrate the significant progress we
have made, regardless of external forces. New contracts were
secured across the three divisions, including the largest to date
within our Planned care division to deliver Dermatology outpatient
services across Manchester. In addition, we have continued to
secure a number of vital contract extensions in both Urgent Care
and Planned Care which underpin our foundations for continued
growth -in excess of GBP20m of contract extensions were secured in
the period under review.
Building on our Strategy
During the year, we have focused on delivering services across
the Group that are sustainable and reactive to changes in
demand.
-- High-quality: has to be at the centre of everything we do.
Our reputation is built upon this core requirement.
-- Geography: during the year, we have successfully expanded our
footprint across the UK and Ireland and are now delivering services
across England, Scotland, Wales, Northern Ireland and the Republic
of Ireland.
-- Diversification: across our divisions ensuring we deliver
models of care across all areas of high demand in the healthcare
sector and that our divisions support each other by "cross-selling"
services to both existing and potential new customers.
-- Learning: from everything we do, both positive and negative,
and ensuring we stay ahead of our competition with our approach to
disrupting care models and delivering real tangible benefits.
-- Supporting: our people and investing in them as they are at the core of what we do.
The Future
I would like to re-emphasise my confidence in the team of people
we have and their ability to grow the business organically and via
acquisitions, as well as continually review and develop the range
of services we offer.
We are well positioned to further build on our market-leading
positions in all of our divisions. Building on our strong
relationships with our commissioners and supporting government
bodies to proactively manage the demands placed on healthcare
services during unprecedented events such as the recent Covid-19
pandemic when we experienced major increases in demand for our
services, specifically in NHS 111. We were able, with the
dedication of our people, to stand shoulder to shoulder with other
healthcare professionals, and deliver services 24/7 across England
supporting everyone by providing the high-quality services we are
known to deliver.
I look forward to updating you further as we continue to expand
our services across the UK
Wendy Lawrence
Chief Executive Officer
7 July 2020
STRATEGIC REVIEW
Operational changes during the period
Since acquiring Greenbrook Healthcare in June 2019, we have
taken the opportunity to review our care delivery models in our
Urgent Treatment Centres across the country to ensure we retain our
competitive advantage to remain the largest independent provider of
UTCs across England.
This has involved a critical review of all aspects of the care
pathways across both Vocare and Greenbrook Healthcare taking the
best from both and delivering excellence to the patients we see.
Our staff take pride in what they do and deliver services with a
passion and experience that sets us apart.
Despite the difficult political backdrop, which resulted in the
number of tendering opportunities being significantly reduced
(Brexit, General Election, COVID-19), we have secured new business,
and opened our new Urgent Treatment Centre in Watford in July 2019
(delayed opening due to COVID-19). We have retained contracts to
continue the delivery of services in our UTCs, 111 and numerous
other services across England.
During the summer of 2019, we embedded our new delivery
structure with the creation of our three delivery divisions.
-- Urgent Care
-- Planned Care
-- Insourcing
Early in 2020, it became clear that the UK was about to be
impacted by the worldwide pandemic, COVID-19. Healthcare providers
braced themselves as demand to access services escalated. Our
delivery divisions were all impacted differently.
Urgent Care saw demand increase in excess of 200% above normal
levels for access to its NHS 111 services across the country.
Vocare who is our specialist provider of 111 systems responded
accordingly and worked tirelessly, shoulder to shoulder, with NHS
England to coordinate the delivery of core 111 services alongside
new services targeted for the management of COVID-19 and onboarding
additional staff to help meet the unprecedented demand.
Vocare quickly mobilised its Emergency Preparedness, Resilience
and Response processes to ensure every part of the business and
every member of staff were supported during the ever-changing
landscape. This was supported by our Business Continuity Plan
activation across the Totally Group to ensure government guidance
was quickly adopted and implemented.
Our Urgent Treatment Centres and GP Out of Hours services saw a
decline in demand which meant that staff could be redeployed to
where demand was increasing while still enabling all of our
business to support its people by observing social distancing and
isolation requirements and applying them across all staff
groups.
Our internal mandatory systems for Staff Absence Management
(SAMS) was reviewed and adapted to ensure every member of staff who
needed to be absent from the workplace was supported by a clinician
to ensure national guidance and advice was followed. This involved
many changes including:
-- Increased working from home with the provision of equipment to enable this change.
-- Increased use of video meetings and clinical consultations.
-- Decrease in working from offices where home working is
possible and for those services where office working is essential
changes made to the workplace to meet the latest advice. This
included:
o Increased spaces for work for social distancing.
o Provision of PPE.
o Increased workplace cleaning regimes.
o Provision of more space for essential call centre
capacity.
All of the above resulted in a minimum number of staff being
furloughed or made redundant while working through the
pandemic.
Our Planned Care and Insourcing divisions saw contracts paused
whilst all elective healthcare services were stopped across the UK.
During that period waiting lists and referrals for healthcare
services increased with estimates from the NHS of over 10million
people now waiting for treatment. Whilst our planned care division
prepares for services to restart, our insourcing business, Totally
Healthcare resumed some of its services in early June.
Whilst no tenders have been issued by the NHS in recent months,
the Group has put in place extensions to a number of existing
contracts across its operating subsidiaries and we anticipate this
continuing. New business is currently being secured as a result of
the Group's national coverage, existing relationships and
partnering arrangements.
All of the above ensured that Totally as a group of businesses
were able to not only support the NHS during the COVID-19 pandemic,
but also demonstrated how to approach service delivery during such
times. Our strategy remains as being regarded as a partner of
choice for the NHS and other healthcare bodies to respond to
increases in demand for services whatever the cause may be.
The Board and the management team could not be prouder of the
way our people responded during this time and we must ensure they
know how valued they are by Totally plc and the businesses within
it.
FINANCIAL REVIEW
The results reflect a successful year for the Group; well
positioned for further scale and delivering diversification through
the creation of three distinct divisions.
The acquisition of a quality urgent care provider, Greenbrook
Healthcare and the creation of a new business in Insourcing have
strengthened the financial performance of the Group. Growth in
revenue was 35.8% year on year at GBP105.9m, and the Group
generated a loss before tax of GBP3.4m (2019: GBP1.8m loss).
Underlying EBITDA increased by 265% to GBP4.0m. This includes a
GBP1.6m positive impact relating to IFRS 16.
The Group is cash generative and responded with the distribution
of our maiden dividend in February 2020. The Board is also
proposing the payment of a full year dividend of 0.25 pence per
share, payable in October 2020. The intention is to consider future
dividend payments based upon the trading performance of the
Group.
Growth in revenues was 35.8% primarily driven by the in-year
acquisition, bringing revenues to GBP105.9m. New contract wins were
adversely impacted by the uncertainty created by Brexit and the
general election. NHS commissioning understandably paused during
this time; nonetheless, the Group was able to secure extensions of
several existing contracts across the Group, plus a significant new
contract for Planned Care, in Manchester. The new Insourcing
division delivered over GBP1m in revenues in its first period of
trading.
Gross margin improved to 18.1% from 15.5%, largely as a result
of improved performance in the underlying Urgent Care division.
This improved performance has resulted in a reduction in provisions
relating to performance related incentives of GBP1m. Underlying
margin is therefore 17.2%.
All of our businesses continually review service delivery models
and this approach has supported us through our response to the
global pandemic. By utilising additional technology, reducing face
to face contact, delivering 111 24/7 and flexing our services we
have continued to deliver sustainable support to our partners, the
NHS.
The Group posted an EBITDA, excluding exceptional costs relating
to the acquisition and impairment of goodwill, of GBP4.0m. The loss
before tax of GBP3.4m is stated after an amortisation charge of
GBP2.8m relating to the intangible value of contracts acquired.
31 March 31 March
2020 2019
------------------- --------- ---------
Revenue 105.9 78.0
Gross profit 19.2 12.1
EBITDA 4.0 1.1
Exceptional items (2.0) 0.1
Depreciation (2.0) (0.6)
Amortisation (3.1) (2.2)
Operating loss (3.1) (1.6)
Loss before tax (3.4) (1.8)
Net assets 34.4 25.9
Cash 8.9 7.5
------------------- --------- ---------
A prudent view of growth in Planned Care revenues has been
considered in light of the impact of the COVID-19 pandemic. As a
consequence, we recognised an impairment of goodwill relating to
this cash generating unit (CGU). The carrying value of goodwill in
relation to this CGU after impairment is GBP7.8m.
12 months 12 months
to to
31 March 31 March
2020 2019
GBP000 GBP000
----------------------------------------- ---------- ----------
Acquisition-related costs 528 465
Impairment of goodwill 1,500 2,000
Revaluation of contingent consideration 0 (2,668)
Other exceptional costs 0 77
----------------------------------------- ---------- ----------
Total exceptional items 2,028 (126)
Tax credit attributable to exceptional
items (100) 404
----------------------------------------- ---------- ----------
Total exceptional items after tax 1,928 278
----------------------------------------- ---------- ----------
Acquisition costs
The acquisition costs comprised legal, professional and other
related expenditure and amounted to GBP0.5m (2019: GBP0.5m).
Cash flow statement
Cash generated from operating activities is positive in the year
reflecting improved underlying profitability of the Group. Cash
outflow relating to the acquisition of Greenbrook, net of cash
acquired was GBP8.0m. The acquisition was funded by the issue of
share capital, net of expenses of GBP9.3m.
In June 2019, the Company issued 97,390,939 new ordinary shares
of 10 pence each. The Company also issued 25,000,000 new ordinary
shares of 10 pence each as part of the consideration for the
acquisition of Greenbrook Healthcare (Hounslow) Limited and
Greenbrook Healthcare (Earl's Court) Limited on the same date.
31 March 31 March
2020 2019
------------------------------------------ --------- ---------
Net cash flows from operating activities 2.9 (1.8)
Net cash flows from investing activities (8.6) (0.9)
Net cash flows from financing activities 7.1 0
------------------------------------------ --------- ---------
Net increase/(decrease) in cash and
cash equivalents 1.4 (2.7)
Cash and cash equivalents at the
beginning of the year 7.5 10.2
------------------------------------------ --------- ---------
Cash and cash equivalents at the
end of the year 8.9 7.5
------------------------------------------ --------- ---------
Maiden final dividend
We remain committed to the payment of dividends as we believe
this reflects our confidence in the Company's future prospects. The
Board is therefore pleased to be recommending to shareholders a
maiden final dividend of 0.25 pence per share. This, together with
the interim dividend of 0.25 pence per share paid in February 2020,
makes a total dividend for the year of 0.50 pence per share.
Subject to approval by shareholders at the Annual General Meeting
to be held on 7 September 2020, the final dividend will be paid on
16 October 2020 to shareholders on the register as at the close of
business on 18 September 2020. The shares will be marked
ex-dividend on 17 September 2020.
Acquisition of Greenbrook Healthcare
On 20 June 2019, the Company completed the acquisition of the
entire share capital of Greenbrook Healthcare (Hounslow) Limited
and the convertible loan note in Greenbrook Healthcare (Earl's
Court) Limited for a maximum consideration of GBP11.5m on a
cash-free and debt-free basis with a normalised level of working
capital. The table below sets out the adjustments to the purchase
price to reflect a normalised level of working capital which has
resulted in additional consideration payable of GBP4.7m.
Greenbrook is one of the leading providers of Urgent Care
Centres in London. The company was acquired as part of the Group's
stated "buy and build" strategy and to bring new and complementary
routes to the existing healthcare services offered by the Group.
Greenbrook's Urgent Care services provide synergies with Totally's
existing subsidiary businesses, in particular Vocare, and
complements its business model of providing preventative and
responsive healthcare in out-of-hospital settings to improve
people's health, reduce NHS healthcare reliance, re-admissions and
emergency admissions to hospital.
The assets and liabilities as at 20 June 2019 arising from the
acquisition were as follows:
Carrying Fair value Fair
amount adjustment value
GBP000 GBP000 GBP000
--------------------------------------- --------- ----------- --------
Property, plant and equipment 308 0 308
Intangible assets: customer contracts 0 9,354 9,354
Right-of-use assets 1,425 0 1,425
Trade receivables and other debtors 4,712 0 4,712
Cash in hand 5,781 0 5,781
Trade and other payables (6,955) (763) (7,718)
Lease liabilities (1,425) 0 (1,425)
Onerous contracts 0 (529) (529)
Deferred tax (34) (1,438) (1,472)
Convertible loan notes (50) 0 (50)
--------------------------------------- --------- ----------- --------
Net assets acquired 3,762 6,624 10,386
Goodwill 5,850
--------------------------------------- --------- ----------- --------
Total consideration 16,236
--------------------------------------- --------- ----------- --------
Satisfied by:
Cash 13,736
Ordinary shares issued 2,500
16,236
--------------------------------------- --------- ----------- --------
The goodwill is attributable to the knowledge and expertise of
the workforce, the expectation of future contracts and the
operating synergies that arise from the Group's strengthened market
position. Any impairment charges will not be deductible for tax
purposes.
Included in the fair value of Greenbrook are provisions for
additional costs or potential costs that existed at the time of
acquisition.
Changes in accounting policies
The Group adopted IFRS 16 with a transition date of 1 April
2019. The Group has chosen not to restate comparatives on adoption
and, therefore, the revised requirements are not reflected in the
prior year financial statements. Rather, these changes have been
processed at the date of initial application and recognised in the
opening equity balances. Details of the impact this standard has
had are given below.
IFRS 16 provides a single lessee accounting model, requiring the
recognition of assets and liabilities for all leases, together with
options to exclude leases where the lease term is twelve months or
less, or where the underlying asset is of low value. IFRS 16
substantially carries forward the lessor accounting in IAS 17, with
the distinction between operating leases and finance leases being
retained. The Group does not have significant leasing activities
acting as a lessor.
As a lessee, the Group previously classified leases as operating
or finance leases based on its assessment of whether the lease
transferred substantially all of the risks and rewards of
ownership. Under IFRS 16, the Group recognises right-of-use assets
and lease liabilities for most leases. However, the Group has
elected not to recognise right-of-use assets and lease liabilities
for some leases of low value assets based on the value of the
underlying asset when new or for short-term leases with a lease
term of twelve months or less.
On adoption the Group recognised right-of-use assets at an
amount equal to the lease liability, adjusted by the amount of any
prepaid or accrued lease payments. Lease liabilities are measured
at the present value of the remaining lease payments, discounted
using the Group's incremental borrowing rate as at 1 April 2019.
The Group's incremental borrowing rate is the rate at which a
similar borrowing could be obtained from an independent creditor
under comparable terms and conditions.
The impact of adopting IFRS 16 on the Consolidated Statement of
Profit or Loss is to increase profit before exceptional items by
GBP1,636,000, increase depreciation by GBP1,509,000 and increase
finance costs by GBP235,000.
The impact of adopting IFRS 16 on the Consolidated Statement of
Financial Position can be seen below:
31 March 1 April
2019 IFRS 16 2019
GBP000 GBP000 GBP000
--------------------- -------------------------------- ---------------------------- ----------------------------
Assets
Right-of-use assets - 4,083 4,083
Prepaid rent - (57) (57)
Liabilities
Lease liabilities - 4,026 4,026
The impact of adopting IFRS 16 on the Consolidated Cash Flow
Statement is to increase operating cash flows and decrease
financing cash flows by GBP1,744,000 respectively. The following
table reconciles the minimum lease commitments disclosed in the
Group's 31 March 2019 financial statements to the amount of lease
liabilities recognised on 1 April 2019.
GBP000
--------------------------------------------------- ---------------
Minimum operating lease commitment at 31 March
2019 5,295
Inclusion of previously unrecognised commitments 151
Less: short-term leases not recognised under
IFRS 16 (71)
Less: low value leases not recognised under
IFRS 16 (17)
Less: licences not considered leases under
IFRS 16 (434)
---------------------------------------------------- ---------------
Undiscounted lease payments 4,924
Less: effect of discounting using the incremental
borrowing rate (898)
---------------------------------------------------- ---------------
Lease liability as at 1 April 2019 4,026
---------------------------------------------------- ---------------
Lisa Barter
Finance Director
7 July 2020
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
Liz Kirchner
Canaccord Genuity Limited (Joint Corporate
Broker) 020 7523 8000
Bobbie Hilliam
Alex Aylen
Yellow Jersey PR 020 3004 9512
Georgia Colkin
Joe Burgess
CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE
INCOME
FOR THE YEARED 31 MARCH 2020
12 months 12 months
to 31 March to 31 March
2020 2019
Continuing operations GBP000 GBP000
Revenue 105,948 78,007
Cost of sales (86,772) (65,939)
------------------------------------------------- --------------------------- ---------------------------
Gross profit 19,176 12,068
Administrative expenses (15,140) (10,962)
---------------------------------------------- --------------------------- ---------------------------
Profit before exceptional items 4,036 1,106
Exceptional items (2,028) 126
---------------------------------------------- --------------------------- ---------------------------
Profit before interest, tax and depreciation 2,008 1,232
Depreciation and amortisation (5,122) (2,822)
----------------------------------------------- --------------------------- ---------------------------
Operating loss (3,114) (1,590)
Finance income 6 3
Finance costs (302) (228)
------------------------------------------------- --------------------------- ---------------------------
Loss before taxation (3,410) (1,815)
Income tax credit 577 313
Loss for the year attributable to the
equity
shareholders of the parent company (2,833) (1,502)
------------------------------------------------ --------------------------- ---------------------------
Other comprehensive income - -
---------------------------------------------- --------------------------- ---------------------------
Total comprehensive loss for the year
net of tax
attributable to the equity shareholders
of the parent company (2,833) (1,502)
------------------------------------------------ --------------------------- ---------------------------
12 months 12 months
to 31 March to 31 March
2020 2019
Loss per share Pence Pence
From continuing operations:
Basic (1.82) (2.51)
Diluted (1.82) (2.51)
------------------------------------------------- --------------------------- ---------------------------
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEARED 31 MARCH 2020
Equity
Retained shareholders'
Share capital Share premium earnings funds
GBP000 GBP000 GBP000 GBP000
--------------- ------------------------- ------------------------- ------------------------- -------------------------
At 1 April 2018 5,979 16,408 4,951 27,338
Total
comprehensive
loss
for the year - - (1,502) (1,502)
Credit on issue
of warrants
and options - - 43 43
At 31 March
2019 5,979 16,408 3,492 25,879
Total
comprehensive
loss
for the year - - (2,833) (2,833)
Cancellation of
share
premium account - (16,408) 16,408 -
Issue of shares 12,240 - - 12,240
Expenses
attached to
equity
issue - - (450) (450)
Dividend
payment - - (455) (455)
Credit on issue
of warrants
and options - - 64 64
At 31 March
2020 18,219 - 16,226 34,445
---------------- ------------------------- ------------------------- ------------------------- -------------------------
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2020
31 March 31 March
2020 2019
GBP000 GBP000
------------------------------ ----------------------- -----------------------
Non-current assets
Intangible assets 39,631 28,824
Property, plant and equipment 789 599
Right-of-use assets 4,129 -
Investments in subsidiaries - -
Deferred tax 408 158
--------------------------------- -----------------------
44,957 29,581
------------------------------ ----------------------- -----------------------
Current assets
Inventories 77 68
Trade and other receivables 11,185 8,606
Cash and cash equivalents 8,923 7,520
20,185 16,194
------------------------------ ----------------------- -----------------------
Total assets 65,142 45,775
--------------------------------- ----------------------- -----------------------
Current liabilities
Trade and other payables (24,182) (18,784)
Contingent consideration (271) (322)
Lease liabilities (1,449) (5)
(25,902) (19,111)
------------------------------ ----------------------- -----------------------
Non-current liabilities
Trade and other payables (786) (768)
Lease liabilities (2,729) (3)
Deferred tax (1,280) (14)
(4,795) (785)
------------------------------ ----------------------- -----------------------
Total liabilities (30,697) (19,896)
------------------------------- ----------------------- -----------------------
Net current liabilities (5,717) (2,917)
------------------------------- ----------------------- -----------------------
Net assets 34,445 25,879
--------------------------------- ----------------------- -----------------------
Shareholders' equity
Called up share capital 18,219 5,979
Share premium - 16,408
Retained earnings 16,226 3,492
Equity shareholders' funds 34,445 25,879
-------------------------------- ----------------------- -----------------------
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEARED 31 MARCH 2020
31 March
2020 31 March 2019
GBP000 GBP000
------------------------------------------- ------------------------- -------------------------
Cash flows from operating
activities
Loss for the year (2,833) (1,502)
Adjustments for:
- options and warrants charge 64 43
- depreciation and amortisation 5,122 2,822
- impairment of goodwill 1,500 2,000
- tax (income)/expense recognised in
profit or loss (577) (313)
- finance income (6) -
- finance costs 302 112
- revaluation of contingent
consideration - (2,668)
Movements in working capital:
- inventories (8) 10
- movement in trade and other receivables 2,076 1,100
- movement in trade and other
payables (2,637) (3,457)
Cash used for operations 3,003 (1,853)
Income tax received/(paid) (104) 39
Net cash flows from operating
activities 2,899 (1,814)
--------------------------------------------- ------------------------- -------------------------
Cash flows from investing
activities
Purchase of property, plant and equipment (397) (265)
Additions of intangible assets (192) (491)
Acquisition of subsidiaries, net of
cash acquired (7,955) -
Contingent consideration paid (51) (130)
Net cash flows from investing
activities (8,595) (886)
--------------------------------------------- ------------------------- -------------------------
Cash flows from financing
activities
Issued share capital, net
of expenses 9,289 -
Dividends paid to the holders of the
parent (455) -
Interest
paid (97) -
Principle paid on lease liabilities (1,638) (4)
Net cash flows from financing
activities 7,099 (4)
--------------------------------------------- ------------------------- -------------------------
Net increase / (decrease) in cash and
cash equivalents 1,403 (2,704)
Cash and cash equivalents at the beginning
of year 7,520 10,224
Cash and cash equivalents at the end
of the year 8,923 7,520
---------------------------------------------- ------------------------- -------------------------
NOTES TO THE FINANCIAL INFORMATION
FOR THE YEARED 31 MARCH 2020
1. GENERAL INFORMATION
Totally plc is a public limited company ("the Company")
incorporated in the United Kingdom under the Companies Act 2006
(registration number 3870101). The Company is domiciled in the
United Kingdom and its registered address is Cardinal Square West,
10 Nottingham Road, Derby DE1 3QT. The Company's ordinary shares
are traded on the AIM market of the London Stock Exchange
("AIM").
The Group's principal activities are the provision of innovative
and consolidatory solutions to the healthcare sector, which are
provided by the Group's wholly owned subsidiaries.
The Company's principal activity is to provide management
services to its subsidiaries.
2. BASIS OF PREPARATION
The financial information set out in this announcement does not
constitute statutory accounts as defined by section 435 of the
Companies Act 2006. It has been prepared in accordance with the
recognition and measurement principles of International Financial
Reporting Standards (IFRS) adopted for use in the European Union,
including IFRIC interpretations issued by the International
Accounting Standards Board, and in accordance with the AIM rules
and is not therefore in full compliance with IFRS. The principal
accounting policies applied in the preparation of the financial
information are detailed in note 3.
The financial statements for the year ended 31 March 2020 are
not authorised for issue however it is anticipated that audit
reports will not be modified and will not draw attention to any
matters by way of emphasis or contain a statement under 498(2) or
498(3) of the Companies Act 2006.
The financial information has been prepared on the historical
cost basis and are presented in Sterling and all values are rounded
to the nearest thousand pounds (GBP000) except when otherwise
indicated.
The Directors have produced forecasts that have been sensitised
to reflect plausible downside scenarios as a result of the COVID-19
pandemic and its impact on the group's operations given the nature
of its contracts with customers and the customer base. These
demonstrate the Group is forecast to generate profits and cash in
the year ending 31 March 2021 and beyond and that the Group has
sufficient cash reserves to enable the Group to meet its
obligations as they fall due for a period of at least 12 months
from the date of signing of these financial statements.
As such, the Directors are satisfied that the Group has adequate
resources to continue to operate for the foreseeable future. For
this reason, they continue to adopt the going concern basis for
preparing these financial statements.
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of consolidation
The Group's financial statements include the results of the
Company and its subsidiaries, all of which are prepared up to the
same date as the parent company.
Subsidiaries
Subsidiaries are all entities over which the Company has the
ability to exercise control and are accounted for as subsidiaries.
The trading results of subsidiaries acquired or disposed of during
the period end are included in the income statement from the
effective date of acquisition or up to the effective date of
disposal, as appropriate.
All intra-group transactions, balances, income and expenditure
are eliminated on consolidation.
The purchase method of accounting is used to account for the
acquisition of subsidiaries by the Company. The cost of an
acquisition is measured as the fair value of the assets given,
equity instruments issued, and liabilities incurred or assumed at
the date of exchange. Identifiable assets acquired and liabilities
and contingent liabilities assumed in a business combination are
initially measured at fair value at the acquisition date
irrespective of the extent of any non-controlling interest. The
excess of cost of acquisition over the fair values of the Group's
share of identifiable net assets acquired is recognised as
goodwill. Any deficiency of the cost of acquisition below the fair
value of identifiable net assets acquired (i.e. discount on
acquisition) is recognised directly in the income statement. All
acquisition expenses have been reported within the income statement
immediately.
Any contingent consideration to be transferred by the Group is
recognised at fair value at the acquisition date. Subsequent
changes to the fair value of the contingent consideration that is
deemed to be an asset or liability is recognised in accordance with
IAS 39 either in profit or loss or as a change to other
comprehensive income.
Where necessary, adjustments are made to the financial
information of subsidiaries to bring the accounting policies used
in line with those used by other members of the Group.
Revenue recognition
Revenue is generated by providing clinical health coaching,
supporting shared decision-making services and software solutions
to the healthcare sector, physiotherapy, dermatology and urgent
care services. Services are provided through short-term and
long-term contracts.
Revenue is recognised to the extent that it is probable that the
economic benefits will flow to the Group and the revenue can be
reliably measured. Revenue is measured as the fair value of the
consideration received or receivable, excluding discounts, rebates,
value added tax and other sales taxes.
Clinical health coaching, supporting shared decision-making
services and software solutions to the healthcare sector
Revenue is recognised as services are provided. Revenue is
recognised in the month when the service is provided, as this is
the point when revenue activity can be reliably measured.
Physiotherapy and dermatology services
Revenue represents invoiced sales of services to regional Care
Commissioning Groups of the National Health Service. Revenue is
recognised in the month when the service is provided, as this is
the point when revenue activity can be reliably measured. Revenue
can be subject to clawback adjustments based on performance against
criteria as detailed in the individual contracts.
Insourcing services
Revenue is recognised as services are provided. Revenue is
recognised in the month when the service is provided, as this is
the point when revenue activity can be reliably measured.
Urgent Care services
Revenue is recognised as services are provided. Revenue is
recognised in the month when the service is provided, as this is
the point when revenue activity can be reliably measured. Revenue
can be subject to clawback adjustments based on performance against
criteria as detailed in the individual contracts.
All revenue originates in the United Kingdom.
Finance income
Finance income comprises bank interest received, recognised on
an accruals basis.
Finance costs
Finance costs comprise bank charges and interest on leases
recognised under IFRS 16. The prior year also included the
unwinding of the fair value adjustment of the contingent
consideration.
Property, plant and equipment
Property, plant and equipment is carried at cost less
accumulated depreciation and any recognised impairment in value.
Cost comprises the aggregate amount paid to acquire assets and
includes costs directly attributable to making the asset capable of
operating as intended.
Depreciation is calculated to write down the cost of the assets
to their residual values by equal instalments over the estimated
useful economic lives as follows:
Motor vehicles - 3 and 5
years
Computer equipment - 2 and 5
years
Plant and machinery and Office equipment - 2 to 5 years
Freehold property improvements and Short - 3 to 10
leasehold property years
The assets' residual values, useful lives and methods of
depreciation are reviewed, and adjusted if appropriate on an annual
basis. An asset is de-recognised upon disposal or when no future
economic benefits are expected from its use or disposal. Any gain
or loss arising on de-recognition of the asset (calculated as the
difference between the net disposal proceeds and the carrying
amount of the asset) is included in the income statement in the
period that the asset is de-recognised.
Inventories
Inventories are valued at the lower of cost and net realisable
value. In general, costs are determined on a first in first out
basis and includes all direct expenditure based on a normal level
of activity. Net realisable value is the price at which the stocks
can be sold in the normal course of business after allowing for the
costs of realisation and where appropriate for the costs of
conversion from its existing state to a finished condition.
Intangible assets other than goodwill
Intangible assets other than goodwill comprise computer software
and customer contracts and relationships.
Computer software is recognised at cost and subsequently
amortised over its expected useful economic life of three
years.
Customer contracts and the related customer relationships were
acquired in business combinations and recognised separately from
goodwill. They are initially recognised at their fair value at the
acquisition date (which is regarded as their cost). Subsequent to
initial recognition, these assets are amortised over the expected
life of contracts and reported at cost less accumulated
amortisation and accumulated impairment losses. Assets are reviewed
for impairment on at least an annual basis.
Goodwill
Goodwill represents the excess of the fair value of the
consideration of an acquisition over the fair value of the Group's
share of the net identifiable assets of the acquired subsidiary at
the date of acquisition. Goodwill is considered to have an
indefinite useful life. Goodwill is tested for impairment annually
and again whenever indicators of impairment are detected and is
carried at cost less any provision for impairment.
Impairment of non-current assets
For the purposes of impairment testing, goodwill is allocated to
each of the Group's cash-generating units ("CGUs") or groups of
CGUs that is expected to benefit from the synergies of the
combination. These comprise Urgent Care and Planned Care segments
and at 31 March 2020 the goodwill allocated to each amounted to
GBP22,674,000 and GBP7,836,000 respectively.
A cash-generating unit to which goodwill has been allocated is
tested for impairment annually, or more frequently when there is an
indication that the unit may be impaired. If the recoverable amount
of the cash-generating unit is less than its carrying amount, the
impairment loss is allocated first to reduce the carrying amount of
any goodwill allocated to the unit and then to the other assets of
the unit pro-rata based on the carrying amount of each asset in the
unit. Any impairment loss for goodwill is recognised directly in
profit or loss. An impairment loss recognised for goodwill is not
reversed in subsequent periods.
The value of the goodwill was tested for impairment during the
current financial year by means of comparing the recoverable amount
of each CGU or group of CGUs with the carrying value of its
goodwill.
The calculation of the CGUs' value in use is calculated on the
cash flows expected to be generated using the latest budget and
forecast data. Estimates of revenue and costs are based on past
experience and expectations of future changes in the market.
Board approved cash flow projections for five years are used and
then extrapolated out assuming flat cash flows and discounted at a
pre-tax rate of 10% (2019: 10%) over five years and then into
perpetuity.
Based on the operating performance of the CGUs, an impairment of
goodwill of GBP1.5m was identified in the current financial year
(2019: GBP2.0m).
On disposal of the relevant cash-generating unit, the
attributable amount of goodwill is included in the determination of
the profit or loss on disposal.
Trade and other receivables
Trade receivables, which are generally received by the end of
month following terms, are recognised and carried at the lower of
their original invoiced value less provision for expected credit
losses.
Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and short-term
deposits with an original maturity of three months or less.
Trade and other payables
Trade payables are obligations to pay for goods and services
that have been acquired in the ordinary course of business from
suppliers. Trade and other payables are recognised at original
cost.
Borrowings
Borrowings are initially recognised at fair value, being
proceeds received less directly attributable transaction costs
incurred. Borrowings are subsequently measured at amortised cost
with any transaction costs amortised to the income statement over
the period of the borrowings using the effective interest
method.
Foreign currencies transactions
Transactions denominated in foreign currencies are translated at
the exchange rate at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies at the period end
are translated at the exchange rate ruling at that date. Foreign
exchange differences arising on translation are recognised in the
income statement.
Leased assets
Until 31 March 2019, leases of property, plant and equipment
were classified as either finance leases or operating leases. From
1 April 2019, leases are recognised as a right-of-use asset and a
corresponding liability at the date at which the leased asset is
available for use by the Company.
Assets and liabilities arising from a lease are initially
measured on a present value basis. Lease liabilities include the
net present value of fixed lease payments. The lease payments are
discounted using the interest rate implicit in the lease. If that
rate cannot be readily determined, the lessee's incremental
borrowing rate is used, being the rate that the lessee would have
to borrow the funds necessary to obtain an asset of similar value
to the right-of-use asset with similar terms, security and
conditions.
Lease payments are allocated between principle and finance
costs. The finance cost is charged to profit or loss over the lease
period so as to produce a constant periodic rate of interest on the
remaining balance of the liability for each period.
Right-of-use assets are measured at cost comprising the initial
measurement of lease liability, any lease payments made at or
before the commencement date less any lease incentives received,
and any initial direct costs.
Right-of-use assets are depreciated over the shorter of the
asset's useful life and the lease term on a straight-line
basis.
Payments associated with short-term leases of equipment and
vehicles and all leases of assets considered low value are
recognised as an expense in profit or loss on a straight-line
basis. Short-term leases are leases with a lease term of twelve
months or less.
Exceptional items
Exceptional items are those items that, in the Directors' view,
are required to be separately disclosed by virtue of their size or
incidence to enable a full understanding of the Group's financial
performance.
Income taxes
Current income tax assets and liabilities are measured at the
amount expected to be recovered or paid to the taxation authorities
based on tax rates and laws that are enacted or substantively
enacted by the period end date. Deferred income tax is recognised
using the balance sheet liability method, providing for temporary
differences between the tax bases and the accounting bases of
assets and liabilities. Deferred income tax is calculated on an
undiscounted basis at the tax rates that are expected to apply in
the period when the liability is settled and the asset is realised,
based on tax rates and laws enacted or substantively enacted at the
period end date.
Deferred income tax liabilities are recognised for all temporary
differences, except for an asset or liability in a transaction that
is not a business combination, and at the time of the transaction
affects neither the accounting profit nor taxable profit or
loss.
Deferred income tax is charged or credited to the income
statement, except when it relates to items charged or credited to
equity, in which case the deferred tax is also dealt with in
equity. Deferred income tax assets and liabilities are offset
against each other only when the Company has a legally enforceable
right to do so.
Deferred income tax assets are recognised to the extent that it
is probable that future taxable profits will be available against
which the deductible temporary differences can be utilised.
Retirement benefits
The Group operates a defined contribution plan. A defined
contribution plan is a pension plan under which the employer pays
fixed contribution into a separate entity. Contributions payable to
the plan are charged to the income statement in the period to which
they relate. The Group has no legal or constructive obligations to
pay further contributions if the fund does not hold sufficient
assets to pay all employees the benefits relating to employee
service in the current and prior periods.
Company only accounting policies
The following principal accounting policies have been
applied:
Investments
Fixed asset investments are stated at cost less provisions for
diminution in value.
Deferred tax
Deferred tax assets and liabilities are recognised where the
carrying amount of an asset or liability in the Company Statement
of financial position differs from its tax base, except for
differences arising on:
-- the initial recognition of goodwill;
-- the initial recognition of an asset or liability in a
transaction which is not a business combination and at the time of
the transaction affects neither accounting or taxable profit;
and
-- investments in subsidiaries where the Company is able to
control the timing of the reversal of the difference and it is
probable that the difference will not reverse in the foreseeable
future.
Recognition of deferred tax assets is restricted to those
instances where it is probable that taxable profit will be
available against which the difference can be utilised.
The amount of the asset or liability is determined using tax
rates that have been enacted or substantively enacted by the
reporting date and are expected to apply when the deferred tax
liabilities or assets are settled or recovered. Deferred tax
balances are not discounted.
Share-based payments
The Group provides benefits to employees (including Directors)
of the Group in the form of share-based payment transactions,
whereby employees render services in exchange for shares or rights
over shares. The fair value of the employee services rendered is
determined by reference to the fair value of the shares awarded or
options granted. Share options are valued using the Black Scholes
pricing model, or the Monte Carlo model where performance-based
market vesting conditions apply. This fair value is charged to the
income statement over the vesting period of the share-based payment
scheme, with the corresponding increase in equity.
The value of the charge is adjusted in the income statement over
the remainder of the vesting period to reflect expected and actual
levels of options vesting, with the corresponding adjustment made
in equity.
Standards adopted in the year
During the year the Group adopted IFRS 16 with a transition date
of 1 April 2019.
There have been no other standards adopted that have had a
material impact on the financial statements and no standards
adopted in advance of their implementation dates.
Standards, interpretations and amendments not yet effective
There are a number of standards, amendments to standards, and
interpretations which have been issued by the International
Accounting Standards Board ("IASB") that are effective in future
accounting periods that the Group has decided not to adopt early.
The following amendments are effective for the period beginning 1
April 2020:
-- IAS 1 Presentation of Financial Statements;
-- IAS 8 Accounting Policies, Changes in Accounting Estimates
and Errors (Amendment - Definition of Material); and
-- IFRS 3 Business Combinations (Amendment - Definition of Business).
In January 2020, the IASB issued amendments to IAS 1, which
clarify the criteria used to determine whether liabilities are
classified as current or non-current. These amendments clarify that
current or non-current classification is based on whether an entity
has a right at the end of the reporting period to defer settlement
of the liability for at least twelve months after the reporting
period.
The Group does not believe that the amendments to IAS 1 will
have a significant impact on the classification of its
liabilities.
4. (LOSS)/EARNINGS PER SHARE
12 months to 31 March
2020 12 months to 31 March 2019
--------------------------------------- ---------------------------------------------------------------------------
Basic Diluted
loss loss Diluted
per per Basic loss loss per
Earnings share share Earnings per share share
GBP'000 GBP'000
-------------- --------------------- ------- ------- --------------------- ------------------------- -------------------------
Loss before
exceptional
items (905) (0.58)p (0.58)p (1,224) (2.05)p (2.05)p
Effect of
exceptional
items (1,928) (1.24)p (1.24)p (278) (0.46)p (0.46)p
(Loss)/profit
attributable
to owners of
the
parent (2,833) (1.82)p (1.82)p (1,502) (2.51)p (2.51)p
---------------- --------------------- ------- ------- --------------------- ------------------------- -------------------------
2020 2019
GBP'000 GBP'000
-------------- --------------------- ------- ------- --------------------- ------------------------- -------------------------
Weighted average
number of
ordinary
shares 155,696 59,795
Dilutive effect - -
of shares from
share options
----------------
Fully diluted
weighted
average number
of ordinary
shares 155,696 59,795
---------------- --------------------- ------- ------- --------------------- ------------------------- -------------------------
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 RFMTTMTTMTIM
(END) Dow Jones Newswires
July 07, 2020 02:00 ET (06:00 GMT)
Grafico Azioni Totally (LSE:TLY)
Storico
Da Mar 2024 a Apr 2024
Grafico Azioni Totally (LSE:TLY)
Storico
Da Apr 2023 a Apr 2024
