TIDMTLY
RNS Number : 3862S
Totally PLC
06 November 2019
6 November 2019
Totally plc
("Totally", "the Company" or "the Group")
Interim results for the six months ended 30 September 2019
Totally (AIM: TLY), the provider of a range of services to the
healthcare sector, is pleased to announce its unaudited interim
results for the six months ended 30 September 2019.
Operational highlights
Urgent care division:
-- Completed GBP9.7 million fundraise and highly complementary,
transformative acquisition of Greenbrook Healthcare ("Greenbrook")
in June 2019 giving us a market leading position as the largest
private provider of Urgent Treatment Centres in England
-- Progressed integration of Greenbrook into the enlarged Group
-- Vocare Limited ("Vocare") secured significant contract extensions across England
Planned care division:
-- About Health Limited ("About Health") secured two new contracts and four contract extensions
-- Premier Physical Healthcare ("Premier") secured four new
contracts and extended fifteen contracts whilst also implementing
new pilot schemes across prisons and emergency services
-- Totally Health commenced a new contract providing the health
coaching element of their back to work schemes for the Department
of Work and Pensions
Totally Healthcare:
-- Start-up insourcing business launched during September 2019 -
recruited market leading professionals to lead the business
-- Estimated insourcing market size in UK and Ireland of GBP125
million to GBP150 million with 4.5 million NHS patients on waiting
lists in England alone, an increase of 0.3 million in 12 months
with approximately 0.6 million patients waiting longer than NHS
England's 18-week target
-- Services delivered to date in the Republic of Ireland and
Northern Ireland with a pipeline of significant opportunities
Post period end:
-- Vocare secured contract extensions worth c. GBP16.6 million
in South West London and Scarborough
-- Key new contract worth c. GBP8.3 million secured by
Greenbrook for the provision of an Urgent Treatment Centre in
Watford, currently being mobilised
Financial overview*
-- Group turnover of GBP49.2 million (H1 2018: GBP40.2 million)
-- Gross profit of GBP9.8 million (H1 2018: GBP5.7 million)
-- Cash at Bank of GBP8.4 million (31 March 2019: GBP7.5 million)
-- EBITDA profit before exceptional items GBP2.1 million (H1 2018: EBITDA GBP0.1 million)
-- EBITDA profit including exceptional items GBP1.3 million (H1 2018: EBITDA GBP1.0 million)
-- Board intends to pay a maiden interim dividend of 0.25 pence per share in February 2020
*Period under review includes impact of three months trading
performance from Greenbrook since its acquisition in late June
2019
Chairman's Statement
I am pleased to report on a solid first half which saw us
complete the transformational and highly complementary acquisition
of Greenbrook Healthcare, offering the Group a greater foothold
across the UK in the urgent care sector. Urgent care is one of the
cornerstones of the NHS Long Term Plan and, with both Vocare and
Greenbrook as part of the Group, Totally has a nationwide footprint
in this area with the ability to provide the key services that the
Long Term Plan requires. Great progress has been made by the
management team integrating Greenbrook and many synergies have
already been realised. The Group has also seen good results across
the rest of the core business and continues to find many business
opportunities across our subsidiaries as we scale the Group.
During September 2019 we launched Totally Healthcare, a business
focused on insourcing; an emerging area of healthcare provision
which can help to clear long waiting lists. This is an exciting
step for us; the market for insourcing is currently estimated by
management to be valued at GBP125m-GBP150m per annum and is growing
rapidly. Our aim is for Totally Healthcare to become the UK and
Ireland's market leader in insourcing. With a national platform in
place, as well as strong relationships across a number of
healthcare commissioners and providers, we are confident that
Totally Healthcare will achieve this goal.
As ever, I would like to take this opportunity to thank all
stakeholders for their continued support over a period which has
positioned the Group for future growth. We look forward to updating
the market in due course as we continue to integrate Greenbrook
with the wider Group and develop Totally Healthcare into an
insourcing market leader.
Bob Holt
Chairman
6 November 2019
Operational Review
I am delighted with the progress that we continue to make across
the Group and am pleased to report that, at the half year, we are
trading in line with both management and market expectations and
the pipeline of opportunities remains strong across all business
streams. Alongside sizeable new contracts, extensions and renewals
across the Group we also announced, post period end, a key new c.
GBP8.3 million contract win by Greenbrook to provide services at
Watford Urgent Treatment Centre, as well as contract extensions for
Vocare worth c. GBP16.6 million and numerous contract variations
and extensions in our planned care businesses. These are fantastic
achievements, and we are hopeful of being in a position to announce
further activity in the near future.
We have continued to ensure that the quality of the services we
deliver are of a consistently high standard which is testament to
our staff. All of our registered Care Quality Commission ("CQC")
registered services are rated as Good with the exception of one
service which remains at Requiring Improvement. This is a position
that all of us at Totally are very proud to have achieved.
We were also pleased to announce the launch of Totally
Healthcare which is already actively delivering services in the
Republic of Ireland and Northern Ireland. With nearly 4.5 million
NHS patients currently on waiting lists in England alone and
increasing pressure on NHS services, waiting times and waiting
lists are not likely to decline without considerable effort. We see
a significant opportunity to benefit patients and hospitals alike,
across the UK and Ireland and we are hugely excited by the
opportunity that this presents for the Group. After just the first
few weeks of trading we are very pleased with the progress made:
patient feedback has been excellent, we have begun a number of
discussions with hospitals across the UK and are confident that
further new business is imminent.
Following the progress made on the integration of Greenbrook we
now have a strengthened nationwide platform for service delivery in
integrated urgent care, complementing our planned care subsidiaries
which continue to perform well and win new business. We are very
excited by the future prospects and are now focused on continuing
to build momentum across all our divisions and, as with the recent
launch of Totally Healthcare, are looking for opportunities to
continue to grow organically into the lucrative and emerging areas
of both planned and urgent care.
I would like to thank our shareholders for their support and all
of our employees who continue to make such a significant impact on
the business and enable it to deliver a high-quality service to
patients on behalf of our customers.
Wendy Lawrence
Chief Executive Officer
6 November 2019
Financial Review
For the six month period we are pleased to report turnover of
GBP49.2 million (H1 2018: GBP40.2 million) and earnings before
interest, taxation, depreciation and amortisation, excluding
exceptional items (EBITDA) of GBP2.1m (H1 2018: GBP0.1 million).
The loss before tax is GBP2.6 million (30 September 2018: GBP0.5
million loss). The loss before tax for the period includes
amortisation of acquisition intangibles relating to contracts
acquired of GBP2.5 million (30 September 2018: GBP0.9 million).
These results reflect the impact of three months trading
performance from Greenbrook since its acquisition in late June
2019.
An underlying Gross Margin of 17% has been achieved in the first
half of the year and is ahead of plan (14% in H1 2018). Discussions
continue with healthcare commissioners and providers regarding
preparation for winter and how we together manage these. We are
excited by the opportunity of further improvement in our gross
margin targets as the new Totally Healthcare insourcing business
gains further traction and delivers solid gross margin in excess of
20%. Overhead reduction opportunities also continue to deliver as
planned.
During the six month period to 30 September 2019, the
acquisition of Greenbrook Healthcare was completed. The gross cash
consideration for the Greenbrook acquisition was GBP13.8 million
and included cash acquired of GBP5.8 million. The net cash outflow
was GBP8.0 million. The acquisition was funded through a Placing of
shares at 10p per share raising GBP9.0 million gross, an open Offer
which raised GBP0.74m and the Group's existing cash resources.
The transaction, which was transacted as a reverse takeover and
on a 'cash free, debt free' basis plus normalised working capital,
was funded through new equity and Totally cash reserves. Totally
plc has historically presented the consideration paid in relation
to acquisitions in 'gross' terms, thus including the cash acquired,
and will continue to do so in the interests of consistency.
Accordingly, the total consideration for the acquisition of
Greenbrook was GBP11.5 million on a cash free and debt free basis,
with a normalised level of working capital.
Maiden Interim Dividend
The Company intends to pay a maiden interim dividend of 0.25
pence per share in February 2020. The interim dividend will be
formally declared and announced ahead of its proposed payment in
February 2020. The introduction of a dividend stream for the
benefit of shareholders reflects the Group's performance and the
Board's confidence in the Group's future prospects.
Lisa Barter
Finance Director
6 November 2019
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
Interim Consolidated Income Statement
For the six months ended 30 September 2019
Six Months Six Months Year ended
ended 30 September ended 30 September 31 March
2019*
(unaudited) 2018** 2019
(unaudited) (audited)
GBP000
GBP000 GBP000
------------------------------ ------------------- ------------------- ----------
Revenue 49,221 40,164 78,007
Cost of sales (39,397) (34,475) (65,939)
------------------- ------------------- ----------
Gross profit 9,824 5,689 12,068
Administrative expenses (7,748) (5,594) (10,962)
EBITDA excluding exceptional
items 2,076 95 1,106
Exceptional items (790) 912 126
------------------- ------------------- ----------
EBITDA including exceptional
items 1,286 1,007 1,232
Depreciation and amortisation (3,755) (1,420) (2,822)
------------------- ------------------- ----------
Operating loss (2,469) (413) (1,590)
Finance income 2 2 3
Finance costs (153) (129) (228)
------------------- ------------------- ----------
Loss before tax (2,620) (540) (1,815)
Income tax 363 (231) 313
------------------- ------------------- ----------
Loss after tax (2,257) (771) (1,502)
(Loss)/earnings per share
Continuing operations
Basic: Pence (1.75) (1.29) (2.51)
Diluted: Pence (1.75) (1.29) (2.51)
* The financial results for the six months to 30 September 2019
include the impact of three months trading performance from
Greenbrook which was acquired on 20 June 2019.
** The financial results for the six months to 30 September 2018
do not include Greenbrook which was acquired on 20 June 2019.
Interim Consolidated Statement of Changes in Equity
For the six months ended 30 September 2019
Share Share premium Retained Equity Shareholders'
capital earnings funds
GBP000 GBP000
GBP000 GBP000
----------------------------------- -------- ------------- --------- --------------------
At 1 April 2018 (Audited) 5,979 16,408 4,951 27,338
Comprehensive loss for the period
(Unaudited) - - (771) (771)
Credit on issue of warrants and
Options (Unaudited) - - 21 21
-------- ------------- --------- --------------------
At 30 September 2018 (Unaudited) 5,979 16,408 4,201 26,588
-------- ------------- --------- --------------------
At 1 April 2018 (Audited) 5,979 16,408 4,951 27,338
Comprehensive loss for the period
(Audited) - - (1,502) (1,502)
Credit on issue of warrants and
options (Audited) - - 43 43
-------- ------------- --------- --------------------
At 31 March 2019 (Audited) 5,979 16,408 3,492 25,879
-------- ------------- --------- --------------------
At 1 April 2019 (Unaudited) 5,979 16,408 3,492 25,879
Comprehensive loss for the period
(Unaudited) - - (2,257) (2,257)
Issue of share capital (Unaudited) 12,239 - - 12,239
Credit on issue of warrants and
options (Unaudited) - - 25 25
-------- ------------- --------- --------------------
At 30 September 2019 (Unaudited) 18,218 16,408 1,260 35,886
-------- ------------- --------- --------------------
Interim Consolidated Statement of Financial Position
As at 30 September 2019
Six Months Six Months Year ended
ended 30 ended 30 31 March
September September 2019
2019
(unaudited) 2018 (audited)
GBP000 (unaudited) GBP000
GBP000
----------------------------------- ------------ ------------ ----------
Non-current assets
Intangible fixed assets 41,536 30,803 28,824
Property, plant and equipment 6,771 777 599
Deferred tax 217 515 158
------------ ------------ ----------
48,524 32,095 29,581
Current assets
Inventories 60 30 68
Trade and other receivables 13,329 10,751 8,606
Cash and cash equivalent 8,372 9,002 7,520
------------ ------------ ----------
21,761 19,783 16,194
Total assets 70,285 51,878 45,775
------------ ------------ ----------
Current liabilities
Trade and other payables (27,046) (22,373) (18,784)
Corporation tax (198) - -
Borrowings (1,584) (5) (5)
Deferred acquisition consideration (293) (2,027) (322)
------------ ------------ ----------
(29,121) (24,405) (19,111)
Non-current liabilities
Borrowings (3,496) (4) (3)
Other payables (768) (881) (768)
Deferred tax (1,014) - (14)
------------ ------------ ----------
(5,278) (885) (785)
------------ ------------ ----------
Total liabilities (34,399) (25,290) (19,896)
------------ ------------ ----------
Net current liabilities (7,360) (4,622) (2,917)
------------ ------------ ----------
Net assets 35,886 26,588 25,879
------------ ------------ ----------
Shareholders' Equity
Share capital 18,218 5,979 5,979
Share premium account 16,408 16,408 16,408
Retained earnings 1,260 4,201 3,492
------------ ------------ ----------
Equity shareholders' funds 35,886 26,588 25,879
------------ ------------ ----------
Interim Consolidated Cash Flow Statement
For the six months ended 30 September 2019
Six Months Six Months Year ended
ended 30 ended 30 31 March
September September 2019
2019
(unaudited) 2018 (audited)
(unaudited)
GBP000 GBP000
GBP000
----------------------------------------------------- ------------ ------------ ----------
Cash flow from operating activities:
(Loss)/profit for the period (2,257) (771) (1,502)
Adjustments for:
Options and warrants charge 25 21 43
Amortisation and depreciation 1,302 558 1,098
Amortisation of intangible value of contracts 2,453 862 1,724
Impairment of goodwill - - 2,000
Tax expense recognised in profit or loss (363) 231 (313)
Revaluation of contingent consideration - (1,011) (2,668)
Finance costs - 112 112
Movements in working capital:
Movement in inventory 8 48 10
Movement in trade and other receivables (208) (1,044) 1,100
Movement in trade and other payables (967) 91 (3,457)
------------ ------------ ----------
Cash generated from operations* (7) (903) (1,853)
Income tax received/(paid) 55 36 39
------------ ------------ ----------
Net cash flows from operating activities 48 (867) (1,814)
------------ ------------ ----------
Cash flow from investing activities:
Purchase of property, plant and equipment (142) (117) (265)
Additions of intangible assets (3) (154) (491)
Contingent consideration (28) (81) (130)
Acquisition of subsidiary, net of cash acquired (8,029) - -
------------ ------------ ----------
Net cash flows from investing activities (8,202) (352) (886)
------------ ------------ ----------
Cash outflow before financing (8,154) (1,219) (2,700)
Cash flow from financing activities:
Issue of share capital 9,739 - -
Finance lease payments (733) (3) (4)
------------ ------------ ----------
Net cash flow from financing activities 9,006 (3) (4)
------------ ------------ ----------
Net increase/(decrease) in cash and cash equivalents 852 (1,222) (2,704)
Cash and cash equivalents at beginning of the period 7,520 10,224 10,224
------------ ------------ ----------
Cash and cash equivalents at end of the period 8,372 9,002 7,520
------------ ------------ ----------
*Operating cash flows contain GBP0.8 million of acquisition
related expenses which by nature are not considered to be recurring
operating expenses.
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, Vocare Limited, Greenbrook Healthcare (Hounslow) Limited,
Greenbrook Healthcare (Earl's Court) Limited and Totally Healthcare
Limited.
The Group's interim report and accounts for the six months ended
30 September 2019 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 six months ended 30 September 2019 have been prepared in
accordance with the AIM Rules for Companies and should be read in
conjunction with the financial statements for the year ended 31
March 2019, 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, presentation and methods of computation
as set out in the Group's March 2019 Annual Report and Accounts,
except for those that relate to new standards and interpretations
effective for the first time for periods beginning on (or after) 1
January 2019, and will be adopted in the 2020 annual financial
statements. As of 1 April 2019, IFRS 16 "Leases", became effective
and requires lessees to recognise all lease assets and liabilities
on the balance sheet for both finance leases and operating leases.
The main impact has been to recognise right of use assets of GBP6.0
million in intangible assets (of which GBP1.6 million relates to
the acquisition of Greenbrook) and a lease liability for future
payments of GBP5.8 million (of which GBP1.5 million relates to the
acquisition of Greenbrook).
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 5 November 2019. The
results for the six months to 30 September 2019 and the comparative
results for the six months to 30 September 2018 are unaudited. The
figures for the period ended 31 March 2019 are extracted from the
statutory accounts of the Group for that period.
The Directors believe that a combination of the Group's current
cash, projected revenues from existing and future contracts 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. Exceptional items
6 months 6 months Year ended
ended ended
30 September 30 September 31 March
2019 2018
2019
GBP000 GBP000
(Unaudited) (Unaudited)
GBP000
(Audited)
Expenses in connection with
the acquisition of subsidiaries 790 - 465
Revaluation of contingent consideration - (1,011) (2,668)
Impairment of goodwill - - 2,000
Other costs 99 77
-------------- -------------- -----------
790 (912) (126)
-------------- -------------- -----------
3. (Loss)/earnings per share
Basic (loss)/earnings per share is calculated by dividing the
(loss)/profit attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the
period. Diluted (loss)/earnings per share takes into account the
effects of share options in issue.
6 months 6 months 12 months
ended ended ended
30 September 30 September 31 March
2019 2018
2019
GBP000 GBP000
(Unaudited) (Unaudited) GBP000
(Audited)
Loss (continuing operations)
(GBP000) (2,257) (771) (1,502)
Weighted average number of
shares used in basic earnings
per share calculations ('000) 128,766,861 59,795 59,795
Potentially dilutive share - - -
options and contingent share
consideration ('000)
-------------- -------------- -----------
Weighted average number of
shares used in diluted earnings
per share calculations (continuing
operations) ('000) 128,766,861 59,795 59,795
-------------- -------------- -----------
Basic (loss)/earnings per share
(continuing operations) (Pence) (1.75) (1.29) (2.51)
Diluted (loss)/earnings per
share (continuing operations)
(Pence) (1.75) (1.29) (2.51)
-------------- -------------- -----------
4. Events after the reporting period
On 7 October 2019 two contract extensions, worth a total of c.
GBP16.6 million, were awarded to Vocare Limited. The contract
extensions comprise the following:
-- The South West London NHS 111 & GP Out of Hours contract
which has been extended from 28 September 2019 to 30 September
2020, valued at c. GBP10.6 million.
-- The Scarborough Integrated Urgent Care (OOH & Urgent Care
Centre) contract which has been extended from 1 April 2020 to 31
March 2022, valued at c. GBP6 million.
On 11 October 2019, Greenbrook Healthcare was awarded a new
contract to deliver Urgent Treatment Centre services to Watford
General Hospital, co-located in the A&E department, on behalf
of West Hertfordshire Hospitals NHS Trust. The contract is worth a
total of c. GBP8.3 million for the first period of the Contract to
30 June 2024.
On 5 November 2019 the Company announced that the High Court had
confirmed the cancellation of the balance standing to the credit of
the Company's share premium account (the "Capital Reduction").
Following approval by shareholders, confirmation by the High Court
and subsequent registration of the Court order confirming the
Capital Reduction by the Registrar of Companies, the Capital
Reduction became effective on 5 November 2019.
The Directors have announced the intention to pay a maiden
interim dividend of 0.25 pence per share in February 2020. The
interim statement does not reflect this dividend payable. The
interim dividend will be formally declared and announced ahead of
its proposed payment in February 2020.
5. 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 Cardinal Square
West, 10 Nottingham Road, Derby, DE1 3QT.
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END
IR BIBDBRGGBGCU
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