Annual Report
For the period ended 31 March 2019
Addressing the challenges of the
UK healthcare sector by working in
partnership with the NHS to deliver
an out-of-hospital care model.
Totally plc is listed on the AIM market of the
London Stock Exchange (AIM:TLY)
Financial statements
Independent Auditor’s Report
Consolidated Statement of Profit or Loss
and Other Comprehensive Income
Consolidated Statement of
Changes in Equity
Consolidated and Company
Statements of Financial Position
Consolidated Cash Flow Statement
Notes to the Financial Statements
Company information
36
37
42
43
44
45
46
74
Strategic Report
Highlights
Totally at a glance
Market Opportunity
Chairman’s statement
CEO’s review
Clinical Quality review
Financial review
Principal risks and uncertainties
Governance
Chairman’s Corporate Governance Report
Our Board
Our Senior Leaders across the Group
Nomination Committee Report
Audit Committee Report
Directors’ Remuneration Report
Directors’ Report
Statement of Directors’ Responsibilities
1
1
2
4
7
8
10
12
16
17
18
24
26
27
28
30
32
35
Highlights
18 out of 20
Vocare registered services
rated as ‘Good’ by the
Care Quality Commission
£78m
Revenue
£7.5m
Cash in the bank
c£35m
New and renewed contracts
Totally’s national healthcare delivery platform enables us to deliver high-quality services
close to patients and commissioners from a confident, resilient position. Totally will
continue to develop systems and processes to ensure that it becomes an employer of
choice for healthcare staff and the partner of choice for the NHS.
u Emphasis on delivering high quality,
u High-quality provider with exceptional
patient centred care
depth of talent and industry relationships
u National scale to support commissioners
u National healthcare provider with a track
and patients across all sectors
u Continuum of services and expansion
of geographic footprint that deliver
unrivalled commitment to the people
we treat
record of successful delivery of high quality
services designed around the patients and
users of our services
1
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Totally at a glance
Our Vision
To build Totally into a leading healthcare provider to help
address the significant healthcare challenges faced by the
UK now and importantly, in the future.
By working to deliver preventative and responsive care
across multiple delivery models, Totally’s goal is to:
OUR MISSION is to provide the highest quality care to
all of the patients we treat by working in partnership with
the NHS and delivering shareholder value.
u
provide patients with access to high-quality
healthcare;
u
reduce demands upon urgent healthcare
services; and
u
support the NHS to deliver its key performance
targets by ensuring that patients receive appropriate
treatment as quickly as possible.
We are focused on ensuring that when people are in
need of healthcare services, they are supported to
access appropriate treatment quickly and achieve the
best possible health outcomes.
OUR VALUES underpin everything we do:
u
support our people to deliver the very best care
possible;
u
provide patients with safe, reliable, timely and high-
quality care;
u
u
always try to improve the quality of the services that
we provide, learning from mistakes and from what
we do well;
operate an open, honest, no-blame culture which
encourages respect and supports learning and
innovation; and
u
recognise and value the people who work for us and
with us.
2
Totally Annual Report for the period ended 31 March 2019 Building a leading
healthcare provider in the UK
Part of the Optimum Healthcare Solution Group
Physiotherapy Services
Physiotherapy services are delivered across the country
by both Premier Physical Healthcare and Optimum
Sports Performance Centre. We focus on the provision
of musculoskeletal and sports injury services to the NHS,
private patients, medico-legal and other public sector
commissioners, including police forces, councils and prisons
(for whom podiatry services are also provided). In addition,
our physiotherapists provide services within our urgent care
centres, promoting our ethos of ensuring that patients get
access to the most appropriate care as quickly as possible.
All of our physiotherapy patients can access their clinicians
and care plan via a smart app, using technology to ensure
that we deliver responsive care.
Outpatient and Referral
Management Services
About Health is a leading provider of dermatology
outpatient services and referral management services to the
NHS across England. During 2018/19 About Health secured
both new and extended contracts with its commissioners
and plans to expand its outpatient services into more clinical
specialities. Its referral management services have expanded
to include a wider range of services which support the quality
improvement of patient referrals, ensuring patients can
quickly access the most appropriate service. All of About
Health’s contracts are delivered in partnership with the NHS.
Urgent Care Services
Vocare is one of the largest and leading providers of Urgent
Care Services to the NHS across the UK. It is a provider of;
u NHS 111 services;
u GP Out of Hours services;
u Urgent Care Centres;
u Urgent Treatment Centres; and
u
Clinical Assessment Services to support Integrated
Urgent Care services (in line with NHS England Strategy
requirement, published August 2017).
For efficient delivery of the above services Vocare operates
a multidisciplinary, clinically led model which includes GPs,
Emergency Nurse Practitioners, Urgent Care Nurses,
Paramedics, Dental Professionals, Pharmacists and
Physiotherapists, along with other support service staff.
Vocare works in conjunction with the NHS and other
healthcare providers offering services across England.
Vocare was a transformational acquisition for Totally plc and
offers a number of opportunities for growth and expansion
into new markets. Vocare also yielded the opportunity across
the Group to streamline back office functions, operate best
practice and reduce central overheads.
Upon completion of the acquisition we focussed on the
quality of existing care delivery models, working closely with
the Care Quality Commission (CQC). During our first year
of ownership we ensured that our CQC ratings improved
to reflect our staff’s commitment to delivering excellent
patient care. By March 2019, 18 out of 20 of Vocare’s
registered services were rated as ‘Good’ which is testament
to our staff and our clinical quality team. Changes were
also made quickly to ensure that we had clear leadership
in Vocare, with new appointments to both the Managing
Director and Medical Director roles.
3
Totally Annual Report for the period ended 31 March 2019OptimumPhysiotherapy Market Opportunity
NHS Long-term plan
In January 2019 the NHS published
its long-term plan which sets out its
ambitions for the next ten years.
This, along with its Integrated Urgent Care Service
Specification, published in August 2017, sets a clear
blueprint for how all services will be delivered to the
population of England and how demand for such
services will be managed.
Demand for all healthcare services continues to rise and
it is key that the NHS is able to partner with high-quality
care delivery organisations which ensure that patients
can access appropriate services 24 hours per day, 365
days per year.
Totally is well-placed to deliver innovative, efficient
services in partnership with the NHS and other
healthcare commissioning bodies across the UK.
Providing services to complement those provided by the NHS,
enabling quick access to health care services
Pharmacy
Self care
Physiotherapy
Health coaching
Long-term conditions support
Physiotherapy
Outpatients
Dermatology
111 helpline
Out of Hours services
Urgent Care Centres
Urgent Treatment Centres
Clinical assessment hubs
Hospital
4
Totally Annual Report for the period ended 31 March 2019 Our Strategy is to become a leading
healthcare provider working in
partnership with the NHS and
other healthcare commissioners.
We will achieve this by both
acquisition and organic
growth.
We have multiple levers
for EBITDA growth
Core market
growth
Ageing
population
Increase in
lifestyle related
diseases
Increasing
demand for
healthcare
services
Market
share gains
Industry leader
in quality and
accreditation
drives referral
growth
Drive untapped
growth across
an expanded
geographic
footprint
Partnerships
Deliver a track
record of
delivering quality
via partnerships
Expand into new
markets along
with partners’
footprint
Leverage value
proposition
and unmatched
national scale to
pursue strong
pipeline of
new partners
nationwide
Synergies
Improve
margins & cost
reductions from
overhead, IT &
support services
Eg; HR, Finance
& Business
Development
Share best
practice across
all organisations
Implement new
Packard pathway
models reducing
costs and
improving quality
New
acquisitions
New acquisitions
in out-of-
hospital
healthcare
Expand
geographic reach
in untapped
markets
Capitalise
on highly
fragmented
provider base
Strategic
relationships
Emerging
strategic player
relationships
Value-added
services
Preferred partner
relationships
Assisting
regulators and
strategists
with policy
development
In 2016 the NHS estimated its spend on outsourced services to
be in excess of £20bn per annum for healthcare services alone
Totally Annual Report for the period ended 31 March 2019
5
Financial Statements Governance Strategic Report Organic growthAcquisitionUpside opportunities Ensuring that our staff
are treated well and enjoy
coming to work means that
we have less reliance on high
cost agency and temporary staff,
all of which enables us to grow the
business and deliver a good return
for our shareholders.
6
Totally Annual Report for the period ended 31 March 2019
Chairman’s statement
Bob Holt OBE
Chairman
I am pleased to report an excellent set
of results for the 12 months ending 31
March 2019, with a turnover of £78.0m
(2018: £42.5m) and pre-exceptional
EBITDA of £1.1m (2018: £0.2m).
Cash was again well managed, with cash at year end
of £7.5m. There are no further earn out payments due
on any of the operating subsidiaries.
The Vocare acquisition in October 2017 brought
its challenges but I’m delighted to confirm that the
business is performing in line with the expectations
we had when the business was acquired.
When we acquired Vocare the operational performance
was less than Totally would find acceptable, I am
therefore delighted that as at the year end 18 out of
20 of registered services reviewed by the Care Quality
Commission (CQC) were rated as Good.
About Health, our dermatology business, has
progressed well and was successful in both growing
the contract base and range of services provided.
The remaining businesses have continued their work
with the NHS and other public sector bodies including
expanding services across prison services in England.
All stakeholders will be aware of the buy and build
strategy that the Group adopted some years ago.
Since the year end the Group announced the
acquisition of Greenbrook Healthcare, a leading
provider of Urgent Care Centres in London.
I commend the employees led by Wendy Lawrence
(Chief Executive Officer) in driving the growth in both
quality and service provision.
Bob Holt OBE
Chairman
9 August 2019
Totally Annual Report for the period ended 31 March 2019
7
Financial Statements Governance Strategic Report CEO’s review
Wendy Lawrence
CEO
2018/19 was another busy year for
Totally, during which we set ourselves a
range of operational targets across the
business which were delivered on
all fronts.
Work has continued across all of our businesses to
ensure that we provide the highest quality of service
to the patients we see. During the year we have seen
our quality ratings from the Care Quality Commission
(CQC) improve significantly, resulting in 18 of Vocare’s
20 registered services rated as Good. This is testament
to the work undertaken by everyone to ensure systems
and processes are robust and support front line clinical
staff to deliver safe, effective, high quality care.
During the year we have been able to announce
over £35m in new and renewed business across our
portfolio of companies which, again, is testament
to our staff and the relationships they build with
the commissioners of our services. We continue
to do our utmost to ensure that we are seen as a
partner of choice for the NHS and other healthcare
commissioners.
Since the year end we were thrilled to announce
the completion of our acquisition of Greenbrook
Healthcare, who are themselves a high-quality provider
of urgent care centres across Greater London.
Greenbrook’s services are complementary to those of
Vocare. We plan to expand our urgent care businesses
utilising the national footprint and existing platforms
already in Totally. Roles within Totally have been
agreed with some senior people previously working in
Greenbrook to ensure we are positioned to grow the
business and respond to new opportunities. One of
these is Michael Steel, CEO at Greenbrook Healthcare,
who has joined the board of Totally plc.
8
Our dermatology business, About Health, had a
number of successes in retaining existing contracts
and growing both the contract base and range of
services provided. We were further pleased with the
performance of our physiotherapy businesses with the
retention of contracts and the continued expansion of
services across prison and occupational health, working
in partnership with Care UK amongst others.
Outlook
Demand for planned and urgent care services
continues to rise and therefore the demands we face
for our services are always increasing. January 2019
saw the publication of the NHS Long Term Plan, which
reconfirmed the importance of, and reliance placed
upon, partners of the NHS, as demand for services
continues to increase. Urgent Care is one of the key
priorities within that plan which, again, emphasises the
need for a smooth transition to seeing more Integrated
Urgent Care Services across the country. This is
also in line with the Integrated Urgent Care Service
Specification published by the NHS during August
2017. Following the acquisitions of Vocare and more
recently, Greenbrook, Totally is extremely well placed to
benefit from this trend.
The pipeline of new opportunities continues to be
strong across the Group, as do the opportunities to
look at new business streams across the UK. Given
the completion of the recent acquisition of Greenbrook
Healthcare, the year ahead will see us focus on organic
growth as well as integrating our subsidiaries and
bringing together business streams, whilst at the same
time further develop the culture of Totally to ensure we
can attract and retain the very best staff.
I must thank everyone in Totally for their dedication and
commitment to the business and to our investors for
their continued support.
Wendy Lawrence
CEO
9 August 2019
Totally Annual Report for the period ended 31 March 2019 We have a clear view
of Clinical Governance
accountability within the Group
and, as with all aspects of this work,
it extends from “service to board”
u
Chief Executive – accountable for the provision through
others of sound Clinical Governance arrangements for
delivering safe services.
u Clinical Quality Director – accountable for establishing and
maintaining a clinical governance strategy and delivery framework
for the Group. Oversees the rigorous application of Clinical Governance
Framework making adjustment where required.
u
Subsidiary Managing Directors – accountable for own organisation’s compliance
with national and local frameworks. Takes part in shared Group safety management.
Promotes culture of quality through explicit messages and behaviours within their
Company.
u Clinical Governance Leads – act as local champions and experts for patient safety and
improving quality of care within subsidiaries. Report to subsidiary Board and work with staff and
managers to make quality culture a reality.
u
Clinical staff – accountable for own professional practice and adherence to Group and Subsidiary policies.
Also act as the eyes and ears of the organisation at the patient’s level. Have an individual responsibility for
identifying and acting upon shortfalls and escalating concerns.
u
Support staff – contribute to a caring culture in all dealings with patients. Work within local and Group policies.
Raise any concerns over safety to those in charge, share ideas and suggestions.
Totally Annual Report for the period ended 31 March 2019
9
Clinical Quality review
Gloria Cooke
Clinical Quality Director
The Clinical Quality Directorate continues to drive safety and quality improvements
throughout the Group in support of the Board’s expectations for efficient, safe services.
Our principle remains the same: getting things right the
first time is the most efficient way of giving care and all
our governance efforts revolve around ensuring that the
inputs of care are good in the knowledge that this in turn
results in patient care being as we would all wish it to be.
In the year following the acquisition of Vocare, significant
focus has been placed upon strengthening their internal
processes and integrating them into the Group’s
governance framework. Key roles within Vocare were
redefined and refocused to have the most impact, then
structures and processes ensuring Board visibility on
clinical matters were put in place.
Our clinical governance framework showing “floor to Board” approach
Totally plc
Board
Group
Clinical
Governance
Board
Optimum
Sports
Performance
Centre
Chair: Group Clinical Quality Director
Totally
Health &
My Clinical
Coach
Premier
Physical
Healthcare
Members: Non-Executive Director,
Subsidiary Managing Directors
About
Health
Vocare
Team Meeting
Clinical Governance
Committee
Clinical Governance
Management Meeting
Clinical Governance
Management Meeting
Clinical Governance
Management Team
Chair: Group Clinical Quality Director
Clinical
Governance
Leads
Network
Members: Head of Patient Safety,
Clinical Goverance Leads
10
Totally Annual Report for the period ended 31 March 2019
Clinical Quality continued
Refocusing Vocare
A no-surprises approach
The Clinical Audit and Effectiveness Manager also
oversees our mock inspection process. Our services
receive unannounced inspections by a small internal
team, trained to use an in-house audit tool to deep
dive into quality and safety of the services we run. A full
inspection schedule is in place and for each inspection
verbal feedback is backed-up with a formal report and
the service team then produce an action plan to address
any shortfalls that the inspection noted. The mock
inspection team will revisit (again unannounced) and
through this cycle of change and checking we are seeing
steady improvements.
Although this may sound daunting for staff faced with
an unexpected inspection team, in fact they have really
welcomed these exercises and have wholeheartedly
cooperated during the inspection itself, working hard to
make their services even better.
There is plenty of work to do still but our groundwork in
2017/18 paid off as we embedded and developed this
year. There is still considerable energy and commitment
to delivering great care and supporting the teams who
work so hard day and night throughout the year to do this.
Gloria Cooke
Clinical Quality Director
9 August 2019
This, together with the enthusiasm, energies and efforts
of leaders and staff within Vocare has transformed their
quality and safety profile across England. Externally, we’re
heartened to see that there is recognition of this change
from the CQC, as witnessed in our improving inspection
reports and ratings. Closer to the services themselves,
we see that patient satisfaction has improved as has our
responsiveness if things don’t go well.
As systems and structures evolve we have established
important approaches in the way learning is shared with
clinicians. This is now greatly improved within Vocare,
with regular updates and newsletters going to clinicians.
These are full of information aimed at keeping patients
safe and to make it easier for clinicians to do the right
thing for patients every time.
How the Vocare CQC profile has changed
through the year.
CQC Site Status
Good
Requires improvement
Inadequate
2018
50%
35%
15%
Q1 2019
90%
10%
0%
Improving our clinical effectiveness
One of our key appointments during the year was to
the post of Clinical Audit and Effectiveness Manager.
As our Group grows and our services develop, being
sure we have a firm grip on the quality of our services
through clinical audit and subsequent learning has been
essential. This Manager oversees annual audit plans
throughout the Group and assists, teaches and advises
on audit. This, as well as designing audit tools for our
new clinical service models, ensures that we build in
assurance at ground level.
11
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report
Financial review
£78.0m
Revenue
Gross Margin 15.5%
£1.1m
EBITDA excluding
exceptional costs
12
Totally Annual Report for the period ended 31 March 2019
Totally Annual Report for the period ended 31 March 2019
Financial review continued
Lisa Barter BFP, ACA
Finance Director
After a year of integration, improving
performance and operational restructure,
the Group ended the financial year with
a stable monthly run rate. Solid focus on
clinical operations during the year has
stabilised the business and secured the
foundation for our growth plans.
Implementing a more focused operational and
financial structure coupled with clear accountability has
delivered a more effective and sustainable platform for
national scale. Whilst some investment was required
to restructure and stabilise the Vocare business, the
majority of cash consumption during the year to 31
March 2019 was driven by the rectification action plans
required to improve many of the Vocare clinical services.
Since the year end Totally plc has completed the
acquisition of Greenbrook Healthcare for £11.5 million.
This acquisition occurred following a successful placing
and open offer to raise £9.7m (before expenses)
at 10p in June 2019. The acquisition completed on
20 June 2019.
The Group posted an EBITDA of £1.1m excluding
exceptional costs.
12 months to
31 March 2019
15 months to
31 March 2018
The growth in revenue primarily reflects the full year
effect of the Vocare acquisition which completed on
24 October 2017. Several contract extensions and
retentions were announced during the 12 months to
31 March 2019 as were new contract wins in Vocare,
Premier Physical Healthcare and About Health. The
‘Other’ business segment has organically grown
revenues by £1.1m (16%) year on year. Vocare
has maintained its revenues despite the mutual
termination of Somerset GP OOH and 111 contracts
during the year reflecting organic growth in the
existing contract base and other new contract wins.
Exceptional items
Acquisition related costs
Gain on remeasurement of
contingent consideration
Impairment of goodwill
Other exceptional costs
£’000
(465)
2,668
(2,000)
(77)
126
Acquisition costs
The acquisition costs comprise legal, professional and
other related expenditure and amounted to £0.5m
(2018: £1.2m).
Revenue
Gross profit
EBITDA
Depreciation
Amortisation
(LBT)/PBT1
Net assets
Cash
£78.0m
£12.1m
£1.1m
(£0.6m)
(£2.2m)
(£1.8m)
£25.9m
£7.5m
£42.5m
£7. 0m
£0.2m
(£0.3m)
(£1.5m)
£2.1m
£27.3m
£10.2m
Contingent consideration
The final earnout period for previous acquisitions
expired at 31 March 2019. No performance-related
earnout payments were made during the year and no
further payments are due.
The remaining balance of contingent consideration is
payable in respect of the Vocare acquisition and relates
to monies advanced to employees during the first
month of employment. The balance is payable quarterly
and reflects advances recovered from employees.
1. (Loss)/profit before tax is stated after exceptional items.
The loss before tax of £1.8m is stated after an
amortisation charge of £1.7m relating to the intangible
value of contracts acquired.
13
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report
Financial review continued
As the earnout period has expired the balance of performance-related contingent consideration has been revalued
to zero.
At 31 March 2018
Paid in the period
Premier
Physical
Healthcare
£000
968
-
About
Health
£000
1,587
-
Revaluation of contingent consideration
(1,011)
(1,657)
Discount unwind in the period
At 31 March 2019
43
-
70
-
Contingent consideration – current
Contingent consideration – non-current
Vocare
£000
322
-
322
Vocare
£000
452
(130)
-
-
322
Total
31 March
2019
£000
322
-
322
Total
2019
£000
3,007
(130)
( 2,668)
113
322
Total
31 March
2018
£000
452
2,555
3,007
Impairment
As at 31 March 2019 the Directors agreed to impair the carrying value of goodwill relating to acquisitions made during
the year to 31 December 2016. The impairment loss of £2,000,000 has been recognised as an exceptional expense in
the consolidated statement of comprehensive income.
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 £11.5m 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 an additional consideration payable of
£4.8 million.
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 in order to improve people’s health, reduce NHS healthcare reliance, re-admissions and emergency
admissions to hospital.
14
Totally Annual Report for the period ended 31 March 2019 Financial review continued
The provisional assets and liabilities as at 20 June 2019 arising from the acquisition were as follows:
Property, plant and equipment
Trade receivables and other debtors
Cash in hand
Trade and other payables
Deferred tax
Convertible loan notes
Net (liabilities) acquired
Goodwill
Value of contracts
Total consideration
Satisfied by:
Cash
Ordinary shares issued
Carrying
amount
£000
296
Fair value
adjustment
£000
-
Provisional
fair value
£000
296
4,695
2,007
-
-
(7,759)
(1,341)
(34)
(50)
(845)
-
-
(1,341)
4,695
2,007
(9,100)
(34)
(50)
(2,186)
11,521
6,975
16,310
13,810
2,500
16,310
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.
Lisa Barter
Finance Director
9 August 2019
15
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report
Principal risks and uncertainties
Business Risks
Risk
Staffing risk
Shortage of GPs
Competition and
pricing pressure
Regulatory Risk
CQC and other requirements
Mitigation
Totally operates a multidisciplinary staffing model with no reliance on one
staff group. We also invest heavily in our staff to encourage retention of talent.
Investment in recruitment and retention reduces our reliance on temporary staff.
We stay ahead of other providers by continually innovating and investing in our
care delivery models as well as supporting the national agenda for moving to an
outcome-based commissioning model.
Regulatory requirements are closely managed by our senior team.
Business disruption
Failure of information systems
Performance of systems is closely managed by our Digital team and
contingency plans are in place.
Activity and patient
volume exposure
Totally manages patient activity and volume data by using NHS approved
patient administration systems.
Actual activity is reported to the commissioners on a regular basis with
quarterly reconciliation back to contracted activity and financial models.
Seasonal trends and peak times are planned for and monitored carefully.
Buy and build strategy
Competing resources
Acquisition and integration activities are led and performed by the Totally
executive team. Priorities are managed in order to minimise the impact on the
speed of change.
Liquidity risk
Macro Risks
Risk
Cash flows are actively monitored by our finance team, managing liquidity risk whilst
maintaining liquidity requirements.
Mitigation
Economic risk
Deteriorating public finances
puts pressure on NHS budgets
Outsourced and Integrated Urgent Care solutions are sources of savings for
the NHS. Totally is continually improving service efficiencies in anticipation of
cost pressures.
Increasing costs
Changes in the rate of the
National Living Wage
Political risk
Goalposts changed as
politicians intervene in the
NHS
Brexit
Exposure to risk related to
the UK’s proposed exit of the
European Union
Increases in the cost of labour affects both the NHS and independent sector
and as such contracts will be priced and funded accordingly.
Political risk is prevalent in the NHS. Totally has a track record of working with
the NHS, supporting it through a wide variety of services. Whilst the NHS
continues to miss its performance targets and demand continues unmanaged,
our position is considered to be secure.
Totally reviews and monitors recruitment and retention on a regular basis.
Exposure to the impact on freedom of movement across the EU is managed by
the senior team.
This Strategic Report was approved by the Board of Directors on 9 August 2019.
Wendy Lawrence
Chief Executive Officer
16
Totally Annual Report for the period ended 31 March 2019 Governance
The Board is committed to
ensuring that strong Corporate
Governance frameworks operate
throughout Totally.
Totally Annual Report for the period ended 31 March 2019
17
17
Totally Annual Report for the period ended 31 March 2019 Chairman’s Corporate
Governance Report
In line with the London Stock Exchange’s recent changes to the AIM Rules requiring all AIM listed companies to
adopt and comply with a recognised corporate governance code, as previously announced the Board have adopted
the Quoted Companies Alliance (QCA) Corporate Governance Code (2018).
The QCA Code has 10 principles and details of how the Group complies with each of the 10 principles may be
found on the Company’s website at www.totallyplc.com/investor-relations/corporategovernance
Further disclosure relating to each of the 10 principles can be found in other sections of the 2019 Annual Report
and Accounts (the 2019 Report), as detailed in the table below :
Establish a strategy and business model which promotes long term value
for shareholders.
Pages 5 and 19
Seek to understand and meet shareholder needs and experience.
Take into account wider stakeholder and social responsibilities, and their
implications for long term success.
Page 19
Page 19
Embed effective risk management, considering both opportunities and
threats throughout the organisation.
Pages 16 and 19
Maintain the Board as a well-functioning, balanced team led by the Chairman.
Page 20
Ensure that between them the Directors have the necessary up-to-date experience,
skills and capabilities.
Evaluate Board performance based on clear and relevant objectives,
seeking continuous improvement.
Page 20
Page 21
Promote a corporate culture that is based on ethical values and behaviours.
Page 21
1
2
3
4
5
6
7
8
9
Page 22
Page 23
Maintain governance structures and processes that are fit for purpose
and support good decision making by the Board.
10
Communicate how the Company is governed and is performing by maintaining
a dialogue with shareholders and other relevant stakeholders.
18
Totally Annual Report for the period ended 31 March 2019 Chairman’s Corporate Governance Report continued
1
Principle 1 - Strategy
Totally is a leading out-of-hospital healthcare provider. The business operates through two complimentary business
segments :
• Unplanned Care – Urgent Care Centres (UCCs), NHS 111, GP Out-of-Hours services and Integrated Urgent Care
Centres (IUCCs)
• Planned Care – Physiotherapy, Podiatry, Health Coaching, Dermatology, Out Patients and Referral Management
Services
Totally’s strategy is explained fully within our Strategic Report which is contained within pages 1 to 16 of this Report
and Accounts. The Principal Risks and Uncertainties to the business are detailed on page 16 of this Report and
Accounts.
2
Principle 2 – Shareholder Needs and Experience
The Board recognises the importance of active shareholder dialogue with both institutional and private shareholders,
and this is led by the Chairman and the Chief Executive Officer. The detail of how the Company addresses these
matters is fully contained within the Principle 2 Note in the Corporate Governance section of the website at
www.totallyplc.com/investor-relations/corporategovernance
3
Principle 3 – Stakeholder engagement and Corporate Social Responsibility
The Board is conscious that our long term success depends upon our interaction with our wider stakeholder base –
patients, commissioning groups, staff, regulators and the wider community.
Totally operates in a heavily regulated sector where our work is subject to independent audit and review by Clinical
Commissioning Groups and the Care Quality Commission. Formal or informal feedback is encouraged from staff and
from other stakeholders through the Contact Us section of the Company website at www.totallyplc.com
4
Principle 4 – Risk Management
Details of the risks and uncertainties faced by the Group, and actions to mitigate risk, can be found in the Principal risks
and uncertainties section of this Report and Accounts at page 16. Risk management is a core focus of the Board and
this is reviewed at each Board meeting. Detailed feedback is received from each operating subsidiary, together with
external regulatory bodies, at these meetings. Formal risk registers for the business are reviewed on a regular basis by
the Board. Operational risk and any newly identified risk to the business is also considered.
19
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Chairman’s Corporate Governance Report continued
5
Principle 5 – Board
The Board, led by the Chairman, is responsible for the overall management of the Group including the approval
and implementation of the Group’s objectives and strategy, budgets, operational performance along with the
maintenance of sound internal control and risk management procedures.
The Board of Directors comprises of a Non-Executive Chairman, two further Non-Executive Directors and four
Executive Directors. All Non-Executive Directors are considered to be independent.
The work of the Board is supported by Audit, Remuneration and Nominations Committee’s, membership of which
is made up of the Non- Executive Directors. There is a formal Schedule of Matters reserved for the
Board and this along with Board Committee Terms of Reference may be found on the Company’s website at
www.totallyplc.com/investor-relations/corporategovernance
The table below summarises the membership of the Board, the Board Committees and the attendance record of
the Directors in the year ended 31 March 2019.
Director
Executive Directors
Wendy Lawrence
Lisa Barter
Gloria Cooke
Non-Executive Directors
Bob Holt
Michael Rogers
Tony Bourne
Don Baladasan1
1. Don Baladasan resigned on 8 March 2019.
Board scheduled
meeting
Audit
Remuneration
Nomination
6/6
6/6
6/6
6/6
6/6
6/6
6/6
-
-
-
3/3
3/3
-
-
-
-
-
2/2
-
2/2
-
-
-
-
1/1
-
1/1
-
All Directors are required to commit sufficient time to their respective roles in order to adequately discharge their duties.
6
Principle 6 – Board composition and independence
The Board considers that there is currently an appropriate balance between sector, financial and public market skills
and experience at Board level. Director’s biographies can be found on pages 24 and 25 of this Report and Accounts.
Training for Non-Executive Directors is maintained through regular business updates from the Executive Directors,
briefings from external advisers and attendance at Industry forums.
During the current year the Board sought advice from a variety of professional advisers regarding the acquisition of
Greenbrook Healthcare, which concluded post financial year end.
The Board has considered the independence of the Non-Executive Directors and the table below sets out their
appointment date and those considered to be independent.
Directors at year end
Bob Holt
Michael Rogers
Tony Bourne
Don Baladasan1
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Steel
Role
Non-Executive Chairman
Non-Executive Director
Non-Executive Director
Non-Executive Director
Chief Executive Officer
Finance Director
Clinical Quality Director
Executive Director
Independent/
Not-Independent
Independent
Independent
Independent
Not Independent
Not Independent
Not Independent
Not Independent
Not Independent
Date of
appointment
15 September 2015
7 December 2015
5 October 2015
24 October 2017
15 February 2013
23 October 2017
4 December 2017
20 June 2019
1. Don Baladasan resigned on 8 March 2019.
Each of the Directors is subject to either an Executive Service Agreement or a letter of appointment.
20
Totally Annual Report for the period ended 31 March 2019 Chairman’s Corporate Governance Report continued
7
Principle 7 - Board evaluation
Following the Vocare acquisition, and a period of change for the Board composition, the Board has agreed to
undertake an internal Board Evaluation process during the coming months. This will take into account both the
requirements of the QCA Corporate Governance Code (2018) and the Financial Reporting Council’s Guidance on
Board Effectiveness.
There is a performance evaluation undertaken of all Directors being proposed for re-election to ensure their
performance continues to be effective and in the case of Non-Executive Directors of their continuing independence
and time commitment to the role is demonstrated.
8
Principle 8 – Corporate Culture
Page 2 of the current Report and Accounts sets out Totally’s mission and values, all of which underpin how the Group
is run. This culture is consistent with the Company’s strategy, further details of which are set out within the Strategic
Report section of this Report and Accounts , on pages 1 to 16.
Given the nature of the Group’s activities, Totally plc is subject to significant external scrutiny from Commissioning
Groups and Regulators. The business is fully compliant with all NHS requirements for governance, information security
and quality management.
The Company has in place :
•
•
•
•
formalised whistle blowing procedures for staff, contractors and agency staff to raise concerns relating to danger,
fraud or other illegal or un-ethical conduct;
a Group Anti-Slavery and Human Trafficking policy statement in relation to the Modern Slavery Act 2015;
a Company Code of Conduct;
an Anti-Corruption Policy relating to compliance with the Bribery Act 2010;
• measures to take appropriate actions to comply with the provisions of the Market Abuse Regulations together
with a Share Dealing Policy; and
•
the Group has complied with the provision of statutory information relating to the Gender Pay Gap legislation and
Payment Practices regime.
21
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Chairman’s Corporate Governance Report continued
9
Principle 9 – Board process and effectiveness
The Company Secretary works closely with the Chairman and the Chairmen of the various Board Committees
to ensure that Board procedures, including setting agendas and the timely distribution of papers, are complied
with and that there are good communication flows between the Board and its Committees, and between senior
management and Non-Executive Directors.
There is a formal agenda at each Board meeting which includes an operational update from the Chief Executive Officer,
financial updates from the Finance Director and a detailed Clinical Quality update, including any interface with regulators
from the Clinical Quality Director. The reports from the Executive Directors cover all business units within the Group and
also cover new business opportunities. Strategic issues are dealt with at each Board meeting by the Chairman.
Within the annual calendar of Board meetings there is normally an annual budget presentation at which the
Executive team present their budget for the forthcoming financial year.
The Non-Executive Directors are encouraged to attend visits to the individual operating businesses to discuss
performance and other issues with the management teams.
During the course of the year, other matters considered by the Board have included annual and half year results
announcements, AGM resolutions, interactions with NHS England and the CQC, reports from the Group Clinical
Governance Board, principal risks and uncertainties, shareholder communications and management incentivisation.
Board papers are circulated to the Directors at least three clear business days in advance of the meetings to enable
proper consideration of the content of the papers.
The Chairman maintains regular contact with the Non-Executive Directors outside of formal Board meetings.
The roles of all Board members are as detailed below :
Position
Non-Executive
Chairman
Name
Bob Holt
Responsibilities
Leads the Board and assists the Chief Executive Officer in
developing Company strategy. Ensures an effective link between
shareholders and the Board.
Chief Executive Officer
Wendy Lawrence Assists the Chairman to develop strategy.
Implements policies and strategies agreed by the Board and
manages the business.
Finance Director
Lisa Barter
Develops, implements and monitors financial strategy of the business.
Clinical Quality
Director
Gloria Cooke
Develops systems and manages critical clinical quality issues for the
business. Manages relationships with Clinical Quality Regulators.
Executive Director
Michael Steel
Assists CEO with review of strategic matters and operational
delivery.
Non-Executive
Directors
Michael Rogers/
Tony Bourne
Provide constructive challenge to the Executive Directors.
All Directors have access to the support and advice of the Company Secretary as required. Directors are also
able to take independent professional advice at the Company’s expense in the furtherance of their duties where
considered necessary.
Position
Name
Responsibilities
Group Company
Secretary
John Charlton
Provides guidance on all matters of Corporate Governance. Ensures
a good flow of information within the Board and it’s Committees.
1. Don Baladasan resigned on 8 March 2019.
22
Totally Annual Report for the period ended 31 March 2019 Chairman’s Corporate Governance Report continued
Board Committees
There are three Board Committees, all with formally delegated powers – an Audit Committee, a Remuneration
Committee and a Nominations Committee. All are chaired by and comprise of the Non-Executive Directors.
The terms of reference for all Board Committees are reviewed regularly and can be found on the Company website at
www.totallyplc.com/investor-relations/corporategovernance
Committee Chairmen attend the Company AGM and are available to answer any questions from shareholders
regarding the activities of the Committees.
10
Principle 10 – Relations with Shareholders
The Board maintains an active dialogue with institutional and private shareholders and employees – both employee
shareholders and others.
The Company’s website includes a specific Investor Relations section containing all RNS announcements, share
price information and details of significant shareholders, Corporate Governance and annual documents available for
download at www.totallyplc.com/investor-relations
The website also provides details for contacting the Company on any issues.
The AGM remains an important opportunity for the Board to engage with shareholders. Formal questions may be
tabled to the Board during the AGM, or asked informally in conversation after the AGM.
There is feedback to the full Board of any shareholder interaction at each Board meeting.
This year’s AGM will be held on 9 September 2019 and full details of venue and resolutions proposed may be found in
the Notice of Meeting enclosed with these accounts or on the Company website.
Going forward, the Company’s website will display:
•
the results of voting on all resolutions in future general meetings (including AGMs), including any actions to
be taken as a result of resolutions for which votes against have been received from at least 20 per cent of
independent shareholders; and
• historical annual reports and other governance-related material, including notices of all general meetings over the
last five years.
Approved by order of the Board
Bob Holt OBE
Chairman
9 August 2019
23
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Our Board
The Board has extensive, multi-decade experience
across the healthcare and business sectors.
Bob Holt OBE
Chairman
Member of the
Audit, Remuneration
and Nominations
Committees
Bob is an experienced manager and developer of service
businesses. In a career in the service sector spanning
36 years he has an extensive track record of growing
businesses and turning around underperforming
companies. Bob was Chief Executive and latterly Chairman
of Mears Group plc for over 23 years, until his retirement
from the Board in January 2019. Bob provides experienced
leadership to navigate the business through challenging
market conditions whilst setting a clear strategic direction
for the Group for the medium term.
Bob is currently Chairman of Sureserve Group plc and a
director of a number of other businesses. Bob was awarded
an OBE in January 2016.
Lisa Barter, BFP, ACA
Finance Director
Lisa Barter has spent 15 years leading finance in the
independent healthcare sector. Prior to joining Totally plc in
August 2017, Lisa was the Head of Finance for the healthcare
division of Care UK and was employed by Care UK for over 10
years in a senior finance capacity. Care UK is England’s largest
independent provider of NHS services and has a diverse
portfolio of healthcare services which include elective surgery
treatment centres, provision of healthcare in UK prisons,
urgent care centres, out of hours services and NHS 111.
Following a deliberate change in government policy,
Independent Sector Treatment Centres (ISTCs) were set up
in 2003. These were primarily designed to add capacity and
reduce waiting lists for diagnostic tests and planned surgery.
Lisa led the establishment of the finance function at Mercury
Health Ltd in 2003, a start up company which was successful
in tendering for a Wave l £250m ISTC contract. The company
was acquired by Care UK in 2007. Today, the healthcare
division of Care UK is a £360 million revenue business. Lisa is
a qualified chartered accountant having started her finance
career at Ernst & Young LLP. Lisa also held management
roles at both Hewlett-Packard and Oracle Corporation.
24
Wendy Lawrence
CEO
Wendy has a career in both public and private healthcare
that spans some 35+ years. She has a wealth of experience
having worked within the NHS, BUPA, Health Dialog
(a US-based company), as well as running her own company
during which time she supported numerous NHS and social
care organisations across England, Wales and Scotland to
deliver complex change agendas.
During Wendy’s NHS career, she was Chief Executive of
three large Primary Care Trusts with a combined budget
of £460m, here she successfully ran and delivered 100%
within budget and target deliveries. Wendy led a number
of projects on behalf of the Strategic Health Authority
including the establishment of new commissioning
models for ambulance services and NHS Direct, as well
as contributions to national projects including Reforms of
Urgent Care Provision and Taking Healthcare to the Patient.
Michael Rogers
Non-Executive Director
Chairman of the Audit
Committee
Michael has over 30 years’ experience in healthcare services
and social care services provision. From April 2007 to June
2017 he was a non-executive director of Mears Group Plc,
the provider of support services to the social housing and
care sectors in the UK, which is listed on the main market of
the London Stock Exchange.
In 1976, Michael was appointed as managing director of the
British Nursing Association. In 1988 he became the chief
executive of Nestor-BNA Plc when the group floated on
the main market of the London Stock Exchange. Michael
remained here until 1996, prior to founding Careforce
Group Plc in 1999, which floated on AIM in 2004. Careforce
Group Plc completed a number of acquisitions to become
one of the UK’s leading domiciliary care providers, prior to
its acquisition by Mears in 2007, following which Michael
joined the Mears board until his resignation in June 2017.
He is currently Chairman of Eastern Fostering Services Ltd,
a provider of foster care services in East Anglia.
Totally Annual Report for the period ended 31 March 2019 Our Board continued
Gloria Cooke
Clinical Quality Director
Michael Steel
Executive Director
Gloria has had a forty-year career within the NHS, initially in
both adult and children’s nursing, practising for ten years in
A&E but ultimately as Head of Nursing for a large integrated
service. Her NHS management career covered a wide range
of services rising to Group Operations Director for one of
the largest acute trusts in the UK, managing three district
general hospitals. In five years of independent practice
Gloria fulfilled roles as Interim Chief Operating Officer,
director of transformation and as professional consultant
undertaking service reviews.
Gloria is also a non-executive director of companies
operating within the retail sector where she is able to
offer her considerable experience of managing change
effectively and efficiently.
Michael co-founded Greenbrook Healthcare in 2007 and
has led the growth and development of the company from
concept through to a £33 million turnover business (FY18)
that is a market leading provider of UCCs. He is responsible
for the overall quality, safety and performance of Greenbrook
Healthcare’s 14 services, working with commissioners and
partners. Michael also leads on new business development.
Prior to Greenbrook Healthcare, Michael spent 14 years in
strategy consulting as a partner for Roland Berger Strategy
Consultants and as a project manager for Booz Allen and
Hamilton where he focused on growth strategy. He also
founded and built his own 30 person consulting firm which
was successfully sold to Roland Berger. Michael has an MBA
from INSEAD business school and a master’s degree in
Economics from Oxford University.
He was appointed to the Board on 20 June 2019.
Tony Bourne
Non-Executive Director
Chairman of the
Remuneration and
Nominations Committees
Tony Bourne is currently a non-executive director of
Barchester, one of the UK’s largest operators of residential
care homes and Spire Healthcare Group Plc, one of the
largest private healthcare groups in the UK, a London
Stock Exchange-listed company and a constituent of the
FTSE 250 Index. He is also Chairman of CW+ (formerly
the Chelsea and Westminster Health Charity), one of the
largest NHS charities and, before that, was Chief Executive
of the British Medical Association.
Previously Tony was in investment banking for over 25 years,
as a partner at Hawkpoint and as the global head of the
equities division and a member of the managing board of
BNP Paribas. Tony has also spent 9 years as a non-executive
director at Southern Housing Group and at Scope, one of
the UK’s largest charities, which focuses on cerebral palsy.
25
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report
Our Senior Leaders across the Group
Our subsidiary businesses have highly skilled management
in place, a key component to success:
Richard Benson
CEO – About Health
Andy Gregory
Managing Director - Vocare
Richard Benson was the Operations Director of About
Health from its inception in 2008 until June 2016 when he
became CEO. Prior to joining About Health, Richard had a
successful 15 year career in the NHS, working at Board level
as a Director/Chief Executive for the majority of that time.
Richard is committed to continuous service improvement.
During his NHS career, teams that he led won two prestigious
national awards for innovation in older peoples’ services and
in medicines management. During his time at About Health,
the company has been shortlisted three times for national
awards for quality and innovative care delivery.
Andy was appointed as Managing Director of Vocare in
December 2017 and brings a wealth of executive and
strategic experience in the out-of-hospital healthcare
sector having had a career in the NHS spanning 26 years.
In his most recent role prior to joining Vocare he was Chief
Executive of NHS Hardwick CCG in Derbyshire where
he specialised in leading large scale, complex business
development programmes. Prior to this Andy held a
number of senior positions at NHS Primary Care Trusts and
Strategic Health Authorities. In his role at NHS Hardwick
CCG, Andy successfully introduced proposals to develop
and integrate out-of-hospital services across the county,
which led to a reduction in reliance on hospital beds and
activity in secondary care settings.
Emma-Jayne Perez-Chies
Director of Human Resources
and Organisational Development
Stephen Riley
Director of Business
Development
Emma-Jayne joined Totally in 2018. She leads the Group’s
teams in HR, recruitment and organisational development,
providing services to all of Totally’s businesses via central
services and regionally based staff.
Emma-Jayne previously worked at Nottingham University
Hospitals NHS Trust where she initially held the role
of Directorate HR Manager (Equality, Diversity and
Performance Management Trust HR lead) and latterly Head
of HR and Organisational Development.
Stephen joined Totally in 2017. Working with Totally’s
Corporate Centre, Stephen leads a team of business
development specialists who support Totally’s businesses.
Stephen was previously Project Director for EHS and prior
to that, Head of Primary Care Recruitment Division for BBL
Medical (part of BBL Group).
26
Totally Annual Report for the period ended 31 March 2019 Nomination Committee Report
Key Responsibilities
Action Plan for 2019/20
The key responsibilities of the Nominations
Committee are to :
The focus of the Committee during the coming
financial year will be :
•
review the structure, size and composition of the
Board, including the skills, knowledge, experience
and diversity of Directors;
•
•
to complete the internal Board evaluation process;
to review the Executive / Non-Executive balance of
the Board; and
•
to review succession planning within the business.
Tony Bourne
Chairman of the Nomination Committee
9 August 2019
• develop a strategy for succession planning for both
Directors and other senior executives; and
•
identify and nominate for approval of the Board,
candidates to fill Board and other senior vacancies.
Membership and activities of the
Nomination Committee
The Nomination Committee comprises of Tony
Bourne and Bob Holt. Tony Bourne became Chairman
of the Committee on 24 October 2017.
Board composition has been stable during the period
under review.
The work of the Committee during the period has
primarily been in supporting the Executive Directors
in their review of senior management positions within
the business following the integration of the Vocare
business.
As reported previously, the Committee has considered
implementing the process of a formal Board
evaluation. It was agreed that initially this would be
undertaken through an internal process led by the
Non-Executive Directors. This process has now
commenced and will be reported in future Nomination
Committee Reports.
The terms of reference for the Nomination Committee
may be found at www.totallyplc/investor-relations
27
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Audit Committee Report
•
•
•
reviewing and monitoring the extent of the non-
audit work undertaken by the Group’s external
auditor, taking into account relevant professional and
regulatory requirements;
reviewing the adequacy and effectiveness of the
Group’s whistleblowing and anti-bribery policy and
procedures; and
reviewing the Group’s Risk management procedures
and monitoring actions taken during the year.
The Committee’s terms of reference are available to
view at www.totallyplc/investor-relations
Activities of the Committee
During the period covered by this report, the Committee
undertook the following :
•
•
•
•
•
•
•
reviewed the key accounting considerations and
judgments reflected in the Group’s results for the six
month period ended 30 September 2018;
continued to support the Board with a review of
accounting procedures and policies as part of the
due diligence exercise undertaken on the Vocare
acquisition;
supported the Nomination Committee and Board
in the appointments to the new Integrated Finance
function following the acquisition of Vocare. During
the course of the year a Group Central Finance team
has been established at the new Derby Head Office,
following the relocation of the Head Office from
London;
reviewed and agreed the external auditor’s audit plan
in advance of their audit for the year ended
31 March 2019;
reviewed and approved the non-Audit assignments
undertaken by the external auditor for the year
ended 31 March 2019;
reviewed Risk Management procedures within the
business together with a detailed review of the
Group Risk Registers; and
considered, together with the Board , the Principal
Risks and Uncertainties Review.
This is the Audit Committee Report for the year ended
31 March 2019.
Committee meetings
The Committee met three times during the period.
Meetings are attended by Committee members and by
invitation, the Finance Director, senior management and
representatives from the external auditors. Once a year,
the Committee will meet separately with the external
auditor, without management being present.
The members of the Committee are Michael Rogers,
Non-Executive Director who acts as Committee
Chairman and Bob Holt, Chairman. The Committee
is comprised of financially literate members with the
requisite ability and experience to enable the Committee
to discharge its responsibilities.
Roles and Responsibilities
The primary function of the Audit Committee is to
assist the Board in discharging its responsibilities with
regard to financial reporting and external and internal
controls, including:
reviewing and monitoring the integrity of the
Group’s annual and interim financial statements
and accompanying reports to shareholders and
Corporate Governance statements;
reporting to the Board on the appropriateness of
accounting policies and practices;
in conjunction with the Board, reviewing and
monitoring the effectiveness of the Group’s internal
controls and risk management systems, including
reviewing the process for identifying, assessing and
reporting all key risks – see the Principal risks and
uncertainties on page 16;
to review the effectiveness of the Group’s internal
audit process and to approve the forward audit plan;
to make recommendations to the Board in relation
to the appointment and removal of the external
auditor and to approve their remuneration and terms
of engagement;
to review and monitor the external auditor’s
independence, objectivity and the effectiveness
of the audit process, taking into account relevant
professional and regulatory requirements;
•
•
•
•
•
•
28
Totally Annual Report for the period ended 31 March 2019 Audit Committee Report continued
External auditor
RPG have remained as the Group’s auditors for the
period under review. The Board is aware that the
effectiveness and independence of the external auditor
is central to ensuring the integrity of the Group’s
published accounts. The Audit Committee took the
following steps to ensure auditor independence was
not compromised:
•
•
reviewed the Group’s relationship with RPG and
assessed the levels of controls and procedures in
place to ensure the required level of independence
and that the Group has an objective and
professional relationship with RPG; and
the Audit Committee reviews all fees paid for the
audit and all non-audit fees with a view to assessing
the reasonableness of fees, and any independence
issues that may have arisen or may potentially arise
in the future.
Risk management and Internal controls
The Audit Committee is responsible for monitoring
the financial reporting process and for reviewing
the effectiveness of the Group’s systems of internal
controls. Any system of internal control is designed
to manage, rather than eliminate, the risk of failure
to achieve business objectives. The Board can only
provide reasonable and not absolute assurance against
material misstatement or loss.
There is an established and clear organisational
structure in place, with appropriate defined authority
levels. Day to day running of the Group is delegated
to the Executive Directors of the Group, who meet
with operational and financial management from
each business area on a monthly basis. Key financial
and operational measurements are reported on a
monthly basis and are measured against budget and
reforecasts.
The Group maintains a Group Risk Register and
individual risk registers for each business within the
Group. These outline the key risks faced by the Group,
including their impact and likelihood and relevant
mitigation controls and actions. The Group and
Business unit risk registers are reviewed and updated by
management on a monthly basis.
A summary of the key risks from the Group Risk
Register is presented to the Audit Committee on a
semi-annual basis.
The risks and uncertainties which are judged currently
to have the most significant impact on the Group’s long
term performance and prospects are set out on page 16.
Following the year end, the Committee has met to
approve the Group’s Annual Report and Financial
Statements.
Michael Rogers
Chairman of Audit Committee
9 August 2019
29
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Directors’ Remuneration Report
This is the Directors’ Remuneration Report for the year ended 31 March 2019. Pages 30 and 31 provides details of
each Director’s pay and benefits in the period to 31 March 2019.
Responsibilities and work of the Remuneration Committee
The primary function of the Remuneration Committee is to review the remuneration of the Executive Directors and
to monitor the remuneration of the Group’s senior management. The remuneration strategy and policy for all staff is
also reviewed annually by the Committee.
The year saw a period of consolidation for the Group following the acquisition of Vocare in October 2017.
During the course of the period under review the Committee reviewed the remuneration of the senior management
team following the integration of roles after the Vocare acquisition, and reviewed the appointment of the Group HR
Director and Medical Director at Vocare.
The full terms of reference of the Committee are available on the Company’s website.
Remuneration Policy
It is the focus of the Remuneration Committee to ensure that a Director’s remuneration encourages, re-inforces and
rewards the growth of shareholder value whilst promoting the long term success of the Company. Remuneration Policy
is intended to support business needs of the Company through ensuring the ability to attract, retain and motivate senior
leaders of a high calibre whilst remaining competitive and providing an appropriate incentive for good performance.
Executive Directors remuneration should also:
•
•
•
•
align executives with the best interests of the Company’s shareholders and other relevant stakeholders through a
weighting on performance related pay;
be consistent with all regulatory and Corporate Governance requirements;
be clear, straightforward and transparent whilst supporting the delivery of strategic objectives; and
be consistent with the Group’s risk policies and systems to guard against inappropriate risk taking.
Disclosure of Directors’ Remuneration – Single Total Figure of Remuneration
(audited information)
The table below reports the total remuneration received in respect of qualifying services by each Director during the
period ended 31 March 2019:
Executive Directors
Wendy Lawrence
Don Baladasan1
Lisa Barter2
Gloria Cooke3
Non-Executive Directors
Don Baladasan1
Bob Holt
Tony Bourne
Mike Rogers
Total salary and
fees
Taxable
benefits
Annual
bonus
Long-term
incentive
Pensions-related
benefits
Total
remuneration
2019
£’000
2018
£’000
2019
£’000
2018
£’000
2019
£’000
2018
£’000
2019
£’000
2018
£’000
2019
£’000
2018
£’000
2019
£’000
2018
£’000
140
-
105
102
23
-
25
25
420
159
87
65
28
11
-
29
29
408
2
-
1
-
-
-
-
-
3
2
-
-
-
-
-
-
-
2
-
-
-
-
-
-
-
-
-
25
-
-
-
-
-
-
-
25
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
21
-
11
10
-
-
-
-
42
11
-
5
4
-
-
-
-
20
163
-
117
112
23
-
25
25
465
197
87
70
32
11
-
29
29
455
The amounts included for the period ended 31 March 2018 relate to a 15-month period.
Notes
1. Don Baladasan was Finance Director until 24 October 2017 when he moved from an Executive role to become a Non-Executive Director. He resigned
as a Non-Executive Director on 8 March 2019’
2. Lisa Barter joined Totally plc on 16 August 2017 and was appointed to the Board as Finance Director on 24 October 2017.
3. Gloria Cooke was appointed to the Board on 4 December 2017.
30
Totally Annual Report for the period ended 31 March 2019 Directors’ Remuneration Report continued
A summary of option scheme awards, CSOP awards and Unapproved share options
Name of Director
Wendy Lawrence
Scheme
EMI Approved options
CSOP
Unapproved options
Lisa Barter
Total
CSOP
Gloria Cooke
Unapproved options
Total
CSOP
Total
Don Baladasan
Unapproved options
Total
Long term Incentive vesting
Number of
options
as at
31.03.2019
250,000
74,000
176,000
500,000
74,000
26,000
100,000
50,000
50,000
100,000
100,000
Granted
during the
period
Lapsed
during the
period
Exercised
during the
period
Number of
options
Date from
which
exercisable
Expiry date
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
250,000 11-Nov-18
11-Nov-25
74,000
31-Jan-21
31-Jan-28
176,000
31-Jan-21
31-Jan-28
500,000
-
-
74,000
31-Jan-21
31-Jan-28
26,000
31-Jan-21
31-Jan-28
100,000
-
-
50,000
31-Jan-21
31-Jan-28
50,000
-
-
100,000 11-Nov-18
11-Nov-25
100,000
-
-
There were no long term incentive awards capable of vesting during the period reported.
Shareholder dilution
In accordance with the investor guidelines and the rules of the Company’s share schemes, the Company can issue a
maximum of 10% of its issued share capital in a rolling 10 year period to employees to satisfy vesting under all its share
plans. Of this 10%, the Company can issue 5% to satisfy awards under discretionary or Executive plans.
Service contracts and letters of appointment
The table below summarises the service contracts of the Executive Directors and Non- Executive Directors.
Executive Directors
Wendy Lawrence
Lisa Barter
Gloria Cooke
Michael Steel
Non Executive Directors
Bob Holt
Mike Rogers
Tony Bourne
Don Baladasan1
1. Don Baladasan resigned on 8 March 2019.
Date of contract/
letter of appointment
Notice period by
Company
Notice period by
Director
15 Feb 2013
23 October 2017
4 Dec 2017
20 June 2019
15 Sept 2015
7 Dec 2015
5 Oct 2015
24 October 2017
6 months
3 months
3 months
6 months
3 months
3 months
3 months
3 months
6 months
3 months
3 months
6 months
3 months
3 months
3 months
3 months
Remuneration in the wider Group
Within the wider Group employee salaries and benefit levels are set taking into account prevailing market conditions.
The Group encourages share ownership by employees by offering a Sharesave (SAYE) scheme.
Tony Bourne
Chairman of the Remuneration Committee
9 August 2019
31
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Directors’ Report
The Directors present their Annual Report and the audited Consolidated Financial Statements for the year ended
31 March 2019.
General Information
The Company was incorporated as a public company limited by shares in England and Wales on 28 October 1999, with
registered number 03870101. It is domiciled in the UK. The Company is listed on the AIM market of the London Stock
Exchange. The Company’s registered address is Cardinal Square West, 10 Nottingham Road, Derby. DE1 3QT.
Principal activities
The Group aims to become a leading out-of-hospital healthcare provider in the UK, helping to address some of the
biggest challenges faced by the UK healthcare sector. Out-of-hospital services include care in the community, GP
surgeries, patients’ homes, prisons and other public sector organisations, places of work as well as mobile locations
and urgent care solutions.
Results and dividends
The results for the period are set out in the consolidated statement of profit or loss and other comprehensive income
on page 42.
The Directors do not recommend the payment of a dividend.
Directors and Directors’ interests
The Directors who held office during the period and to date were as follows:
• Bob Holt;
• Wendy Lawrence;
• Don Baladasan (resigned as a Non-Executive Director on 8 March 2019);
• Lisa Barter;
• Tony Bourne;
• Michael Rogers;
• Gloria Cooke; and
• Michael Steel (appointed as an Executive Director on 20 June 2019).
Biographical details and committee membership for directors appear on pages 24 and 25.
Directors retire by rotation and the following directors will seek re-election at the Annual General Meeting to be held
on 9 September 2019:
• Bob Holt
• Wendy Lawrence
The Directors who held office during the financial year had the following interests in the shares of the Company:
Robert Holt
Wendy Lawrence
Donald Baladasan
Lisa Barter
Gloria Cooke
Mike Rogers
Tony Bourne
Don Baladasan resigned as a Director on 8 March 2019.
32
31 March 2019
Ordinary shares of
10p each held
1,018,447
60,666
107,780
5,000
-
16,000
161,000
31 March 2018
Ordinary shares of
10p each held
1,018,447
60,666
107,780
5,000
-
16,000
161,000
Totally Annual Report for the period ended 31 March 2019 Directors’ Report continued
Details of Directors’ emoluments and interest in share options are disclosed in the Directors’ Remuneration Report
on pages 30 and 31.
No director has had a material interest in any contract of significance in relation to the business of the Company, or
any of its subsidiary undertakings during the financial year or had such at the end of the financial year.
Substantial shareholdings and share capital
As at 31 July 2019, being the latest practical date prior to the publication of this document, the Company has been
advised of the following interests in 3% or more of the Company’s ordinary share capital (based on the 182,186,111
ordinary shares in issue as at 31 July 2019).
Fund Manager
Miton Asset Management
Cavendish Asset Management
Columbia Threadneedle Investments
David & Monique Newlands
Legal & General Investment Management
Michael Steel
Liontrust Investment Partners LLP
Unicorn Asset Management
Daniel Annetts
Number of shares
28,575,000
15,000,000
11,532,834
10,485,000
8,568,351
7,676,851
6,000,000
5,759,291
5,619,596
% of ISC
15.68
8.23
6.33
5.76
4.70
4.21
3.29
3.16
3.08
The Company has one class of share in issue, being ordinary shares with a nominal value of 10p each. As at 31 March
2019 there were 59,795,172 shares in issue.
Directors Indemnity
The Company’s Articles of Association provide, subject to the provisions of UK legislation, an indemnity for Directors
and officers of the Company and the Group in respect of liabilities that they may incur in the discharge of their duties
or in the exercise of their powers, including any liability relating to the defence of any proceedings brought against
them which relate to anything done or omitted, or alleged to have been done or omitted, by them as officers or
employees of the Company and the Group.
Directors’ and Officers’ liability insurance is in place in respect of all the Company’s directors.
Directors’ Powers
As set out in the Company’s Articles of Association, the business of the Company is managed by the Board who may
exercise all powers of the Company.
Our People
It is the Group’s policy to consider all job applications on a fair basis free from discrimination on the basis of age,
sex, race, ethnicity, religion, sexual orientation or disability not related to job performance. Every consideration is
given to applications for employment from disabled persons, where the requirements of the job may be adequately
covered by a disabled person. Where existing employees become disabled, it is the Group’s policy wherever
practicable to provide continuing employment under normal terms and conditions and to provide training and
career development wherever appropriate.
The Group values the involvement of its employees and encourages the development of employee involvement in
each of its operating businesses through both formal and informal meetings. The Group ensures that all employees
are made aware of significant matters affecting the performance of the Group by way of employee forums,
information bulletins, informal meetings, team briefings, internal newsletters and the Group’s website.
33
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Directors’ Report continued
Principal Risks and Uncertainties
Details of the principal risks and uncertainties faced by the Group can be found on page 16.
Future Developments
The Group remains committed to its buy and build strategy.
Details of the future developments for the Group can be found in the Strategic report on pages 1 to 16.
Financial Instruments
An explanation of the Group’s Treasury policies and existing financial instruments are set out in Note 22 of the
Financial Statements.
Donations
The Group made no charitable or political donations during the period.
Annual General Meeting
A separate notice convening the Annual General Meeting of the Company to be held at Cardinal Square, First Floor-
West, 10 Nottingham Road, Derby, DE1 3QT on 9 September 2019 will be sent out with this Annual Report and
Financial Statements.
Corporate Governance
The Company’s statement on Corporate Governance can be found in the Chairman’s Corporate Governance Report
on pages 18 to 23. The Corporate Governance Report forms part of this Directors’ Report and is incorporated into it
by cross reference.
Events after the Reporting Period
Post year end, the Group announced the acquisition of Greenbrook Healthcare, a leading provider of NHS Urgent
Care Centres across London. The total consideration for the acquisition was £11.5 million on a cash free and debt free
basis, with a nominalised level of working capital.
£9m was raised through a placing at 10p per share and a further £740,000 pursuant to an Open Offer.
25 million ordinary shares were issued to the vendors of Greenbrook Healthcare as part of the consideration.
Michael Steel joined the Board of Directors on 20 June 2019 following the acquisition of Greenbrook Healthcare.
Independent Auditor
The auditor, RPG Crouch Chapman LLP, has indicated its willingness under Section 489 of the Companies Act 2006 to
continue in office and a resolution that they be re-appointed will be proposed at the Annual General Meeting.
Other Information
Each of the persons who is a Director at the date of approval of this Annual Report confirms that:
•
In so far as the Director is aware, there is no relevant audit information of which the Company’s auditor is unaware
• The Director has taken all the steps that he/she ought to have taken as a Director in order to make himself/herself
aware of any relevant audit information and to establish that the Company’s auditor is aware of that information
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the
Companies Act 2006.
By order of the Board
John Charlton
Group Company Secretary
9 August 2019
34
Totally Annual Report for the period ended 31 March 2019 Statement of Directors’ Responsibilities
in respect of the Annual Report and the Financial Statements
Website publication
The Directors are responsible for ensuring the Annual
Report and the financial statements are made available
on a website. Financial statements are published on
the Company’s website in accordance with legislation
in the United Kingdom governing the preparation
and dissemination of financial statements, which
may vary from legislation in other jurisdictions. The
maintenance and integrity of the Company’s website
is the responsibility of the Directors. The Directors’
responsibility also extends to the ongoing integrity of
the financial statements contained therein.
This responsibility statement was approved by the
Board of Directors on 9 August 2019 and is signed on its
behalf by:
Bob Holt OBE
Chairman
Lisa Barter
Finance Director
The Directors are responsible for preparing the Annual
Report and the financial statements in accordance with
applicable law and regulations. Company law requires
the Directors to prepare financial statements for each
financial year.
Under that law the Directors have elected to prepare
the Group financial statements in accordance with
International Financial Reporting Standards (IFRSs)
as adopted by the European Union and the Company
financial statements in accordance with UK GAAP.
Under company law the Directors must not approve
the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of
the Group and Company and of the profit or loss of the
Group for that period. The Directors are also required
to prepare financial statements in accordance with the
rules of the London Stock Exchange for companies
trading securities on the Alternative Investment Market.
In preparing these financial statements, the Directors
are required to:
•
select suitable accounting policies and then apply
them consistently;
• make judgements and accounting estimates that
are reasonable and prudent;
•
state whether they have been prepared in
accordance with IFRSs as adopted by the European
Union, subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the going
concern basis unless it is inappropriate to presume
that the Company will continue in business.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Group’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Group and enable them to ensure that the
financial statements comply with the requirements of
the Companies Act 2006. They are also responsible
for safeguarding the assets of the Group and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
35
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report
Financial Statements
36
Totally Annual Report for the period ended 31 March 2019
Independent Auditor’s Report
to the members of Totally plc for the period ended 31 March 2019
Our opinion on the Financial Statements
We have audited the financial statements of Totally
plc (the ‘company’) and its subsidiaries (the ‘group’)
for the year ended 31 March 2019 which comprise
the consolidated statement of profit or loss and other
comprehensive income, the consolidated statement
of financial position, the consolidated statement of
changes in equity, the consolidated statement of cash
flows, the company statement of financial position, the
company statement of changes in equity and the related
notes to the financial statements, including a summary
of significant accounting policies. The financial reporting
framework that has been applied in the preparation of
the group financial statements is applicable law and
International Financial Reporting Standards (IFRSs) as
adopted by the European Union. The financial reporting
framework that has been applied in the preparation
of the company financial statements is applicable law
and United Kingdom Accounting Standards, including
Financial Reporting Standard 101 Reduced Disclosure
Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
•
•
•
•
the financial statements give a true and fair view of
the state of affairs of the group and of the company
as at 31 March 2019 and of the group’s loss for the
period then ended;
the group financial statements have been properly
prepared in accordance with IFRSs as adopted by the
European Union;
the company financial statements have been
properly prepared in accordance with United
Kingdom Generally Accepted Accounting
Practice; and
the financial statements have been prepared in
accordance with the requirements of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law.
Our responsibilities under those standards are further
described in the Auditor’s responsibilities for the audit
of the financial statements section of our report. We are
independent of the group and the parent company in
accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including
the FRC’s Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that
the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.
Conclusions relating to going concern
We have nothing to report in respect of the following
matters in relation to which the ISAs (UK) require us to
report to you where:
•
•
the directors’ use of the going concern basis of
accounting in the preparation of the financial
statements is not appropriate; or
the directors have not disclosed in the financial
statements any identified material uncertainties that
may cast significant doubt about the group’s or the
parent company’s ability to continue to adopt the
going concern basis of accounting for a period of at
least twelve months from the date when the financial
statements are authorised for issue.
Overview of our audit approach
Overall materiality: £780,000 which was 1% of the
group’s revenue for the period.
Key audit risks were identified as the carrying values
of non-current assets, revenue recognition and
rectification and other cost accruals in Vocare.
We have assessed the components within the group
and performed a combination of comprehensive and
analytical procedures.
Key audit matters
Key audit matters are those matters that, in our
professional judgment, were of most significance in our
audit of the financial statements of the current period
and include the most significant assessed risks of
material misstatement we identified (whether or not due
to fraud), including those which had the greatest effect
on: the overall audit strategy; the allocation of resources
in the audit; and directing the efforts of the engagement
team. The matter identified was addressed in the context
of our audit of the financial statements as a whole, and
in forming our opinion thereon, and we do not provide a
separate opinion on this matter.
37
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Independent Auditor’s Report continued
Key audit matter
How our audit addressed the key audit matter
Risk 1 – Carrying value of intangible assets
The most significant assets of the group as at 31 March
2019 are intangible assets at £28.8m comprising £26.2m
of goodwill arising on acquisition of subsidiaries and
other intangibles of £2.6m. Goodwill has increased by
some £1.6m in the period on finalisation of the fair value
adjustments arising on acquisition.
In accordance with IAS36 Impairment of Assets, entities are
required to conduct annual impairment tests for goodwill
and certain intangible assets. Given the subjectivity and
number of estimates involved in any such assessment, we
consider this to be a significant risk.
As part of their annual impairment review, management
have prepared cash flow models for each cash generating
unit to enable comparison of their net present values and
carrying values at 31 March 2019.
As a consequence of these comparisons, an impairment
charge of £2m has been made in the year against the
carrying value of the planned care cash generating unit.
Risk 2 – Revenue recognition at Vocare
Vocare provides a range of services such as the NHS 111
service, urgent care services and GP out of hours services
under multi year contracts with the NHS and other
organisations.
Many of these contracts are individually material and
contain provisions for the clawback of revenue by the
customer dependent on activity based key performance
indicators.
Although there should be annual reviews where final
contract values are agreed this process can take an
extended period.
There are therefore significant judgements in the estimated
outcomes of open contractual positions at the period
end and unsettled at the date of approval of the financial
statements.
We therefore identified revenue recognition as a significant
risk, and one of the most significant assessed risks of
material misstatement.
Our work involved the following:
• Reviewing the impairment model provided and checking
that the value in use model meets the requirements of the
accounting standard;
• Testing the mathematical integrity of the cash flow model
in order to ensure the basis of preparation of the model;
• Discussing with management the assumptions used and
obtaining details to support the key assumptions; and
• Challenging the assumptions used by reference to past
results; and
•
Sensitising the cash flow for key assumptions.
We have also reviewed the amounts adjusted for in the
year ended 31 March 2019 and considered whether they
meet the criteria for measurement period adjustments to
the provisional fair value of assets acquired in the business
combination with Vocare in 2017.
Key observations
Based on our audit work, we have concluded that the valuation
of non-current assets is accounted for in line with the group’s
accounting policies and IAS 36 ‘Impairment of assets’.
We concur with the impairment recorded by management
and consider that the disclosures in note 5 and note 13
to the financial statements appropriately describes the
judgements made by management.
Our audit work included, but was not restricted to:
• Reconciling expected income for a sample of revenue
contracts to amounts reported in the accounts;
• Reviewing activity performance reports for a sample of
revenue contracts against KPI requirements and assessing
the adequacy of provisions recognised; and
• Review of settlement of contract values after the period
end.
Key observations
Based on our audit work, we have concluded that revenue
has been recognised appropriately and provisions
recognised for clawback related to key performance
indicators are considered to be reasonable.
38
Totally Annual Report for the period ended 31 March 2019 Independent Auditor’s Report continued
Key audit matter
How our audit addressed the key audit matter
Risk 3 – Rectification and other cost accruals re Vocare
Costs of £4.2m (net of deferred tax) were accrued for
in the period ended 31 March 2018, for rectification of
contracts struggling to meet contractual requirements and
regulatory standards together with provisions for property
dilapidations and other long term operating liabilities. An
additional £0.9m has been accrued in finalisation of fair
value adjustments in the year ended 31 March 2019.
£2.5m of this balance remains accrued at 31 March 2019.
Our audit work involved:
• Review of supporting documentation and calculations for
the costs provided in the year; and
• Assessment of when and if the costs are likely to
be payable or if there are any indications based on
performance to date that additional provisions may be
required.
Key observations
Based on our audit work, we have concluded that
rectification and other costs accruals are not materially mis-
stated at 31 March 2019.
All key matters noted above have been discussed with the Audit Committee.
Our application of materiality
The concept of materiality applies not only to monetary assets but also to other disclosures in the financial statements. The
concept of materiality is applied at the planning stage and reviewed throughout the course of the audit. Misstatements below
financial statement materiality will not necessarily be evaluated as immaterial as we also take into account the nature of the
item identified and the circumstance of how it occurred when evaluating the effect on the financial statements as a whole.
Based on our professional judgement, we determined materiality for the financial statements as follows:
Materiality measure Group
Financial statements as
a whole
£780,000 which was 1% of the group’s
revenue.
This benchmark is considered to be the most
appropriate as revenue is a key performance
indicator of the group.
Materiality for the current period is higher than
the level that we determined for the period
ended 31 March 2018 due to a significant
increase in revenue for the current period
which include twelve months activity of Vocare
Limited (2018: five months).
Parent company
£480,000 which was 2% of the company’s
gross assets. This benchmark is considered
to be the most appropriate as gross assets is
considered a key performance indicator for a
holding company.
Performance materiality
used to drive the extent
of our testing
£585,000 for areas of low risk
(75% of materiality)
£360,000 for areas of low risk
(75% of materiality)
£390,000 for areas of higher risk
(50% of materiality)
£240,000 for areas of higher risk
(50% of materiality)
Tolerance for
potential uncorrected
misstatements
Above £40,000 and below £585,000 for
areas of low risk (75% of materiality), below
£390,000 for areas of higher risk (50% of
materiality)
Above £20,000 and below £360,000 for
areas of low risk (75% of materiality), below
£240,000 for areas of higher risk (50% of
materiality)
Communication of
misstatements to the
Audit Committee
£40,000 and misstatements below
that threshold that, in our view, warrant
reporting on qualitative grounds
£20,000 and misstatements below that
threshold that, in our view, warrant reporting
on qualitative grounds
39
Totally Annual Report for the period ended 31 March 2019Financial Statements Governance Strategic Report Independent Auditor’s Report continued
For each component of the group we calculated a
materiality threshold based on a percentage of revenue
for trading entities and gross assets for those not
trading. In considering individual account balances
and classes of transactions we applied a lower level
of materiality (performance materiality) in order
reduce to an appropriately low level the probability
that the aggregate of uncorrected and undetected
misstatements exceeds materiality. Performance
materiality for the group was set at £585,000 for low
risk audit areas representing 75% of materiality based
upon our assessment of expected misstatements
and the control environment. Performance materiality
of £390,000 was used for areas considered to be
higher risk, representing 50% of overall materiality. The
same percentages were applied to each component’s
materiality calculations. We agreed with the Audit
Committee that we would report on all differences in
excess of 5% of materiality relating to the group financial
statements. We also report to the Audit Committee on
financial statement disclosure matters identified when
assessing the overall consistency and presentation of
the consolidated financial statements.
An overview of the scope of our audit
The group audit was scoped by re-confirming our
understanding of the business, group structure, systems
and processes and the internal control environment.
A full scope audit was completed by RPG Crouch
Chapman LLP in respect of all components of the group.
Other information
The directors are responsible for the other information.
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. Our
opinion on the financial statements does not cover
the other information and, except to the extent
otherwise explicitly stated in our report, we do not
express any form of assurance conclusion thereon. In
connection with our audit of the financial statements,
our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements
or our knowledge obtained in the audit or otherwise
appears to be materially misstated. If we identify
such material inconsistencies or apparent material
misstatements, we are required to determine whether
there is a material misstatement in the financial
statements or a material misstatement of the other
information. If, based on the work we have performed,
we conclude that there is a material misstatement of
this other information, we are required to report that
fact. We have nothing to report in this regard.
Opinions on other matters prescribed by
the Companies Act 2006
In our opinion, based on the work undertaken in the
course of the audit:
•
•
the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with
the financial statements; and
the strategic report and the directors’ report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report
by exception
In the light of the knowledge and understanding of the
group and the parent company and its environment
obtained in the course of the audit, we have not
identified material misstatements in the strategic report
or the directors’ report.
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006
requires us to report to you if, in our opinion:
•
•
•
adequate accounting records have not been kept,
or returns adequate for our audit have not been
received from branches not visited by us; or
the parent company financial statements are not in
agreement with the accounting records and returns;
or
certain disclosures of directors’ remuneration
specified by law are not made; or
• we have not received all the information and
explanations we require for our audit.
40
Totally Annual Report for the period ended 31 March 2019 t
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Independent Auditor’s Report continued
Responsibilities of directors
Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Chapter 3 of Part 16 of
the Companies Act 2006. Our audit work has been
undertaken so that we might state to the company’s
members those matters we are required to state to
them in an auditor’s report and for no other purpose. To
the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the company
and the company’s members as a body, for our audit work,
for this report, or for the opinions we have formed.
Martin Chatten (Senior Statutory Auditor)
For and on behalf of RPG Crouch Chapman LLP,
Statutory Auditor, 62 Wilson Street London EC2A 2BU
9 August 2019
RPG Crouch Chapman LLP is a limited liability
partnership registered in England and Wales (with
registered number OC375705).
As explained more fully in the statement of directors’
responsibilities on page 35, the directors are responsible
for the preparation of the financial statements and for
being satisfied that they give a true and fair view, and
for such internal control as the directors determine
is necessary to enable the preparation of financial
statements that are free from material misstatement,
whether due to fraud or error. In preparing the financial
statements, the directors are responsible for assessing
the group’s and the parent company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern and using the going concern
basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease
operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of
the financial statements
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error,
and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or
in aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the
basis of these financial statements.
A further description of our responsibilities for the
audit of the financial statements is located on the
Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
Totally Annual Report for the period ended 31 March 2019
41
Consolidated Statement of Profit or Loss and Other
Comprehensive Income
For the year ended 31 March 2019
Continuing operations
Revenue
Cost of sales
Gross profit
Administrative expenses
Profit before exceptional items
Exceptional items
Profit before interest, tax and depreciation
Depreciation and amortisation
Operating (loss)/profit
Finance income
Finance costs
(Loss)/profit before taxation
Income tax credit/(charge)
(Loss)/profit for the year/period attributable to the equity
shareholders of the parent company
Other comprehensive income
Total comprehensive (loss)/profit for the year/period net of tax
attributable to the equity shareholders of the parent company
(Loss)/earnings per share
From continuing operations:
Basic
Diluted
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
78,007
(65,939)
12,068
(10,962)
1,106
126
1,232
(2,822)
(1,590)
3
(228)
(1,815)
313
(1,502)
–
(1,502)
42,535
(35,510)
7,025
(6,842)
183
4,508
4,691
(1,863)
2,828
–
(719)
2,109
(312)
1,797
–
1,797
12 months to
31 March 2019
Pence
15 months to
31 March 2018
Pence
(2.51)
(2.51)
3.64
3.60
Note
6
8
9
10
11
12
Note
23b
23b
42
Totally Annual Report for the year ended 31 March 2019 Consolidated Statement of Changes in Equity
For the year ended 31 March 2019
At 1 January 2017
Total comprehensive profit for the period
Issue of share capital
Credit on issue of warrants and options
At 31 March 2018
Total comprehensive loss for the year
Credit on issue of warrants and options
Share capital
£000
Share premium
account
£000
2,002
–
3,977
–
5,979
–
–
9
–
16,399
–
16,408
–
–
At 31 March 2019
5,979
16,408
The Company statement of changes in equity can be found in note 25.
The accompanying notes on pages 46 to 73 form part of the financial statements.
Retained
earnings
£000
3,112
1,797
–
42
4,951
(1,502)
43
3,492
Equity
shareholders’
funds
£000
5,123
1,797
20,376
42
27,338
(1,502)
43
25,879
43
Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report Consolidated and Company Statements
of Financial Position
As at 31 March 2019
Non-current assets
Intangible assets
Property, plant and equipment
Investments in subsidiaries
Deferred tax
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Contingent consideration
Borrowings
Non-current liabilities
Trade and other payables
Contingent consideration
Borrowings
Deferred tax
Total liabilities
Net current liabilities
Net assets
Shareholders’ equity
Called up share capital
Share premium account
Retained earnings
Equity shareholders’ funds
Consolidated
Company
Note
31 March 2019
£000
31 March 2018
£000
31 March 2019
£000
31 March 2018
£000
13
14
15
12
16
17
18
20
21
18
20
21
12
23a
23c
23d
28,824
31,262
599
–
158
980
–
646
29,581
32,888
68
8,606
7,520
16,194
45,775
78
9,706
10,224
20,008
52,896
(18,784)
(21,450)
(322)
(5)
(452)
(6)
(19,111)
(21,908)
(768)
–
(3)
(14)
(785)
(19,896)
(2,917)
25,879
5,979
16,408
3,492
25,879
(1,087)
(2,555)
(8)
–
(3,650)
(25,558)
(1,900)
27,338
5,979
16,408
4,951
27,338
26
43
21,835
–
21,904
–
677
1,254
1,931
23,835
(5,362)
(322)
–
(5,684)
(16)
–
–
–
(16)
(5,700)
(3,753)
18,135
5,979
16,408
(4,252)
18,135
28
19
24,503
–
24,550
–
886
2,896
3,782
28,332
(4,722)
(452)
–
(5,174)
–
(2,555)
–
–
(2,555)
(7,729)
(1,392)
20,603
5,979
16,408
(1,784)
20,603
These financial statements were approved by the Board of Directors on 9 August 2019 and were signed on its behalf by:
Wendy Lawrence
Director
Lisa Barter
Director
Totally plc
Company registration No: 3870101 (England and Wales)
The accompanying notes on pages 46 to 73 form part of the financial statements.
44
Totally Annual Report for the year ended 31 March 2019 Consolidated Cash Flow Statement
For the year ended 31 March 2019
Cash flows from operating activities
(Loss)/profit for the period/year
Adjustments for:
– Options and warrants charge
– Depreciation and amortisation
–
–
Impairment of goodwill
Impairment of development costs
– Tax (income)/expense recognised in profit or loss
– Finance income
– Finance costs
Note
31 March 2019
£000
31 March 2018
£000
(1,502)
1,797
13/14
43
2,822
2,000
–
(313)
–
112
42
1,863
739
312
–
718
– Revaluation of contingent consideration
20
(2,668)
(6,466)
Movements in working capital:
–
Inventories
– Movement in trade and other receivables
– Movement in trade and other payables
Cash used for operations
–
Income tax received/(paid)
Net cash flows from operating activities
Cash flow from investing activities
Purchase of property, plant and equipment
Additions of intangible assets, net of adjustments to goodwill
Acquisition of subsidiaries, net of cash acquired
Contingent consideration paid
Accrued preference shares interest paid
Net cash flows from investing activities
Cash outflow before financing
Cash flow from financing activities
Issue of share capital, net
Borrowings/invoice discounting
Finance lease rental repayments
Net cash flows from financing activities
Net (decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of period
Cash and cash equivalents at the end of the period/year
The accompanying notes on pages 46 to 73 form part of the financial statements.
14
20
10
1,100
(3,457)
(1,853)
39
(1,814)
(265)
(491)
–
(130)
–
(886)
(2,700)
–
–
(4)
(4)
(2,704)
10,224
7,520
22
1,092
(3,321)
(3,202)
(277)
(3,479)
(193)
(427)
(860)
(2,378)
(18)
(3,876)
(7,355)
16,646
(56)
(9)
16,581
9,226
998
10,224
45
Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 1. General information
Totally plc is a public limited company (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 AlM 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. Authorisation of financial statements and statement of compliance with IFRS
The financial statements for the year ended 31 March 2019 were authorised for issue by the Board of Directors and the Statements
of financial position were signed on the Board’s behalf by Wendy Lawrence and Lisa Barter on 9 August 2019.
The Group’s financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations
Committee (IFRIC) interpretations as endorsed by the European Union, and bearing in mind those parts of the Companies Act 2006
applicable to companies reporting under IFRS. The financial statements of the Company have been prepared in accordance with
Financial Reporting Standard 101, Reduced Disclosure Framework (FRS 101). The financial statements have been prepared under
the historical cost convention, and in accordance with the Companies Act 2006.
In preparing its financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore
the Company’s financial statements do not include:
•
•
•
•
•
•
certain comparative information as otherwise required by EU endorsed IFRS;
certain disclosures regarding the Company’s capital;
a statement of cash flows;
the effect of future accounting standards not yet adopted;
the disclosure of the remuneration of key management personnel; and
disclosure of related party transactions with wholly owned fellow group companies
In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because equivalent disclosures
are included in the consolidated financial statements of Totally plc. The Company’s financial statements do not include certain
disclosures in respect of:
•
•
share based payments; and
fair value measurement (other than certain disclosures required as a result of recording financial instruments at fair value).
As permitted by Section 408 of the Companies Act 2006 no income statement is presented for the Company. The Company made a
loss of £2,511,000 for the period ended 31 March 2019 (2018: loss £6,941,000).
3. Basis of preparation
The consolidated and Company financial statements have been prepared on the historical cost basis and are presented in Sterling
and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.
The Group’s business activities, together with the factors likely to affect its future development, performance and position are set
out in the Strategic report on pages 1 to 16. The financial position of the Group is described in the Financial Review on pages 12 to 15.
The Group carefully manages financial resources, closely monitoring the working capital cycle. The Group has long term contracts
with a number of customers and suppliers across different geographic areas within the United Kingdom and industries. As a
consequence, the Directors believe that the Group is well placed to manage its business risks successfully despite the current
uncertain economic outlook.
The Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational
existence for the foreseeable future. The financial statements are prepared on a going concern basis which the Directors believe to
be appropriate for the above reasons.
46
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 4. 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 Clinical 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.
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 of income related to the fair value adjustment of the contingent consideration. This fair value adjustment
relates to the net present value of the contingent consideration discounted at 10%.
Finance costs
Finance costs comprise the unwinding of the fair value adjustment of the contingent consideration. It also includes interest payable
on bank overdrafts and bank charges and these are recognised on an accruals basis.
47
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 4. Summary of significant accounting policies (continued)
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
Computer equipment
Fixtures and fittings
– 3 and 5 years
– 2 and 5 years
– 2 to 10 years
Freehold property improvements
– 3 to 10 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 derecognised.
Inventories
Inventories are valued at the lower of cost and net realisable value. In general cost is 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.
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 other segments and at
31 March 2019 the goodwill allocated to each amounted to £16,824,000 and £9,336,000 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 based on the cash flows expected to be generated using the latest budget and forecast
data. Estimates of sales and costs are based on past experience and expectations of future changes in the market.
Board approved cash flow projections for three years are used and then extrapolated out assuming flat cash flows and discounted at
a pre-tax rate of 10% (2018: 12% or 3.5%) over a five-year period and then into perpetuity.
Based on the operating performance of the CGUs, an impairment of goodwill of £2.0m was identified in the current financial year
(2018: £nil).
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.
48
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 4. Summary of significant accounting policies (continued)
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
Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the
Group. All other leases are classified as operating leases.
The Company has a short lease on its premises. This is accounted for as an ‘operating lease’ and the rental charges are charged to
the income statement on a straight line basis over the life of the lease. Other operating leases are treated in the same manner.
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.
49
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 4. Summary of significant accounting policies (continued)
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 (‘equity-settled transactions’). The fair value of the employee
services rendered is determined by reference to the fair value of the shares awarded or options granted, excluding the impact of any
non-market vesting conditions. All share options are valued using an option-pricing model (Black-Scholes). 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 9 – Financial Instruments and IFRS 15 – Revenue from contracts with customers which were
effective for accounting periods commencing on 1 January 2018.
IFRS 15 is a prescriptive standard which requires a business to identify the performance obligations which are contracted with its
customer base. The Directors have reviewed the requirements of IFRS 15 and updated the accounting policies as appropriate. The
changes are narrative only and there has been no impact on reported results for the prior period or the current period.
IFRS 9 relates to Financial Instruments which contains the requirement for a) the classification and measurement of financial assets
and financial liabilities, b) impairment methodology and c) general hedge accounting. Given the nature of the Group’s financial assets
and liabilities and the limited bad debt history, the adoption of IFRS 9 has had no material impact on the financial statements.
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 date.
Standards, amendments and interpretations not yet effective
IFRS 16 supersedes IAS 17 Leases and introduces a new single lessee accounting model which eliminates the current distinction
between operating and finance leases for lessees. IFRS 16 will primarily affect the accounting for the group’s operating leases and is
effective for the next accounting period. As at the reporting date, the Group has non-cancellable operating lease commitments of
£5,295,000. Under IFRS 16, the obligations to pay the future leases rentals over the expected lease term will be recognised as a lease
liability (current and non-current) discounted at the incremental borrowing rate with a corresponding right of use asset also being
recognised in the statement of financial position. Whilst there will be a material change in gross assets and liabilities, as a result of
recognising the leases as right-of-use assets and liabilities, for the change in accounting policy, it is not anticipated that there will be
a material impact on net assets. Additionally, whilst the depreciation on the right of use asset and the interest on the finance liability
would be different to the present operating lease charge, it is not expected to have a material impact on the reported result in the
financial statements.
There are no other standards issued not yet effective that will have a material effect on the financial statements.
50
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 5. Significant accounting judgements, estimates and assumptions
The Group makes judgements, estimates and assumptions that affect the application of policies and reported amounts of assets
and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements and assumptions will,
by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. The
Group’s estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimate is revised if the revision affects only that period, or in the period of revision and future periods if
the revision affects both current and future periods.
Judgments
There are no judgements management has made in the process of applying the entity’s accounting policies that have a significant
effect on the amounts recognised in the financial statements apart from those involving estimations as noted below.
Estimates
Following the assessment of the recoverable amount of goodwill allocated to the “other” segment, to which goodwill of £9,336,000
is allocated, the Directors consider that the recoverable amount of goodwill allocated to this segment is most sensitive to the
achievement of future budgets. Budgets comprise forecasts of revenue, staff costs and overheads based on current and anticipated
market conditions that have been considered and approved by the Board.
The assumptions used in assessing the recoverable amount of each CGU along with a sensitivity analysis performed are presented
in note 13.
6. Revenue
A breakdown of revenue by the revenue streams detailed in accounting policies is shown below:
Clinical health coaching and other support
Physiotherapy and dermatology services
Urgent care services
Total
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
1,112
7,345
69,550
78,007
55
9,103
33,377
42,535
All revenue is recognised as the services are provided and in accordance with the accounting policies detailed in note 4.
The following table provides information on contract assets and contract liabilities from contracts with customers:
Contract assets
Contract liabilities
Total
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
1,503
(3,341)
(1,838)
1,189
(3,416)
(2,227)
Contract assets and contract liabilities relate to amounts recognised in respect of accrued and deferred income for contracts with
customers and are included within “trade and other receivables” and “trade and other payables” respectively on the face of the
statement of financial position.
Contract assets primarily relate to the company’s rights to consideration for services provided but not billed. The contract assets are
transferred to trade receivables when the rights become unconditional which is upon agreement by the CCG.
Contract liabilities primarily relate to advance consideration received from customers and provision for clawback adjustments on
contracts with customers based on contractual performance. Management estimates the level of revenue subject to clawback
and makes a provision under the variable consideration constraint within IFRS 15. These amounts are subject to negotiation with
agreement generally within 1-2 years.
51
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 6. Revenue (continued)
The significant movements in contract assets in the periods ended 31 March 2019 and 31 March 2018 are detailed below:
Brought forward
Acquired
Provided
Utilised
Total
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
1,189
–
5,357
(5,043)
1,503
452
484
2,392
(2,139)
1,189
The significant movements in contract liabilities in the periods ended 31 March 2019 and 31 March 2018 are detailed below:
Brought forward
Acquired
Provided
Utilised
Total
7. Segmental reporting
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
3,416
–
3,645
(3,720)
3,341
6
2,170
2,988
(1,748)
3,416
Segment information is presented in respect of the Group’s operating segments. Segments are determined by reference to the
internal reports reviewed by the Board.
Management has determined the operating segments based on the information provided to the executive management team (the
Chief Operating Decision Maker (“CODM” for the Group) to make operational decisions on the management of the Group. Following
the acquisition of Vocare in October 2017, two operating segments were identified as follows:
•
•
Urgent care; and
Other – innovative healthcare solutions, physiotherapy, dermatology, costs of corporate functions and group eliminations.
Management has considered the economic characteristics, similarity of services, customers, sales methods and regulatory
environment of its non-urgent care services. In doing so it has been concluded that they should be aggregated into one ‘Other’
segment in the financial statements. This aggregated information provides users the financial information needed to evaluate the
business and the environment in which it operates.
The Group’s management reporting and controlling systems use the accounting policies that are the same as those referred to in
note 4. There were no customers representing greater than 10% of Group revenue in either of the periods under review.
Segmental analysis – segment measures
The Group measures the performance of its operating segments through a measure of segment profit or loss which is referred to as
EBITDA. This measure is reported to the CODM for the purposes of resource allocation and assessment of performance.
Interest income, interest expense and income tax expense are not included in the EBITDA profit measure which is reviewed by the
CODM. Tax and treasury balances are managed centrally.
Segment assets and liabilities are not regularly reviewed by the CODM. The Group has elected, as provided under IFRS 8 – Operating
Segments (amended 2009) not to disclose segment assets or liabilities as these amounts are not regularly provided to the CODM.
In the periods ended 31 March 2019 and 31 March 2018, all segments operated solely in the UK, and as a result no geographical
breakdown is provided.
52
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 7. Segmental reporting (continued)
Primary reporting format – business segments
The table below sets out information for the Group’s business segments for the years ended 31 March 2019 and 31 March 2018.
Segment revenue represents revenue from external and internal customers arising from the sale of services.
Inter-segment revenue is recorded at values that represent estimated third-party selling prices. Transactions between segments are
on an arm’s length basis in a manner similar to transactions with third parties. All inter-segment trading is eliminated on consolidation.
Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.
Analysis by business segment
Group revenue
69,550
8,457
78,007
33,377
9,158
42,535
12 months to 31 March 2019
15 months to 31 March 2018
Urgent care
£000
Other
£000
Total Urgent care
£000
£000
Other
£000
Total
£000
Operating profit/(loss) before exceptional items
2,953
(1,847)
1,106
2,128
Acquisition related costs
Impairment of goodwill
Impairment of development costs
Revaluation of contingent consideration
Other exceptional costs
Operating profit/(loss) before interest,
tax and depreciation
Depreciation and amortisation
Operating profit/(loss)
Finance costs
Profit/(loss) before tax
Income tax credit/(charge)
Profit/(loss) after tax
8. Exceptional items
Acquisition related costs
Impairment of goodwill
Impairment of development costs
Revaluation of contingent consideration
Other exceptional costs
Total exceptional items
Tax credit attributable to exceptional items
Total exceptional items after tax
–
–
–
–
–
(465)
(465)
(2,000)
(2,000)
–
–
2,668
2,668
(77)
(77)
–
–
–
–
–
(1,945)
(1,176)
–
(739)
183
(1,176)
–
(739)
6,466
6,466
(43)
(43)
2,953
(1,721)
1,232
2,128
2,563
4,691
(2,749)
204
(110)
94
313
407
(73)
(1,794)
(115)
(2,822)
(1,590)
(225)
(1,909)
(1,815)
–
313
(1,909)
(1,502)
(1,342)
786
(1)
785
(375)
410
(521)
2,042
(718)
1,324
63
1,387
(1,863)
2,828
(719)
2,109
(312)
1,797
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
465
2,000
–
(2,668)
77
(126)
404
278
1,176
–
739
(6,466)
43
(4,508)
866
(3,642)
53
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 9. (Loss)/profit on operating activities before taxation
(Loss)/profit on ordinary activities before taxation is stated after charging/(crediting):
Share-based payments
Operating lease rentals:
– land and buildings
– other
Defined contribution pension schemes
Expenses in connection with the acquisition of subsidiaries
Depreciation and amortisation
Impairment loss of development costs
Impairment of goodwill
Revaluation of contingent consideration
Auditors’ remuneration
Fees payable to the Company’s auditors for the audit of the parent company and
consolidated financial statement
The audit of the Company’s subsidiaries*
Fees payable to the Company’s auditors for the other services:
Other services
Tax compliance services
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
43
42
1,690
135
2,344
465
2,822
–
2,000
(2,668)
18
106
47
8
666
102
1,140
1,176
1,863
739
–
(6,466)
16
85
139
10
* The audit fees for the Company’s subsidiaries includes VAT as some subsidiaries have a partial exemption scheme and some are
not VAT registered.
10. Finance income
Bank interest received
Total finance income
11. Finance costs
Finance costs
Bank charges
Loan interest
Total finance costs
12 months to
31 March 2019
15 months to
31 March 2018
£000
3
3
£000
–
–
12 months to
31 March 2019
15 months to
31 March 2018
£000
210
15
3
228
£000
718
1
–
719
Finance cost relates to the unwinding of the fair value adjustment of the contingent consideration. The fair value adjustment is based
on net present value of the contingent consideration, discounted at 10%.
54
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 12. Taxation
(a) Taxation charge
Current tax expense
Current tax on (loss)/profit for the period
Adjustments in respect of prior periods
Deferred tax expense
Origination and reversal of timing differences
Adjustments in respect of prior periods
Total tax charge
(b) Taxation reconciliation
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
–
(31)
(31)
(186)
(96)
(282)
(313)
(43)
(25)
(68)
380
–
380
312
The reasons for the difference between the actual tax charge for the year and the standard rate of corporation tax in the United
Kingdom applied to profit for the year are as follows:
(Loss)/profit on ordinary activities before tax
Taxation at the standard UK income tax of 19% (2018: 19.20%)
Expenses not deductible for tax purposes
Origination and reversal of timing differences
Non taxable income
Losses carried forward
Other
Adjustments in respect of prior periods
Total tax charged in the income statement
(c) Deferred tax
12 months to
31 March 2019
15 months to
31 March 2018
£000
(1,815)
(345)
(95)
(186)
–
464
(24)
(127)
(313)
£000
2,109
405
707
–
(1,241)
524
(58)
(25)
312
Estimated tax losses of approximately £8,000,000 (2018: £7,600,000) are available to relieve future profits of the Group in respect of
which no deferred tax asset has been recognised due to uncertainty as to the timing and tax rate at which these losses will be utilised
against future taxable profit streams.
A deferred tax asset of £158,000 (2018: £646,000) has been recognised in relation to accelerated capital allowances and other
timing differences where utilisation against future profits is considered to be more certain.
55
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report
13. Intangible assets
Group
Cost
At 1 April 2018
Additions
Acquisition of Vocare
Disposals
Adjustments
At 31 March 2019
Amortisation
At 1 April 2018
Amortisation charge
At 31 March 2019
Accumulated impairment losses
At 1 April 2018
Impairment loss for the year
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
Group
Cost
At 1 January 2017
Additions
Acquisition of Vocare
Reclassification
Adjustments
At 31 March 2018
Amortisation
At 1 January 2017
Amortisation charge
Acquisition of Vocare
At 31 March 2018
Accumulated impairment losses
At 1 January 2017
Impairment loss for the year
At 31 March 2018
Net book value
At 31 March 2018
At 31 December 2016
56
Development
costs
£000
Computer
software
£000
Intangible
value of
contracts
£000
Goodwill
£000
Total
£000
739
–
–
–
–
1,950
167
–
(4)
–
5,863
26,563
35,115
–
–
–
–
–
1,597
–
–
167
1,597
(4)
–
739
2,113
5,863
28,160
36,875
–
–
–
739
–
739
–
–
1,147
475
1,622
–
–
–
491
803
Development
costs
Computer
software
1,967
1,723
3,690
–
–
–
2,173
3,896
Intangible
value of
contracts
£000
£000
£000
713
26
–
–
–
–
401
1,544
5
–
1,239
–
4,624
–
–
–
–
–
–
2,000
2,000
26,160
26,563
Goodwill
£000
11,362
–
15,226
–
(25)
3,114
2,198
5,312
739
2,000
2,739
28,824
31,262
Total
£000
13,314
427
21,394
5
(25)
739
1,950
5,863
26,563
35,115
–
–
–
–
–
739
739
–
713
–
193
954
1,147
–
–
–
803
–
645
1,322
–
1,967
–
–
–
–
–
–
–
–
–
645
1,515
954
3,114
–
739
739
3,896
594
26,563
11,362
31,262
12,669
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 13. Intangible assets (continued)
Development costs relate to the design and construction of the business to consumer service (B2C) My Clinical Coach. At 31 March
2018 the Directors decided to write off these costs as whilst the technology that has been developed is still viable it is not currently
in use.
Company
Cost
At 1 April 2018
Additions
At 31 March 2019
Amortisation
At 1 April 2018
Amortisation charge
At 31 March 2018
Net book value
At 31 March 2019
At 31 March 2018
Company
Cost
At 1 January 2017
Additions
Reclassification
At 31 March 2018
Amortisation
At 1 January 2017
Amortisation charge
At 31 March 2018
Net book value
At 31 March 2018
At 31 December 2016
Computer
software
£000
Total
£000
38
13
51
10
15
25
26
28
38
13
51
10
15
25
26
28
Computer
software
£000
Total
£000
–
33
5
38
–
10
10
28
–
–
33
5
38
–
10
10
28
–
Intangible value of contracts is the discounted expected profitability of contracts acquired on acquisition. The value of these
contracts is based on gross profit and directly attributable overheads. The contract values are amortised on a straight line basis over
the life of the contracts.
The goodwill addition for the acquisition of Vocare comprises £785,000 provision for deferred tax on intangible value of contracts,
£324,000 restructure costs, and £488,000 provision for contractual losses.
The Group tests goodwill annually for impairment, or more frequently if there are indications that goodwill might be impaired. For the
periods ending 31 March 2018 and 31 March 2019, the recoverable amount of the cash generating units (CGUs) was determined
based on value-in-use calculations which require the use of assumptions. The value in use was calculated by discounting cash
flow projections based on financial budgets approved by management covering a three-year period to 31 March 2022 along with
discounted cash flows into perpetuity with the assumption of no growth in EBITDA following the three year period.
Cash flows for the impairment testing at 31 March 2019 were discounted at a rate of 10% for all CGUs. The discount rates used for
the period ended 31 March 2018 were 12% for Urgent Care and 3.5% for other.
57
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report
13. Intangible assets (continued)
The assumptions used for the three year forecast to 31 March 2022 were as follows:
Urgent care
Revenue growth
Budgeted gross margin
% administrative expenses to revenue
Other
Revenue growth
Budgeted gross margin
% administrative expenses to revenue
Year ended
31 March 2020
%
Year ended
31 March 2021
%
Year ended
31 March 2022
%
4
15
11
3
28
20
5
16
11
5
28
20
5
16
11
5
28
19
The assumptions noted above are determined by management based on past performance and current knowledge of future plans.
Margins in Urgent care are forecast to increase as the restructure of that CGU comes to an end. As the Other CGU consolidates and
develops, a low level of revenue growth is anticipated and the proportion of administrative costs are forecast to reduce.
A segment-level summary of the carrying value of goodwill is shown below:
Goodwill
At 1 April 2018
FV adjustments to previous acquisitions
Impairment loss
At 31 March 2019
Urgent care
£000
15,227
1,597
–
16,824
Other
£000
11,336
–
(2,000)
9,336
Total
£000
26,563
1,597
(2,000)
26,160
The goodwill associated with other care arose from acquisitions by the Group in 2016. The segment has continued to operate on a
satisfactory basis however has not been able to meet historical earnings targets. The goodwill associated with this cash generating
unit was written down to its expected recoverable amount during the year ended 31 March 2019 as shown in the table above. The
impairment loss of £2m has been included within exceptional items within the income statement.
Sensitivity analysis
The Group has conducted a sensitivity analysis of the impairment test to changes in key assumptions used to determine the
recoverable amount for each CGU to which goodwill is allocated. The directors believe that a reasonable possible change in the key
assumptions on which the recoverable amount of Urgent care CGU is based would not cause the aggregate carrying amount to
exceed the aggregate recoverable amount of the related CGU and therefore no impairment would be required.
As noted above, following the impairment review the carrying amount of the Other CGU was deemed to be in excess of its
recoverable amount and an impairment loss was recognised during the year. The sensitivity analysis conducted for the impairment
test on the Other CGU produced the following results:
A 1% underperformance in budgeted gross profit margin is considered reasonably possible based on past experience and would lead
to an additional impairment charge of £1m.
A 1% decline in forecast revenue would result in an additional impairment charge of £277,000.
A 1% increase in the budgeted admin percentage against revenue would result in an additional impairment charge of £1m.
58
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 14. Property, plant and equipment
Freehold
Property
Improve-
ments
£000
Motor
Vehicles
£000
Plant
Machinery
£000
Office
Equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
Total
£000
Group
Cost
At 1 April 2018
Additions
Disposals
133
1,145
360
1,314
–
–
–
(6)
12
(5)
133
(8)
At 31 March 2019
133
1,139
367
1,439
Depreciation
At 1 April 2018
Disposals
Provided in the period
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
119
–
4
875
(3)
137
287
1,092
(1)
29
(6)
182
123
1,009
315
1,268
10
14
130
270
52
73
171
222
32
14
(32)
14
32
(32)
1
1
13
–
2,081
5,065
106
(2)
265
(53)
2,185
5,277
1,680
4,085
–
282
(42)
635
1,962
4,678
223
401
599
980
The net book value of motor vehicles includes £8,000 (31 March 2018: £14,000) in relation to assets held under finance leases.
Group
Cost
At 1 January 2017
Additions
Acquisition of Vocare
Reclassification
At 31 March 2018
Depreciation
At 1 January 2017
Acquisition of Vocare
Reclassification
Provided in the period
At 31 March 2018
Net Book Value
At 31 March 2018
At 31 December 2016
Freehold
Property
Improve-
ments
£000
Motor
Vehicles
£000
Plant
Machinery
£000
Office
Equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
31
–
102
–
133
9
102
–
8
119
14
22
–
–
1,145
–
1,145
–
811
–
64
875
270
–
124
24
212
–
360
98
162
–
27
287
73
26
Total
£000
286
193
28
122
1,938
4,591
(7)
(5)
2,081
5,065
8
1,518
(1)
155
191
3,546
–
348
71
47
1,194
2
1,314
44
953
1
94
32
–
–
–
32
32
–
–
–
1,092
32
1,680
4,085
222
27
–
–
401
20
980
95
The net book value of motor vehicles includes £14,000 (31 December 2016: £22,000) in relation to assets held under finance leases.
59
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report Office
equipment
£000
Short
leasehold
property
£000
Computer
equipment
£000
2
23
25
2
2
4
21
–
–
7
7
–
–
–
7
–
31
7
38
12
11
23
15
19
Office
equipment
£000
Computer
equipment
£000
–
–
2
2
–
1
1
2
–
–
22
16
(7)
31
4
(1)
9
12
19
18
Total
£000
33
37
70
14
13
27
43
19
Total
£000
22
16
(5)
33
4
–
10
14
19
18
14. Property, plant and equipment (continued)
Company
Cost
At 1 April 2018
Additions
At 31 March 2019
Depreciation
At 1 April 2018
Provided in the period
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
Company
Cost
At 1 January 2017
Additions
Reclassification
At 31 March 2018
Depreciation
At 1 January 2017
Reclassification
Provided in the period
At 31 March 2018
Net book value
At 31 March 2018
At 31 December 2016
60
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 15. Investments in subsidiaries
Company
Investments in share capital of subsidiaries.
Cost
At 1 April 2018
Additions
Adjustment to contingent consideration*
At 31 March 2019
Net book value
At 31 March 2019
At 31 March 2018
Total
£000
24,503
–
(2,668)
21,835
21,835
24,503
* Investments were adjusted during the year to reflect the decrease in the fair value of contingent consideration payable on acquisition of subsidiaries.
Refer to note 20.
Cost
At 1 January 2017
Additions
Adjustment to contingent consideration*
At 31 March 2018
Net book value
At 31 March 2018
At 31 December 2016
Total
£000
13,467
17,502
(6,466)
24,503
24,503
13,467
* Investments were adjusted during the period to reflect the decrease in the fair value of contingent consideration payable on acquisition of subsidiaries.
The Directors believe that the carrying value of the investments is supported by the expected future profitability of the subsidiaries.
The subsidiary companies at 31 March 2019, all of which have been consolidated, are as follows. All shares are held directly by the
Company except My Clinical Coach Ltd which is wholly owned by Totally Health Ltd., and those marked below:
Subsidiary undertakings
Totally Health Limited
Country of incorporation
England and Wales
Percentage of equity
capital held
100%
My Clinical Coach Limited
Premier Physical Healthcare Limited**
About Health Limited
Optimum Sports Performance Centre
Limited***
Vocare Limited****
Totally Healthcare Limited
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
England and Wales
100%
100%
100%
100%
100%
100%
Nature of business
Bespoke IT healthcare solutions
Direct to consumer health coaching
services
Physiotherapy and podiatry service
Dermatology service
Physiotherapy service
Urgent care service
Hospital in-sourcing service
61
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 15. Investments in subsidiaries (continued)
** The subsidiaries of Premier Physical Healthcare Limited, all of which have been consolidated, at 31 March 2019 are as follows:
Subsidiary undertakings
Country of incorporation
Percentage of equity
capital held
Nature of business
Premier Ergonomics Limited
England and Wales
100%
Provision of ergonomic risk assessment
Core Ergonomics Limited
England and Wales
90%
Provision of online health and safety
risk assessments
*** The subsidiaries of Optimum Sports Performance Centre Limited, all of which have been consolidated, at 31 March 2019 are as follows:
Subsidiary undertakings
Country of incorporation
Percentage of equity
capital held
Nature of business
Optimum Fitness (HCS) Limited
England and Wales
Optimum Occupational Health Limited England and Wales
Optimum Healthcare Solutions Limited England and Wales
Optimum Elite Fitness Limited
England and Wales
Optimum Physiotherapy Limited
England and Wales
100%
100%
100%
100%
100%
Dormant
Dormant
Dormant
Dormant
Dormant
**** The subsidiaries of Vocare Limited, all of which have been consolidated, at 31 March 2019 are as follows:
Subsidiary undertakings
Country of incorporation
Percentage of equity
capital held
Nature of business
Staffordshire Doctors Urgent Care
Limited
Primary Care North East Community
Interest Company
Teesside Primary Care Community
Interest Company
Tyneside Primary Care Community
Interest Company
Teesside Urgent Care Community
Interest Company
England and Wales
100%
Urgent care service
England and Wales
66.67%
Urgent care service
England and Wales
100%
Urgent care service
England and Wales
100%
Urgent care service
England and Wales
100%
Urgent care service
Yorkshire Doctors Urgent Care (YDUC)
Limited
England and Wales
Somerset Doctors Urgent Care Limited England and Wales
Northern Doctors Offender Health
Limited
England and Wales
Northern Doctors Urgent Care Limited England and Wales
100%
100%
100%
100%
Dormant
Dormant
Dormant
Dormant
Bath & North East Doctors Urgent Care
Limited
England and Wales
100%
Dormant
62
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 16. Inventories
Consumables
Goods for resale
17. Trade and other receivables
Trade receivables
Other receivables
Taxes and other social security
Prepayments and accrued income
Amounts owed by group undertakings
Group
31 March
2019
£000
3,156
718
42
4,690
-
8,606
Group
31 March
2018
£000
3,961
999
219
4,527
-
9,706
Group
31 March
2019
£000
31
37
68
Group
31 March
2018
£000
72
6
78
Company
31 March
2019
£000
Company
31 March
2018
£000
153
5
36
51
432
677
-
412
197
43
234
886
The creation of provision for impaired trade receivables is included in administration costs in the income statement. The ageing
analysis of trade receivables is as follows:
Under three months
Three to six months
Group
31 March
2019
£000
2,074
1,082
3,156
Group
31 March
2018
£000
3,689
272
3,961
Company
31 March
2019
£000
153
-
153
Company
31 March
2018
£000
-
-
-
There has been limited experience of bad debts over the history of the Group and therefore the provision for expected credit losses
in each period is immaterial. Other non-trade receivables do not contain impaired assets.
Amounts owed by group undertakings are repayable on demand with no fixed repayment date.
63
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 18. Trade and other payables
Current
Trade payables
Other taxes and social security
Other creditors
Corporation tax
Accruals and deferred income
Amounts owed to group undertakings
Non-current
Accruals and deferred income
Other taxes and social security
Group
31 March
2019
£000
6,897
1,233
485
-
10,169
-
18,784
768
–
768
Group
31 March
2018
£000
7,910
750
716
88
11,986
-
21,450
1,078
9
1,087
Company
31 March
2019
£000
Company
31 March
2018
£000
220
33
176
-
433
4,500
5,362
16
–
16
134
34
26
-
28
4,500
4,722
–
–
–
Trade payables and accruals principally comprise amounts outstanding from purchases and ongoing costs. The Directors consider
that the carrying amount of trade payables approximates to their fair value.
Amounts owed to group undertakings are repayable on demand with no fixed repayment date.
19. Events after the reporting period
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 £11.5m on a cash free and debt free basis
with a normalised level of working capital. The combination will be accounted for as an acquisition. The table below sets out the
adjustments to the purchase price to reflect a normalised level of working capital which has resulted in an additional consideration
payable of £4.8m.
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 in order to improve
people’s health, reduce NHS healthcare reliance, re-admissions and emergency admissions to hospital.
64
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 19. Events after the reporting period (continued)
The provisional assets and liabilities as at 20 June 2019 arising from the acquisition were as follows:
Carrying
amount
£000
Fair value
adjustment
£000
Provisional
fair value
£000
Property, plant and equipment
Trade receivables and other debtors
Cash in hand
Trade and other payables
Deferred tax
Convertible loan notes
Net (liabilities) acquired
Goodwill
Value of contracts
Total consideration
Satisfied by:
Cash
Ordinary shares issued
Net cash flow arising on acquisition:
Cash consideration
Less: cash and cash equivalents acquired
296
4,695
2,007
(7,759)
(34)
(50)
(845)
–
–
–
(1,341)
–
–
(1,341)
296
4,695
2,007
(9,100)
(34)
(50)
(2,186)
11,521
6,975
16,310
13,810
2,500
16,310
13,810
(2,007)
11,803
At the date of finalisation of these consolidated financial statements, the necessary market valuations and other calculations had
not been finalised and they have therefore only been provisionally determined based on the Directors’ best estimate of the likely
values.
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 the assets and liabilities acquired are provisions for additional costs or potential costs that existed at the
time of acquisition. The fair value was determined by management’s best estimate of the costs expected to be incurred based on
current knowledge and past events.
65
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 20. Contingent consideration
At 1 April 2018
Paid in the period
Revaluation of contingent consideration
Discount unwind in the period
At 31 March 2019
Contingent consideration – current
Contingent consideration – non-current
Premier Physical
Healthcare
£000
About Health
£000
Vocare
£000
968
–
(1,011)
43
–
1,587
–
(1,657)
70
–
Vocare
£000
322
–
322
452
(130)
–
–
322
Total
2019
£000
322
–
322
Total
2019
£000
3,007
(130)
(2,668)
113
322
Total
2018
£000
452
2,555
3,007
Premier Physical Healthcare and About Health have not achieved the 2019 profit and/or growth targets and consequently, amounts
unlikely to be paid have been released.
The remaining balance of contingent consideration relates to salary advances repayable quarterly as and when repaid by employees.
21. Financial liabilities – borrowings
Undrawn facilities
As at 31 March 2019 and 31 March 2018 the Group had no overdraft facilities.
Other borrowings
As at 31 March 2019 and 31 March 2018 the Group had the following finance lease obligations:
Current
Non-current
31 March
2019
£000
31 March
2018
£000
5
3
8
6
8
14
22. Financial instruments
The Group’s financial instruments comprise cash and various items, such as trade receivables and trade payables, that arise directly
from the Group’s activities expose the Group to a number of risks including capital management risk, credit risk and liquidity risk.
Fair values of financial instruments
For the following financial assets and liabilities: trade and other payables, trade and other receivables and cash at bank and in hand,
the carrying amount approximates the fair value of the instrument due to their short-term nature.
The Group’s activities expose it to a number of risks including capital management risk, credit risk and liquidity risk. The policies for
managing these risks are regularly reviewed and agreed by the Board.
It is the Group’s policy that no trading in financial instruments should be undertaken.
66
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019
22. Financial instruments (continued)
Capital management risk
The Group’s main objective when managing capital is to protect returns to shareholders by ensuring the Group will continue to trade
for the foreseeable future. The Group also aims to optimise its capital structure of debt and equity so as to minimise its cost of
capital. The Group in particular reviews its levels of borrowing and the repayment dates, setting these out against forecast cash flows
and reviewing the level of available funds.
The capital structure of the Group currently consists of cash and cash equivalents and equity attributable to holders of the parent,
comprising issued share capital, reserves and retained earnings. The Group continually looks at having the most appropriate capital
structure to enable it to maximise value to all stakeholders.
In the future, as the Group executes its expansion strategy, debt may be considered as part of the most appropriate capital structure.
If debt were to be introduced the Group will review the gearing ratio to monitor the capital return. This ratio would be calculated
as the total borrowings divided by total capital. Total borrowings include “current and non-current borrowings” as shown in the
Consolidated Statement of Financial Position. Total capital is calculated as “equity” as shown in the Consolidated Statement of
Financial Position plus total borrowings. The Group remains financed by its share capital and reserves and expects to fund future
working capital through equity. The below table details analysis of the Group’s capital management structure.
Debt
Cash and cash equivalents
Net cash
Equity
Debt to equity ratio
Interest rate risk
31 March 2019
£000
31 March 2018
£000
(8)
7,520
7,512
25,879
0.03%
(14)
10,224
10,210
27,338
0.05%
The Group’s interest rate exposure arises mainly from the interest-bearing borrowings as disclosed in Note 21. All of the Group’s
facilities were floating rates excluding interest on finance leases, which exposed the entity to cash flow risk. As at 31 March 2019
there are no loans outstanding and no undrawn overdraft facilities available to the Group, and there is no material exposure to
interest rate risk.
Foreign exchange risk
The Group operates wholly in the United Kingdom and as such the majority of the Group and Company’s financial assets and
liabilities are denominated in Sterling, and there is no material exposure to exchange risk.
Credit risk
The Group’s credit risk primarily relates to trade and other receivables and accrued income. The amounts presented in the statement
of financial position are net of allowances for doubtful receivables by the Group’s management.
Customer credit risk is managed by each business unit subject to the Group’s established policy, procedures and controls relating to
customer credit management. Credit limits are established for all customers and are based inter alia on credit checks. Outstanding
customer receivables are regularly monitored.
Liquidity risk
Cash balances and borrowings are managed so as to maximise interest earned and minimise interest paid, while maintaining the
liquidity requirements of the business. When seeking borrowings, the Directors consider the commercial terms available and, in
consultation with their advisors, consider whether such terms should be fixed or variable and are appropriate to the business.
The Group would normally expect that sufficient cash is generated in the operating cycle to meet the contractual cash flows through
effective cash management.
67
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 23. Share capital and reserves
(a) Share capital
Authorised
59,795,172 ordinary shares of 10p each
Allotted, called up and fully paid
59,795,172 ordinary shares of 10p each
2019
£000
2018
£000
5,979
5,979
5,979
5,979
The Ordinary shares carry full voting rights, the right to attend general meetings of the Company and full rights to receive dividends.
The shares do not confer any right of redemption.
(b) Earnings per share
Loss before exceptional items
Effect of exceptional items
(Loss)/profit attributable to owners of the
parent
12 months to 31 March 2019
15 months to 31 March 2018
Earnings
£000
(1,224)
(278)
Basic
earnings
per share
(2.05)p
(0.46)p
Diluted
earnings
per share
(2.05)p
(0.46)p
Earnings
£000
(2,711)
4,508
Basic
earnings
per share
Diluted
earnings
per share
(5.49)p
(5.43)p
9.13p
9.03p
(1,502)
(2.51)p
(2.51)p
1,797
3.64p
3.60p
Weighted average number of ordinary shares
Dilutive effect of shares from share options
Fully diluted weighted average number of ordinary shares
2019
£000
59,795
–
59,795
2018
£000
49,356
592
49,948
Basic earnings/(loss) per share is calculated by dividing the profit/(loss) attributable to equity holders of the Company by the
weighted average number of ordinary shares in issue during the period/year. For diluted earnings per share the weighted average
number of ordinary shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. Dilutive potential
ordinary shares are those share options granted to employees where the exercise price is less than the average market price of the
Company’s ordinary shares during the period. There were no dilutive potential ordinary shares at 31 March 2019.
(c) Share premium account
The share premium account represents the amounts received by the Company on the issue of ordinary shares that are in excess of
the nominal value of the issued shares. Directly chargeable issue costs are charged to the share premium account.
(d) Retained earnings
This reserve records the accumulated profits and losses of the Group less dividends paid.
68
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 23. Share capital and reserves (continued)
(e) Share options
During the year to 31 March 2019, no share options were granted. Details of all options in issue during the period are as follows:
Grant date
11/11/2015
11/11/2015
11/11/2016
29/12/2017
31/01/2018
31/01/2018
Exercise
period
10 years
10 years
3 years
3 years
3 years
3 years
Exercise
price
Outstanding at
start of period
Issued
in period
44p
44p
46p
27p
40.5p
40.5p
250,000
100,000
205,039
1,411,965
273,000
202,000
2,442,004
-
-
-
-
-
-
-
Surrendered/
cancelled
in period
Residual at
31 March 2019
-
250,000
(100,000)
(127,563)
(66,666)
(10,000)
-
-
77,476
1,345,299
263,000
202,000
(304,229)
2,137,775
(f) Share warrants
Details of all warrants in issue during the year to 31 March 2019 are as follows:
Grant date
Exercise
period
Exercise
price
Outstanding at
start of period
Issued
in period
Expired/exercised
in period
Residual at
31 March 2019
30 September 2008
No expiry date
100p
350,000
8 October 2009
Within 10 years
from grant date
100p
1,667
351,667
–
–
–
–
–
–
350,000
1,667
351,667
24. Share-based employee remuneration
During the period ended 31 March 2019, the Group and Company had three share based payment arrangements as described below.
(a) Employee Share Options
In January 2018, the Company introduced the Totally plc Company Share Option Plan to replace the existing EMI Scheme. The Plan is
designed to help recruit and retain employees of the Group and motivate them to achieve the Group’s business objectives. The Plan
allows the Company to grant tax-effective incentives to employees known as CSOP options. Options granted will vest on the third
anniversary of the date of grant and will expire on the tenth anniversary of the date of the grant.
The Company also has options in issue under the Totally plc Unapproved Share Option Plan. Options granted under this scheme will
vest on the third anniversary of the date of the grant and will expire on the tenth anniversary of the date of the grant.
The estimated fair value of each option has been calculated using the Black Scholes option pricing model for different options
granted. The estimated fair value of outstanding options varies between 10.0 and 11.0 pence. The model inputs are share price at
grant date, exercise price, expected volatility of 29 per cent, no expected dividends, contractual life of three years, and a risk free
interest rate of four per cent. A reconcilation of option movements over the period is shown below and in note 23.
The volatility of the Company’s share price on each date of grant was calculated as the average of the standard deviations of daily
continuously compounded returns on the stock of the Company, calculated back over a period commensurate with the expected life
of the option. The risk-free rate used is the yield to maturity on the date of grant, with term to maturity equal to the expected life of
the option. It is assumed that options will be exercised within two years of the date on which they vest.
69
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report Notes to the Financial Statements
For the year ended 31 March 2019
24. Share-based employee remuneration (continued)
31 March
2019
Number
‘000s
2,442
-
-
(304)
2,138
31 March
2019
Weighted
average price
Pence
34
-
-
41
33
31 March
2018
Number
‘000s
785
1,954
-
(297)
2,442
31 March
2018
Weighted
average price
Pence
45
30
-
(41)
34
31 March 2019
31 March 2018
27-46
33
2,138
4
4
27-46
34
2,442
4
5
Outstanding at 1 April 2018/1 January 2017
Granted
Exercised
Surrendered/cancelled
Outstanding at 31 March 2019/31 March 2018
Range of exercise price (Pence)
Weighted average exercise price (Pence)
Number of shares (‘000s)
Weighted average remaining life years – Expected
Weighted average remaining life years – Contractual
(b) Warrants
The estimated fair value of each warrant has been calculated using the Black Scholes option pricing model for differing warrants granted.
The estimated fair value of warrants varies between 0.01 pence and 0.49 pence. The model inputs are share price at grant date, exercise
price, expected volatility of 29 per cent, no expected dividends, maximum contractual life of three years, and a risk free interest rate of
four per cent. A maximum three year contractual life has been used to reflect the non-tradability of the warrants compared to the actual
contractual life in any cases in excess of three years. The full cost of the warrants is recognised at the date of grant.
(c) Save As You Earn (SAYE) scheme
The SAYE scheme was introduced in December 2016 following shareholder approval. Options are granted for a period of three years.
Options are exercisable at a price based on the quoted market price of the Company’s shares at the time of invitation, discounted by
up to 20%. Options are forfeited if the employee leaves the Group before the options vest which impacts on the number of options
expected to vest. If an employee stops saving but continues in employment, this is treated as a cancellation which results in an
acceleration of the share-based payment charge in the income statement.
Principal terms of SAYE scheme
Number of options
Exercise price
Vesting period
Performance conditions
Expiry conditions
Maximum award limit under the plan will be limited to contribution of £500 per month
27p
Three years
None
Options are forfeited if the employee leaves the Group before the options have vested.
The Group recognised the following share-based payment expenses during the period:
Expense arising from issue of share options – equity settled
Expense arising from issue of share warrants – equity settled
SAYE
70
31 March 2019
31 March 2018
£000
10
-
33
43
£000
25
-
17
42
Totally Annual Report for the year ended 31 March 2019 Notes to the Financial Statements
For the year ended 31 March 2019
25. Company statement of changes in equity
Company
At 1 January 2017
Loss for the period
Issue of share capital
Share-based credit
At 31 March 2018
Loss for the period
Share-based credit
At 31 March 2019
Share capital
£000
Share premium
£000
2,002
-
3,977
-
5,979
-
-
9
-
16,399
-
16,408
-
-
5,979
16,408
Retained
earnings
£000
5,115
(6,941)
-
42
(1,784)
(2,511)
43
(4,252)
Equity
shareholders’
funds
£000
7,126
(6,941)
20,376
42
20,603
(2,511)
43
18,135
The loss for the period dealt with in the financial statements of the parent company is shown above.
As permitted by Section 408 of the Companies Act 2006, no separate income statement is presented in respect of the parent company.
26. Employee information
The average number of persons employed by the Group (including Directors) during the period, analysed by category, was as follows:
Operational
Support
Staff costs for the above employees and Directors:
Wages and salaries
Social security costs
Share based payments
Pension costs
Number of employees
12 months to
31 March 2019
15 months to
31 March 2018
1,411
192
1,603
1,393
169
1,562
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
32,780
2,919
43
2,344
38,086
17,276
1,606
42
1,140
20,064
The remuneration of the Directors together with other key management personnel is set out below:
Short term employee benefits
Post-employment benefits
Share-based payments
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
1,497
106
12
1,615
971
41
31
1,043
71
Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report 26. Employee information (continued)
Of which Directors’ remuneration is as follows:
Short term employee benefits
Post-employment benefits
Share-based payments
12 months to
31 March 2019
£000
15 months to
31 March 2018
£000
423
42
17
482
433
20
26
479
Further information about the remuneration of individual Directors is provided in the audited part of the Directors’ Remuneration
Report on pages 30 and 31.
The share based remuneration for employees and Directors was as follows:
12 months to 31 March 2019
15 months to 31 March 2018
Key
management
personnel
£000
Directors
£000
16
1
17
(4)
(1)
(5)
Total
£000
Directors
£000
Key
management
personnel
£000
9
33
42
20
6
26
5
–
5
Staff
£000
(3)
33
30
Staff
£000
–
11
11
Total
£000
25
17
42
Share based
payments
SAYE
Further information about share based payments is provided in note 24.
27. Commitments
(a) Capital expenditure commitments
At 31 March 2019 and 31 March 2018 the Group had no capital commitments.
(b) Operating lease commitments
At 31 March 2019 and 31 March 2018 the Group had the following aggregate minimum lease payments under non-cancellable
operating lease agreements:
Group
Company
31 March 2019
£000
31 March 2018
£000
31 March 2019
£000
31 March 2018
£000
1,249
2,025
1,890
5,164
70
61
–
131
1,036
1,730
2,157
4,923
138
140
–
278
69
279
18
366
2
–
–
2
32
–
–
32
3
2
–
5
Land and buildings
Within one year
Later than one year and less than five years
After five years
Other assets
Within one year
Later than one year and less than five years
After five years
72
Notes to the Financial StatementsFor the year ended 31 March 2019Totally Annual Report for the year ended 31 March 2019 Notes to the Financial Statements
For the year ended 31 March 2019
27. Commitments (continued)
(c) Finance lease agreements
At 31 March 2019 and 31 March 2018, the Group was committed to making the following payments under non-cancellable finance
lease agreements:
Group
Company
31 March 2019
£000
31 March 2018
£000
31 March 2019
£000
31 March 2018
£000
6
3
9
6
8
14
–
–
–
–
–
–
Other assets
Within one year
Later than one year and less than five years
28. Related party transactions
Group
The Group has taken advantage of the exemption available under IAS 24, “Related Party Disclosures”, not to disclose details of
transactions between Group undertakings which are eliminated on consolidation.
Key management compensation is shown in note 26.
Company
Funds are transferred within the Group dependent on the operational needs of individual companies and the Directors do not
consider it meaningful to set out the gross amounts of transfers between companies. In the period to 31 March 2018 an impairment
charge of £3.3m was made against an amount owed to the Company by a subsidiary. No such impairment has been made in the year
to 31 March 2019. Amounts owed to and from subsidiary undertakings are shown in notes 17 and 18.
During the period to 31 March 2018 the Company paid subcontractors fees of £83,000 for financial and marketing consultancy to
Mataxis Ltd, of which Donald Baladasan is a director. No such expenditure has occurred in the year to 31 March 2019.
As at 31 March 2019 there were no loans to Directors (2018: £nil).
73
Totally Annual Report for the year ended 31 March 2019Financial Statements Governance Strategic Report Joint Broker
Cannacord Genuity Ltd
88 Wood Street
London
EC2V 7QR
Tel: +44 (0)20 7523 8000
Financial PR
Yellow Jersey PR
7th Floor, 22 Upper Ground
London
SE1 9PD
Tel: +44 (0)203 735 8918
Bankers
National Westminster Bank Plc
9th Floor
3 Shortlands
Hammersmith
London
W6 8DA
Registrar
Share Registrars Limited
The Courtyard
17 West Street
Farnham
Surrey
GU9 7DR
Tel: 01252 821390
COMPANY INFORMATION
Registration Number
03870101 (England and Wales)
Directors
Bob Holt (Chairman)
Wendy Lawrence (CEO)
Lisa Barter (Finance Director)
Gloria Cooke (Clinical Quality Director)
Michael Steel (Executive Director) (appointed 20 June 2019)
Don Baladasan (NED) (resigned 8 March 2019)
Tony Bourne (NED)
Mike Rogers (NED)
Group Company Secretary
John Charlton
Legal Advisers
BPE Solicitors LLP
St James House
St James Square
Cheltenham
GL50 3PR
Tel: +44 (0)1242 224433
Registered Office
Cardinal Square West
10 Nottingham Road
Derby
DE1 3QT
Tel: +44 (0)20 3866 3330
Auditors
RPG Crouch Chapman LLP
62 Wilson Street
London
EC2A 2BU
Tel: +44 (0)20 7782 0007
Nominated Adviser and Joint Broker
Allenby Capital Limited
5 St. Helen’s Place
London
EC3A 6AB
Tel: +44 (0)20 3328 5656
74
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Totally Annual Report for the year ended 31 March 2019
Cardinal Square West
10 Nottingham Road
Derby
DE1 3QT
+44 (0)20 3866 3330
www.totallyplc.com