Final Results
15 May 2012
Totally PLC
("Totally", "the Company" or "the Group")
Final results for the year ended 31 December 2011
Performance highlights
* Revenues from continuing operations £1.85m - 2 per cent. yr/yr (2010: £1.88m).
* Gross Profit from continuing operations £1.46m + 1 per cent yr/yr (2010: £
1.45m)
* Operating Loss from continuing operations before tax £-0.13m (2010: £0.11m)
* Total EBITDA from continuing operations £-0.11m (2010: £0.15m).
* Total operating profit from continuing operations before tax and head office
charges £0.08m (2010: £0.39m).
* Total EBITDA from continuing operations before head office charges was £0.11m
(2010: £0.43m).
* Cash (utilised)/generated from operating activities £-0.001m (2010: £0.07m).
* Basic earnings per share 0.1p (2010: 0.1p per share)
* Post year-end sale of the Community Media Division
Chairman's Statement
I am pleased to present the preliminary results for the year ended 31 December
2011.
2011 proved a difficult year for the Group's publishing business with revenues
suffering a 15% decline. This is attributable to the on-going turbulence in the
economy and continued shift of advertising budgets away from traditional print
advertising.
In comparison the Group's digital business, Totally Communications saw revenues
increase by 20% year on year due to a number of significant new business wins
including a contract with Crisis, the national charity for single homeless
people. Totally Communications developed the "Crisis at Christmas" volunteer
portal; a web-based volunteer management application which automated the
volunteering process for over 8,000 volunteers across 9 centres.
In the second half of 2011 a new subsidiary, Totally Health Limited, was
launched under the stewardship of Clare Thompson, previously the Managing
Director of Bupa Health Dialog. Its mission is to develop digital systems for
the healthcare sector and in November Totally announced a contract with the NHS
to develop shared decision making aids for web and mobile applications and to
provide backup health coaching. The contract duration is twelve months and is
worth £1.6m, the revenues from this contract are expected to impact in the
Group's financial results in the year to 31 December 2012.
The Group's strategy is to build on the success of this contract award and to
concentrate on exploiting digital applications, systems integration, online
marketing and web and mobile technology developed through its subsidiary
company, Totally Communications Limited.
Post balance sheet events
The Company will announce later today the sale of the Group's UK community
media division, The Jewish News Media Group, for a consideration of £350,000.
Dr. Michael Sinclair
Non-Executive Chairman
Further enquiries:
Totally Plc www.totallyplc.com
Daniel Assor, CEO 020 7692 6929
Merchant Securities Limited
Lindsay Mair 020 7628 2200
Business review
The Business Review should be read in conjunction with the Chairman's Statement
which includes information about the Group's business performance during the
year and an indication of the Group's future prospects. A review of the Group's
financial position is included in the Directors' report.
Digital Marketing: "Totally Communications"
2011 saw another strong year of top lines sales with year on year growth of 20%
per cent. despite an uncertain market with continuing recessionary pressures.
Performance Highlights
* Revenues £871,000 (2010: £723,000)
* EBITDA £112,000 (2010: £228,000)
* Operating Profit £90,000 (2010: £214,000)
During the period under review, there was sustainable organic growth in two of
Totally Communications' core business activities of website & bespoke software
development and online marketing, whilst the third core business activity of
hosting maintenance & support maintained a steady level.
During the period under review, Totally Communications moved into a
substantially larger office which allowed the team to be expanded. Additional
investment was made into their enterprise website management system, Pelorous,
which enables development and subsequent implementation of large scale
web-based propositions expediently without compromising quality or robustness.
Pelorous is a result of a number of years of development and reduces the
requirement for client testing of new websites and online propositions by
approximately 30 per cent.
Particularly strong growth was achieved developing websites and bespoke
web-enabled software for clients in both the private and not-for-profit
sectors; new clients secured during the period under review included:
* Following a multi-agency pitch Totally Communications were awarded a
contract with the charity Crisis to construct an extensive web-enabled
volunteer management system. This project was delivered successfully in
time for the Charities' high profile Crisis at Christmas campaign
* A contract was secured with the charity Parenting UK to re-develop their
website and create an integrated CRM system
* An extensive new online proposition was delivered to the Chartered
Accountants Benevolent Association (CABA) which included a new website,
integrated CRM system and a Membership Management System
* A contract with Free Legal Advice Centres of Ireland (FLAC), an independent
human rights organisation, was secured to construct an extensive online
resource centre for their Public Interest Law Association; this was
successfully delivered and a subsequent database project was secured and is
under construction.
* Children's Legal Centre, part of the Coram group of charities awarded a
contract to Totally Communications to create a new online proposition and
resource centre
* Totally Communications delivered an online booking system for Linked In
* Totally Communications implemented the technical solution for Le Cordon
Bleu's online "Master Chef" style competition
During 2011, a number of new significant projects were delivered to Totally
Communications existing long-term clients, including: Solar Century (leading
solar energy company), The Clear Company (specialist recruiter for companies
such as E.O.N and B.T.); Health Foundation (a not-for-profit organisation
dedicated to clinical excellence in the UK); Employers Forum on Disability,
delivering an extensive project to bring online a self-help tool to allow
organisations to monitor their compliance with their legal requirements
covering disability; The Holocaust Explained; an educational portal dedicated
to Key Stage 3 of the national curriculum, sponsored by Deutsche Bank and the
London Grid, resulting in a high profile launch at the Foreign Office by
Secretary of State for Education, Michael Gove in January 2011.
Additionally, Rise Digital, launched in 2010 as a dedicated Online Marketing
division, saw significant growth in revenues of just under 65%. Rise Digital
specialises in the delivery of Search Engine Optimisation, Pay per Click and
Social Media campaigns, and revenues now represent over 15% of Totally
Communications annual revenues. Long-term contracts for SME's, charities and
corporate organisations were secured including contract wins with Ingersoll
Rand (international commercial manufacturer), Homesun (solar power), Art You
Grew Up With, Celebrity Group, Paulie Clothing, Advice Solutions, Stuart Niels
and Get Paid.
Post Reporting Period Events
During the post reporting period; Totally Communications has worked extensively
with Totally PLC's new subsidiary Totally Health to deliver the technology part
of the recent NHS contract win.
Andy Margolis
Managing Director Totally Communications Limited
Jewish News and Media Group
The Jewish News & Media Group is the umbrella brand for the Group's publishing
business which includes two trading subsidiaries, the Jewish News Limited and
TotallyJewish.com Limited.
The Group publishes on and offline media and hosts exhibitions for the UKs
Jewish community including:
* A weekly newspaper, "Jewish News"
* A quarterly lifestyle magazine, "Pulse"
* An annual celebrations magazine, "TJ Simchas"
* A community portal, www.TotallyJewish.com
* An annual Wedding exhibition, "TotallyJewishSimchas Live!"
* An annual lifestyle exhibition, "Jewish Living Expo"
Performance Highlights
* Revenues £974,000 (2011: £1,146,000)
* EBITDA (loss)/profit £-3,000 (2011: £204,000)
* Operating (loss)/profit £-8,000 (2010: £177,000)
The on-going turbulence in the wider economy combined with the reduction in
traditional classified advertising has had an adverse effect on the division in
2011.
Post Event Reporting Period
In March 2012 Jewish Living Expo exhibition was staged at Wembley Stadium. It
was attended by 9,000 people from the community and included live performances,
seminars and 200 exhibitors. The event generated £310,000 gross revenues from
entrance fees, sponsorship and exhibitors and produced a gross profit of £
130,000.
Dan Assor
CEO & Managing Director Jewish News & Media Group
Totally Health
In August 2011, Totally PLC bid for an NHS Tender for Shared Decision Making
offered by the NHS Midlands and East. This is an evidenced-based method to
empower people to take control of their healthcare decisions. The concept is
written into the Health and Social Care Bill currently going through parliament
and aims to empower patients to take control of decisions involved in their
long-term health. Since many of these decisions are based within the management
of long-term conditions, this is seen as a key part of the strategy to aid the
£20bn reduction of NHS costs over the next five years.
Other bidders included Capita, KPMG, Healthwise and NHS Direct.
The tender outlined an opportunity to develop a website, mobile applications
and a health coaching team for the management of thirty-six long-term
conditions. The NHS commissioning board sees this bid as a precursor to rolling
the technology out nationally in 2013.
Totally PLC decided to complement the activity currently taking place in
Totally Communications by setting up a subsidiary, Totally Health, headed by
Chief Executive Officer Clare Thompson and staffed by a management team with a
combined total of 100 years health care management experience, many of whom
have previously worked at Bupa Health Dialog.
On 16 November 2011, Totally announced that it had been appointed the preferred
bidder for Lot 1 of the bid, worth £1.595m, with a contract initiation date of
February 2012. This was subject to the satisfactory conclusion of a standstill
period.
Totally Health intends to use the resources and assets developed for this
contract as a springboard for the 2013 national contract and for other tenders
involving the management of long-term conditions.
Post Event Reporting Period
On 7 February 2012 Totally PLC was officially awarded the Shared Decision
Making contract by NHS Midlands and East worth £1.595m.
Clare Thompson
CEO
Totally Health
Consolidated Income Statement for the year ended 31 December 2011
Note 2011 2010
£000 £000
Continuing operations
Revenue 1,845 1,882
Cost of Sales (378) (427)
Gross profit 1,467 1,455
Administrative expenses (1,573) (1,308)
(Loss)/profit before interest, tax, (106) 147
depreciation and amortisation
Depreciation (9) (1)
Amortisation (18) (40)
Operating (loss)/profit (133) 106
Finance costs (25) (20)
(Loss)/profit before taxation (158) 86
Income tax 3 9 10
(Loss)/profit for the year attributable (149) 96
to the equity shareholders of the parent
company
All comprehensive income for the current and prior year is included in the
income statement above.
Earnings per share 2011 2010
Pence Pence
Basic
Continuing operations (0.1p) 0.1p
Diluted
Continuing operations (0.1p) 0.1p
Consolidated statement of changes in equity for the year ended 31 December 2011
Share Share Translation Profit Equity
Reserve share-
capital premium and
loss holders'
account
account deficit
£000 £000 £000 £000 £000
At 1 January 2010 1,124 3,353 - (4,909) (432)
Profit for the year - - - 96 96
Credit on issue of share - - - 2 2
options
Credit on issue of - - - 13 13
warrants
At 1 January 2011 1,124 3,353 - (4,798) (321)
Loss for the year - - - (149) (149)
Credit on issue of - - - 14 14
warrants
At 31 December 2011 1,124 3,353 - (4,933) (456)
Consolidated statement of financial position as at 31 December 2011
2011 2010
Note £000 £000 £000 £000
Non-current assets
Intangible fixed assets 29 38
Property, plant and equipment 23 4
52 42
Current assets
Trade and other receivables 4 606 374
Cash and cash equivalents 134 -
740 374
Current liabilities
Trade and other payables (658) (335)
Financial liabilities (590) (402)
(1,248) (737)
Net current liabilities (508) (363)
Net liabilities (456) (321)
Shareholders' equity
Called up share capital 1,124 1,124
Share premium account 3,353 3,353
Retained earnings (4,933) (4,798)
Equity shareholders' deficit (456) (321)
Consolidated cash flow statement for the year ended 31 December 2011
2011 2010
Note £000 £000
Operating activities
Operating loss/(profit) (133) 106
Option and warrants charge 14 15
Amortisation and depreciation 27 41
(Increase)/decrease in trade and other (232) (108)
receivables
Increase/(decrease) in trade and other 323 14
payables
Cash flow from operations (1) 68
Taxation
R&D tax credit 3 9 10
Net cash flows from operating activities 8 78
Investing activities
Purchase of property, plant and equipment (37) (19)
Net cash flows from investing activities (37) (19)
Cash inflow before financing (29) 59
Financing activities
Interest paid (25) (20)
Net increase in cash and cash equivalents (54) 39
Cash and cash equivalents at beginning of (402) (441)
year
Cash and cash equivalents at end of year (456) (402)
Cash and cash equivalents comprise:-
Cash at bank 134 -
Bank overdrafts (590) (402)
(456) (402)
Notes to the financial statements for the year ended 31 December 2011
1. General information
Totally Plc is a public limited 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 Unit 800 Highgate
Studios, 53-79 Highgate Road, London NW5 1TL. The Company's Ordinary Shares are
traded on the AlM Market of the London Stock Exchange ("AIM").
The Group's principal activities have been niche community media and the
provision of software development and digital marketing services. The Company's
principal activity is to act as a holding company for its subsidiaries.
2. Basis of preparation
The financial year represents the 365 days to 31 December 2011, and the prior
financial year, 365 days to 31 December 2010. The financial statements are
presented in sterling and all values are rounded to the nearest thousand pounds
(£000) except when otherwise indicated.
As at 31 December 2011 the Group had net current liabilities of £508,000 up
from £363,000 in the prior year. The Group maintains liquidity through the use
of overdraft facilities, which are secured by a charge over the assets of the
Group and by personal guarantees from two shareholders, Dr Michael Sinclair and
Mr Leo Noé.
As at 31 December 2011, the Group had available overdraft facilities of £750k,
and therefore the Group had undrawn overdraft facilities of £294k as at 31
December 2011 (2010: £348k).
The overdraft facilities had formally expired on 30 June 2011, but have
remained in place until 8 May 2012. The Group's overdraft balance had increased
to £598,000 at 30 April 2012. Following the proposed sale of the Jewish News
Media Group, it is proposed that £300,000 of the overdraft will be repaid from
the proceeds of the sale. The bank has confirmed to the Group that a £300,000
overdraft facility will remain in place. However it has been agreed that the
overdraft will be repaid at the following dates:-
30 June 2012- £50,000
30 September 2012- £150,000
31 December 2012- £100,000
The Group is in discussions with other finance providers to ensure that the
Group has sufficient funding to meet its' working capital requirements. As at
the date of this announcement none of these facilities have yet to be
confirmed.
3. Taxation
a. Taxation charge
2011 2010
£000 £000
Research and development tax credit (9) (10)
Total current income tax credit charged in the income (9) (10)
statement
b. Taxation reconciliation
The current income tax credit for the period is explained below:
2011 2010
£000 £000
(Loss)/Profit before tax (148) 86
Taxation at the standard UK income tax rate of 26.5 per (39) 24
cent (2010: 28 per cent)
Research and Development tax credit (9) (10)
Utilisation of brought forward tax losses (24) (24)
Losses carried forward 39 -
Total income tax credited in the income statement (9) (10)
c) Deferred tax
Estimated tax losses of approximately £3,600,000 (2010: £3,600,000) are
available to relieve future profits of the Group. A deferred tax asset has not
been recognised in respect of these losses due to uncertainty as to the timing
and tax rate at which these losses will be utilised against future taxable
profit streams.
4. Trade and other receivables
2011 2010
£000 £000
Trade receivables 443 283
Less: provision for impairment on receivables (6) (8)
Trade receivables -net 437 275
Amount due from group undertakings - -
Other debtors - 10
Prepayments and accrued income 169 89
606 374
5. Related party transactions
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.
Included within current liabilities on the Company statement of financial
position are amounts owed to 100% subsidiary undertakings of £1.36m (2010: £
1.26m). The movement in the Company's balances with its subsidiaries reflects
the Group's banking facilities and arrangements operating during the year.
The following related party transactions have been carried out at arm's length
and are required to be disclosed in accordance with IAS24.
As set out in note 2, Dr Michael Sinclair and Mr Leo Noe have provided
guarantees in respect of the Group's current overdraft facility.
The company charged East Kings Ltd £Nil (2010: £12,500) for technical services
provided. Dr M J Sinclair is a director of East Kings Ltd.
In 2011, purchases of £8,625 (2010: £nil), on an arm's length basis were made
from K Margolis, wife of A Margolis who is a director of both Totally
Communications Limited and Totally PLC. A balance of £1,000 (2010: £nil) is
included in trade creditors at the year end.
During 2011, no warrants (2010: 32,424,153) and no options (2010: nil) have
been granted to D Assor. The exercise price was 1 pence per option and 1 pence
per warrant.
During 2011, no warrants (2010: 17,500,000) and no options (2010: nil) have
been granted to A Margolis. The exercise price was 1 pence per option and 1
pence per warrant.
During 2011, no warrants (2010: 7,500,000) have been granted to B Gritz, who is
a director of Totally Communications Limited. The exercise price was 1 pence
per warrant.
6. Dividend
The Directors do not propose the payment of a dividend.
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