HealthyDays Group PLC
LSE : HDGP

March 31, 2010 08:16 ET

Interim Results and Other Matters

31 March 2010

                                           HEALTHYDAYS GROUP PLC

                               ("HealthyDays", the "Company" or the "Group")

                                              INTERIM RESULTS
                                FOR THE SIX MONTH PERIOD ENDED 31 DECEMBER 2009

HealthyDays Group plc (HDGP.PL) is a holding company which holds a profitable operating subsidiary, which
markets products to assist people with mobility difficulties to improve their quality of life. The Group
intends to grow both organically and by acquisition.

HealthyDays approaches its chosen markets using direct selling methods and markets a range of products including 
adjustable beds, mattresses, therapy units, mobility scooters, bath lifts and other related products. The main sales 
emphasis to date has been on beds, mattresses and therapy units; however, it is intended that the Group will expand 
this range of products to include mobility scooters, bath lifts and potentially stairlifts. The Group intends to 
achieve this expansion by acquiring suitable other businesses in the industry.


Highlights

 - First results post admission to trading on PLUS
 - Profit before taxation and exceptional items £180,000
 - Profit before taxation after exceptional items £12,000
 - Cash and current asset investments as at 31 December 2009 of £338,000
 - Interim net dividend of 0.35p per ordinary share
 - Product range extended with distribution agreement with TV Bed Limited
 - Appointment of Geoffrey Smith as Finance Director
 - Appointment of SVS Securities plc as PLUS Corporate Adviser and Broker

Chairman's Statement

These are the first results following the admission to trading on PLUS of the issued share capital of the
Company on 18 December 2009. Profit before taxation and exceptional items for the six month period was
£180,000 and after exceptional items £12,000 with cash and current asset investments totalling £338,000.

The board of is pleased to announce an interim net dividend of 0.35p per ordinary share in respect of the six
months to 31 December 2009. The interim dividend will be paid on 30 April 2010 to shareholders on the
register on 9 April 2010. The Ex-dividend date will be 7 April 2010.

Sales have been less than anticipated owing to difficulties experienced at the Company's subsidiary,
PureSleep (UK) Limited ("PureSleep") which has necessitated a business review and resulted in the
amalgamation of the PureSleep business with the business of the Company's wholly owned subsidiary,
HealthyDays Limited.  As a consequence the directors have considered the value of the underlying PureSleep
goodwill and made an additional exceptional amortisation provision of £123,000.  Margins on ongoing sales are
satisfactory.


HealthyDays has added to its range of products which are designed for the elderly and less able, including
adjustable beds, mattresses, therapy units and other related products, with the signing of an exclusive
distribution agreement to the direct sales trade for the UK with TV Bed Limited who import a range of high
quality beds with an integrated flat screen television.  This product will be added to the HealthyDays
product line and distributed to other direct sale organizations.

Additionally HealthyDays has formed a new operating division, HealthyDays Interiors, which is selling,
directly to its established customers, other home products such as windows,  kitchens, bathrooms and carpets.

Appointment of Finance Director and New PLUS Corporate Adviser:

We welcome Geoffrey Smith to the board as Finance Director. We also announce the appointment of SVS
Securities plc as PLUS Corporate Adviser and Broker.

As stated in the Company's admission document, a key part of the Company's strategy is to acquire other
companies in this sector which will add established and complementary businesses and allow the group to
expand its product line and geographical coverage.  The Company is in discussion with a number of such
possible acquisitions.

We look forward to reporting further progress to you.


Stephen Barclay
Non-executive Chairman

31 March 2010


Appointment of Finance Director

As stated above, the Company is delighted to announce the appointment of Mr Charles Geoffrey Gregory Smith as
Finance Director of the Company with effect from today. Mr Smith, a Chartered Accountant, was Finance
Director of Fulcrum Pharma PLC until 8 June 2009.

In accordance with the PLUS Rules for Issuers the Company discloses the following details in respect of Mr
Smith.

---------------------------------------------------------------------------------------------------
Current directorships                             Former directorships in the last five years
---------------------------------------------------------------------------------------------------
Moor End Estates Limited                          Bank Restaurant Group plc
---------------------------------------------------------------------------------------------------
Cinderhall Limited                                Zinc Bar & Grill Limited
---------------------------------------------------------------------------------------------------
Hutchinson Design International Limited           Bank Restaurant (Birmingham) Limited
---------------------------------------------------------------------------------------------------
The Strategies Group Ltd                          Proudcrest Limited
---------------------------------------------------------------------------------------------------
PDR Pro Limited                                   Cinderhall Properties Limited
---------------------------------------------------------------------------------------------------
                                                  Fulcrum Pharma plc
---------------------------------------------------------------------------------------------------
                                                  Fulcrum Ventures Ltd.
---------------------------------------------------------------------------------------------------
                                                  Milebeach Limited
---------------------------------------------------------------------------------------------------
                                                  Fulcrum Pharma Developments International Limited
---------------------------------------------------------------------------------------------------
                                                  Unicus Regulatory Services Limited
---------------------------------------------------------------------------------------------------
                                                  Fulcrum Pharma Developments Inc
---------------------------------------------------------------------------------------------------
                                                  Quadramed Ltd
---------------------------------------------------------------------------------------------------
                                                  Fulcrum Pharma (Europe) Limited
---------------------------------------------------------------------------------------------------
                                                  GBP KK
---------------------------------------------------------------------------------------------------
                                                  WWW Strategies Limited
---------------------------------------------------------------------------------------------------
                                                  Online Recruitment Solutions Ltd
---------------------------------------------------------------------------------------------------

    
    
Mr Smith was a director of Clarcon Limited which went into creditors' voluntary liquidation in August 2003.
Mr Smith resigned as a director of Revelation Piccadilly Holdings plc on 30 September 2008 which went into
administrative receivership in March 1999. Mr Smith was the director of Roak Food Group plc which went into
administrative receivership in June 1995. Mr Smith was a director of Castles Wisehouse Limited which went
into administrative receivership in June 1990.


Appointment on New PLUS Corporate Adviser and Broker

As stated above, the Company is pleased to announce the appointment of SVS Securities plc ("SVS") as its PLUS
Corporate Adviser and Broker with immediate effect.


THE DIRECTORS OF THE COMPANY ACCEPT RESPONSIBILITY FOR THE CONTENTS OF THIS ANNOUNCEMENT


HealthyDays Group Plc
Amer Deen                                                                          Tel: 07970 909685

SVS Securities Plc - PLUS Corporate Adviser
Peter Ward / Alexander Brearley                                                    Tel: 020 7638 5600

SVS Securities Plc - Broker
Ian Callaway / Alex Mattey                                                         Tel: 020 7638 5600



The interim financial information is not audited and has not been reviewed by the Company's auditor.



HealthyDays Group plc
Consolidated Profit and Loss Account

                                                                   Six months        Year
                                                                        ended       ended 
                                                                  31 December     30 June
                                                                         2009        2009
                                                     Note               £'000       £'000
Turnover                                                                  516       2,260
Cost of Sales                                                            (207)     (1,037)
                                                                  ------------    --------
Gross profit                                                              309       1,223
Administrative Expenses                                                  (150)     (1,000)
Administrative Expenses exceptional items               3                (168)          -
                                                                  ------------    --------
Operating profit                                                           (9)        223
Other Income                                                               21           -
Interest receivable                                                         -           2
                                                                  ------------    --------
Profit on ordinary activities before taxation                              12         225
Tax on profit on ordinary activities                                      (42)        (86)
                                                                  ------------    --------
(Loss)/Profit for the period                                              (30)        139
                                                                  ------------    --------
(Loss)/Earnings per share                               5              (0.24p)      1.15p
                                                                  ------------    --------
Earnings per share before exceptional items             5               1.13p           -

The Group had no recognised gains or losses other than the loss for the period.  The loss for the
period has been calculated on the historical cost basis.


HealthyDays Group plc
Consolidated Balance Sheet

                                                      31 December      30 June
                                                             2009         2009
                                                Note        £'000        £'000
Fixed Assets                                                              
Intangible assets                                              20          164
Tangible assets                                               217          240
                                                      ------------     --------
                                                              237          404
Current Assets                                                          
Stock                                                           4           14
Debtors                                                        84          102
Current asset investments                                     325           20
Cash at bank and in hand                                       13          204
                                                      ------------     --------
                                                              426          340
Creditors:  amounts falling  due  within  one                (197)        (250)
year
                                                      ------------     --------
Net Current Assets/Liabilities                                229           90
                                                      ------------     --------
Total Assets less Current Liabilities                         465          490
Provision for Liabilities                                             
Deferred taxation                                               -           (3)
Warranty provision                                           (217)        (240)
                                                      ------------     --------
Net Assets                                                    249          247
                                                      ------------     --------
Capital and Reserves                                                    
Called up share capital                            6          122            -
Reserves                                                      127          247
                                                      ------------     --------
                                                              249          247
                                                      ------------     --------


Notes to the Financial Statements
For the six months ended

1.  General Information

    HealthyDays Group plc ('the Company') and its subsidiaries (together 'the Group') are direct sales
    companies marketing products to assist people with mobility difficulties to improve their quality
    of life.  The Company is a public limited company incorporated and domiciled in England.  The
    address of its registered office is 6 New Street Square, New Fetter Lane, London EC4A 3BF.
    
    The Company is listed on the Plus Market.
    
2.  Summary of Significant Accounting Policies

    Basis of Preparation
    
    The interim results for the six months ended 31 December 2009 are unaudited and do not constitute
    statutory accounts within the meaning of section 435 of the Companies Act 2006.
    
    The accounting policies adopted are consistent with those of the financial statements for the year
    ended 30 June 2009.
    
    Comparatives
    
    The comparative information contained in this report for the year ended 30 June 2009 does not
    constitute the statutory accounts for that financial period and represents the accounts for that
    period of HealthyDays Limited.  Those accounts have been reported on by the Company's auditors,
    Hart Shaw LLP in the Company's PLUS Markets Admission Document dated 16 December 2009.  The report
    of Hart Shaw LLP was qualified on opening balances and did contain a statement under section 498
    (2) or (3) of the Companies Act.
    
    Basis of Consolidation
    
    The Group's financial statements consolidate the results of HealthyDays Group plc and its
    subsidiaries for the period to 31 December 2009 as if the Group had been in existence throughout
    the period from 1 July 2009 rather than the date of the merger of HealthyDays Group plc and
    HealthyDays Limited on 30 September 2009.  The results of PureSleep (UK) Limited have been
    consolidated using the principles of acquisition accounting.  HealthyDays Limited, which was
    acquired on 30 September 2009, has been consolidated using the principles of merger accounting.

3.  Administrative Expenses - exceptional items
    
    At 31 December 2009 the directors undertook an impairment review of the consolidated goodwill
    arising on the acquisition of PureSleep (UK) Limited.  In addition to the standard goodwill
    amortisation charge for the period, a further £123,000 was written off in accordance with FRS11.
    This additional charge has been based on the directors' estimate of net realisable value at the
    balance sheet date of the goodwill acquired.
    
    In addition, during the period the Company was charged professional fees and listing expenses
    amounting to £45,000 in relation to the Company's Admission to trading on the Plus Market.
    
4.  Dividend

    The directors propose to pay an interim net dividend of 0.35p per ordinary share. The interim net
    dividend will be payable according to the timetable below:

    - Ex-dividend date: 7 April 2010
    - Record date (or books close date): 9 April 2010
    - Dividend payment date: 30 April 2010
    
    The cost of this dividend is approximately £43,000.
    
5. Earnings per Share 
                                                                  Six months        Year     
                                                                       ended       ended 
                                                                 31 December     30 June 
                                                                        2009        2009

                Basic (Loss)/Earnings per share                       (0.24p)      1.15p

                Earnings per share before exceptional items            1.13p           -
 
                Weighted Average number of shares                 12,152,000   12,120,000
    
    The basic (loss)/earnings per share is based on the Group's loss for the period of £30,000 (year
    to 30 June 2009 profit £139,000) divided by the weighted average number of ordinary shares in
    issue for the respective period.  The earnings per share before exceptional items is based on a
    profit of £138,000 divided by the weighted average number of ordinary shares in issue over the six
    months ended 31 December 2009. The weighted average number of shares assumes that the shares
    issued by HealthyDays Group plc had been in issue throughout both periods of account and not just
    from the date of merger, 30 September 2009.
    
6.  Share Capital
    
    The share capital at 31 December 2009 was:
                                                        Number                         £'000

                                                                     Authorised

                  Ordinary shares of 1p each       500,000,000                           500
                                                   -----------                         -----

                                                          Issued, called up and fully paid

                  Issued in the period              12,248,000                           122
                                                   -----------                         -----
    
    On 9 July 2009 the Company was incorporated with authorised share capital of £50,000, divided into
    50,000 ordinary shares of £1 each of which one was issued.
    
    On 15 September 2009, resolutions of the Company were passed which split the 50,000 ordinary
    shares of £1 each representing the authorised and issued share capital of the Company into
    5,000,000 ordinary shares of 1p each, and increased the authorised share capital of the Company
    from £50,000 to £500,000 by the creation of 45,000,000 ordinary shares of 1p each.
    
    On 30 September 2009, 12,120,000 ordinary shares were issued in a share for share agreement
    pursuant to which the Company purchased the entire issued share capital of HealthyDays Limited.
    
    On 12 November 2009, 128,000 Ordinary shares of 1p each were issued for cash or in lieu of
    services provided to the Company at a price of 25p per ordinary share, raising a total of £30,000
    in cash.

7.  Warranty Provision
        
    HealthyDays Limited acquired PureSleep (UK) Limited in June 2008.  PureSleep (UK) Limited sold
    certain of its products with a five year warranty and a number of other products with a lifetime
    warranty.  This policy has been aligned with the warranty provision of HealthyDays Limited which
    provides customers with warranties of a similar or shorter period to that of the suppliers.  A
    provision of £240,000 has been made during the year ended 30 June 2009 in the accounts of
    PureSleep (UK) Limited against the cost of valid warranty claims for the cost of repair or
    replacement of any product sold by PureSleep (UK) Limited in the year ended 30 June 2009 and
    previous periods when the underlying products were sold.  The Directors expect that the majority
    of the provision will be utilized over a five year period.  The provision is based on historical
    warranty data and Directors' judgment in a weighting of possible outcomes against their associated
    probabilities.
    
8.  Continent Liability
    
    The admission document dated 16 December 2009 reported that under the terms of the PureSleep (UK)
    Limited share purchase agreement HealthyDays Limited is required to pay the vendors earn out
    consideration based on the "Relevant Profit" (as defined in the agreement) of PureSleep (UK)
    Limited for the 12 months to 30 June 2009.
    
    A payment was due to be made by HealthyDays Limited to the vendors before 28 July 2009.
    HealthyDays Limited has provided to the vendors an estimate of the quantum of Relevant Profit
    which shows no earnout payment due to the vendors.
    
    As provided within the share purchase agreement, the calculation of the Relevant Profit has been
    referred to an "Expert", an independent firm of Chartered Accountants, nominated by the President
    of the Institute of Chartered Accounts for England and Wales for determination.  The Directors
    have taken legal and accounting advice and believe that no earnout consideration is payable.

    

Contact Information

  • HealthyDays Group PLC