HealthyDays Group PLC
LSE : HDGP

November 24, 2010 02:00 ET

PRELIMINARY RESULTS FOR THE TWELVE MONTHS ENDED 30 JUNE 2010

                                                                                                      
                                                                                                      
                                                                                                      
24 November 2010
                                         HEALTHYDAYS GROUP PLC
                                                   
                             ("HealthyDays", the "Company" or the "Group")
                                                   
                                          PRELIMINARY RESULTS
                               FOR THE TWELVE MONTHS ENDED 30 JUNE 2010
                                                   
HealthyDays  Group plc (HDGP.PL) is a holding company which trades through an operating  subsidiary  that
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  for  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, the Group has expanded this  range of products to include mobility scooters,  bath lifts
and  potentially  stairlifts.  The  Group  also  intends  to achieve further expansion by acquiring other 
suitable businesses in the industry.
                                                                                                         

Highlights for the Twelve Months Ended 30 June 2010

    *       First full year results post admission to trading on PLUS.
    *       Operating profit on mobility related products £204,000 (2009: £264,000).
    *       Loss after taxation after exceptional items £173,000 (2009 Profit for the period: £139,000).
    *       Cash, current asset investments and assets held for sale as at 30 June 2010 of £539,000 (2009:
            £224,000).
    *       Interim  net dividend of 0.35p per ordinary share paid (2009 HealthyDays Limited: 0.17p  per
            ordinary share).

Chief Executive's Statement

Financials

These  are  the first full year's results following the admission to trading on PLUS of the issued  share
capital  of  the Company on 18 December 2009. Operating profit on mobility products for the twelve  month
period  was £204,000 (2009: £264,000), with cash and current asset investments and assets held  for  sale
totalling £539,000 (2009: £224,000).

As  reported in the September 2010 trading update released on 21 September 2010, due to the low  interest
rates  on bank deposit accounts, the Group decided to invest its surplus funds in quoted securities which
were  to  be traded on a short term basis.  The Group made realised profits on the sale of these holdings
of £20,000 (2009: £Nil) in the first half of the financial year and a similar £20,000 of realised profits
in  the  second  half year (2009: £Nil).  Due to technical accounting reasons, the Group's holdings  were
required  to  be  marked to market at 30 June 2010, giving rise to an unrealised book  loss  of  £140,000
(2009: £Nil).  This book loss was principally due to the general fall in the market from mid-April to the
end  of June. Realised profits have been made since the year end as the directors during July decided  to
reduce the size of the trading portfolio.

The directors are considering the sale of the Group's Sheffield property, and as such this is recorded as
an asset held for sale in the consolidated balance sheet as at 30 June 2010.  An appropriate announcement
will be made if this property is sold.

The  board  paid  an interim net dividend of 0.35p per ordinary share on 30 April 2010 (2009  HealthyDays
Limited:  0.17p  per  ordinary share). The directors do not intend to recommend the payment  of  a  final
dividend. No final dividend was paid in relation to the twelve months ended 30 June 2009.

Trading

Sales  have  been  less  than  anticipated  as reported in the  interim  results  announcement  owing  to
difficulties  experienced  at  the  Company's subsidiary, PureSleep  (UK)  Limited  ("PureSleep"),  which
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
at that time considered the value of the underlying PureSleep goodwill and made an additional exceptional
amortisation provision of a further £123,000 at the interim stage (2009: £Nil).  Margins on ongoing sales
in the second half have continued to be satisfactory.

HealthyDays  has  added  to  its range of products which are designed for  the  elderly  and  less  able,
including  adjustable  beds,  mattresses,  therapy units, to include  mobility  scooters,  bathlifts  and
stairlifts.  HealthyDays  has  also  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.

During the year the company signed 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  has  been  added  to the HealthyDays product line and distributed  to  other  direct  sale
organizations, but to date sales have been disappointing.

PureSleep (UK) Limited Earnout Consideration

As reported both in the Group's admission document, interim results and in the Group's announcements, the
quantum of the vendors' earnout consideration of PureSleep (UK) Limited for the 12 months to 30 June 2010
had been disputed.  As provided within the share purchase agreement this was referred to an "Expert",  an
independent  firm  of  Chartered Accountants nominated by the President of  the  Institute  of  Chartered
Accountants  for  England  and  Wales,  for determination.  The  Expert  determined  that  a  payment  of
approximately £160,000 was due to the vendors, and including costs £183,000 (2009: £Nil).   This  payment
was provided at 30 June 2010 (2009: £Nil). The payment has been settled in full since the year end.

The  main  difference  which  arose between the Company and the vendors  had  been  whether  a  remedials
provision  relating  to  PureSleep (UK) Limited's five year and lifetime  product  warranties  should  be
deducted  within the calculation of the earnout consideration.  Whilst the Expert agreed that a remedials
provision  was  required for the earnout period, the remedials provision required for earlier  years  was
excluded  as  a  deduction for the earnout period.  The Group is also reviewing whether a separate  legal
claim  should be made against the vendors.  In the meantime, in accordance with best accounting practice,
the Group has expensed the additional consideration through the profit and loss account.

Board Changes

We  should  like to express our appreciation for the services of Stephen Barclay, John Shaw and  Geoffrey
Smith who resigned as Directors on 21 September 2010, who have helped us through the stages of becoming a
public  company.   We also welcome as a Director Roger Martin who brings a wealth of  experience  as  the
Group's Commercial Director.  We hope to announce the appointment of a new Chairman in due course.

Strategy

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.

Prospects

Current trading is broadly similar to that experienced in the second half of the year ended 30 June  2010
and  the Directors have also reduced the quoted securities portfolio making small realised profits.   The
Board remains confident about the future.

Finally  we  should like to thank all the staff for their efforts in HealthyDays first year as  a  public
company.

Amer Deen
Chief Executive

24 November 2010


The  information contained in this announcement has been agreed with the Company's auditor, Hart  Shaw
LLP.

HealthyDays Group plc
Consolidated Profit and Loss Account
Year Ended 30 June 2010
                                                                                                      
                                                                        2010                   2009
                                                         Note          £'000                  £'000
Turnover                                                               1,566                  2,260
Cost of Sales                                                         (1,121)                (1,037)
                                                                     --------               --------
Gross profit                                                             445                  1,223
Administrative Expenses                                                 (383)                (1,000)
Administrative Expenses - exceptional items                 4           (184)                     -
                                                                     --------               --------
Operating (loss)/profit                                                 (122)                   223
Other Income                                                               1                      -
Interest receivable                                                        -                      2
                                                                     --------               --------
(Loss)/profit on ordinary activities before taxation                    (121)                   225
Tax on profit on ordinary activities                                     (52)                   (86)
                                                                     --------               --------
(Loss)/Profit for the period                                            (173)                   139
                                                                     --------               --------
(Loss)/Earnings per share                                   6         (1.42p)                 1.15p
                                                                                                      
The  Group had no recognised gains or losses other than the loss for the year.  The loss for the  year
has been calculated on the historical cost basis.
                                                                                                      
HealthyDays Group plc
Consolidated Balance Sheet
30 June 2010
                                                                                                      
                                                                    30 June 2010         30 June 2009
                                                           Note            £'000                £'000
Fixed Assets                                                                                             
Intangible assets                                                              -                  164
Tangible assets                                                               21                  236
                                                                    -------------         ------------
                                                                              21                  400
Current Assets                                                                           
Assets held for sale                                                         191                    -
Stock                                                                         35                   14
Debtors                                                                       61                  102
Debtors: amounts falling due after more than one year                                    
                                                                              26                    -
Quoted Securities held for sale                                              315                   20
Cash at bank and in hand                                                      33                  204
                                                                    -------------         ------------
                                                                             661                  340
Creditors: amounts falling due within one year                              (497)                (250)
                                                                    -------------         ------------
Net Current Assets                                                           164                   90
                                                                    -------------         ------------
Total Assets less Current Liabilities                                        185                  490
Provision for Liabilities                                                                
Deferred taxation                                                             (3)                  (3)
Warranty provision                                                          (101)                (240)
                                                                    -------------         ------------
Net Assets                                                                    81                  247
                                                                    -------------         ------------
                                                                    -------------         ------------
Capital and Reserves                                                                     
Called up share capital                                       7              123                    -
Reserves                                                                     (42)                 247
                                                                    -------------         ------------
                                                                              81                  247
                                                                    -------------         ------------
                                                                    -------------         ------------
                                                                                                      
                                                                                                      
Notes to the Financial Statements
For the year ended 30 June 2010
                                                                                                      
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 Unit 2, Rutland Court, 161 Rutland Road, Sheffield S3 9PP.
    
    The Company's ordinary shares are admitted to trading on the PLUS-quoted Market.
    
2.  Summary of Significant Accounting Policies

    Basis of Preparation
    
    The results for the twelve months ended 30 June 2010 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 for the year ended 30 June 2009 was qualified on opening balances and did contain
    a statement under section 498 (2) or (3) of the Companies Act 2006.
    
    The  comparatives are shown as HealthyDays Limited Group as this is considered  to  provide  more
    meaningful information.
    
    Basis of Consolidation
    
    The  Group's  financial  statements  consolidate the results of  HealthyDays  Group  plc  and  its
    subsidiaries  for  the year to 30 June 2010 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.
    
    Auditor's Statement

    The  Company has been advised by its auditor, Hart Shaw LLP, that it is likely that there will not
    be  a  qualification in the audit opinion or a modification of the audit opinion  in  relation  to
    going  concern  (or otherwise) in relation to the statutory accounts for the year  ended  30  June
    2010.

3.  Segmental Reporting

    Management  currently  identifies  the Group's core sales in  mobility  related  products  as  one
    operating  segment  and  its  trading  in quoted securities  as  another  operating  segment.  The
    activities  are  considered to be the smallest group of cash generating units that are  separately
    identifiable.   These operating segments are monitored and strategic decisions  are  made  on  the
    basis  of  adjusted  segment operating results.  All of the Group's activities  and  revenues  are
    within the United Kingdom.

    Segmental information as presented to the Chief Executive is analysed as follows for the reporting
    periods under review:-

                                                Mobility          Quoted         Other          Total
                                                 related      securities
                                                products
                                                   £'000           £'000         £'000          £'000
    Year ending 30 June 2010                                                                 
    Turnover                                         874             692             -          1,566
    Cost of sales                                   (328)           (793)            -         (1,121)
    Administrative expenses                         (342)              -          (225)          (567)
                                                ------------------------------------------------------
    Segment operating profit/(loss)                  204            (101)         (225)          (122)
                                                ------------------------------------------------------
                                                ------------------------------------------------------
                                                                                             
    Year ending 30 June 2009                                                                 
    Turnover                                       2,260               -             -          2,260
    Cost of sales                                 (1,037)              -             -         (1,037)
    Administrative expenses                         (959)              -           (41)        (1,000)
                                                ------------------------------------------------------
    Segment operating profit/(loss)                  264               -           (41)           223
                                                ------------------------------------------------------
                                                ------------------------------------------------------




4.  Administrative Expenses - exceptional items

    The following are included within Administrative Expenses - exceptional items:

                                                                                           £'000
    PureSleep (UK) Limited Goodwill Impairment Review                                        123
    Listing Expenses                                                                          35
    PureSleep (UK) Limited Additional Consideration                                          183
    Release of Warranty Provision                                                           (157)
                                                                                           ------
                                                                                             184
                                                                                           ------
                                                                                           ------
    
(a) PureSleep (UK) Limited: Goodwill Impairment Review £123,000
    
    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.
    
(b) Listing Expenses £35,000
    
    During  the  period  the Company was charged professional fees and listing expenses  amounting  to
    £35,000 in relation to the Company's Admission to trading on the PLUS-quoted Market.

(c) PureSleep (UK) Limited: Additional Consideration £183,000
    
    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  was
    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, and  the  Expert
    ruled that a further £160,000 before costs was payable.  Including costs this amounts to £183,000.

(d) Release of Warranty Provision £(157,000)
    
    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.  At 30 June 2009 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 was 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; this was based on the sample  of  claims
    arising  in the three months to 30 September 2009.  The Directors have reviewed that provision  at
    30  June 2010 and, based on the sample of claims for the twelve month period to 30 June 2010, have
    decided to reduce the warranty provision required by £157,000.
    
    The  remaining  provision  continues to be based on historical warranty data  and  the  Directors'
    judgement in a weighting of possible outcomes against their associated probabilities.

5.  Dividend

    The  directors paid an interim net dividend of 0.35p per ordinary share (2009 HealthyDays Limited:
    0.17p  per  ordinary share). The cost of this dividend was approximately £43,000 (2009 HealthyDays
    Limited:  £20,000). The directors do not intend to recommend the payment of a final dividend.   No
    final dividend was paid in relation to the twelve months ended 30 June 2009.
    
    The comparative dividend is that paid by HealthyDays Limited Group to its external shareholders.
    
6.  Earnings per Share
                                                                                2010             2009
     Basic (Loss)/Earnings per share                                          (1.42p)           1.15p
     Weighted Average number of shares                                    12,213,640       12,120,000
                                                                                                      
    The basic (loss)/earnings per share is based on the Group's loss for the year of 173,000 (year  to
    30  June 2009: profit £139,000) divided by the weighted average number of ordinary shares in issue
    for  the respective period.  The weighted average number of shares assumes that the shares  issued
    by  HealthyDays Group plc, in consideration for the merger with HealthyDays Limited  had  been  in
    issue throughout both periods of account and not just from the date of the merger, on 30 September
    2009.
    
7.  Share Capital
    
    The share capital at 30 June 2010 was:
                                                                    Number                      £'000
                                                                              Authorised
    Ordinary shares of 1p each                                 500,000,000                        500
                                                               -----------                 ----------
                                                                    Issued, called up and fully paid
    Issued in the period                                        12,302,560                        123
                                                               -----------                 ----------
                                                                                                      
    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.
    
    On  30  March 2010, 54,560 ordinary shares of 1p each were issued in lieu of services provided  to
    the Company at a price of 23.5p per ordinary share, equivalent to £12,820 in cash.

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

    HealthyDays Group PLC

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