TIDMMDY

RNS Number : 4775C

MDY Healthcare PLC

08 March 2011

MDY Healthcare plc

Preliminary results

8 March 2011: MDY Healthcare plc ("MDY Healthcare" or the "Company"), the strategic investor in healthcare companies, today announces its preliminary results for the reporting period ended 30 September 2010.

Financial Highlights

-- Total investments valued at GBP7.31 million (30 September 2009: GBP9.43 million) with cash and cash equivalents of GBP0.28 million (30 September 2009: GBP1.13 million).

-- Consolidated net asset value per share as at 30 September 2010 of 35p (30 September 2009: 58p).

-- Net loss after tax for reporting period GBP3.63million (2009: GBP1.73 million).

-- Valuation of strategic private investments, Medivance and Stanmore, maintained at cost, representing the fair value of the relevant investment, although both have performed well.

-- After end of reporting period, cash position strengthened by issuing new shares in placing to a major shareholder and by selling part of the Company's shareholding in Stanmore, raising GBP150,000 and GBP600,000 respectively.

Portfolio Highlights

-- Following strategic review, primary focus to be on investments in Medivance and Stanmore.

-- Medivance continues to make excellent progress, achieving quarter on quarter revenue growth and is well placed to deliver value for shareholders.

-- Medivance had worldwide consolidated revenues of US$29 million (unaudited) in the year ended 31 December 2010.

-- Stanmore achieved revenues of approximately GBP6.1 million (unaudited) for 12 months ended 31 December 2010 (2009: GBP5.6 million (audited)). Key Transfemoral ITAP trial continues at the Royal National Orthopaedic Hospital in Stanmore.

-- Review of investments in AOI and Trust William leading to prudent write-down of valuations and commencement of strategic review for Trust William.

Grahame Cook, Chairman, said:

"During the year we restructured the business and made progress in reducing our overheads and extending our cash runway. We divested our portfolio of quoted stocks and tightened our focus on our main strategic private investments, Medivance and Stanmore, both of which have continued to make excellent progress in their respective markets."

For further information, please contact:

 
 MDY Healthcare plc 
 Grahame Cook, Chairman                     +44 (0) 207 647 1800 
 grahame.cook@MDYhealthcare.com 
 
 Financial Dynamics 
 Ben Atwell, Susan Quigley                  +44 (0) 207 831 3113 
 ben.atwell@fd.com, susan.quigley@fd.com 
 
 Brewin Dolphin Limited (Nomad) 
 Matt Davis                                 +44 (0) 845 270 8600 
 

Notes for editors:

About MDY Healthcare

MDY Healthcare plc is a sector specialised strategic investing company quoted on AIM (ticker symbol: MDY). The Company seeks to achieve superior returns for shareholders by investing globally in companies across the healthcare sector. The directors and executive have significant operational and investment experience in the sector and therefore the ability to identify and review a wide range of potential investments.

Further information can be found on the website www.mdyhealthcare.com.

MDY Healthcare plc

Chairman's review

Overview

During the last year the Company has faced a number of challenges, including a poorly performing portfolio of quoted stocks. To address these challenges we restructured the Company's Board and carried out a strategic review of the Company's investments and operations. In May 2010, we announced the appointment of two high-calibre non-executive directors, Grahame Cook and Martin Hunt. David Wong, Executive Director, stepped down from the Board in March 2010, Derek Ablett, Non-executive Director, retired from the Board in June 2010 and Alan MacKay, former Non-executive Chairman, stepped down from the Board in September 2010. In August 2010, David Wong also resigned as an executive of the Company.

The directors have continued to execute the Company's planned cost reduction program with a view to ensuring the level of fixed costs is appropriate in the context of the value of the Company's investments and liquid resources. Total administration expenses were GBP2.20 million compared to GBP2.09 million for the corresponding period in 2009; however the total administration costs of GBP2.20 million for the reporting period included exceptional costs of GBP0.175 million relating to the termination of David Wong's employment and consulting arrangements and approximately GBP0.203 million provision for a VAT liability.

The directors have made a significant reduction in management costs going forward by reducing the size of the Board and materially decreasing executive management costs, which will be reflected in the results for the current reporting period. The directors remain committed to reducing overheads further and are actively exploring further ways to offset head office costs in the year ahead, including seeking to vacate, on satisfactory financial terms, the current head office of the Company.

During the reporting period, losses increased to GBP3.63 million from GBP1.73 million in the prior reporting period, due to the mark-to-market revaluation of our listed and quoted investments and the gains and losses on disposals of investments throughout the reporting period, including the write off of the Company's investment in AOI Medical, further details of which are provided below.

The Company's portfolio of investments in publicly traded healthcare companies was valued at approximately GBP0.23 million as at 30 September 2010. Following the conclusion of the strategic review of the Company's investment portfolio and operations in Q4 2010, the Board determined that the Company should divest its listed healthcare stocks to fund the Company's ongoing operations and is now focused on developing and supporting its two strategic private assets, Medivance and Stanmore. The Company divested virtually all of the publicly traded stocks by the calendar year end.

Over the last year, Stanmore and Medivance have continued to make good commercial progress and promising developments in their respective innovative devices, details of which we include below. Medivance has in particular demonstrated excellent revenue growth since our first investment in December 2006.

After the reporting period, the Company raised funds by issuing new shares in a placing to one of the Company's existing major shareholders and by divesting part of the Company's shareholding in Stanmore, raising GBP150,000 and GBP600,000 respectively. In November 2010, the Company sold 600,000 A Preferred shares in SIW Holdings Limited ("Stanmore") to Alan MacKay, a former director, for a total cash consideration of GBP600,000. The Board considered it necessary to divest part of the Stanmore investment to increase the Company's liquid resources and the Company was able to divest these shares at the cost of the original investment.

In December 2010, the Company raised GBP150,000 through a subscription of 810,810 new ordinary shares by Bronsstadet AB, a company wholly owned by Mr Peter Gyllenhammar, one of MDY Healthcare's existing major shareholders. The shares issued in the placing represented 4.75% of the Company's enlarged issued ordinary share capital and were allotted to Bronsstadet for cash at a price of 18.5 pence per share, being the mid price of an ordinary share of the Company at the close of business at the time of the placing.

Investment strategy and policies

During the reporting period, the Company did not make any new investments. The Board also took the decision to divest the portfolio of publicly quoted shares as referred to above. The Company will now only invest in public UK healthcare stocks in exceptional circumstances or where publicly traded stocks are acquired as part of a strategic transaction for the Company. The Company continues to manage its key private investments with a view to delivering value to MDY Healthcare shareholders as the investment portfolio matures. Over the last 12 months we have progressed our investment strategy by divesting the public portfolio, rationalizing the strategic portfolio with an enhanced focus of resources on those assets demonstrating value creating potential.

Strategic portfolio review

On completion of the strategic review conducted by Grahame Cook and Martin Hunt, following their appointment to the board of the Company in May 2010, the board considered it appropriate to write off the value of AOI Medical (held at GBP582,000 in the accounts for the reporting period ended 30 September 2009) in the Company's accounts because of the uncertainty over the future of AOI. As regards, Trust William Limited, the Company's online retailer of natural healthcare products, the Company considered that it was unlikely that the loan to Trust William would be recovered by the Company, therefore, a provision has been made against the loan, resulting in a charge on consolidation of GBP0.37 million. The Company has commenced a review of Trust William and will consider all strategic options for that business.

Therefore, the Company now has two key strategic investments, Stanmore and Medivance, both of which are private and are valued at the cost of the relevant investment, representing the respective fair values. Despite there being good evidence of positive progress, we are taking a cautious approach towards any upwards revaluations of these two investments at this stage due to general economic conditions.

Medivance, Inc

Medivance, the Colorado-based leader in the emerging field of therapeutic temperature management, continues to make excellent progress.

Medivance's patented, FDA-approved Arctic Sun(R) device is now used in approximately seventeen of the top twenty US hospital heart programs and fourteen of the top twenty US neurology programs (as defined by the US News and World 2010 American Best Hospital Report). In addition, it is also being increasingly adopted by smaller teaching and community hospitals. International adoption of Arctic Sun(R) continues in Europe, Asia and Australia. Medivance has now achieved twenty six quarters of revenue growth in the past twenty eight quarters and is targeting continued growth in 2011. Since we first invested in December 2006, Medivance's worldwide annual revenues have increased approximately sevenfold. Medivance had worldwide consolidated revenues of US$29 million (unaudited) for the year ended 31 December 2010.

We have invested approximately $6 million in Medivance through a series of investments. Our last investment (led by affiliates of Black Rock, the US investment management company) was in June 2009 when we invested a further $1 million in an $8.9 million Series E fundraising in newly issued equity in Medivance. We hold around 9.4% of the fully-diluted equity and have decided to maintain the value in US dollar terms. Given the movement of the US dollar to sterling exchange rate over the period, this values our holding at GBP4.1 million as at 30 September 2010.

Stanmore Implants Worldwide Limited ("Stanmore")

Stanmore has performed very well since our investment in March 2008. The directors of Stanmore anticipate revenues of GBP6.1 million (unaudited) for the 12 months to December 2010 and consider the outlook for sales performance in 2011 to be positive.

MDY Healthcare acquired 3,000,000 A Preferred shares (approximately 18% of the issued share capital of Stanmore on a fully diluted basis as at 30 September 2010) in March 2008. As at 30 September 2010, the investment was valued at cost representing the fair value. Following the disposal of 600,000 A Preferred Shares in Stanmore referred to above after the reporting period end, MDY Healthcare holds approximately 14.5% of the issued share capital of Stanmore.

Growth continues to be driven by an increased take up of the METS (modular endoprosthetic tumour system) product range and a growing increase in sales of the non-invasive Juvenile Tumour Systems. Stanmore has seen an increase in demand from the UK along with continued good growth in exports, particularly to France, Greece, Hong Kong, India and Australia, with sales now in 15 countries. Stanmore is currently awaiting the FDA marketing approval of the Juvenile Tumour system and this is predicted to be a significant sales channel with a growing level of interest from surgeons in the USA.

Stanmore made a significant acquisition in the year by purchasing the assets of the Acrobot Company Ltd and this has provided the expertise and ability to blend traditional skills of Stanmore in patient specific solutions with computer aided navigation. This development project is targeted to be completed over the next 18 months and will see both knee and hip solutions developed.

Stanmore continues to expand its skilled workforce, re-branding its marketing activities and developing a new global electronic communication system to support the work of surgeons. This innovative "online design" system allows UK based implant designers and overseas surgeons to communicate both verbally and visually and it continues to be a major source of competitive advantage that will help to drive further export sales.

Stanmore continues to make encouraging progress with ITAP, its innovative device for directly attaching prosthetic devices to the skeleton of amputees. The ITAP implant is being developed for a wide-range of applications including upper and lower limb, digits and craniofacial prostheses. The Transfemoral ITAP trial continues at the Royal National Orthopaedic Hospital in Stanmore. ITAP has attracted significant interest from several institutions both in the UK and overseas in relation to exploiting the commercial possibilities for this technology.

Financial review

At 30 September 2010 per the audited financial results for the reporting period, MDY Healthcare's total investments (current and non-current) were valued at GBP7.31 million (30 September 2009: GBP9.43 million). Cash and cash equivalents reduced to GBP0.28 million (30 September 2009: GBP1.13 million) due to ongoing operating expenses. Net asset value per share as at 30 September 2010 was GBP0.35 (30 September 2009: GBP0.58).

Revenue for the period was GBP136,000 (2009: GBP136,000). In the twelve months ended 30 September 2010, our loss from operations was GBP3.53 million (2009: GBP1.83 million). Total reported administration expenses were GBP2.20 million (2009: GBP2.09 million), which included exceptional costs of GBP0.175 million relating to the payment for loss of office and GBP0.203 million provision for a VAT liability.

The net loss on financial assets is GBP1.37 million (2009: GBP0.23 million gain) which reflects the mark-to-market revaluation of our listed and quoted investments, the gains and losses on disposals of investments throughout the reporting period and a provision against AOI.

Overall the net loss for the reporting period increased to GBP3.63 million (2009: GBP1.73 million). Losses per share for the reporting period were 22.31p against 11.15p for the corresponding period in 2009.

As referred to above, after the reporting period, the Company has sold further listed and unlisted investments and raised additional equity, resulting in cash receipts to the Company of GBP750,000. The Company will consider further strategic options during the current year to increase the Company's liquid resources to support the Company's operations until the optimum time to realize the Company's key strategic investments. The Company will consider a number of options in the next twelve months to ensure that the Company has sufficient liquid resources, including continuing to reduce costs where possible and seeking to make partial divestments of assets, if necessary.

To reflect Mr Cook's and Mr Hunt's increased responsibilities, including completion of the strategic review of the Company, on 30 September 2010, the board awarded up to 600,000 options to each of Mr Cook and Mr Hunt. The options over ordinary shares of 1 pence each are exercisable on achieving targeted realisations of the Company's underlying investments and at a price of 20.5 pence per share (the average mid-market price of a share of the Company for the 30 trading days preceding the date of grant).

As part of the consideration for the acquisition of healthcare investments in 2009, MDY Healthcare issued to 3i Group plc, a related party, GBP1,587,842 fixed rate unsecured loan notes (the "Loan Notes"). The Loan Notes were originally redeemable as to 50% on 31 December 2011 however, 3i have agreed to defer repayment of this amount to 31 March 2012. The remaining 50% of the loan notes is to be redeemed on 31 December 2012. The Company may, at its election, redeem the Loan Notes (in whole or in part) at any time on notice. Until the Loan Notes are redeemed or cancelled in accordance with their terms and conditions, interest will accrue on the principal amount of Loan Notes at the rate of 8% per annum and will be payable quarterly in arrears.

Conclusion and outlook

The last twelve months have been very challenging for MDY Healthcare. However, the Company has strengthened cash resources after the end of the reporting period and the Directors were pleased that a placing of new shares was supported by one of the Company's existing major shareholders. The financial statements have been prepared on the going concern basis which the Directors believe to be appropriate for the reasons set out below in the Statement of Accounting Policies 1 (a) - Basis of Preparation.

The Company has completed a strategic review of its investments and operations and reduced operational costs. We have advanced our investment strategy by divesting the public portfolio and rationalizing the strategic portfolio with an enhanced focus of resources on the strategic private investments, Medivance and Stanmore.

MDY Healthcare plc

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the reporting period ended 30 September 2010

 
                                                                  Restated 
                                                        Audited    Audited 
                                                           2010       2009 
                                               Notes    GBP'000    GBP'000 
 Group revenue                                     1        136        136 
 Cost of sales                                            (100)      (104) 
--------------------------------------------  ------  ---------  --------- 
 Gross profit                                                36         32 
 Administrative expenses                                (2,196)    (2,091) 
 Other operating income                                      70      1,578 
 Other operating expenses                               (1,439)    (1,345) 
 Results from operating activities                      (3,529)    (1,826) 
 Finance expense                                          (206)      (105) 
 Finance income                                             105        202 
 Net finance (expense)/income                             (101)         97 
 Loss before tax                                        (3,630)    (1,729) 
 Income tax                                                   -          - 
--------------------------------------------  ------  ---------  --------- 
 Loss for the reporting period                          (3,630)    (1,729) 
--------------------------------------------  ------  ---------  --------- 
 Other comprehensive income for the period, 
  net of income tax                                           -          - 
--------------------------------------------  ------  ---------  --------- 
 Total comprehensive income for the period              (3,630)    (1,729) 
--------------------------------------------  ------  ---------  --------- 
 Loss and total comprehensive income 
  attributable to 
 - Equity holders of the parent                         (3,630)    (1,729) 
--------------------------------------------  ------  ---------  --------- 
 Loss for the reporting period                          (3,630)    (1,729) 
 Basic and diluted loss per share                  3   (22.31)p   (11.15)p 
 

STATEMENT OF CHANGES IN EQUITY

For the reporting period ended 30 September 2010

 
                          Issued      Share      Profit 
                           share    premium    and loss       Other 
                         capital    account     account    reserves      Total 
 Group                   GBP'000    GBP'000     GBP'000     GBP'000    GBP'000 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Balance at 1 October 
  2008                     6,999    101,419   (120,137)      22,993     11,274 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Total comprehensive 
 income for the 
 period 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Loss for the year             -          -     (1,729)           -    (1,729) 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Other comprehensive 
 income 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Net change in fair 
  value of available 
  for sale financial 
  assets                       -          -       (560)           -      (560) 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Transactions with 
 owners recorded 
 directly in equity 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Issue of ordinary 
  shares                      16        396           -           -        412 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Balance at 30 
  September 2009           7,015    101,815   (122,426)      22,993      9,397 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Total comprehensive 
 income for period 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Loss for the year             -          -     (3,630)           -    (3,630) 
---------------------  ---------  ---------  ----------  ----------  --------- 
 Balance at 30 
  September 2010           7,015    101,815   (126,056)      22,993      5,767 
---------------------  ---------  ---------  ----------  ----------  --------- 
 

MDY Healthcare plc

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

For the reporting period ended 30 September 2010

 
                                            Audited     Audited 
                                               2010        2009 
                                  Notes     GBP'000     GBP'000 
-------------------------------  ------  ----------  ---------- 
 Assets 
 Non-current assets 
 Intangible assets                               58          89 
 Property, plant and equipment                   50          71 
 Investments                      4           7,078       7,831 
-------------------------------  ------  ----------  ---------- 
 Total non-current assets                     7,186       7,991 
-------------------------------  ------  ----------  ---------- 
 Current assets 
 Investments                      4             231       1,602 
 Inventory - goods for resale                    15          12 
 Trade and other receivables                    190         466 
 Cash and cash equivalents                      284       1,131 
-------------------------------  ------  ----------  ---------- 
 Total current assets                           720       3,211 
-------------------------------  ------  ----------  ---------- 
 Total assets                                 7,906      11,202 
-------------------------------  ------  ----------  ---------- 
 Liabilities 
 Non-current liabilities 
 Loan notes                       7           1,588       1,588 
-------------------------------  ------  ----------  ---------- 
 Total non-current liabilities                1,588       1,588 
-------------------------------  ------  ----------  ---------- 
 Current liabilities 
 Trade and other payables                       551         217 
 Total current liabilities                      551         217 
 Total liabilities                            2,139       1,805 
 Net assets                                   5,767       9,397 
 Equity 
 Issued capital                               7,015       7,015 
 Share premium                              101,815     101,815 
 Other reserves                              22,993      22,993 
 Retained earnings                        (126,056)   (122,426) 
-------------------------------  ------  ----------  ---------- 
 Total equity                                 5,767       9,397 
-------------------------------  ------  ----------  ---------- 
 

MDY Healthcare plc

CONSOLIDATED STATEMENT OF CASHFLOWS

For the reporting period ended 30 September 2010

 
                                                           Audited    Audited 
-----------------------------------------------  ------  ---------  --------- 
                                                              2010       2009 
                                                  Notes    GBP'000    GBP'000 
-----------------------------------------------  ------  ---------  --------- 
 Cash flows from operating activities 
 Loss for the reporting period                             (3,630)    (1,729) 
 Adjustments for: 
 Depreciation and amortisation                                  68         66 
 Net change in fair value of financial 
  assets at fair value through the statement 
  of comprehensive income                                    1,369      (232) 
 Foreign exchange gain on cash held                              -      (131) 
 Interest receivable                                         (105)       (71) 
 Operating loss before changes in working 
  capital and provisions                                   (2,298)    (1,756) 
 Increase in inventory                                         (3)        (5) 
 Decrease/(increase) in trade and other 
  receivables                                                  276      (130) 
 Increase/(decrease) in trade and other 
  payables                                                     334      (202) 
-----------------------------------------------  ------  ---------  --------- 
 Cash generated (used) by operations                           607      (337) 
 Net cash outflow from operating activities                (1,691)    (2,434) 
 Cash flow from investing activities 
 Interest received                                             105         71 
 Acquisition of other investments                                -    (3,807) 
 Acquisition of intangible assets                             (15)       (41) 
 Acquisition of property, plant and equipment                  (1)        (2) 
 Proceeds from sale of investments                             755      3,205 
 Net cash inflow (outflow) from investing 
  activities                                                   844      (574) 
-----------------------------------------------  ------  ---------  --------- 
 Cash flow from financing activities 
 Proceeds from issue of share capital                            -        412 
 Proceeds from issue of loan note                                -      1,588 
 Net cash inflow from financing activities                       -      2,000 
-----------------------------------------------  ------  ---------  --------- 
 Net decrease in cash and cash equivalents            5      (847)    (1,008) 
 Cash and cash equivalents at 1 October                      1,131      2,008 
 Effect of exchange rate fluctuations 
  on cash held                                                   -        131 
-----------------------------------------------  ------  ---------  --------- 
 Cash and cash equivalents at end of reporting 
  period                                                       284      1,131 
-----------------------------------------------  ------  ---------  --------- 
 

MDY Healthcare plc

Notes to the preliminary results for the reporting period ended 30 September 2010

1. Accounting policies

Reporting Entity

MDY Healthcare plc (the 'Company') is a Public Limited Company (traded on AIM) incorporated in and domiciled in the United Kingdom. The address of the Company's registered office is 23 Bridge Street, Ellon, Aberdeenshire, Scotland. The consolidated financial statements of the Company as at and for the reporting period ended 30 September 2010 comprise the Company and its subsidiaries (together referred to as the "Group and the Group's interest in jointly controlled entities"). The Group is a healthcare sector specialised investment company.

Basis of preparation

a) Statement of compliance

In the Consolidated Statement of Comprehensive Income, the 2009 comparative has been restated to comply with the proportionate consolidation requirements of IAS 31.

The preliminary announcement has been prepared using accounting policies consistent with those set out in the MDY Healthcare plc Annual Report for the reporting period ended 30 September 2010.

The financial statements have been prepared on a going concern basis which the directors believe to be appropriate for the reasons below.

After the end of the reporting period the Company sold further listed and unlisted investments and has also raised additional equity. This has resulted in cash receipts of GBP750,000. The Company has also agreed a deferment in connection with the repayment of 50 per cent of the loan notes from 31 December 2011 to 31 March 2012.

The reporting period ended 30 September 2010 has benefitted from cost saving measures that have been implemented by the Company and the effect of these will continue in future periods. The Company is also managing the Trust William investment so as to minimise the amount of funding required to be provided by the Company under the joint venture agreement.

The directors have prepared a forecast for the period ending 28 February 2012 which reflects the above matters and shows that the Group and the Company will be able to meet their liabilities as they fall due. The forecast assumes that further sales of investments will be made during the coming year or finance obtained secured thereon.

Whilst there can be no certainty, the directors are confident that the actions detailed above are achievable and that the forecast can be met. In the event of unexpected cash requirements arising and as regards the repayment of loan notes in March 2012 the directors intend to divest further parts of (or arrange finance secured on) one of the Company's strategic investments.

In preparing these financial statements, the Directors have given consideration to the above matters and on this basis they believe that it remains appropriate to prepare the financial statements on a going concern basis. They believe that there are nevertheless uncertainties over these matters that may cast doubt over the ability of the Company to continue as a going concern and, therefore to continue realising its assets and discharging its liabilities in the normal course of business. The financial statements do not include any adjustments that would result from this going concern basis of preparation being inappropriate.

The financial statements were approved by the Board of Directors on 7 March 2011.

b) Basis of Measurement

The financial statements have been prepared on the historical cost basis except for the following:

-- Financial investments at fair value through the statement of comprehensive income are measured at fair value

-- Available for sale financial assets are measured at fair value

c) Functional and presentation currency

The financial statements are presented in pounds sterling, rounded to the nearest thousand, which is the Company's functional currency. Functional currencies within the Group consist primarily of pounds sterling.

d) Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

2. Segmental reporting

Segmental reporting is presented in respect of the Group's business segments. The business segments are based on the Group's management and internal reporting structure. Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated to a segment on a reasonable basis.

Business segments

The Group comprises the following main business segments:

Investing - representing the Group's activities investing in healthcare related companies.

Retail - representing the Group's interests in Trust William Limited, the multi-channel retail jointly controlled entity, which sells natural healthcare products direct to consumers via the internet, mail order and telesales.

 
                       Investing             Retail               Total 
----------------  -------------------  ------------------  ------------------- 
                      2010       2009     2010       2009      2010       2009 
----------------  --------  ---------  -------  ---------  --------  --------- 
                             Restated            Restated             Restated 
----------------  --------  ---------  -------  ---------  --------  --------- 
                    GBP000     GBP000   GBP000     GBP000    GBP000     GBP000 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Group revenue          20          6      116        130       136        136 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Gross profit           20          6       16         26        36         32 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Result from 
  operating 
  activities       (3,172)    (1,236)    (357)      (590)   (3,529)     (1826) 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Finance 
  (expense) 
  income, net         (23)        134     (78)       (37)     (101)         97 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Loss before and 
  after tax        (3,195)    (1,102)    (435)      (627)   (3,630)    (1,729) 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Segment assets      7,773     10,995      133        207     7,906     11,202 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Segment 
  liabilities      (2,129)    (1,771)     (10)       (34)   (2,139)    (1,805) 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Capital 
  expenditure            -          2       16         41        16         43 
----------------  --------  ---------  -------  ---------  --------  --------- 
 Depreciation 
  and 
  amortisation          19         19       49         47        68         66 
----------------  --------  ---------  -------  ---------  --------  --------- 
 

3 Loss per share

 
                                                             2010         2009 
----------------------------------------------------  -----------  ----------- 
 Basic and diluted 
 Net loss for the financial period (GBP'000)              (3,630)      (1,729) 
 Weighted average number of ordinary shares 
  outstanding                                          16,271,676   15,503,851 
 Basic and diluted loss per ordinary share               (22.31)p     (11.15)p 
 

The basic net loss per ordinary share is calculated using a numerator of the net loss for the reporting period and a denominator of the weighted average number of ordinary shares in issue for the reporting period. The diluted net loss per ordinary share is calculated using a numerator of the net loss for the reporting period and a denominator of the weighted average number of ordinary shares and adjusting for the effect of all potentially dilutive shares, including share options and warrants, assuming they are converted. There is no difference for 2010 and 2009 between the basic net loss per share and the diluted net loss per share as ordinary share equivalents from share options have been excluded from the computation as their effects are anti-dilutive.

4 Investments - Group

 
                                                             Group 
                                                          2010       2009 
                                                       GBP'000    GBP'000 
 Non - current 
 Subsidiary undertakings (i)                                 -          - 
 Jointly controlled entities                                 -          - 
 Available for sale financial assets (ii)                    -        348 
 Financial assets held for trading at fair value 
  through the statement of comprehensive income 
  (iii)                                                  7,078      7,483 
                                                         7,078      7,831 
                                                     ---------  --------- 
 Current 
 Financial assets designated at fair value through 
  the statement of comprehensive income (iv)               231      1,602 
                                                     ---------  --------- 
                                                         7,309      9,433 
                                                     ---------  --------- 
 

(i) Subsidiary undertakings

 
                              Group 
 Cost                      2010       2009 
                        GBP'000    GBP'000 
 At 1 October                 -          - 
 Assets written down          -          - 
 At 30 September              -          - 
                      ---------  --------- 
 

Details of jointly controlled entities are as follows:

 
                  Country of 
 Jointly           registration 
 controlled        or              Principal        Class of 
 entity            incorporation    activity        shares Held      % holding 
---------------  ---------------  ---------------  ---------------  ---------- 
 Trust William    England &        Website          ordinary 
  Ltd              Wales            distribution     shares          80.1% 
---------------  ---------------  ---------------  ---------------  ---------- 
 

Trust William Limited is considered a Jointly Controlled Entity because there is a contractual arrangement between the venturers which establishes joint control over the economic activity of the entity.

(ii) Available for sale financial assets

 
                                  Group 
                               2010       2009 
 Fair Value                 GBP'000    GBP'000 
 At 1 October                   348        908 
 Revaluation - decrease           -      (560) 
                          ---------  --------- 
 Impairment provision         (348)          - 
                          ---------  --------- 
 At 30 September                  -        348 
                          ---------  --------- 
 

In line with the Group's accounting policy, any revaluation of available for sale financial assets is recognised in the consolidated statement of income.

 
                                 GBP'000 
 Fair Value as at 7 March 2011       Nil 
 

(iii) Financial assets held for trading at fair value through the statement of comprehensive income

 
                                  Group 
                               2010       2009 
 Fair value                 GBP'000    GBP'000 
 At 1 October 2009            7,483      7,112 
 Additions at cost                -        608 
 Revaluation - increase          55        391 
 Revaluation - decrease       (235)      (568) 
 Disposals                    (225)       (60) 
                          ---------  --------- 
 At 30 September 2010         7,078      7,483 
                          ---------  --------- 
 
 
                                  GBP'000 
 Fair Value as at 7 March 2011      7,078 
 

(iv) Financial assets designated at fair value through the statement of comprehensive income

 
                                  Group 
                               2010       2009 
 Fair value                 GBP'000    GBP'000 
 At 1 October 2009            1,602      1,139 
 Additions at cost:               -      3,199 
 Revaluation - increase           -        332 
 Revaluation - decrease       (168)      (600) 
 Disposals                  (1,203)    (2,468) 
                          ---------  --------- 
 At 30 September 2010           231      1,602 
                          ---------  --------- 
 
 
                                  GBP'000 
 Fair value as at 7 March 2011         21 
 

5 Analysis of changes in net funds

Group

 
                                             Cash          Exchange 
                                  2009       flow    rate movements       2010 
                               GBP'000    GBP'000           GBP'000    GBP'000 
---------------------------  ---------  ---------  ----------------  --------- 
 Cash and cash equivalents       1,131      (847)                 -        284 
 Total                           1,131      (847)                 -        284 
---------------------------  ---------  ---------  ----------------  --------- 
 

6. Related party transactions

Transactions with key management personnel

During the reporting period ended 30 September 2010, GBP300,000 (reporting period ended 30 September 2009: GBP300,000) was paid to MCM Limited of which D Wong, (a director who served for part of the reporting period), is a retained consultant. The contract between the Company, MCM and its associated companies was terminated during the reporting period. At 30 September 2010, an accrual of GBP175,000 has been made for costs relating to this termination.

After the reporting period (November 2010), the Company sold 600,000 A Preferred shares in SIW Holdings Limited ("Stanmore") to Alan MacKay, a former director of the Company, for a total cash consideration of GBP600,000. The sale of shares to Alan MacKay constituted a transaction with a related party for the purposes of rule 13 of the AIM Rules for Companies by virtue of the fact that Alan MacKay is a former director of the Company. Alan MacKay did not hold shares in Stanmore prior to this transaction.

During the reporting period ended 30 September 2010, the Company terminated its nominal investment in CERT Limited. The Company had made an investment for a nominal amount in CERT Limited in 2009. Medical Consultants and Management Limited (MCM), (a company in which David Wong, former director, has an interest) is a shareholder in CERT Limited.

Transactions with Substantial Shareholders

After the reporting period, on 21 December 2010, a total of 810,810 new ordinary shares of 1 pence each, representing 4.75% of the Company's enlarged issued ordinary share capital, were allotted to Bronsstadet AB for cash at a price of 18.5 pence per share, being the mid price of an ordinary share of the Company at the close of business on 14 December 2010. Bronsstadet AB is a company wholly owned by Mr Peter Gyllenhammar, one of MDY Healthcare's existing major shareholders.

7 Loan notes

As part of the consideration for the acquisition of healthcare investments in 2009, MDY Healthcare issued to 3i Group plc, a related party, GBP1,587,842 fixed rate unsecured loan notes (the "Loan Notes"). The Loan Notes were originally redeemable as to 50% on 31 December 2011 however post reporting period end, 3i have agreed to defer repayment of this amount to 31 March 2012. The remaining 50% of the loan notes is to be redeemed on 31 December 2012. The Company may, at its election, redeem the Loan Notes (in whole or in part) at any time on notice. Until the Loan Notes are redeemed or cancelled in accordance with their terms and conditions, interest will accrue on the principal amount of Loan Notes at the rate of 8% per annum and will be payable quarterly in arrears.

8 The preliminary financial statements for the reporting period ended 30 September 2010 have been prepared by the Company and were approved by the Directors on 7 March 2011. These financial statements do not constitute the full accounts.

9 Copies of this announcement are available to members of the public from the Company's head office, 11 Stanhope Gate, London W1K 1AN. A copy will also be posted on the Company's website: www.mdyhealthcare.com.

END

This information is provided by RNS

The company news service from the London Stock Exchange

END

FR FMGGFVNLGMZM

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