Totally Regulatory News (TLY)

Totally PLC

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

Results for the year ended 31 December 2015

The Board of Totally (AIM: TLY), the provider of a range of services to the healthcare sector, is pleased to announce its audited results for the year ended 31 December 2015.

 Performance Overview

• Revenues from continuing operations £0.58m (2014: £0.61m)

• Gross profit from continuing operations £0.39 m (2014: £0.43m)

• Total EBITDA from continuing operations £ (0.36) m (2014: £ (0.43) m)

• Loss from continuing operations before tax £ (0.41) m (2014: £ (0.44) m)

• Cash utilised from operating activities £ (0.6) m (2014: £ (0.36) m)

• Basic loss per share (15) p (2014: (10) p per share)

 Post Year End Highlights

• Acquisition of Premier Physical Healthcare Limited ("Premier"), a provider of physical healthcare services to both public and private patients, for up to £6.75 million and subscription to raise £6.2 million completed in March 2016

· Continued investment and development of direct-to-consumer programme - My Clinical Coach which was launched as a pilot in March 2016 and full launch is targeted for late June 2016

· Nine additional prison contracts covering 21 locations around the UK secured by Premier in April 2016 with a total value of £300,000 per annum

· Major 3 year partnership agreement with Healthwise to support the Company's B2B and B2C services entered into in April 2016

· Acquisition of About Health Limited, a provider of community based health services under contract to the NHS with a focus on dermatology services, for up to £7.7 million, announced separately today

Annual Report & Accounts and Annual General Meeting

Copies of the Company's Annual Report and Accounts for the 12 months ended 31 December 2015, will be posted to shareholders today, together with the Annual General Meeting ("AGM") notice and form of proxy. An electronic copy of the Annual Report and Accounts, the notice of AGM and the form of proxy will be available today on the Investor Relations section of the Company's website (www.totallyplc.com) in accordance with the AIM Rules for Companies.

In addition, the Board of Totally announces that the Company's AGM will be held at the offices of Totally, Hamilton House, Mabledone Place, London, WC1H 9BB at 11.00 a.m. on 11 July 2016.

For further information please contact:

TOTALLY - AT GLANCE

Our aim is to become the leading provider of out of hospital and Clinical Health Coaching Services in the UK. These are services that support people to manage their own health better to avoid reliance on urgent GP and hospital services and to support the NHS to meet its targets by providing the highest quality out of hospital care.

Totally Health provides an innovative model of medically driven, and personalised Clinical Health Coaching to help support patients with long term health conditions, improve outcomes and reduce healthcare costs. The service delivers sustainable behavioural changes enabling patients to be educated and confident to self-manage their conditions. This in turn aids long term behavioural change and reduces healthcare reliance, re-admissions and emergency admissions. Totally Health provides the leading Clinical Health Coaching service in England to NHS patients via a number of programmes commissioned by CCGs, using a model that is proven to complement and support existing health care pathways.

My Clinical Coach is a new direct-to-consumer health-coaching service for people with long-term health conditions. Individuals or their families can choose to subscribe to the service, which is a personal, professional, clinically focused and patient-centered service, tailored for each individual. The service was launched in early 2016.

Premier Physical Healthcare provides a comprehensive range of treatments and advice for musculoskeletal injuries and conditions, delivering physiotherapy and podiatry to NHS patients. Premier also undertakes contracts with various police forces and prisons; as well as providing occupational health and ergonomic services to corporate clients, such as display screen equipment assessments; post-injury returns to work suitability assessments; podiatry treatment; and sports massage services. The business also has an expanding network of clinics located in health and fitness centres.

About Health provides high quality community based health services under contract to the NHS, and is a leader in the provision of dermatology and referral management services. Established in 2008, About Health has an excellent track record of service delivery covering a population of almost 3 million people from Lancaster to Poole to Bournemouth. Its reputation for quality has been recognised and it has been shortlisted for three consecutive years as primary/community care provider of the year at the Health Investor Awards.

CHAIRMAN'S STATEMENT

I am pleased to announce results for the year to 31 December 2015 which showed an operating loss of £0.36 million (2014: loss £0.44 million) and turnover from continuing operations of £0.58 million (2014: £0.61 million).

I was appointed in September 2015 to implement a new strategy for the Group. Outsourced services from the NHS is a £20 billion market per year and we intend to build a Group to provide a wide range of out of hospital services. We have a clear buy and build strategy which is in its infancy. These results represent the period prior to the implementation of that strategy.

I am pleased to report that today the Group has acquired About Health Limited, a leading provider of dermatology and referral management services to the NHS.

The Group completed its first acquisition in April 2016 of Premier Physical Healthcare Limited a provider of treatments and advice for musculoskeletal injuries and conditions. I am delighted with the progress of Premier since acquisition. In late April, we announced its success in winning nine new prison service contracts with Care UK, covering 21 locations around the UK.

The existing business of clinical coaching to the NHS is working alongside the acquired businesses to provide a holistic approach to individuals with long term conditions identified by the NHS as being most critical.

At the time of my appointment, the Group announced that its plans to expand the clinical coaching business to provide those services to the consumer directly by way of a subscription based service. The investment in this business is significant and followed research which highlighted a significant need and therefore commercial opportunity. The business is now up and running. I look forward in my future statements to reporting the level of business gained.

All four business units are now supported by a strengthened central corporate team ensuring the operating businesses are given every opportunity to build their businesses.

Shareholders have invested to provide the resources for the strategy to be implemented and I am pleased with our progress to date. The opportunity is vast and my senior colleagues and I are committed to delivering the strategy in the future.

I would like to thank all employees and stakeholders for their commitment and I look forward to bringing you news of further developments soon.

Bob Holt

Chairman

CEO'S STATEMENT

2015 was an eventful year for Totally PLC with the appointment of our new chairman, Bob Holt, along with two new Non-Executive Directors who, between them, have a vast knowledge of the healthcare sector, as well as building their own successful companies. We have also seen significant investment which allows us to implement our strategy. Since their appointment, the Board have focused on building a strong corporate team of people, preparing for the launch of our direct-to-consumer Clinical Health Coaching business - My Clinical Coach and embarking on our 'buy and build' strategy - all of this in addition to continually developing the services provided by Totally Health to the healthcare market and private business sectors.

It is well-documented that people with long term health conditions use a significant proportion of health care services (50% of all GP appointments, 70% of days spent in hospital beds and 70% of hospital and primary care budgets in England). The considerable and increasing impact of long term conditions on morbidity, mortality, quality of life and healthcare costs are significant. In addition, healthcare providers have the difficult task of trying to manage chronic disease care in complex service systems that are poorly designed to motivate, equip and empower patients to make behavioural change. Totally Health is an award winning organisation specialising in clinical health coaching - a highly effectively model of care delivered by experienced clinicians designed to empower patients to proactively manage their diagnosed conditions. The service effectively reduces healthcare reliance, re-admissions and emergency admissions.

Since we launched our Clinical Health Coaching services to the NHS back in December 2012 we have delivered:

· Over 35,000 coaching sessions

· 59% average reduction in GP Appointments (most achieved in a CCG was 70%)

· 48% average reduction in Community Matron appointments (most achieved in a CCG was 57%)

· 72% average reduction in Out of Hours (most achieved in a CCG was 89%)

· 72% average reduction in Unplanned Admissions (most achieved in a CCG was 75%)

· 50% reduction in MSK referrals for secondary care management

The next step for Totally Health is the full launch of My Clinical Coach, a direct-to-consumer service, in June 2016.

Premier Physical Healthcare Limited became part of the Totally PLC group in March 2016, the first acquisition as part of our newly focused strategy. Premier has a great leadership team who bring new dimensions to the Group and many opportunities for our future expansion. Increased levels of hip or knee replacements associated with an aging population should position physiotherapy as a key service for patient recovery and effective discharge from hospitals. Given the mobility constraints that accompany these procedures, it is likely that such services will need to be provided close to a patient's home, which is in line with the strategy of providing care in smaller NHS premises, or otherwise via community-based care.

According to the Nuffield Trust, in 2012/2013, NHS spending in England on musculoskeletal system disorders was among the largest five programme budgeting disease categories, with the NHS in England spending £105 per head of population per annum on musculoskeletal system disorders.

There is an increasing demand from the NHS for physiotherapy services which is linked to long term conditions, such as diabetes and heart disease, both of which are already supported by care models provided by Totally Health.

We have recently completed our second acquisition of About Health which is a leading provider of community dermatology services across the UK.

We are excited about the prospects provided by both acquisitions and will ensure that we continue to implement our buy and build strategy, identifying high quality organisations with great reputations for delivering the highest quality services, whilst also integrating them into the Group to improve efficiency and develop new business models and opportunities whenever possible.

The Board at Totally are committed to our future strategy which will be delivered via organic growth and acquisitions. The opportunities are significant.

I would like to thank everyone for their support to date, our people are dedicated to providing the best possible

services to the people we work with and as we grow we will ensure we continue to invest wisely.

Wendy Lawrence

CEO

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2015

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AT 31 DECEMBER 2015

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2015

Edited Notes to the Financial Statements

General information

Totally PLC is a public limited company ("Company") incorporated in the United Kingdom under the Companies Act 2006 (registration number 3870101). The Company is domiciled in the United Kingdom and its registered address is Lighterman House, 26-36 Wharfdale Road, London N1 9RY. The Company's Ordinary Shares are traded on the AIM market of the London Stock Exchange ("AIM").

The Group's principal activities have been the provision of innovative solutions to the healthcare sector, provided by the subsidiary Totally Health. The Company's principal activity is to act as a holding company for its subsidiary.

Authorisation of financial statements and statement of compliance with IFRS

The financial statements for the period ended 31 December 2015 were authorised for issue by the Board of Directors and the Statements of financial position were signed on the Board's behalf by Wendy Lawrence and Don Baladasan on 15 June 2016.The Group's financial statements have been prepared in accordance with IFRS and International Financial Reporting Interpretations Committee ("IFRIC") interpretations as endorsed by the European Union, and bearing in mind those parts of the Companies Act 2006 applicable to companies reporting under IFRS.

Basis of preparation

The financial year represents the 365 days to 31 December 2015, and the prior financial year, 365 days to 31 December 2014. The consolidated financial statements have been prepared on the historical cost basis and are presented in sterling and all values are rounded to the nearest thousand pounds (£000) except when otherwise indicated.

The accounting policies set out below have been applied consistently to all periods presented in these financial statements.

The financial statements are prepared on a going concern basis which the Directors believe to be appropriate for the following reasons.

As part of the fund raising process for the acquisition of Premier Physical Healthcare Limited, the Directors prepared trading and working capital forecasts for the enlarged group which they believe to be realistic and achievable. These forecasts were updated in June 2016 to take into account the proposed acquisition of About Health Limited.

The Directors believe that the updated trading and working capital forecasts are realistic and that revenues from future contracts and the My Clinical Coach B2C business stream will be achieved, and accordingly, the financial statements have been prepared on a going concern basis.

Summary of significant accounting policies

Basis of consolidation

The Group's financial statements include the results of the Company and its subsidiary, all of which are prepared up to the same date as the parent company. Uniform accounting policies are adopted by all companies in the Group.

Subsidiaries

Subsidiaries are all entities over which the Group has the ability to exercise control and are accounted for as subsidiaries. The results of subsidiaries are included in the Group income statement from the date of acquisition until the date that such control ceases. Intercompany transactions and balances between Group companies are eliminated upon consolidation.

Revenue recognition - innovative solutions for healthcare

Turnover is generated by providing clinical health coaching, supporting shared decision making services and software solutions to the healthcare sector. The revenue is generated through services that are provided on short term and long term contracts.

Profit is recognised on long-term contracts, if the final outcome can be assessed with reasonable certainty, by including in the income statement turnover and related costs as contract activity progresses. Turnover is calculated as that proportion of total contract value which costs to date bear to total expected costs for that contract.

Finance costs

Finance costs comprise interest payable on bank overdrafts and bank charges and are recognised on an accruals basis.

Property, plant and equipment

Property, plant and equipment is carried at cost less accumulated depreciation and any recognised impairment in value. Cost comprises the aggregate amount paid to acquire assets and includes costs directly attributable to making the asset capable of operating as intended.

Depreciation is calculated to write down the cost of the assets to their residual values by equal instalments over the estimated useful economic lives as follows:

Computer equipment - 2 and 5 years

Fixtures and fittings - 2 and 3 years

Short leasehold property -lease term

The assets' residual values, useful lives and methods of depreciation are reviewed, and adjusted if appropriate on an annual basis. An asset is de-recognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income statement in the period that the asset is derecognised.

Intangible assets - research and development expenditure

Expenditure on research activities is recognised as an expense in the period in which it is incurred.

Development expenditure is capitalised only if all of the following conditions are met:

· development costs can be measured reliably;

· the project is technically and commercially feasible;

· future economic benefits are probable; and

· the Group has sufficient resources available to complete development and use the asset.

The expenditure capitalised includes only (i) the cost of gross direct labour that is directly attributable to preparing the asset for its intended use or (ii) third party costs incurred directly on the development activities above. The Company estimates the proportion of salaries cost that is directly attributable in respect of development costs.

Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Other research and development expenditure not meeting the above criteria is recognised in the income statement as incurred.

Impairment of non-current assets

At each balance sheet date, the Group reviews amounts of its intangible fixed assets and property, plant and equipment to determine whether there is any indication that these assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, which is the higher of its fair value less costs to sell and its value in use, is estimated in order to determine the extent of the impairment loss. Where the asset does not generate cash flows that are independent from other assets, the company estimates the recoverable amount of the cash-generating unit ("CGU") to which the asset belongs. For non-current assets excluding goodwill, the CGU is deemed to be cash generating asset or the trading company whichever is the smaller CGU. For goodwill, the CGU is deemed to be the business acquired.

An impairment charge is recognised in the income statement in the period in which it occurs. Where an impairment loss subsequently reverses due to a change in its original estimate, the carrying amount of the asset is increased to the revised estimate of its recoverable amount. The increased amount cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior periods.

Trade and other receivables

Trade receivables, which are generally received by the end of month following terms, are recognised and carried at the lower of their original invoiced value and recoverable amount. Provision is made when it is likely that the balance will not be recovered in full. Balances are written off when the probability of recovery is considered remote.

Cash and cash equivalents

Cash and cash equivalents comprise cash at bank and short-term deposits with an original maturity of three months or less. Bank overdrafts that are repayable on demand and form an integral part of cash management are included as components of cash and cash equivalents for the purposes of the cash flow statement.

Trade and other payables

Trade and other payables are recognised at original cost.

Foreign currencies transactions

Transactions denominated in foreign currencies are translated at the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the year end are translated at the exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement.

Leased assets

Leases are classified as finance leases when the terms of the lease transfer substantially all the risks and rewards of ownership to the Group. All other leases are classified as operating leases.

The Group has a short lease on its premises. This is accounted for as an 'operating lease' and the rental charges are charged to the income statement on a straight line basis over the life of the lease. Other operating leases are treated in the same manner.

Share-based payments

The Group provides benefits to employees (including Directors) of the Group in the form of share-based payment transactions, whereby employees render services in exchange for shares or rights over shares ('equity-settled transactions'). The fair value of the employee services rendered is determined by reference to the fair value of the shares awarded or options granted, excluding the impact of any non-market vesting conditions. All share options are valued using an option-pricing model (Black-Scholes). This fair value is charged to the income statement over the vesting period of the share-based payment scheme, with the corresponding increase in equity.

The value of the charge is adjusted in the income statement over the remainder of the vesting period to reflect expected and actual levels of options vesting, with the corresponding adjustment made in equity.

Income taxes

Current income tax assets and liabilities are measured at the amount expected to be recovered or paid to the taxation authorities based on tax rates and laws that are enacted or substantively enacted by the year end date. Deferred income tax is recognised using the balance sheet liability method, providing for temporary differences between the tax bases and the accounting bases of assets and liabilities. Deferred income tax is calculated on an undiscounted basis at the tax rates that are expected to apply in the period when the liability is settled and the asset is realised, based on tax rates and laws enacted or substantively enacted at the year-end date.

Deferred income tax liabilities are recognised for all temporary differences, except for an asset or liability in a transaction that is not a business combination and at the time of the transaction, effects neither the accounting profit nor taxable profit or loss.

Deferred income tax is charged or credited to the income statement, except when it relates to items charged or credited to equity, in which case the deferred tax is also dealt with in equity. Deferred income tax assets and liabilities are offset against each other only when the Company has a legally enforceable right to do so.

Deferred income tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences can be utilised.

Use of assumptions and estimates

The Group makes judgements, estimates and assumptions that effect the application of policies and reported amounts of assets and liabilities, income and expenses. The resulting accounting estimates calculated using these judgements and assumptions will, by definition, seldom equal the related actual results but are based on historical experience and expectations of future events. The Group estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision effects only that period, or in the period of revision and future periods if the revision effects both current and future periods.

The estimates and assumptions that have a significant effect on the amounts recognised in the financial statements are those related to establishing depreciation and amortisation periods and the estimates in relation to future cash flows and discount rates utilised in the impairment testing of intangible and tangible fixed assets.

The Group has estimated the proportion of salaries directly attributable to development costs, which were capitalised during the year 2015.

Change in accounting policies

A number of new standards and interpretations have become effective for the first time for the financial year beginning 1 January 2015, albeit with no significant impact on accounting policies or disclosure.

No new standards or interpretations have been adopted early in these financial statements. The following new standards, amendments to standards and interpretations will be mandatory for the first time in future financial years.

· IFRS 9 Financial Instruments (IASB effective date 1 January 2018)IFRS 14 Regulatory Deferral Accounts (effective 1 January 2016)

· IFRS 15 Revenue from Contracts with Customers (effective 1 January 2018)

· Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (IASB effective date 1 January 2016)

· Clarification of Acceptable Methods of Depreciation and Amortisation - Amendments to IAS 16 and IAS 38 (IASB effective date 1 January 2016)

· Annual Improvements to IFRSs 2012-2014 Cycle (effective 1 January 2016)

· Amendments to IAS 16 and IAS 41: Bearer Plants (effective 1 January 2016)

· Amendments to IAS 27: Equity Method in Separate Financial Statements (effective 1 January 2016)

Sale or Contribution of Assets between an Investor and its Associate or Joint Venture - Amendments to IFRS 10 and IAS 28 (effective 1 January 2016)

The revised standards will be adopted when effective in the Group's consolidated financial statements, although are not expected to have a significant impact on the Group.

Segmental analysis - operating segments

Segment information is presented in respect of the Group's operating segments. Segments are determined by reference to the internal reports reviewed by the Board.

The chief operating decision maker ("CODM") for the purpose of IFRS 8 is the executive management team. For the purpose of resource allocation and assessment of performance, the CODM regularly reviews information based on the goods and services at a revenue and EBITDA level.

The Group considers innovative solutions to the healthcare sector and the head office costs to be the only two reportable operating segments.

Innovative solutions to the healthcare sector represents Totally Health's activities.

Head office costs - these are central costs that are offset by internal cost recoveries from the Group's operating business.

No operating segments have been aggregated to form the above reportable segments. The Group's management reporting and controlling systems use the accounting policies that are the same as those referred to above.

Segmental analysis - segment measures

The Group measures the performance of its operating segments through a measure of segment profit or loss which is referred to as EBITDA. This measure is reported to the CODM for the purposes of resource allocation and assessment of performance.

Interest income, interest expense and income tax expense are not included in the EBITDA profit measure which is reviewed by the CODM. Tax and treasury balances are managed centrally.

Segment assets and liabilities are not regularly provided to the CODM. The Group has elected, as provided under IFRS 8 "Operating Segments" (amended 2009) not to disclose a measure of segment assets or liabilities where these amounts are not regularly provided to the CODM.

Inter-segment revenue is recorded at values that represent estimated third-party selling prices.

With respect to geographical regions, revenue is generally allocated to countries based on the location where the goods and services are provided. Non-current assets are disclosed according to the location of the businesses to which the assets relate. In 2015 and 2014, all segments operated solely in the UK, and as a result no secondary format is provided in the financial statements.

Segmental analysis - major customers

During the year there were 2 customers (2014: 2) which separately comprised 10% or more of revenue.

Primary reporting format - business segments

The table on page 24 of the Annual Report and Accounts sets out information for the Group's business segments for the years ended 31 December 2015 and 2014. Segment revenue represents revenue from external customers arising from the sale of goods and services.

The type of products sold by each segment is detailed in the Strategic Report. Segment results include items directly attributable to a segment as well as those that can be allocated on a reasonable basis.

Loss on operating activities before taxation