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UpgradeOne Health Group plc
(“One Health” or “OHG” or the “Company”)
Results for the year to 31 March 2023
One Health Group plc (AQSE: OHGR), a provider of NHS-funded medical procedures, is pleased to announce its audited results for the year ended 31 March 2023.
Financial Highlights
Operational Highlights
Outlook
All our key metrics are on an upward trajectory, and we are pleased to have achieved our forecasts for the last financial year. With the ever-increasing demand, we are confident we can achieve our future forecasts with organic growth supplemented by our own surgical capacity when required. We remain a nimble and agile company to take advantage of the opportunities offered in our part of the health sector.
It is exciting to be in a sector that has the potential to do so much good.
For more information, please contact:
One Health Group plc via Square1 Consulting
Oberon Capital – AQSE Corporate Adviser and Broker +44 203 179 5300
Nick Lovering
Mike Seabrook
Adam Pollock
Square1 Consulting +44 207 929 5599
David Bick +44 7831 381201
Chairman’s Statement
One Health Group was already an established business, when it underwent a successful IPO in November 2022 despite a challenging financial market environment at the time. This has given us the springboard to achieve our strategic goals in a fast moving and expanding healthcare market. We now have the capacity to take advantage of opportunities to aid the NHS in winning its battle to control elective surgery waiting lists. With a very long list of people waiting for surgery there is no shortage of patients, and we believe we have the ability to increase our capacity and productivity to be a significant partner to the NHS.
We have an ambitious growth strategy expanding from our present footprint in the North and Midlands of England. This is based on ever expanding our community surgical clinics in areas of poor provision. In tandem we continue to attract medical consultants to the group to help meet the ever-increasing demand. We are able to expand our surgical operating capacity in partnership with independent sector hospitals and the NHS. Post IPO we have the additional option of acquiring or building our own capacity where required.
We have a very experienced team of non-executive directors who are able to guide, monitor and advise our excellent management team in achieving these strategic goals.
One Health Group is asset light, its strength is in the people who work in the organisation. It would be remiss of me not to acknowledge the depth of ability and loyalty in all our staff who managed through the Covid pandemic to emerge with renewed enthusiasm to achieve our ambitious growth agenda.
CEO’s statement
This has been a year of strong post-pandemic recovery, during which we have widened our support of the NHS, helping to tackle the record number of NHS patients waiting for much needed care. It is now a generally accepted principle that the independent sector has an important part to play, working collaboratively with our NHS colleagues, in delivering significantly higher levels of activity to reverse this trend.
One Health’s business model is unique. Our national AQP status in the four specialties we provide, means we can support NHS patient demands anywhere in England subject to establishing the operational and clinical governance infrastructure to support delivery.
During the last financial year One Health delivered high quality care to almost 12,000 new patients, reducing the pressure on NHS capacity to focus on more complex, demanding patient needs. Over the same period, we carried out almost 30,000 consultations, and 6,300 surgical procedures, at no cost to the patient, funded by the NHS with patient safety paramount in everything we do.
For over 19 years, One Health has become embedded as a fundamental part of the local NHS supply chain for over 60 commissioners across England. In addition to increased demand through ‘Patient Choice’ GP referrals, there has been a notable increase in requests directly from local NHS trusts to help reduce their internal waiting lists.
With record demand for NHS care, the patients’ right to choose their care provider through ‘Patient Choice’ has never been more important, enabling them to access One Health’s high-quality treatment, quickly and free, with all activity funded by the NHS. The Government has plans to reinforce this message, educating patients, to ensure there is a greater understanding of ‘Patient Choice’ to ease pressure on the NHS infrastructure.
We continue to extend our community-based network of outreach clinics, taking the care to the patient and, reducing the need to travel. In addition, we have sourced significant additional theatre capacity by widening our network of independent hospital partners, delivering NHS patients into their facilities, from geographies outside their target areas. This makes us attractive as a way to increase utilisation of their private sector infrastructure.
As well as working in collaboration with our hospital partners to maximise and extend utilisation of their facilities, we continue to source new capacity in new geographies to support organic growth. This includes identifying areas with high NHS patient demand and little or no local surgical provision, where we will develop new, owned, surgical capacity through acquisition, partnerships, joint ventures, or new build.
Financial Review
Last year was a year of growth for One Health. Performance has exceeded market expectations and the company has maintained profit margins despite a challenging financial climate. Revenue increased 17% to £20.5m (2022: £17.5m)
This represents a strong recovery following two years of Covid-19 restrictions placed upon the healthcare sector. During the year the company benefited from new revenue streams in the form of waiting list transfers and assisting the NHS with the elective recovery plan following Covid-19.
Gross profit for the year was £3.6m (2022: £3.5m) with a gross profit margin of 18% (2022: 20%), both exceeding market expectations, while Adjusted EBITDA was £1.53m (2022: £1.38m) representing an 11% increase on the previous year and ahead of market expectations.
Adjusted earnings per share was 11.29p (2022: 11.13p). During the year 510,093 shares were issued mainly in relation to the exercise of share options. Net assets at the year-end were £5.7m (2022: £5.4m) of which £3.3m was cash (2022: £3.7m).
An interim dividend of 1.66p per share has been paid and a final dividend of 4.64p has been declared.
This cash position enables the company to adopt a progressive dividend policy and also means the company can invest in its future growth and development of surgical hubs.
About One Health Group
One Health engages over 100 NHS Consultants who sub-specialise in the various surgeries offered by the Company, through a growing network of community-based outreach clinics and surgical operating locations. One Health provides services to over 10,000 new patients every year, using surgeons and anaesthetists on a consultancy basis that are mostly employed by the NHS. It currently works with over 100 medical professionals across seven hospitals and approximately 30 CQC registered outreach clinics.
One Health’s activities are focused on areas where the patient needs are under-supplied by the local NHS service as well as locations where population density is relatively high, and the level of private medical insurance is relatively low. One Health has also sought to expand geographically from its Head Office in Sheffield into neighbouring counties, which meet the required criteria. Currently, the Company’s activities are focused in Yorkshire, Lincolnshire, Derbyshire, Nottinghamshire and Leicestershire.
One Health’s business model has focused to date on four main areas: being Spine, Orthopaedics, General Surgery and Gynaecology. The split of inpatient procedures in the year to 31 March 2023 was as follows: Spine 15% Orthopaedics 60% General Surgery 15% Gynaecology 10%.
Spine and orthopaedics are particularly attractive areas for One Health as the Directors believe that they benefit from powerful growth drivers in terms of an ageing demographic, physical inactivity and an increasing proportion of the population being categorised as obese. Within orthopaedics, the most common surgeries performed by One Health are knee and hip replacements
One Health Group Plc
Consolidated Statement of Comprehensive Income
for the Year Ended 31 March 2023
One Health Group Plc
Consolidated Balance Sheet
31 March 2023
One Health Group Plc
Consolidated Statement of Changes in Equity
for the Year Ended 31 March 2023
Notes to the Consolidated Financial Statements
for the Year Ended 31 March 2023
1. STATUTORY INFORMATION
One Health Group Plc is a public company, registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.
2. ACCOUNTING POLICIES
Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.
The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. The Directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios, alongside the measures that they can take to mitigate the impact of possible scenarios. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.
The accounts are presented in Sterling currency and rounded to the nearest pound.
Financial Reporting Standard 102 - reduced disclosure exemptions
The group has taken advantage of the exemption from disclosing the company key management personnel compensation, as required by FRS 102 paragraph 33.7.
Basis of consolidation
The group consolidated financial statements include the financial statements of the company and all of its subsidiary undertakings, together with the group's share of the results of associates made up to 31 March 2023.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which give it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.
Where a subsidiary has different accounting policies to the group, adjustments are made to those subsidiary financial statements to apply the group’s accounting policies when preparing the consolidated financial statements.
Any subsidiary undertakings or associates sold or acquired during the year are included up to, or from, the dates of change of control or change of significant influence respectively.
All intra-group transactions, balances, income and expenses are eliminated on consolidation. Adjustments are made to eliminate the profit or loss arising on transactions with associates to the extent of the group’s interest in the entity.
Significant judgements and estimates
In preparing the financial statements it is necessary to make certain judgements, estimates and assumptions that affect the amounts recognised in the financial statements. These assumptions are reassessed annually as part of the accounts preparation process.
The critical judgments that the directors have made in the process of applying the Group's accounting policies that have the most significant effect on the statutory financial statements are discussed below.
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of impairments identified during the current financial year.
Key sources of estimation uncertainty
(i) Determining useful economic lives of tangible fixed assets
The Group depreciates tangible fixed assets over their estimated useful lives. The estimation of the useful lives of assets is based on historic performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on variety of factors, including technological innovation, product life cycles and maintenance programmes.
The judgment is applied by management when determining the residual values for tangible fixed assets. When determining the residual value management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful life. Where possible this is done with reference to external market prices.
(ii) Recoverability of debtors
The Group establishes a provision for debtors that are estimated not to be recoverable. When assessing recoverability, the directors have considered factors such as the ageing of debtors, past experience of recoverability and the credit profile of individual or groups of customers.
(iii) Valuation of property
The freehold and investment property are subject to revaluations carried out on a regular basis. The split between properties is based on square footage of the properties. Four valuations are provided depending upon the varying occupancy options, and the average of the two most realistic scenarios is used for the revaluation exercise.
Turnover
Turnover consists of the provision of medical and clinical services, sale of medical implants, and recharge of direct costs incurred. Turnover is recognised when the procedure of consultation has taken place. All turnover is generated in the United Kingdom.
Dividend income is recognised when the right to receive payment is established.
Tangible fixed assets
Tangible assets are started at cost less accumulated depreciation and accumulated impairment losses. Depreciation on other assets is provided at the following annual rates in order to write off the cost, less estimated residual value of each asset over its estimated useful life.
Freehold property -2% straight line
Long leasehold -10% straight line
Plant and machinery -15% straight line
Fixtures and fittings -10% straight line
Computer equipment - 25% straight line
The assets' residual values. useful lives and depreciation methods are reviewed, if appropriate at the end of each reporting period. The effect of any change is accounted for prospectively.
Investment property
Investment property is shown at most recent valuation. Any aggregate surplus or deficit arising from changes in fair value is recognised in the Consolidated Income Statement.
Investment in a subsidiary company
Investment in subsidiary company is held at cost less accumulated impairment losses.
Financial instruments
The Group has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.
Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Basic financial liabilities, including trade and other payables, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.
Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade payables are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Cash and cash equivalents
Cash and cash equivalents include cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
Distributions to equity holders
Dividends and other distributions to company’s shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the company’s directors. These amounts are recognised in the statement of changes in equity.
Related party transactions
The company discloses transactions with related parties which are not wholly owned with the same group. It does not disclose transactions with its parent or with members of the same group that are wholly owned
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Current or deferred taxation assets and liabilities are not discounted.
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Hire purchase and leasing commitments
Rentals paid under operating leases are charged to the Consolidated Income Statement on a straight line basis over the period of the lease.
Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to the Consolidated Income Statement in the period to which they relate.
Employee benefits
The group provides a range of benefits to employees, including annual bonus arrangements, paid holiday arrangements and defined benefit and defined contribution pension plans.
Short term benefits, including holiday pay and other similar non-monetary benefits, are recognised as an expense in the period in which the service is received.
The group operates a number of country-specific defined contribution plans for its employees. A defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. Once the contributions have been paid the group has no further payment obligations. The contributions are recognised as an expense when they are due. Amounts not paid are shown in accruals in the balance sheet. The assets of the plan are held separately from the group in independently administered funds.
The group operates a number of annual bonus plans for employees. An expense is recognised in the profit and loss account when the group has a legal or constructive obligation to make payments under the plans as a result of past events and a reliable estimate of the obligation can be made.
The group provides share-based payment arrangements to certain employees. Equity-settled arrangements are measured at fair value (excluding the effect of non– market based vesting conditions) at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period. The amount recognised as an expense is adjusted to reflect the actual number of shares or options that will vest.
Where equity-settled arrangements are modified, and are of benefit to the employee, the incremental fair value is recognised over the period from the date of modification to date of vesting. Where a modification is not beneficial to the employee there is no change to the charge for share-based payment. Settlements and cancellations are treated as an acceleration of vesting and the unvested amount is recognised immediately in the income statement.
3. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4. TURNOVER
The turnover and profit before taxation are attributable to the principal activities of the group.
An analysis of turnover by class of business is given below:
5. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
6. DIVIDENDS
The total distribution of dividends for the year ended 31 March 2023 was £710,355 (2022; £nil)
Total dividend paid in respect of the financial year of 6.00p per share.
7. TANGIBLE FIXED ASSETS
TANGIBLE FIXED ASSET
The 31 March 2023 Valuations were carried out by Eddison’s, Chartered Surveyors.
8. INVESTMENT PROPERTY
The 31 March 2023 valuations were carried out by Eddison’s, Chartered Surveyors.
9. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade debtors are stated after a bad debt provision of £51,000 (2022: £51,000).
Amounts owed by group undertakings are unsecured, interest free, and have no fixed date of repayment, and are repayable on demand.
10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
LLP member accounts refers to the Capital and Current Account balances due to members and associates of the LLP's as at 31 March 2023.
Amounts owed by group undertakings are unsecured, interest free, and have no fixed date of repayment, and are repayable on demand.
11. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
12. LOANS
The loan is subject to a charge dated 28 May 2021 between the company and Handelsbanken plc.
The loan is for the purpose of purchasing the commercial and residential property and has a repayment date of 28 August 2024. Interest is charged at 2.75% above BEBR.
13. LEASING AGREEMENTS
Minimum lease payments fall due as follows:
14. SECURED DEBTS
The loan is subject to a charge dated 28 May 2021 between the company and Handelsbanken plc.
The loan is for the purpose of purchasing the commercial and residential property, and has a repayment date of 28 August 2024. Interest is charged at 2.75% above BEBR.
15. FINANCIAL INSTRUMENTS
Financial assets and liabilities are measured at fair value or amortised cost, and are referred to in the notes relating to debtors and creditors.
16. PROVISIONS FOR LIABILITIES
17. CALLED UP SHARE CAPITAL
510,093 Ordinary shares of £0.005 each were allotted as fully paid at a premium of 140p per share during the year.
The share capital was subdivided from £0.001 ordinary shares to £0.005 ordinary shares on 24 October 2022. £40,000 of reserves were transferred to share capital in October 2022 and a further £2,551 of share capital was issued during the year.
18. RESERVES
Retained earnings
The retained earnings account includes all current year and prior year profits earnt.
Share option reserve
The share option reserve includes the cumulative charge recognised for share based payments, less any credits for options that have been excised or cancelled.
Share premium
Share premium account represents the excess of the issue price over the nominal value of shares issued.
Revaluation reserve
The revaluation reserve represents the fair value gains recognised in respect of the Group’s freehold and investment property portfolio.
19. SHARE-BASED PAYMENT TRANSACTIONS
The group operates two share-based payment schemes for its employees and consultants; one approved EMI scheme to employees and one unapproved scheme to consultants.
A) Employee share option scheme
Employees were are granted share options in the company as part of the employee share scheme. The options are granted with a fixed exercise price, are exercisable two years after the date of grant and expire ten years after the date of grant.
Employees are not entitled to dividends until the shares are exercised. Employees are required to remain in employment with the group until exercise, otherwise the awards lapse. On exercise of the options by the employees, the group issues equity shares previously held as treasury shares by the Employee Benefit Trust.
B) Unapproved share option scheme
In addition to the employee share option scheme, certain consultants participate in being offered share options in the unapproved scheme. The options are granted with a fixed exercise price, are exercisable two years after the date of grant and expire ten years after the date of grant.
Consultants are not entitled to dividends until the shares are exercised. Vesting of the options is subject to continued involvement with the group.
On exercise of the options by the consultants, the group issues new equity shares.
All schemes
A reconciliation of share option movements over the year to 31 March 2023 is shown below:
All the options vested in February 2023, and the charge for the year was £360,443 (2022: £272,133).
One Health Group utilises specialist consultants and healthcare managers working together to provide the best possible diagnosis and treatment for our patients.
