REG - Tristel PLC - Audited Preliminary Results
16/10/2023 07:00
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RNS Number : 1925Q Tristel PLC 16 October 2023
The information communicated in this announcement contains inside information
for the purposes of Article 7 of the Market Abuse Regulation (EU) No.
596/2014.
Tristel plc
("Tristel", the "Company" or the "Group")
Audited Preliminary Results
for the year ended 30 June 2023
Sales and adjusted PBT ahead of consensus forecasts
Strongest ever outlook in Tristel's 30 year history driven by key North
American regulatory approvals
Tristel plc (AIM: TSTL), the manufacturer of infection prevention products for
hospitals, announces its audited preliminary results for the year ended 30
June 2023, showing strong revenue growth from continuing products well ahead
of internal
growth targets. The business continues to be profitable with high gross
margins and remains both debt free and cash generative.
The Company's core business is the sale to hospitals of its proprietary
chlorine dioxide chemistry for the decontamination of medical devices under
the Tristel (https://tristel.com/) brand (86% of total sales), and for the
sporicidal disinfection of environmental surfaces under the Cache
(https://thecachecollection.com/) brand (9% of total sales).
Financial Highlights
· Turnover of £36.0m (2022: £31.1m), a 16% increase. 22% growth
to £36.0m from continuing products (2022: £29.6m)
· Overseas sales continue to grow, up 17% to £23.5m (2022:
£20.1m), representing 65% of total sales (2022: 65%)
· Gross margin increased to 81% (2022: 80%)
· Adjusted EBITDA* margin of 25% (2022: 24%)
· Adjusted pre-tax profit* of £6.2m (2022: £4.5m) slightly above
consensus forecasts
· Reported pre-tax profit of £5.1m (2022: £1.6m)
· Adjusted EPS* up 39% to 10.67p (2022: 7.68p). Basic EPS of 9.44p
(2022: 2.09p)
· Dividend per share for the full year up 10% to 10.50p (2022:
9.55p)
· Cash of £9.5m (2022: £8.9m), with continued strong operating
cashflow of £8.4m in the year (2022: £5.6m)
* before share-based payments, and impairment of intangibles in FY 2022
Operational Highlights
· US FDA Class II device approval for Tristel ULT as a high-level disinfectant for ultrasound probes, with nationwide launch underway
· Regulatory approval in Canada for Tristel OPH as a high-level disinfectant for ophthalmic devices with first sales recorded in Q1 FY 2024
· Majority of UK and European regulatory approvals for Cache product range expected to be secured in FY 2024
· Continued investment in exciting pipeline of new product innovations
Paul Swinney, Chief Executive of Tristel plc, said: "The enormous achievement
of the year has been the FDA approval, which enables us to enter the largest
healthcare market in the world. We will also be able to leverage the
significance of an FDA approval in countries that look to the USA regulator
for their own practice. This includes Central and South America. We now have
the opportunity to establish a global footprint for our products and
technology.
We have commenced manufacture and have shipped product to our first customers
in the USA. The outlook for the Company is the strongest it has been in its
30-year history."
CFO video & investor presentations
Please find a link to a video overview relating to the Company's preliminary
results from the Group's Chief Financial Officer, Liz Dixon here -
https://stream.brrmedia.co.uk/broadcast/6529123cebb7e6c1a1dcb0da
(https://stream.brrmedia.co.uk/broadcast/6529123cebb7e6c1a1dcb0da) .
Paul Swinney, CEO, and Liz Dixon, CFO, will present the Company's results via
the Investor Meet Company platform today at 11:30 BST. The presentation will
also be available for playback after the event. Investors can sign up to
Investor Meet Company for free and add to meet Tristel plc via:
https://www.investormeetcompany.com/tristel-plc/register-investor
(https://www.investormeetcompany.com/tristel-plc/register-investor)
An in-person presentation will take place at 16:30 BST, which is open to all
existing and potential shareholders. The Company will welcome investors to 85
Gresham Street, London, EC2V 7NQ from 4.15pm for a 4.30pm start and will be
followed by refreshments. If you would like to attend, please contact Walbrook
PR on 020 7933 8780 or email tristel@walbrookpr.com
(mailto:tristel@walbrookpr.com) .
The results presentation is available on the Company's
website: https://tristelgroup.com/ (https://tristelgroup.com/)
For further information please contact:
Tristel plc https://tristelgroup.com/ (https://tristelgroup.com/)
Paul Swinney, Chief Executive Officer via Walbrook PR
Liz Dixon, Chief Financial Officer
Walbrook PR Ltd Tel: +44 (0)20 7933 8780 or tristel@walbrookpr.com
(mailto:tristel@walbrookpr.com)
Paul McManus / Lianne Applegarth / Mob: +44 (0)7980 541 893 / +44 (0)7584 391 303
Charlotte Edgar +44 (0)7884 664 686
Cavendish Tel: +44 (0)20 7220 0500
Geoff Nash/ Charlie Beeson (Corporate Finance)
Sunila de Silva (ECM)
Chairman's Statement
GROUP STRATEGY
The Group continues to focus on the global hospital market, using its
proprietary chlorine dioxide chemistry for two applications: the
decontamination of medical devices under the Tristel brand, and the
disinfection of environmental surfaces under the Cache brand.
During the year we achieved the milestone of securing De Novo clearance for
our hand-held high-level disinfectant, Tristel ULT, from the United States
Food and Drug Administration (FDA). The agency has approved Tristel ULT as a
Class II device for endocavity ultrasound probes and skin surface transducers.
This approval complements an earlier approval that we received from the United
State Environmental Protection Agency (EPA) for our chemistry's use in the
same packaging format, but for general surfaces in the ultrasound setting. In
granting its approval the FDA has created a new category of high-level
disinfectant being a foam or gel. This format implies application to the
device by hand, which is the USP of Tristel's high-level medical device
disinfectants: they are applied by hand rather than administered inside a
machine.
Today, Tristel is the market leader in Europe, Middle East and Asia-Pacific in
manual high-level disinfection of heat sensitive non-lumened diagnostic
medical devices. During the current financial year we will enter the North
American market and our ambition to become the global market leader can be
further pursued. We are delighted to announce that manufacturing has begun
in the USA and we have already shipped our first orders to customers.
During the year, 35% of our revenues were generated in the United Kingdom and
65% in the rest of the world. Throughout the 40 countries in which we actively
market our products, the number of diagnostic procedures involving medical
devices that can be disinfected by a Tristel product increased to pre-pandemic
levels. During the year, Tristel medical device disinfectant revenue, which is
driven by the number of diagnostic procedures, increased to £30.8m from
£25.4m in the previous year, and £20.8m in FY19, the year before COVID-19
disrupted hospital services worldwide.
Our second product range, Cache, made much slower progress during the year.
Revenue was £3.3m compared to £3.2m in the previous year. Part of the new
Cache range is still in the product design and testing stage, and a further
portion of the range is waiting for regulatory approvals in key markets. In
Europe, CE marking is required for medical device disinfectants, and whilst
the Cache product range is intended for environmental surfaces, many of the
surfaces around the patient are considered medical devices requiring CE
marking as well as approval under the European Biocidal Products Regulation.
Post Brexit, the UK introduced UKCA Marking Certification for medical devices,
and we are waiting to receive UKCA approval for the new Cache products.
These approvals have taken longer than originally anticipated but we are
confident that the majority will be secured in the current financial year,
giving us the opportunity to deliver significant growth in sales of the Cache
product range going forward.
INVESTING IN GROWTH
The regulatory environment in which we are operating is becoming ever more
complicated and demanding and we must comply with parallel (and sometimes
competing) regulatory frameworks. Compliance can only be achieved by building
the best Quality Assurance and Regulatory Affairs teams in a highly
competitive market for such skills and we have invested in this capability
consistently over the course of the past five years. Furthermore, highly
regulated products require highly technical marketing and we have also
invested heavily in our marketing and technical support functions during the
year.
We continue to invest in the best systems for a business of our size and
complexity. The organisation is deeply committed to a digital transformation
programme across all facets of our operation. Equally, we have committed
significant expenditure in our IT and cyber security infrastructure,
increasing spend to £1.2m from £0.8m in the previous year.
New product development is a key focus for the Board and we continued to
invest during the year in three areas:
· The 3T platform which is our app-based Train, Trace and Test tool
that enables a user of a Tristel medical device high-level disinfectant to
record all steps of the decontamination process.
· AI - capabilities incorporated into the app that enable objective
verification that the key steps in the decontamination process have been
performed correctly.
· Colour change technology - visual indicators that provide
compliance training tools for the user and which can be incorporated into the
decontamination process to ensure key steps in the decontamination process are
performed correctly.
We made 62 patent applications during the year and six applications went to
grant. During the year we invested £0.9m in product development and £0.3m in
securing and maintaining intellectual property protection.
NORTH AMERICA
During the current financial year, we will launch Tristel ULT in the United
States for the high-level disinfection of ultrasound probes. Our business
partner for North and South America is Parker Laboratories Inc, located in New
Jersey, who will manufacture our products and will sell Tristel ULT through
its well-established distribution network. Parker's own product range is
focussed on the conductive gels that are used in every ultrasound scan and the
Parker gel and the Tristel hand-applied high-level disinfectant are perfect
complementary products for all ultrasound scans, of which we estimate 215
million are performed annually in the United States.
In Canada we have secured approval from Canada Health for Tristel OPH as a
high-level disinfectant for ophthalmic devices and have appointed Innova
Medical as our distributor into the Canadian ophthalmic market. Sales have
commenced in the first quarter of financial year 2024.
OUR PEOPLE
I would like to thank our employees for their commitment throughout the year.
Breaking into the North American market is a remarkable achievement for the
Company and the team that worked tirelessly on the FDA submission over many
years. By securing approval from the FDA we have joined a very small group of
high-level disinfectant products that are approved for sale in the world's
largest ultrasound market, and we have done so with a technology and product
format that our young business invented twenty years ago. Today, the
organisation has matured into a globally recognised force in the infection
prevention industry - an achievement that we can attribute to the creativity
and resourcefulness of our employees.
RESULTS
Our gross profit margin increased slightly to 81% (restated 2022: 80%).
Overheads (excluding share-based payments, depreciation and amortisation) rose
by 14% from £17.3m to £19.9m, principally due to the increase in headcount
from 204 to 224. The associated increase in wages and salaries was £1.7m
(excluding share-based payments).
Adjusted pre-tax profit (before share-based payments of £1.1m and impairments
of nil) rose 35% from £4.6m to £6.2m. Statutory pre-tax profit increased to
£5.1m from £1.6m and the statutory margin rose to 14% from 5%. Charges
associated with share-based payments have been included as adjusting items.
Although share-based compensation is an important aspect of the compensation
of our employees and executives, management believes it is useful to exclude
share-based compensation expenses from adjusted profit measures to better
understand the long-term performance of the underlying business.
Earnings per share (EPS) (adjusted for the add-back of the share-based payment
charge and impairment charges) was 10.67 pence (restated 2022: 7.68 pence).
Basic EPS was 9.44 pence (restated 2022: 2.09 pence) and diluted EPS was 9.34
pence (restated 2022: 2.07 pence).
See note 9 for reconciliation of non-GAAP measures.
BALANCE SHEET, CASH AND DIVIDEND
The Group has continued to be highly cash generative during the year and the
balance sheet is debt free (with the exception of lease liabilities). The
combined cash and short-term deposit balance at 30 June 2023 was £9.5m, with
£2.9m being on short term deposit (2022: £8.9m).
The Board is recommending a final dividend of 7.88 pence (2022: 3.93 pence).
Combined with the interim dividend of 2.62 pence, the total dividend pay-out
for the year will be 10.5 pence per share, a 10% increase on last year's total
dividend pay-out of 9.55 pence, which included a special dividend of 3
pence. Going forward the Board's intention is to increase the dividend
annually in line with the year's increase in EPS, committing to minimum
dividend growth of 5%. This final dividend will be paid on 22 December 2023,
to shareholders on the register on 24 November 2023, the associated
ex-dividend date is 23 November 2023.
OUTLOOK
During 2022 we rationalised our product portfolio to further improve gross
margins, sharpen our focus on the hospital market and our chlorine dioxide
technology. During 2023 the negative impact on our business of both Brexit and
COVID-19 receded and we resumed both top and bottom-line growth. We now have a
normalised marketplace in all 40 countries in which we operate and access to
the North American market. The growth possibilities for the Company are
stronger than ever.
Dr Bruno Holthof
Non Executive Chair
16 October 2023
Chief Executive's Report
Overview
The year ended 30 June 2023 was encouraging for the Group. The highlights
were:
· The beneficial impact of the product portfolio rationalisation,
which was completed during 2022, flowed through to the results for 2023;
· The negative impact of both Brexit and COVID-19 receded and we
resumed top and bottom-line growth in line with our pre-pandemic trajectory;
· We gained clearance from the United States Food and Drug
Administration for our Tristel ULT high-level disinfectant and we will be
actively promoting our medical device disinfectants in North America during
2024.
Financial targets
In October 2022 we established our financial plan for the three years to 30
June 2025, which was a continuation of the plan for the prior three-year
period ending in June 2022. The three key financial targets of both the old
and new plans are:
i) sales growth in the range of 10% to 15% per annum
as an annual average over the three years;
ii) the achievement in each year of an EBITDA margin
(excluding share-based payment charge) of at least 25%, and
iii) to increase profit before tax (excluding
share-based payments) year-on-year, independently of the other two targets.
The COVID-19 pandemic and the disruption to NHS purchasing patterns caused by
Brexit negatively impacted our performance over the period. The business is
now in a much stronger position. For transparency, our performance against the
targets set in 2019 has been:
Financial year Revenue Annual revenue growth Average revenue growth *Adjusted EBITDA margin % Increase in profit before tax (excluding SBP charge)
£m
Ended 30.06.19 (base year) 26.2 - - - -
Ended 30.06.20 31.7 21.0% 21.0% 30.9% Yes
Ended 30.06.21 - restated 31.0 -2.2% 9.4% 27.1% No
Ended 30.06.22 31.1 0.3% 6.4% 24.0% No
Ended 30.06.23 36.0 16% 4.7% 24.9% Yes
*See note 9.
Our marketplace and technology
Our entire business is focussed on preventing the transmission of microbes
from one object or person to another. We pursue this purpose because microbes
are the cause of infection in humans. They can cause illness or death and
place a heavy cost on individuals and society. We achieve our purpose by
developing products based upon a very powerful disinfectant: chlorine dioxide,
of which we have a proprietary formulation.
Our mission is most relevant to hospitals where the risk of transmission of
infection between individuals is highest. Infection prevention is a basic
requirement for the safe and effective provision of healthcare, true for all
hospitals in all countries. Over 98% of our revenues are of consumable
products performing a vital function that is non-discretionary.
Our strategy focusses upon our proprietary chlorine dioxide chemistry and two
principal applications for it: first, the high-level disinfection of medical
devices under the Tristel brand (accounting for 86% of continuing product
revenues in the year); and second, the disinfection of surfaces in hospitals
under the Cache brand (accounting for 9% of continuing product revenues in the
year). Within this second activity, we make a distinction between sporicidal
efficacy that is achieved with the use of our chlorine dioxide chemistry, and
the low-level performance claims that are made by most other disinfectant
chemistries. Our objective is to create a clearly identifiable segment within
surface disinfection for sporicidal products and to be the global market
leader in this segment.
With respect to Tristel, our proposition is unique in two respects: first, we
are the only provider of chlorine dioxide-based high-level disinfectants
validated and regulated for use with semi-critical medical devices; and
second, we are unique in applying the active ingredient in a manual process.
Other high-level disinfection processes using the active ingredients peracetic
acid and hydrogen peroxide - alternatives to chlorine dioxide - require
automated equipment to contain and control the chemistry.
Manual application means Tristel products are ideally suited for hospital
departments that carry out diagnostic procedures with small heat-sensitive
medical instruments. These include: nasendoscopes used in Ear, Nose and Throat
departments; laryngoscope blades used in emergency medicine; cardio echo
probes used in the diagnosis of heart disease; tonometers used in
ophthalmology, and ultrasound probes used in both women and men's health. In
these areas of the hospital, we are the simplest, quickest, and most
affordable high-performance disinfection method available. Consequently, in
geographical markets in which we have been present for some time, we hold
truly significant market share.
The cleaning and disinfection of environmental surfaces in hospitals is
ubiquitous and the global expenditure by hospitals on surface disinfection is
far greater than the expenditure on decontaminating medical devices. The
capability of a disinfectant to kill bacterial spores is the defining hallmark
of the best-performing biocides, and chlorine dioxide is one of the elite
chemistries that can kill spores.
Revenue
We segment our business to reflect our corporate strategy and geographical
spread. We have developed distinctly different brands for the two product
categories: Tristel for medical device disinfection and Cache for sporicidal
surface disinfection. Our strategic intention is to develop the Tristel and
Cache brands and product portfolios with a significant degree of independence
from each other, but both anchored upon our chlorine dioxide technology
platform and using the same sales teams in all countries.
The other product category, which we regard as non-core, represents a
much-reduced number of products that were not discontinued in our
rationalisation programme, and whose remaining product life span is relatively
short.
During the year, the revenue split across these product categories was:
£m Brand Revenue % of total Revenue % of total
2021-22 2022-23
Medical device decontamination in hospitals Tristel 25.4 82% 30.8 86%
Environmental surface disinfection in hospitals Cache 3.2 10% 3.3 9%
Other - non-core Various 1.0 3% 1.9 5%
Continuing products 29.6 95% 36.0 100%
Discontinued products Various 1.5 5% 0 0%
Group 31.1 100% 36.0 100%
Revenue by channel
We sell our products directly to end-users in those markets in which we have
established a subsidiary, and through distributors in markets where we have no
corporate presence. During the year, the revenue split by sales channel was:
2021-22 Revenue 2022-23 Revenue Year-on-Year change Percentage change
Hospital medical device decontamination: Tristel
UK 9.7 11.9 2.2 23%
Australia 3.0 3.5 0.5 17%
Germany 4.5 5.0 0.5 11%
Western Europe 4.2 5.2 1.0 24%
Italy 1.0 1.4 0.4 40%
Other ROW 3.0 3.8 0.8 27%
Tristel global 25.4 30.8 5.4 21%
Hospital environmental surface disinfection: Cache
UK 2.3 2.4 0.1 4%
Australia 0.1 0.1 - -
Germany 0.1 0.1 - -
Western Europe 0.2 0.2 - -
Italy 0.0 0.0 - -
Other ROW 0.5 0.5 - -
Cache global 3.2 3.3 0.1 3%
Other revenue: various brands 1.0 1.9 0.9 90%
Continuing products 29.6 36.0 6.4 22%
Discontinued products 1.5 0 (1.5) (100%)
Group 31.1 36.0 4.9 16%
Revenue by geography
The proportion of our revenue generated in overseas markets continued to
increase and reached 65%. The history over the previous five years is shown in
the table below.
2017-18 2018-19 2019-20 2020-21 2021-22 2022-23
Revenue split %
UK 49% 45% 40% 37% 35% 35%
Overseas 51% 55% 60% 63% 65% 65%
Annual revenue growth %
UK 2% 9% 7% -10% -3% 14%
Overseas 19% 26% 32% 3% 2% 17%
*Sales made to international distributors are included within overseas in the
above table to align with the location of the end customer. As these sales
originate within the UK subsidiary, for segmental reporting purposes they are
included within the UK.
We have 14 subsidiaries selling directly into the hospital marketplace in the
United Kingdom, Belgium, the Netherlands, France, Italy, Germany, Switzerland,
Poland, Hong Kong, China, Malaysia, Singapore, Australia, and New Zealand. We
have subsidiaries in the United States, Japan, India, Spain and Ireland which
are not yet active in terms of selling. We closed our Russian subsidiary early
in FY22.
During the year, in another 26 countries, we sold products through national
distributors.
Our Strategic Assets
We consider the assets that enable the Group to achieve its strategic goals to
be:
Our chlorine dioxide chemistry
There are three critically important elements that account for the unique
positioning of our chlorine dioxide chemistry:
1. The proprietary formulation,
2. Our focus over two decades on exploring the potential for chlorine
dioxide in the decontamination of medical instruments. There is another
application for chlorine dioxide chemistry which all other businesses have
concentrated upon which is water treatment. From the inception of our business
in the 1990's we looked in a different direction - towards medical device
disinfection - a direction which others have not followed, and this has given
us the pioneer's advantage,
3. The length of time that we have enjoyed this pioneer position has
allowed us to collate a significant body of knowledge, including published
scientific data, the testimony of almost two decades of safe use, a
significant global footprint of regulatory approvals and a library of proven
compatibility with hundreds of medical instruments, all of which would take a
new entrant significant time and cost to match.
Our regulatory programme succeeded in attaining 16 approvals for 11 products
in nine countries during the year. This includes FDA grant of the De Novo
request for Tristel ULT.
Intellectual property protection
On 30 June 2023, we held 142 patents granted in 32 countries providing legal
protection for our products.
In its broadest sense, our intellectual property relates to:
1. Patents, trademarks and registered designs,
2. The scientific validation of our chemistry and our products that
have entered the public domain, via a number of peer-reviewed and published
papers,
3. The certification by medical device manufacturers that our
chemistry is compatible with their products. We enjoy official compatibility
with the instrumentation of 56 medical device manufacturer, with respect to
1,449 of their individual models.
Our people possess an unrivalled body of knowledge relating both to infection
prevention and to chlorine dioxide, and they are a key asset for the future of
our business. Their domain knowledge relates to the manufacture of chlorine
dioxide-based products and their development. The Company's R&D investment
focusses exclusively on our proprietary technology, searching for improvements
in microbial efficacy, reductions in hazards, and greater efficiency in
manufacture. In parallel, we invest in the creation of packaging and delivery
forms that enhance and simplify the delivery of the chemistry and the user
experience.
Progress in North America
The Company made significant progress in North America during the year. The
key event in June was the clearance by the FDA which completed its review of
the Company's De Novo request for classification (Class II) of Tristel ULT as
a high-level disinfectant, and granted its approval for sale.
Tristel Duo, the Company's intermediate level disinfectant approved by the US
Environmental Protection Agency (EPA) for use on the ultrasound console and
the non-invasive parts of the endocavity probe, was registered in all states
in the USA.
The nationwide launch of Tristel ULT will commence on October 2023. The
Company has established a manufacturing base with Parker Laboratories Inc.,
New Jersey, and will utilise Parker's national distribution network for the
ultrasound market.
In Canada, the Company launched Tristel OPH as a high-level disinfectant for
ophthalmic devices at the country's Infection Prevention Conference in May
2023.
Outlook
The enormous achievement of the year has been to gain FDA approval, thereby
gaining access to the largest healthcare market in the world and creating the
opportunity to leverage the significance of an FDA approval in countries that
look to the USA regulator for their own practice. This includes Central and
South America. We now have the opportunity to establish a global footprint for
our products and technology. The outlook for the Company is the strongest it
has been in its 30 year history.
Paul Swinney
Chief Executive Officer
Tristel plc
Tristel plc
Consolidated Income Statement for the Year Ended 30 June 2023
*Restated
Note 2023 2022
£ 000
£ 000
Revenue 3 36,009 31,123
Cost of sales (6,834) (6,182)
Gross profit 29,175 24,941
Distribution expenses (323) (282)
Share based payments (1,061) (596)
Depreciation, amortisation and impairments (2,618) (5,216)
Administrative expenses, excluding share-based payments, depreciation, (19,896) (17,265)
amortisation and impairment
Total administrative expenses (23,575)
(23,077)
Other operating income 4 167
Operating profit 5,281 1,749
Finance income 10 1
Finance costs (179) (195)
Net finance cost (169) (194)
Profit before tax 5,112 1,555
Income tax expense 4 (651) (568)
Profit for the year 4,461 987
Profit attributable to:
Owners of the company 4,461 987
Earnings per share from total and continuing operations attributable to equity
holders of the parent
2023 2022
Restated
Basic - pence 6 9.44 2.09
Diluted - pence 6 9.34 2.07
The above results were derived from continuing operations.
* The Group has reconsidered its accounting policy for the presentation of
distribution costs in the income statement. The prior year income statement
has been restated for the reclassification of costs between cost of sales and
distribution costs. As a result, the prior year has been restated to reflect
a decrease in the cost of sales of £282,000 with a corresponding increase in
distribution expenses. Note 8 details the only change to the profit before
tax and profit after tax for financial year 2022.
Tristel Plc
Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2023
2023 2022
£ 000
£ 000
Profit for the year 4,461 987
Items that may be reclassified subsequently to profit or loss
Foreign currency translation gains/(losses) (214) 138
Total comprehensive income for the year 4,247 1,125
Total comprehensive income attributable to:
Owners of the company 4,247 1,125
Tristel Plc
(Registration number: 04728199)
Consolidated Statement of Financial Position as at 30 June 2023
Restated Restated
30 June 2023 30 June 2022 1 July 2021
Note £000 £000 £000
Assets
Non-current Assets
Property, plant and equipment 2,922 2,791 3,119
Right of use assets 4,905 5,568 6,083
Goodwill 5,156 5,242 5,265
Intangible assets 4,757 4,318 6,704
Deferred tax assets 1,286 1,826 2,822
19,026 19,565 23,993
Current assets
Inventories 4,569 4,420 4,266
Trade and other receivables 7,081 5,851 5,255
Income tax receivable 1,146 962 170
Short term investments 2,432 - -
Cash and cash equivalents 7,113 8,883 8,094
22,341 20,116 17,785
Total assets 41,367 39,681 41,778
Equity and liabilities
Equity
Share capital 7 474 473 471
Share premium 14,188 13,996 13,600
Foreign currency translation reserve (279) (65) (203)
Merger reserve 2,205 2,205 2,205
Retained earnings 14,089 13,078 15,334
Equity attributable to owners of the company 30,677 29,687 31,407
Non-controlling interests 7 7 7
Total Equity 30,684 29,694 31,414
Non-Current liabilities
Lease liabilities 4,321 4,854 5,372
Deferred tax liabilities 599 720 637
4,920 5,574 6,009
Current Liabilities
Trade and other payables 4,801 3,222 3,476
Income tax payable 103 - -
Lease liabilities 859 942 629
5,763 4,413 4,355
Total liabilities 10,683 9,987 10,364
Total equity and liabilities 41,367 39,681 41,778
Tristel Plc
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2023
Note Share capital Share premium Foreign currency translation Merger reserve Retained earnings Total Non- controlling interests Total equity
£ 000
£ 000
£ 000
£ 000
£ 000
£ 000
£ 000
£ 000
At 1 July 2022 473 13,996 (65) 2,205 12,371 28,980 7 28,987
Deferred tax asset restatement 8 - - - - 333 333 - 333
IFRS 16 Restatement 8 - - - - 374 374 - 374
As restated at 1 July 2022 473 13,996 (65) 2,205 13,078 29,687 7 29,694
Profit for the year - - - - 4,461 4,461 - 4,461
Exchange difference on translation of foreign operations - - (214) - - (214) - (214)
Total comprehensive income - - (214) - 4,461 4,247 - 4,247
Dividends - - - - (4,511) (4,511) - (4,511)
New share capital subscribed 7 1 192 - - - 193 - 193
Share based payment transactions - - - - 1,061 1,061 - 1,061
At 30 June 2023 474 14,188 (279) 2,205 14,089 30,677 7 30,684
Right of use assets, deferred tax asset, lease liabilities and retained
earnings for the prior year have been restated. See note 8.
Note Share capital Share premium Foreign currency translation Merger reserve Restated* Restated* Non- controlling interests Restated*
£ 000
£ 000
£ 000
£ 000
£ 000
Retained earnings Total Total equity
£ 000
£ 000
£ 000
At 1 July 2021 - 471 13,600 (203) 2,205 14,687 30,760 7 30,767
Deferred tax asset restatement 8 - - - - 333 333 - 333
IFRS 16 restatement 8 - - - - 314 314 - 314
As at 1 July 2021 restated 471 13,600 (203) 2,205 15,334 31,407 7 31,414
Profit for the year - - - - 987 987 - 987
Exchange difference on translation of foreign operations - - 138 - - 138 - 138
Total comprehensive income - - 138 - 987 1,125 - 1,125
Dividends - - - - (3,091) (3,091) - (3,091)
New share capital subscribed 7 2 396 - - - 398 - 398
Deferred tax through equity - - - - (795) (795) - (795)
Current tax through equity - - - - 47 47 - 47
Share based payment transactions - - - - 596 596 - 596
At 30 June 2022 - restated 473 13,996 (65) 2,205 13,078 29,687 7 29,694
Tristel Plc
Consolidated Statement of Cash Flows for the Year Ended 30 June 2023
Restated
2023 2022
Cash flows from operating activities £000 £000
Profit before tax 5,112 1,555
Adjustments to cash flows from non-cash items
Depreciation of leased assets 1,000 968
Depreciation of plant, property & equipment 734 632
Impairment of goodwill 68 67
Amortisation of intangible assets 816 1,105
Impairment of intangibles - 2,439
Share based payments - IFRS 2 1,061 596
Loss on disposal of property, plant and equipment 69 20
Lease interest 177 193
Other interest 2 2
Finance income (10) (1)
9,029 7,576
Working capital adjustments
(Increase)/decrease in inventories (149) (154)
(Increase)/decrease in trade and other receivables (1,230) (596)
(Decrease)/increase in trade and other payables 1,330 114
Lease interest paid (177) (193)
Corporation tax paid (313) (772)
Net cash flow from operating activities 8,490 5,726
Cash flows from investing activities
Interest received 10 1
Purchase of intangible assets (1,570) (898)
Purchase of property plant and equipment (853) (305)
Cash deposit to short term investments (2,432) -
Net cash used in investing activities (4,845) (1,202)
Cash flows from financing activities
Payment of lease liabilities (1,126) (1,103)
Share issues 7 193 398
Dividends paid 5 (4,511) (3,091)
Net cash used in financing activities (5,444) (3,796)
Net increase in cash and cash equivalents (1,799) 728
Cash and cash equivalents at the beginning of the year 8,883 8,094
Exchange differences on cash and cash equivalents 29 61
Cash and cash equivalents at the end of the year 7,113 8,883
Net Funds - liabilities from financing activities and cash and cash
equivalents
Leases Cash and cash equivalents Short term investments Total
£000 £000 £000 £000
Net funds at 30 June 2021 (restated) (6,251) 8,094 - 1,843
Cash movement - 728 - 728
Payment of lease liabilities 1,103 - - 1,103
Lease interest (194) - - (194)
Acquisition - leases (427) - - (427)
Foreign exchange adjustments (27) 61 - (34)
Net funds as at 30 June 2022 (restated) (5,796) 8,883 - 3,087
Cash movement - (1,799) 2,432 633
Payment of lease liabilities 1,126 - - 1,126
Lease interest (176) - - (176)
Acquisition - leases (469) - - (465)
Terminations - leases 127 - - 124
Foreign exchange adjustments 7 29 - 36
Net funds as at 30 June 2023 (5,180) 7,113 2,432 4,365
1 Accounting Policies
Basis of accounting
This financial information has been prepared in accordance with UK adopted
international accounting standards and in accordance with the provisions of
the Companies act 2006.
Tristel plc, the Group's ultimate parent company, is a public limited company
incorporated and domiciled in the United Kingdom.
Basis of consolidation
The Group financial statements consolidate those of the Company and all of its
subsidiary undertakings drawn up to 30 June 2023. Subsidiaries are entities
over which the Group has rights or is exposed to variable returns from its
involvement with the investee and has the power to affect those returns by
controlling the financial and operating policies so as to obtain benefits from
its activities. The Group obtains and exercises control through voting rights
or IP held.
Unrealised gains on transactions between the Group and its subsidiaries are
eliminated. Unrealised losses are also eliminated unless the transaction
provides evidence of an impairment of the asset transferred. Amounts reported
in the financial statements of subsidiaries have been adjusted where necessary
to ensure consistency with the accounting policies adopted by the Group.
Acquisitions of subsidiaries are dealt with by the acquisition method. The
acquisition method involves the recognition at fair value of all identifiable
assets and liabilities, at the acquisition date, regardless of whether or not
they were recorded in the financial statements of the subsidiary prior to
acquisition. These fair values are also used as the basis for subsequent
measurement in accordance with the Group accounting policies. Goodwill is
stated after separating out identifiable intangible assets. Goodwill
represents the excess of the aggregate of the consideration transferred and
the amount of non-controlling interest over the fair value of the Group's
share of the identifiable net assets of the acquired subsidiary at the date of
acquisition.
Non-controlling interests, presented as part of equity, represent a proportion
of a subsidiary's profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries
between the assets of the parent and the non-controlling interests based on
their respective ownership interests.
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group 'controls' an
entity when it is exposed to, or has rights to, variable returns from its
involvement with the entity and has the ability to affect those returns
through its power over the entity. The financial statements of subsidiaries
are included in the consolidated financial statements from the date on which
control commences until the date on which control ceases. Interests in
subsidiaries are accounted for at cost less accumulated impairment losses.
Step acquisitions
Prior to control being obtained, the Company accounts for its investment in
the equity interests of an acquiree in accordance with the nature of the
investment by applying the relevant standard, e.g. IFRS 11 Joint Arrangements
or IFRS 9 Financial Instruments. As part of accounting for the business
combination, the Company remeasures any previously held interest at fair value
and takes this amount into account in the determination of goodwill as noted
above. Any resultant gain or loss is recognised in profit or loss or other
comprehensive income as appropriate.
Audit exemption
The Directors confirm that in accordance with sections 479A and 479C of the
Companies Act 2006, Tristel Plc, as parent company of the below entities, has
given a parental guarantee to enable those companies to claim exemption from
audit. This guarantee relates to the year ended 30 June 2023. The members of
this companies have agreed to the exemption from the audit by virtue of the
guarantee given by Tristel Plc, for the year ended 30 June 2023.
• Tristel International Limited - Registered number 07874262
• Scorcher Idea Limited - Registered number 04602679
• Tristel Solutions Limited - Registered number 03518312
Changes in accounting policy
Since 30 June 2023 a number of standards, amendments to or interpretations of
standards have been issued as shown by the following two tables, as follows:
Adoption of new and revised standards
The following accounting standards, interpretations and amendments have been
adopted by the Group in the Year Ended 30 June 2023:
Amendments to the following standards:
IFRS 3 Business combinations
IAS 16 Property, plant and equipment
IAS 37 provisions, contingent liabilities and contingent assets
These amended standards did not have a material effect on the Group.
Accounting standards not yet adopted by the Group
The following accounting standards, interpretations and amendments have been
issued by the IASB but had either not been adopted by the UK or were not yet
effective in the UK at 30 June 2023:
IAS 1 Presentation of Financial Statements: Non current liabilities with
covenants
IAS 12 Income Taxes: deferred tax related to assets and liabilities arising
from a single transaction and International tax reform - pillar two model
rules
IAS 7 Amendment in relation to Supplier finance
IFRS 16 Leases: Amendment - Leases on sale and leaseback
IFRS 17 Insurance Contracts
The Directors do not expect the standards above to have a material effect and
have chosen not to adopt any of the above standards and interpretations
earlier than required.
2. Publication non-statutory accounts
The financial information set out above does not constitute the company's
statutory accounts for the years ended 30 June 2023 or 2022 but is derived
from those accounts. Statutory accounts for 2022 have been delivered to the
registrar of companies, and those for 2023 will be delivered in due course.
The auditor has reported on those accounts; their reports were (i)
unqualified, (ii) did not include a reference to any matters to which the
auditor drew attention by way of emphasis without qualifying their report and
(iii) did not contain a statement under section 498 (2) or (3) of the
Companies Act 2006.
The Board of Tristel plc approved the release of this Preliminary Announcement
on 16 October 2023.
3 Segmental Analysis
The Group has reassessed it's operating segments and Group revenue lines are
split into fourteen geographic regions, which span the different Group
entities. In accordance with IFRS 8, aggregation criteria has been applied to
six operating segments where similar economic characteristics are shared. The
directors consider the operating segments to have similar economic
characteristics as they have similar operating margins, and the nature of
products sold, and customers are similar. Management consider these operating
regions under six reportable segments. The geographic segments consider the
location of the sale and product type sold, which is split into three sub
divisions. The Company's operating segments are identified initially from the
information which is reported to the chief operating decision maker which for
Tristel is the CEO.
The first product division concerns the manufacture and sale of medical device
decontamination products which are used primarily for infection control in
hospitals. These products generates approximately 86% of Company revenues
(2022: 82%).
The second division which constitutes 9% (2022: 10%) of the business activity,
relates to the manufacture and sale of hospital environmental surface
disinfection products.
The third division addresses the pharmaceutical and personal care product
manufacturing industries, veterinary and animal welfare sectors and has
generated 5% (2022: 8%) of the Company's revenues this year. A number of the
products contained within this division were discontinued during the prior
year.
The operation is monitored and measured on the basis of the key performance
indicators of each segment, these being revenue and profit before tax, and
strategic decisions are made on the basis of revenue and profit before tax
generating from each segment.
The Group's revenues from external customers are divided into the following
geographical areas:
Hospital medical device decontamination Hospital environmental surface disinfection Other revenues Total 2023 Profit Before Tax 2023
£000 £000 £000 £000 £000
UK to UK and Overseas distributors 11,895 2,381 1,017 15,294 4,179
Australia 3,504 22 134 3,660 165
Germany 4,979 40 89 5,108 230
Western Europe 5,244 240 347 5,831 262
Italy 1,429 5 - 1,434 65
Other ROW 3,766 608 309 4,683 211
Total 30,817 3,296 1,896 36,009 5,112
Hospital medical device decontamination Hospital environmental surface disinfection Other revenues Total 2022 Profit Before Tax 2022
£000 £000 £000 £000 £000
UK to UK and Overseas distributors 9,749 2,301 1,559 13,610 768
Australia 2,964 45 83 3,091 139
Germany 4,502 16 114 4,632 208
Western Europe 4,234 283 321 4,838 218
Italy 1,007 3 - 1,010 45
Other ROW 2,965 530 447 3,942 177
Total 25,422 3,178 2,523 31,123 1,555
Revenues from external customers in the Company's domicile (United Kingdom),
as well as its other major markets (Rest of the World) have been identified on
the basis of internal management reporting systems, which are also used for
VAT purposes.
Revenues derived from the UK (the largest CGU stated above) for 2023 were
£15.924m (2022: £13.610m). Revenues from all overseas subsidiaries total
£20.085m (2022: £17.513m.)
Hospital medical device decontamination revenues were derived from a large
number of customers but include £6.133m from a single customer in UK which
makes up 20% of this product category's revenue (2022: £4.572m, being 18%).
Hospital environmental surface disinfection revenues were derived from a
number of customers but include £1.82m from a single customer in the UK which
makes up 5% of this product category's revenue (2022: £1.636m, being 51%).
Other revenues also were derived from a number of customers, with the largest
customer in the UK accountable for £0.172m, which represents 7% of revenue
for that product category (2022: £0.124m, 5% from a single customer). During
the year 22% of the Group's total revenues were earned from a single customer
(2022: 20%).
Hospital medical device decontamination Hospital environmental surface disinfection Other revenues Total 2023
£000 £000 £000 £000
Revenue
From external customers 30,816 3,296 1,897 36,009
Cost of material (4,494) (1,437) (903) (6,834)
Gross profit 26,323 1,859 993 29,175
Gross margin 85% 56% 51% 81%
Centrally incurred income and expenses not attributable to individual
segments:
Distribution costs (323)
Depreciation and amortisation of non-financial assets (2,618)
Other administrative expenses (19,896)
Share-based payments (1,061)
Other income 4
Operating profit 5,281
Operating profit can be reconciled to Group profit before tax as follows:
Finance (expense) (169)
Total profit before tax 5,112
Hospital medical device decontamination Hospital environmental surface disinfection Other revenues Total 2022
£000 £000 £000 £000
Revenue
From external customers 25,422 3,178 2,523 31,123
Cost of material (3,883) (1,236) (1,063) (6,182)
Gross profit 21,539 1,942 1,460 24,941
Gross margin 85% 61% 58% 80%
Centrally incurred income and expenses not attributable to individual
segments:
Distribution costs (282)
Depreciation and amortisation of non-financial assets (2,772)
Other administrative expenses (17,270)
Share-based payments (596)
Other income 167
Impairment of intangible assets (2,439)
Operating profit 1,749
Operating profit can be reconciled to Group profit before tax as follows:
Finance (expense) (194)
Total profit before tax 1,555
4. Income Tax
Tax charged in the income statement
2023 2022
£000 £000
Current taxation
Current tax 285 284
Current tax adjustment to prior periods (53) -
232 284
Deferred tax
Arising from origination and reversal of temporary differences 817 114
UK deferred tax adjustment to prior periods (476) 314
Tax rate effect 78 (144)
419 284
Tax expense in the income statement 651 568
The tax on profit before tax for the year is lower than the standard rate of
corporation tax in the UK (2022 - higher than the standard rate of corporation
tax in the UK) of 20% (2022 - 19%).
The differences are reconciled below:
2023 2022
£ 000
£ 000
Profit before tax 5,112 1,555
Corporation tax at standard rate 1,048 295
Adjustment in respect of prior years (529) 314
Expenses not deductible for tax purposes 285 55
Increase from effect of foreign tax rates 46 25
Utilisation of previously recognised tax losses, recognised tax losses carried 464 118
forward and other differences
Tax rate differences 78 (144)
Enhanced relief on qualifying scientific research expenditure (98) (95)
Patent box relief (643) -
Total tax charge 651 568
5. Dividends
Amounts recognised as distributions to equity holders in the year:
2023 2022
£000 £000
Ordinary shares of 1p each
Final dividend for the year ended 30 June 2022 of 3.93p (2021: 3.93p) per 1,856 1,854
share
Special dividend for the Year Ended 30 June 2022 of 3.00p per share (2021: 1,417 -
nil)
Interim dividend for the Year Ended 30 June 2023 of 2.62p (2022: 2.62p) per 1,238 1,237
share
4,511 3,091
Proposed final dividend for the Year Ended 30 June 2023 of 7.88p (2022: 3.93p) 3,728 1,856
per share
Special dividend for the Year Ended 30 June 2022 of 3.00p per share (2021: - 1,417
nil)
The proposed final dividend is subject to approval by shareholders at the
forthcoming Annual General Meeting and has not been included as a liability in
the financial statements.
6. Earnings per share
The calculations of earnings per share are based on the following profits and
number of shares:
2023 2022
£000 £000
Retained profit for the financial year attributable to equity holders of the 4,461 987
parent
Shares Shares
'000 '000
Number Number
Weighted average number of ordinary shares for the purpose of basic earnings 47,247 47,187
per share
Share options 111 582
47,358 47,769
Earnings per ordinary share
Basic 9.44p 2.09p
Diluted 9.34p 2.07p
The Group also presents an adjusted basic earnings per share figure which
excludes the fair value movement on investments and impairments and
share-based payments charges:
2023 2022
£000 £000
Retained profit for the financial year attributable to equity holders of the 4,461 987
parent
Adjustments:
Impairment of intangible assets - 2,439
Share based payments 1,061 596
Tax on share-based-payments and impairment of intangible assets (483) (400)
Net adjustments 578 2,635
Adjusted earnings 5,039 3,622
Adjusted basic earnings per ordinary share 10.67p 7.68p
7. Share Capital
Allotted, called up and fully paid shares
2023 2022
No. 000 £ 000 No. 000 £ 000
Ordinary of £0.01 each 47,309 473.09 47,244 472.44
Number £000
30 June 2022 47,249,993 473
Issued during the year 85,000 1
30 June 2023 47,309,993 474
85,000 ordinary shares of 1 pence each, related to the exercise of employee
share options were issued during the year. (2022: 155,550). The weighted
average exercise price was £2.07 (2022: £3.15 ). The exercise of employee
share options in the year resulted in a movement in the share premium account
of £192,000 (2022: £396,000).
8. Prior year restatement
Restatement 1
During the current financial year the group adopted a suite of lease
accounting software. The software has outlined the need for a restatement of
the financial position of prior years which is detailed below. These
differences emerged from varying discount rate applications and omitted
leases, which in current year have been supplied by an independent third party
due to the lack of borrowing within the Group and rectified respectively. As a
result of the restatement, the operating profit before tax and profit after
tax for the year ended 30 June 2022 has increased by £60k from £927k to
£987k. As a result of the restatement the Earnings per share for the prior
year are restated to £2.09 previously £1.96. Diluted earnings per share for
the prior year are also restated to £2.07, previously £1.94.
Restatement 2
During the current financial year it was identified that a corporate tax
receivable balance had incorrectly been recorded as a sales tax payable in the
prior year. There was no adjustment required to the 1 July 2022 statement of
financial position and no change to the tax charge.
Restatement 3
During the current financial year it was identified that no adjustment had
previously been made for the tax effect of unrealised intra-group profits. The
correction of this has no material profit effect in the current or prior year
and has been moved to retained earnings as detailed below.
Consolidated statement of financial position 2022 2022 Previously reported Restatement 1 Restatement 2 Restatement 3 2022 Restated
£000 £000 £000 £000 £000
Right of use assets 5,209 359 - - 5,568
Current liabilities - lease liabilities (814) (128) - - (942)
Non-current - lease liabilities (4,997) 143 - - (4,854)
Deferred tax asset 1,493 - - 333 1,826
Income tax receivable 713 - 249 - 962
Trade and other payables (3,222) - (249) - (3,471)
Retained earnings 12,371 374 - 333 13,078
Consolidated statement of financial position 2021 2021 Previously reported Restatement 1 Restatement 2 Restatement 3 2021 Restated
£000
£000
£000
£000
£000
Right of use assets 5,423 660 - - 6,083
Current liabilities - lease liabilities (629) (250) - - (879)
Non-current - lease liabilities (5,276) (96) - - (5,372)
Deferred tax asset 2,489 - - 333 2,822
Retained earnings 14,687 374 - 333 15,334
Consolidated statement of financial position 2021 2021 Previously reported Restatement 1 Restatement 2 Restatement 3 2021 Restated
£000
£000
£000
£000
£000
Right of use assets 5,423 660 - - 6,083
Current liabilities - lease liabilities (629) (250) - - (879)
Non-current - lease liabilities (5,276) (96) - - (5,372)
Deferred tax asset 2,489 - - 333 2,822
Retained earnings 14,687 374 - 333 15,334
9. Non-GAAP measures
Income statement reconciliation
The group presents adjusted profit measures (operating profit/EBIT, Profit
after tax, Profit before tax and EBITDA) by making adjustments for costs and
profits, which management believes to be significant by virtue of their size,
nature or incidence. Such items may include, but are not limited to, share
based payments expense, impairments, fair value movements on investments and
restructuring. In addition, the group presents EBITDA and adjusted EBITDA
(adjusted in the same manner) as management believes that this is an important
metric for the shareholders. The group uses adjusted measures to evaluate
performance and as a method to provide shareholders with clear and consistent
reporting. See below reconciliation of operating profit (EBIT), profit
before tax, net profit and EBITDA to the respective adjusted measures.
2023 2023
Adjusted profit measures Notes Statutory £000 2 Adjusted £000
Operating profit (EBIT) 5,281 1,061 6,342
Net finance costs 4 (169) - (169)
Profit before tax 5,112 1,061 6,173
Income tax expense 8 (651) (483) (1,134)
Profit attributable to equity shareholders 4,461 578 5,039
Effective tax rate 13% 46% 18%
Profit before tax margin 14% 17%
Profit for the year 4,461 578 5,039
Income tax expense 651 486 1,134
Net finance cost 169 - 169
Depreciation, amortisation and impairments 2,618 - 2,618
EBITDA 7,899 1,061 8,960
Revenue for the year 36,009 - 36,009
EBITDA margin 22% - 25%
2023
ROCE Statutory
£000
Total assets - restated 41,367
Current liabilities (5,763)
Capital employed 35,604
EBIT 5,281
ROCE 15%
Specific adjusting items
2022 2022
Adjusted profit measures Notes Statutory £000 1 2 Adjusted £000
Operating profit (EBIT) 1,749 2,439 596 4,784
Net finance costs 4 (194) - - (194)
Profit before tax 1,555 2,439 596 4,590
Income tax expense - restated 8 (568) (463) 63 (968)
Profit attributable to equity shareholders 987 1,976 659 3,622
Effective tax rate 37% 19% 11% 21%
Profit before tax margin 5% 15%
Profit for the year 987 1,976 659 3,622
Income tax expense 568 463 (63) 968
Net finance cost 194 - - 194
Depreciation, amortisation and impairments 5,211 (2,439) - 2,772
EBITDA 6,960 - 596 7,556
Revenue for the year 31,123 - - 31,123
EBITDA margin 22% - - 24%
Restated
2022
ROCE Statutory
£000
Total assets - restated 39,681
Current liabilities (4,413)
Capital employed 35,268
EBIT 1,689
ROCE 5%
Specific adjusting items are as follows:
1. Impairment of intangibles in relation to prior year product rationalisation
2. Share based payment charges under IFRS 2
10. Annual Report
Printed copies of the annual report and financial statements, along with the
notice of AGM, will be sent to shareholders prior to the Company's Annual
General Meeting taking place on 19 December 2023 in London. The accounts
will be available on line shortly at https://tristelgroup.com/
(https://tristelgroup.com/)
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