REGISTERED NUMBER: 09826810 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
TRISTONE HEALTHCARE LIMITED |
REGISTERED NUMBER: 09826810 (England and Wales) |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
TRISTONE HEALTHCARE LIMITED |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 13 |
Report of the Independent Auditors | 15 |
Consolidated Income Statement | 19 |
Consolidated Other Comprehensive Income | 20 |
Consolidated Balance Sheet | 21 |
Company Balance Sheet | 22 |
Consolidated Statement of Changes in Equity | 23 |
Company Statement of Changes in Equity | 24 |
Consolidated Cash Flow Statement | 25 |
Notes to the Consolidated Cash Flow Statement | 26 |
Notes to the Consolidated Financial Statements | 27 |
TRISTONE HEALTHCARE LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors and Chartered Accountants |
5 Brooklands Place |
Brooklands Road |
Sale |
Cheshire |
M33 3SD |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their strategic report of the company and the group for the year ended 31 March 2023. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
REVIEW OF BUSINESS |
Operational highlights |
as at 31 March 2023 | as at 31 March 2022 |
Capacity (places) |
Adult residential service | 75 | 24 |
Children's residential service | 77 | 66 |
Community care | 15 | 15 |
Total | 167 | 105 |
Occupancy (places) |
Adult residential service | 73 | 21 |
Children's residential service | 62 | 62 |
Community care | 12 | 15 |
Total | 147 | 98 |
Occupancy % |
Adult residential service | 97% | 88% |
Children's residential service | 81% | 94% |
Community care | 80% | 100% |
Total | 88% | 93% |
Number of properties | 60 | 46 |
Number of employees | 482 | 287 |
Financial highlights |
Year to 31 March 2023 (£m |
) |
Year to 31 March 2022 (£m |
) |
% increase2023 v 2022 |
Revenue | 19.0 | 13.4 | 41.9% |
EBITDA | 2.9 | 1.8 | 67.4% |
Operating profit | 1.8 | 1.2 | 53.2% |
OUR PURPOSE |
To provide safe, essential care and support and to improve and enrich the lives of vulnerable children, young people and adults whilst balancing profit, people and planet in all we do. |
WHO WE ARE |
Tristone Healthcare is a group of businesses that provide the highest quality care and support, throughout the UK, for vulnerable children and adults below retirement age. We are acquiring and growing social care businesses that: |
- Provide the highest levels of care and support |
- Have demonstrated consistent profitability |
- Have demonstrated consistent and strong operational cash flows |
- Have quality management teams in place |
- Have good relationships with Local Authorities |
- Present clear opportunity for growth |
Our businesses are constantly striving to be the best providers of care and support within each of their social care categories. |
Our Adults Services support people with learning disabilities, those who are recovering from mental illness, people with autistic spectrum disorder, individuals who have one or more physical impairments and provide care and rehabilitation for acquired brain injury. We deliver services in residential, day care and a wide choice of supported living settings. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Our Children's Services provide residential care, specialist education and supported accommodation for young people. We specialise in supporting children and young people with complex needs including those who have been identified with Communication and Interaction needs or Social, Emotional and Mental Health (SEMH) needs for example, as well as victims of criminal exploitation and abuse. Many of the children and young people for whom care and support is provided have significant attachment disorders and present with profound levels of trauma. |
OUR GROUP OF BUSINESSES |
As at 31 March 2023 |
Sportfit Support Services Limited |
Based in Southampton, Sportfit Support Services Limited offers support and education to young people aged 16 to 19 suffering from developmental delays, abuse and family relationship breakdowns and has recently opened its first Residential Childrens Home. |
Premier Care Management Limited |
Premier Care Management Limited provides community and outreach services for vulnerable young people in the South-West. |
Procare (Wales) Limited & Bangor Centre for Developmental Disabilities Limited |
Procare Wales Limited and Bangor Centre for Developmental Disabilities Limited support children and adults with their work in Applied Behaviour Analysis. They also provide 24-hour community living schemes based in the Conwy and Denbighshire area. |
Seaside Care Homes Limited |
Based in Clacton-on-Sea, Seaside Care Homes provide both long and short- term residential care to young people with a wide variety of complex health care needs. |
Beyond Limits (Plymouth) Limited |
Plymouth based CQC registered Beyond Limits was founded in 2011 and specialises in supporting people with learning disabilities, mental health issues and other needs. The business operates across Devon, Cornwall, Somerset, and Dumfries and Galloway |
K Bond Healthcare Limited |
K Bond Healthcare (trading as Next Steps), based in the North-West, was founded in 2015, specialises in providing individuals with chronic and treatment-resistant mental illnesses with a therapeutic home environment to receive the highest quality of residential and nursing care. |
Acquisitions since 31 March 2023 |
South West Intervention Services Limited (since 23 June 2023) |
SWIS offer 1:1 and 2:1 personalised programs of support to children and young people with varying degrees of need. Services include: short breaks, family support, emergency support, hospital support and alternative education provision. SWIS ensure time is given in the approach to the different packages of support available to ensure there is the right balance of social and emotional support, intervention, and education, for each young person. |
In addition, Tristone Healthcare provides consultancy and support services, for which we charge a monthly fee, to Juventas Services Limited and Dimensions Care Limited. |
CEO STATEMENT |
Welcome to the Tristone Healthcare annual report for 2023. The year has been characterised by a range of macro-economic challenges which we are pleased to say have been, and continue to be, carefully navigated. Our existing businesses continued to deliver best-in-class care, support and education and continued to perform profitably whilst delivering 59% capacity growth. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
I feel as confident as ever that we have the right strategy and the right people to execute it. There is no doubt that the environment in which we have been operating the last few years has had its challenges but this is not unique to us and it is testament to our colleagues and the leadership teams within each business that we have been able to deliver further growth through this period. |
We were delighted to acquire 2 further businesses - Beyond Limits and K Bond Healthcare with a third acquisition occurring after year end. Each of these businesses met our strict criteria for investment and offer the highest standards of care, support and education. We have been delighted to welcome them into our community and work with their highly skilled leadership teams. |
Of fundamental importance, care quality was maintained and in many cases improved in each of our businesses. This is something we are all very proud of. |
Revenue increased from £13.4m to £19.0m and EBITDA increased by 67% to £2.9m. Of this increase, organic growth contributed 33% of EBITDA growth. |
Given inflationary pressures and labour challenges, the board is pleased with this result. What is quite clear is that the business is well positioned as we head into FY24 to realise substantial organic growth and I look forward to reporting on this in the next annual report. |
Sportfit Support Services successfully implemented its succession plan with founder and MD Ashley Vickers stepping into a non-executive directorship role and Danielle Piller, the former Finance Director, being appointed as Managing Director. We, and Sportfit, are immensely grateful for Ashley's entrepreneurial drive and his guiding hand in the development of Sportfit and look forward to working with him in his new role. Similarly, we are delighted that Danielle will continue to lead the company in its next phase of growth and wish her all the best in her new role. Over the course of the year, the capacity of Sportfit to look after young people supported increased from 46 at March 2022 to 55 at March 2023. |
Procare Wales, as ever, delivered some wonderful care for its residents whilst maintaining strong financial performance and we are all excited to see growth, additional capacity created and services delivered to more people in the coming years. |
Premier Care Management saw significant growth through the course of 2023 with placement capacity increasing from 20 to 22, and annualised revenue increasing from £1.5m to £1.9m. |
Seaside Care Homes has integrated well within the community and continues to deliver consistently good results. The focus through 2023 was ensuring that the infrastructure was in place to support the next phase of growth and I anticipate reporting on the successful opening of new homes in the next annual report. |
We were delighted to acquire a majority stake in Beyond Limits at the start of this financial year and have thoroughly enjoyed working with Doreen Kelly (managing Director) and her leadership team. Integration within the Tristone community and onboarding was a key theme for Beyond Limits in 2023 but in addition we saw capacity growth from 28 to 29 with the local team continuing to work with other people who benefit from their expert care in the future. |
K Bond Healthcare (trading as Next Steps) was our final acquisition of FY23. Founded in 2015, Kirsten Bond and her team quickly created an exceptional care provider and we are working closely with Kirsten and her leadership team to deliver more provision. |
Looking Inward |
Last year saw the launch and development of the Tristone Growth Enablement Platform and the addition of a number of key components including social impact assessment technology and the adoption of key operational technologies across the businesses. These developments have driven functional improvement across key departments, improved governance and risk management and provide a foundation that can facilitate growth through the years ahead. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Looking Forward |
With a portfolio of 7 business much of our focus through 2024 is on delivering widely needed additional capacity. We are very proud of the care, support and education delivered by each of our businesses and strive to support local authorities, the NHS and ultimately individuals with more access to these services. |
Last year I openly stated that our existing businesses will target 10% organic growth (broadly defined as placement capacity) each year. We nearly achieved this in FY23 (underlying sustainable organic growth of 7%) but expect to be back up to >10% in FY24. We view this steady organic growth strategy as a sensible, and sustainable approach to building competitive strength, shareholder value and outstanding services. |
Our focus on organic growth is not to say that we won't continue with our highly acquisitive strategy - indeed we believe that there is significant opportunity in the coming years to acquire great businesses at quite reasonable valuations (the current cost of borrowing starting to depress valuations), whilst providing owners with the opportunity to exit to a respected, care-centric and fair investor. |
COO STATEMENT |
The last 12 months have been a period of growth for Tristone, through organic growth, acquisition, and in operational maturity and effectiveness. Many of the systems that we have been working hard to develop over the last year have come to fruition. These are designed to help us with recruitment, measuring social value, capturing the voice of our colleagues and ensuring best health and safety compliance. These initiatives, amongst others, have given new tools to our business leaders to ensure that they can deliver great quality care and support by creating more efficient solutions to the ongoing issues that social care leaders face. |
We have had an emphasis on organic growth over the last year and the fruits of that labour will positively affect EBITDA throughout 2023 and 2024, with a number of new properties and services coming online. The Managing Directors and senior teams have become more focused on organic growth and the positive impact this has on the business and can achieve this without compromising the ongoing quality of care and support. This growth also helps us to meet what continues to be a huge demand for our services. This aligns with our Tristone Community value of Collaboration and Growth. Our services are needed by society, and we will continue to work hard to meet that demand, whilst excelling and maintaining a robust safeguarding culture. |
The Independent Safeguarding Board continues to effectively monitor policy and procedure and safeguarding incidents. We have welcomed new board members, giving us more breadth and depth of expertise. This has given us more strategic input around probation, offender management, creating safer cultures, and adult care. It is very positive that board members have been visiting community businesses to conduct safeguarding audits. This has given us an opportunity to test our safeguarding practice with trusted 'critical friends'. |
In 2024 Ofsted complete the process of registering 16 to 18 supported accommodation. This is very welcome, and we have applied for registration for all relevant services. We have still not seen the inspection framework from Ofsted, but the regulations are broadly what we expected them to be. Whilst we have worked hard to prepare for this, as we ran those services in line with regulatory standards anyway (as opposed to so many of our competitors) this has been a reasonably simple transition. We are keen to see what opportunity this brings over the coming months as we hear of many of our competitors are not choosing to register as they cannot meet the quality demands of regulation. Whilst this may present a clear opportunity for us, it will have a negative societal impact in worsening the sufficiency crisis in children's placements if that proves to be the case. |
As the sector continues to recover post Covid, we are seeing green shoots in recruitment. We have grown from 287 colleagues to 482 over the year. As we grow, we continue to create more opportunities and growth for colleagues new and existing. |
The next 12 months will see us complete on a number of growth projects, with a firm emphasis on good quality, sustainable organic growth. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
OUR EMPLOYEES |
We very purposefully describe our group of businesses as a community. That is at the very heart of Tristone life and highlights the critical significance of all our colleagues working together to provide the best possible care and support to all those in our care. Year in, year out, colleagues go above and beyond to support each other to make sure standards are never compromised. Often this means making great personal sacrifice. Tristone Healthcare benefits from wonderful, caring people who work in our sector, and we consistently seek to ensure that the Community's purpose and passion will prevail and more people will come to work in social care and experience what a rewarding vocation it can be. |
Engaging with our employees is therefore of prime strategic importance (alongside safeguarding all stakeholders of the community) underlying the actions of the Directors of all community businesses, to create a stable, healthy and happy community of colleagues. The Directors strive to create a culture of engagement and inclusion, where every employee's contribution is valued and diversity of the team is celebrated. |
In addition to each of our community businesses communicating with their employees through team meetings, producing local, business specific newsletters, and conducting information sessions such as 'director's days', we also produce a Tristone online newsletter called 'Tristone Today.' This initiative is helping to foster community cohesion. We celebrate the achievements of our colleagues throughout the community and the individuals they care for, whilst helping them to understand our sustainable working practices, with the aim that they see the Tristone community as an employer of choice that strives to create growth and opportunity. |
Listening to our colleagues is essential and we utilise an employee feedback and engagement platform to send anonymised surveys and questionnaires, encouraging employee engagement and feedback. The platform equips employees with tools through which they can engage, feedback and provide colleague recognition as well as providing management with actionable insights and employee driven analytics. The anonymised surveys ensure we foster a culture of psychological safety and allow for deeper engagement with HR and management through anonymised chats. Recommended actions empower HR leaders to drive positive organizational change. |
As any new business enters the community (via acquisition) our COO is always available to give a presentation introducing the Tristone community to new colleagues. to allay any fears about what new investment can bring. It is an opportunity to explain our values in terms of social care, allay any fears naturally arising from a change of ownership, and outline how our community model does not fundamentally change the business by withdrawing anything in place, but instead seeks to supplement great practices with growth enabling improvements. This has always been a positive process and all colleagues have the contact details of the COO should they need further assistance or reassurance. |
The community of businesses is committed to offering equal opportunities to all; no colleague or potential colleague receives more or less favourable treatment due to their gender, age, race, national or ethnic origin, disability, sexual orientation, or marital status. It is our policy to give fair consideration to all applications for employment acknowledging the particular abilities and aptitudes of each applicant and taking into account the requirements of the vacancies available. We are committed to the training and development of all colleagues and to providing a productive, safe and positive working environment. |
In the event of an employee becoming incapacitated or disabled or their circumstances adversely changing, every effort is made to ensure that their employment within the community of businesses continues and that appropriate help is given to assist the member of staff. It is the policy and commitment of the community to ensure that the training, career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does not have any disability. |
The care sector is not generally renowned for high levels of employee engagement in the financial aspects of running businesses. However, we view the financial awareness of our colleagues as extremely important to support the long-term success and growth of the community. This starts with ensuring all management teams participate in monthly trading reviews which include monthly financial results being compared to past achievements and future targets. Training opportunities exist, and are being further developed, to widen general financial awareness and management capability for all those in management roles. In addition, we are developing share option schemes on a business-by-business basis, depending on the suitability of individual community business circumstances, and to date three community businesses have their own share option schemes, with a further two planned for the next financial year. Colleagues are invited to participate depending on their personal ability to directly impact the financial success of their business with reward levels being linked to both financial and non-financial outcomes over time. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
SOCIAL IMPACT |
The Tristone community takes its social impact extremely seriously. Charitable initiatives appropriate to the current size of the group, are undertaken by community businesses and we are developing our actions in response to climate change and how we can build such actions into our day-to-day operations. These are at an early stage but are a strategic objective for the Directors over the coming years. We are developing our systems to capture and measure our social impact and will seek to disclose our results in due course. |
PRINCIPLE RISKS AND MITIGATION STRATEGIES |
The Board of Directors carefully monitor and regularly review a range of risks relevant to the whole group. The principal risks and mitigation strategies at the date of this report (not listed in any particular order) are: |
1) Safeguarding breaches. Given the nature of the services that the group provides, an ever-present risk is that a safeguarding breach leads to the harm of either an individual accessing support and/or care or of an employee working in our services. |
Risk response: Safeguarding our service users and employees is at the very core and forefront of everything we do. This leads our culture, our strategic thinking, and all decision-making. It is the first thing on all formal meeting agendas and we monitor incidents very closely however benign they may first appear. It is the primary responsibility of all operational employees and we employ significant resources in its real life practice. We do not compromise on safeguarding leading the way in all our actions. Legislation is unequivocal in the expectation that the welfare of vulnerable people is paramount, and we take this responsibility extremely seriously. To augment our commitment to safeguarding, we have created an Independent Safeguarding Board (ISB) to analyse safeguarding practice, conduct regular reviews of our businesses, and provide lessons learned from any incident. The ISB sits separately and independently from our Board of Directors and comprises sector leading, highly experienced individuals to provide best in class oversight of our practices. |
2) Serious accident of a service user or an employee. Closely linked to safeguarding breaches our service users and employees live and work in our freehold and leasehold properties. There is therefore a heightened need to ensure that health and safety policies and procedures are of the highest priority to prevent accidents and injuries. In addition to the impact on the individual, serious events of this type can lead to significant financial, legal, and reputational impact. |
Risk response: Health and safety practices are fundamentally and intrinsically embedded into our safeguarding practices and are not separable. We utilise a highly effective health and safety on-line system to monitor compliance and ensure comprehensive property inspections take place on a routine basis. We monitor and investigate all accidents and incidents to ensure lessons are always learned. |
3) Coronavirus (Covid 19). The now on-going nature of Covid 19 in our wider society means that its presence in our services is largely unavoidable. However, there remains a risk of a severe reaction to the virus in service-users and high levels of sickness in our employee community. |
Risk response: All businesses follow appropriate local advice to reduce transmission. High quality agency staff are made available to cover sickness levels where required. |
4) Regulation breaches. Many of our services are already covered by Ofsted, CQC or CIW bodies and regulation is forthcoming for the provision of support accommodation for young people aged 16-18. Aside from the all-important human impact of providing a substandard service to the people in our care (covered by risks 1 and 2 above) a breach of those regulations resulting in a downgrade of regulatory outcomes could give rise to reputational concerns impacting contract renewal or growth. |
Risk response: All services (regulated or otherwise) are designed and run to target the highest level of regulated outcomes. Our safeguarding culture is set to expect those standards. Leadership teams are highly experienced and targeted to meet those standards. We target significant resources at strong corporate governance throughout the community and at present this includes monitoring and planning for the forthcoming regulation of supported accommodation services for young people aged 16-18. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
5) Breach of funding facility covenants. The group's existing debt facilities have a series of covenants requiring compliance. They are typical to long-term debt facilities of this nature although are less onerous that those of more traditional bank facilities. A breach of any one covenant would technically give Duke Royalty the opportunity to accelerate the repayment of the Duke facility. |
Risk response: The group budgets and re-forecasts its financial performance on a regular basis to ensure that all plans continue to keep the group within its covenant obligations. Clear delegated authorities to community businesses mean that all material decision making is held by Directors of Tristone Healthcare to facilitate that monitoring of covenant limitations to ensure compliance. |
6) Data security breach / information systems compromise. Common for most modern-day businesses, data management and analysis are central to the successful operation of the Tristone community of businesses. It is again linked closely to safeguarding principles for our service users. A breach of our data security systems could give rise to financial and reputational losses as well as representing a serious safeguarding breach. |
Risk response: The group employs a range of data security measures utilising the assistance of an external expert IT security business. Regular penetration tests are carried out to identify and then respond to security weaknesses. And regular IT security training exercises for our employees are used to enhance human decision making and reduce that greatest threat to our systems. |
7) Failure to successfully integrate acquired businesses into the community. Central to the success of the Tristone community is that acquired businesses are 'on-boarded' successfully into the community. A failure to do so represents not only financial risk (lower return on investment) but also a risk of disengagement across the leadership teams in the community, and a failure to leverage the cross-networking potential of those leadership teams in the successful operation and growth of all our businesses. |
Risk response: Utilise targeted project management methodologies and tools to manage a 3-month detailed on-boarding project for each acquisition. This is followed by monthly trading reviews for all community business with wide-ranging agendas to monitor the long-term success of each business. Systems are under-development for employee feedback and surveys to be commenced in 2023 enabling us to monitor and respond to key employee engagement trends. |
8) High inflationary environment. The higher-than-normal inflationary environment of the United Kingdom markets we operate in presents an unusually high financial risk of cost inflation significant exceeding price increases. |
Risk response: On-going commercially sensible cost control across the businesses together with balanced price management policies working closely with the fee-paying authorities relevant to our service-users. |
9) Employee workforce recruitment, retention, and development. Fundamentally at the core of everything we do are stable, high quality and motivated employee teams across our businesses. A failure to retain and develop existing members of our teams presents significant operational and financial risk, and a failure to safely recruit more people into our teams prevents stability and growth. |
Risk response: Clear workforce planning strategies in place across the businesses in addition to a leadership academy programme comprising internally delivered training and external 'mini-MBA' programmes for our leaders of the future. A sector-leading employee benefits programme is utilised to promote retention including competitive pay rates set out above living wage minimum levels, and enhanced recruitment systems continue to be developed for implementation in 2023/24. |
GROUP FINANCIAL REVIEW |
Year to 31 March 2023 | Year to 31 March 2022 |
Revenue | £19.0m | £13.4m |
Operating profit | £1.8m | £1.2m |
Add back: |
Depreciation | £0.2m | £0.1m |
Goodwill amortisation | £0.9m | £0.5m |
EBITDA | £2.9m | £1.8m |
EBITDA % of revenue | 15.4% | 13.0% |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Operating profit | £1.8m | £1.2m |
Finance costs | (£2.4m) | (£1.1m) |
Profit before tax | (£0.6m) | £0.1m |
Taxation | (£0.6m) | (£0.1m) |
Profit after tax | (£0.7m) | £0.0m |
Impact of acquisitions: |
Revenue from existing operations | £14.1m | £13.4m |
Revenue from acquisitions in 2023 | £4.9m |
EBITDA from existing operations | £2.4m | £1.8m |
EBITDA from acquisitions in 2023 | £0.5m |
As at 31 March 2023 | As at 31 March 2022 |
Annualised revenue | £20.8m | £14.4m |
Annualised EBITDA | £3.4m | £2.1m |
Annualised EBITDA % of Revenue | 16.2% | 14.2% |
Net group liabilities | (£2.5m) | (£1.8m) |
Gross debt | (£18.5m) | (£12.1m) |
Cash at bank | £1.2m | £0.8m |
Net debt (excluding deferred consideration) |
(£17.2m) |
(£11.3m) |
Deferred consideration | (£2.7m) | (£2.8m) |
Net debt | (£19.9m) | (£14.1m) |
Property portfolio valuation | £7.5m | £7.5m |
Net debt after property valuation | (£12.4m) | (£6.6m) |
EBITDA leverage (Net debt after property valuation/annualised EBITDA |
3.7x |
3.2x |
Revenue in the year to 31 March 2023 was £19.0m (31 March 2022: £13.4m) which represents a 41.9% increase year on year. Of this, 37% was driven by the in-year acquisitions and 7.7% was the full year effect and organic growth from the businesses acquired before 31 March 2022. Year on year annualised organic growth in the year to 31 March 2023 for operations acquired prior to 31 March 2022 (excluding one off revenues relating to a historic VAT exercise) was 7%. |
Annualised revenue as at 31 March 2023 (annualised by grossing up to 12 months the in-year results of Premier Care Management and Seaside Care Homes to 31 March 2022 and Beyond Limits (Plymouth) Limited in April 2022 and K Bond Healthcare Limited to 31 March 2023) shows an increase of 44% from £14.4m to £20.8m. Following the subsequent acquisition of South West Intervention Services Limited ('SWIS') in June 2023, pro forma annualised revenue (excluding further organic growth from the existing businesses from 1 April 2022) has now reached £22.7m. |
EBITDA (operating profit with the charges of depreciation and goodwill amortisation added back) is the principal profit metric used by the Tristone Healthcare group. The result for the year to 31 March 2023 is £2.9m (2022: £1.8m). To support the growth from acquisition and organic growth, the group invests in its central infrastructure and therefore it is not possible to accurately provide a split between EBITDA growth driven by acquisition and organic growth. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Annualised EBITDA had reached £3.4m by 31 March 2023 (31 March 2022: £2.1m). Following the acquisition of SWIS since 31 March 2023, pro forma annualised EBITDA (excluding further organic growth from the existing businesses from 1 April 2023) has now reached £3.7m. |
The activities of the group have been funded by a variety of funding sources in the years to 31 March 2023 and 2022. In the period from 1 April 2021 through to 16 December 2021, funding was provided by loans provided by Tristone Healthcare Bond DAC (using the proceeds of Tristone Healthcare 8.5% Bonds 2027) and by acquisition banking loans provided by Santander Bank (for Sportfit Support Services and Premier Care Management) and by Shawbrook Bank (for Procare Wales). The finance costs for the same periods therefore represent the interest costs of these facilities. |
On 16 December 2021, Tristone Healthcare Limited entered into a new strategic funding partnership with Duke Royalty (the 'Duke facility'). This provided the group with a £20.0m overall funding facility which has subsequently been increased to a facility of £21.0m in June 2023. The Duke facility is long-term financing, available for 30 years if not repaid earlier. |
Of this £10.5m was immediately drawn in December 2021 enabling the group to refinance all its existing debt facilities. In the period to 31 March 2022 a further £1.6m was drawn for acquisition activity and in the year to 31 March 2023 a further £5.5m was drawn for subsequent acquisition activity. Therefore, as at 31 March 2023 a total of £17.6m had been drawn from the Duke facility. Since 31 March 2023 a further £1.8m has been drawn for acquisition related activity (£19.4m overall), and this therefore provides the group with an additional £1.4m of remaining headroom in the facilities (£21.0m total) available for a variety of uses including organic and acquisition growth and meeting some of the group's deferred consideration commitments. |
In the year to 31 March 2023 loan notes were issued as part of the acquisitions of Beyond Limits (Plymouth) Limited and K Bond Healthcare Limited. These total £850,000 and are not due for repayment until 2027. They are therefore shown in long-term debt. In the year to March 2023 the related finance cost was £35,000. |
The Duke facility cost £1.3m to raise in December 2021. Of this, £0.4m was the cash cost of raising the £20.0m facility and £0.9m was the fair value of the equity issued to Duke Royalty as part of the strategic partnership. The accounting treatment for each element differs. The costs of raising the debt were calculated as £1.2m and are being amortised over 60 months with £0.2m amortised this year (note 6) (£0.1m in the year to 31 March 2022) leaving a remaining £0.9m of unamortised finance costs shown netting off the long-term loans outstanding (note 15). The remaining £0.1m of the facility costs are treated as the cost of issuing equity and were taken to the share premium account and net off against the share premium value resulting in a £0.8m share premium reserve as at 31 March 2023 & 2022. |
An element of the equity issued to Duke Royalty attracts a preference share dividend and in the year to 31 March 2023 this was £68,000. |
The finance costs of the group since 16 December 2021 therefore represent the costs of the Duke facility, the amortisation of the transaction costs of the debt raise, loan notes interest and preference share dividends (see note 6). |
Overall, finance costs have risen from £1.1m in the year to 31 March 2022 to £2.4m in the year to 31 March 2023 principally driven by a full year of the Duke facility and the increasing use of that same facility. |
A loss before tax is therefore recorded of £0.6m in the year to 31 March 2023 (2022 profit before tax: £0.1m). |
Taxation on those results is £0.1m in the year to March 2023 (2022: £0.1m). Tristone Healthcare Limited considers that it is important to pay our fair share of corporation tax in the UK and therefore will never use aggressive taxation schemes to minimise our tax expense. |
There was therefore a loss after tax of £0.7m in the year to 31 March 2023 (2022: profit of £19,500). From this, a profit of £0.3m was attributable to non-controlling interests in 2023 (2022: £0.3m). They are the minority interest shareholders of the holding companies of Sportfit Support Services, Procare Wales, Premier Care Management, Beyond Limits (Plymouth) and K Bond Healthcare. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The effect of the continuing growth and acquisition activity during the year is significant on the balance sheet. The group net liabilities position moved from from £1.8m as at 31 March 2022 to £2.5m as at 31 March 2023. The present net liabilities position is the result of cumulative losses recognised during the time spent setting up the group, before any acquisitions were made, and does not indicate any short-term liquidity issues. The success of that early investment is now evident in the more recent group results both in terms of EBITDA and cashflow and these results better reflect the current and on-going financial strength of the group. |
Properties used in the provision of services are a mixture of leasehold and freehold. A balanced mix of the two is considered an appropriate objective by the Directors. Freehold properties are regularly valued by independent surveyors and remain valued as at the 31 March 2022 valuation of £7.5m. |
Combining net debt (see below) with the property portfolio valuations gives a view on the debt exposure linked to annualised EBITDA coverage. This "EBITDA leverage" value provides a good indicator of the real leverage of the operating activities of the group. As at 31 March 2023 this multiple was 3.7, increased a little from the multiple of 3.2 the year earlier, but remaining at a sustainable and healthy level. |
The high level of activity in the year is also apparent in the consolidated cash flow statement. Cash generated from operations before interest, tax and capital expenditure (see note 1 to the accounts) is £3.7m (2022: £1.2m) and this represents 128% of EBITDA (2022: 70% of EBITDA). As the group continues to grow we expect that cash flow conversion % to settle towards 90%. |
The cash flow statement also sets out the sources and uses of the acquisition activity for the year. Total investment activity (including acquisitions) in the year to 31 March 2023 was £6.1m and this was met from £5.5m raised from the Duke facility and £0.6m from the net cash from operating activities (after finance costs and tax were met). Withing this, investment into the acquired businesses (mainly propery and IT systems) to support growth was £0.3m. Total cash on the balance sheet therefore increased by £0.4m in the year to 31 March 2023. |
After the cash flow activity in the year, net debt stood at £20.4m (2022: £14.1m). This comprises cash at bank of £1.2m (2022: £0.8m) partially off-setting gross debt from the Duke facility £17.6m (2022: £12.1m) and the loan notes of £0.85m. Net debt at 31 March 2023 also includes deferred consideration of £2.7m relating to the acquisition of subsidiaries (2022: £2.8m). The Duke facility debt has a potential 30-year life through to December 2051. The deferred consideration balances of the acquisitions that had completed by 31 March 2023 fall due in instalments through to December 2027 and will be met either through cash generated from operations or from the remaining headroom in the Duke facility. |
ON BEHALF OF THE BOARD: |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of the provision of residential care and care in the community. |
DIVIDENDS |
The directors do not recommend dividend payments for the year (2021: £nil). |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2022 to the date of this report. |
DISCLOSURE IN THE STRATEGIC REPORT |
The directors have chosen to disclose certain information in the strategic report, including post balance sheet events, future developments, and engagement with employees. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 MARCH 2023 |
AUDITORS |
The auditors, Harold Sharp Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TRISTONE HEALTHCARE LIMITED |
Opinion |
We have audited the financial statements of Tristone Healthcare Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TRISTONE HEALTHCARE LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page thirteen, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TRISTONE HEALTHCARE LIMITED |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
As part of our planning process: |
- We enquired of management the systems and controls the company has in place, the areas of the financial statements that are mostly susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud. |
- We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: FRS 102, Companies Act 2006, health and safety, and employment law. |
- We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly. |
- Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment. |
The key procedures we undertook to detect irregularities including fraud during the course of the audit included: |
- Identifying and testing journal entries and the overall accounting records, in particular those that were significant and unusual. |
- Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied. |
- Reviewing and challenging the assumptions and judgements used by management in their significant accounting estimates, in particular in relation to amortisation, depreciation, bad debt provision, accrued costs, and deferred consideration. |
- Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular those that are central to the entities ability to continue in operation. |
- Testing key revenue lines, in particular cut-off, for evidence of management bias. |
- Performing a verification of key assets. |
- Obtaining third-party confirmation of material bank balances. |
- Documenting and verifying all significant related party and consolidated balances and transactions. |
- Reviewing documentation such as the company board minutes, correspondence with solicitors, for discussions of irregularities including fraud. |
- Testing all material consolidation adjustments. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors and management. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
TRISTONE HEALTHCARE LIMITED |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Statutory Auditors and Chartered Accountants |
5 Brooklands Place |
Brooklands Road |
Sale |
Cheshire |
M33 3SD |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 19,046,707 | 13,425,234 |
Cost of sales | 11,715,031 | 8,495,623 |
GROSS PROFIT | 7,331,676 | 4,929,611 |
Administrative expenses | 5,520,118 | 3,905,019 |
1,811,558 | 1,024,592 |
Other operating income | 33,913 | 180,273 |
OPERATING PROFIT | 4 | 1,845,471 | 1,204,865 |
Interest receivable and similar income | 11,921 | 16,627 |
1,857,392 | 1,221,492 |
Interest payable and similar expenses | 6 | 2,420,627 | 1,075,782 |
(LOSS)/PROFIT BEFORE TAXATION | (563,235 | ) | 145,710 |
Tax on (loss)/profit | 7 | 119,008 | 126,210 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (982,174 | ) | (285,800 | ) |
Non-controlling interests | 299,931 | 305,300 |
(682,243 | ) | 19,500 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (682,243 | ) | 19,500 |
OTHER COMPREHENSIVE INCOME |
- | 114,746 |
Income tax relating to other comprehensive income |
- |
(28,685 |
) |
OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX |
- |
86,061 |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(682,243 |
) |
105,561 |
Total comprehensive income attributable to: |
Owners of the parent | (982,174 | ) | (199,739 | ) |
Non-controlling interests | 299,931 | 305,300 |
(682,243 | ) | 105,561 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 10,906,424 | 5,436,930 |
Tangible assets | 10 | 6,180,892 | 5,715,010 |
Investments | 11 | - | - |
17,087,316 | 11,151,940 |
CURRENT ASSETS |
Debtors | 12 | 2,280,523 | 8,742,205 |
Cash at bank and in hand | 1,215,349 | 788,268 |
3,495,872 | 9,530,473 |
CREDITORS |
Amounts falling due within one year | 13 | 3,600,941 | 9,131,910 |
NET CURRENT (LIABILITIES)/ASSETS | (105,069 | ) | 398,563 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
16,982,247 |
11,550,503 |
CREDITORS |
Amounts falling due after more than one year | 14 | (18,857,369 | ) | (12,828,721 | ) |
PROVISIONS FOR LIABILITIES | 19 | (614,195 | ) | (528,856 | ) |
NET LIABILITIES | (2,489,317 | ) | (1,807,074 | ) |
CAPITAL AND RESERVES |
Called up share capital | 20 | 78,125 | 78,125 |
Share premium | 21 | 748,189 | 748,189 |
Revaluation reserve | 21 | 47,543 | 86,061 |
Retained earnings | 21 | (3,977,251 | ) | (3,033,595 | ) |
SHAREHOLDERS' FUNDS | (3,103,394 | ) | (2,121,220 | ) |
NON-CONTROLLING INTERESTS | 614,077 | 314,146 |
TOTAL EQUITY | (2,489,317 | ) | (1,807,074 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on 31 October 2023 and were signed on its behalf by: |
P N Ledgard - Director |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
COMPANY BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year | 14 | ( |
) | ( |
) |
PROVISIONS FOR LIABILITIES | 19 | ( |
) | ( |
) |
NET LIABILITIES | ( |
) | ( |
) |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Share premium | 21 |
Retained earnings | 21 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS | ( |
) | ( |
) |
Company's loss for the financial year | (693,976 | ) | (836,589 | ) |
The financial statements were approved by the Board of Directors and authorised for issue on |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Share |
capital | earnings | premium |
£ | £ | £ |
Balance at 1 April 2021 | 62,500 | (2,747,795 | ) | - |
Changes in equity |
Issue of share capital | 15,625 | - | 748,189 |
Total comprehensive income | - | (285,800 | ) | - |
Balance at 31 March 2022 | 78,125 | (3,033,595 | ) | 748,189 |
Changes in equity |
Total comprehensive income | - | (943,656 | ) | - |
Balance at 31 March 2023 | 78,125 | (3,977,251 | ) | 748,189 |
Revaluation | Non-controlling | Total |
reserve | Total | interests | equity |
£ | £ | £ | £ |
Balance at 1 April 2021 | - | (2,685,295 | ) | 8,846 | (2,676,449 | ) |
Changes in equity |
Issue of share capital | - | 763,814 | - | 763,814 |
Total comprehensive income | 86,061 | (199,739 | ) | 305,300 | 105,561 |
Balance at 31 March 2022 | 86,061 | (2,121,220 | ) | 314,146 | (1,807,074 | ) |
Changes in equity |
Total comprehensive income | (38,518 | ) | (982,174 | ) | 299,931 | (682,243 | ) |
Balance at 31 March 2023 | 47,543 | (3,103,394 | ) | 614,077 | (2,489,317 | ) |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2021 | ( |
) | ( |
) |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2023 | ( |
) | ( |
) |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 | 3,740,377 | 1,219,835 |
Interest paid | (2,118,675 | ) | (1,102,628 | ) |
Finance costs paid | (68,179 | ) | - |
Tax paid | (504,393 | ) | (228,657 | ) |
Net cash from operating activities | 1,049,130 | (111,450 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (82,840 | ) | - |
Purchase of tangible fixed assets | (196,561 | ) | (36,134 | ) |
Sale of tangible fixed assets | 9,196 | - |
Purchase of subsidiaries | (5,863,232 | ) | (2,462,806 | ) |
Interest received | 11,921 | 16,627 |
Net cash from investing activities | (6,121,516 | ) | (2,482,313 | ) |
Cash flows from financing activities |
New loans in year | 5,500,000 | 12,350,000 |
Loan repayments in year | - | (9,240,000 | ) |
Amount withdrawn by directors | (533 | ) | (523 | ) |
Costs of raising finance | - | (404,429 | ) |
Net cash from financing activities | 5,499,467 | 2,705,048 |
Increase in cash and cash equivalents | 427,081 | 111,285 |
Cash and cash equivalents at beginning of year |
2 |
788,268 |
676,983 |
Cash and cash equivalents at end of year | 2 | 1,215,349 | 788,268 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
2023 | 2022 |
£ | £ |
(Loss)/profit before taxation | (563,235 | ) | 145,710 |
Depreciation charges | 1,093,648 | 543,904 |
(Profit)/loss on disposal of fixed assets | (8,893 | ) | 1,418 |
Finance costs | 2,420,627 | 1,075,782 |
Finance income | (11,921 | ) | (16,627 | ) |
2,930,226 | 1,750,187 |
Decrease/(increase) in trade and other debtors | 7,328,224 | (7,154,318 | ) |
(Decrease)/increase in trade and other creditors | (6,518,073 | ) | 6,623,966 |
Cash generated from operations | 3,740,377 | 1,219,835 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2023 |
31/3/23 | 1/4/22 |
£ | £ |
Cash and cash equivalents | 1,215,349 | 788,268 |
Year ended 31 March 2022 |
31/3/22 | 1/4/21 |
£ | £ |
Cash and cash equivalents | 788,268 | 676,983 |
3. | ANALYSIS OF CHANGES IN NET DEBT |
At 1/4/22 | Cash flow | At 31/3/23 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 788,268 | 427,081 | 1,215,349 |
788,268 | 427,081 | 1,215,349 |
Debt |
Debts falling due after 1 year | (10,995,292 | ) | (6,583,773 | ) | (17,579,065 | ) |
(10,995,292 | ) | (6,583,773 | ) | (17,579,065 | ) |
Total | (10,207,024 | ) | (6,156,692 | ) | (16,363,716 | ) |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | STATUTORY INFORMATION |
Tristone Healthcare Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 09826810 and its registered office is 5 Brooklands Place, Brooklands Road, Sale, Cheshire M33 3SD. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The presentation and functional currency is £ sterling. |
Basis of consolidation |
The consolidated financial statements include the audited accounts of the company and its subsidiaries made up to 31 March. The financial information of the subsidiaries is prepared as of the same reporting date and consolidated using consistent accounting policies. Group inter-company balances and transactions, including any unrealised profits arising from Group inter-company transactions are eliminated in full. |
Results of subsidiary undertakings acquired or disposed of during the current and prior financial year were included in the financial statements from the effective date of control or up to the date of cessation of control. The separable net assets of the acquired subsidiary undertakings were incorporated into the financial statements on the basis of fair value as at the effective date of the Group acquiring control. |
Critical accounting judgements and key sources of estimation uncertainty |
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
The 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. |
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. |
Provisions |
A provision is recognised in the balance sheet when the entity has a present legal or constructive obligation as a result of a past event, that can be reliably measured and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are recognised at the best estimate of the amount required to settle the obligation at the reporting date. |
Depreciation |
Depreciation is provided over the estimated useful life of the asset. The directors make estimates as to the length of those useful lives. |
Investments in subsidiaries |
Investments in subsidiaries are initially measured at cost and subsequently measured at amortised cost, being the transaction price less any amounts settled and any impairment losses. The directors make estimates as to the carrying value of these assets and provide for them accordingly. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Goodwill |
Goodwill arises on the acquisition of subsidiaries and represents the excess of the consideration transferred over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree and the fair value of the non-controlling interest in the acquiree. |
Goodwill is being amortised evenly over its estimated useful life of 10 years from date of acquisition. |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Property | - |
Improvements to property | - |
Plant and machinery | - |
Fixtures and fittings | - |
Motor vehicles | - |
Computer equipment | - |
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses. |
At each balance sheet date the group reviews the carrying amount of its tangible fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an asset is estimated in order to determine the extent of the impairment loss, if any. |
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately. |
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, to the extent that the increased carrying amount does not exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of an impairment loss is recognised as income immediately. |
Property, which consists of freehold and leasehold buildings, is initially recognised at cost and subsequently carried at the revalued amount less accumulated impairment losses. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The group has elected to apply the provisions of Section 11 'Basic Financial Instruments' of FRS 102 to all of its financial instruments. |
Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument. |
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Basic financial assets, which include trade debtors, other debtors, amounts owed by group undertakings, amounts owed by related parties, current asset investments and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised. |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. |
Basic financial liabilities, including trade creditors, other creditors, debentures, bank loans, other loans, deferred consideration, amounts owed to group undertakings, and amounts owed to related parties, 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 payments discounted at a market rate of interest. |
Financial liabilities are derecognised when, and only when, the group's contractual obligations are discharged, cancelled, or they expire. |
Derivative financial instruments are recognised at fair value using a valuation technique with any gains or losses being reported in profit or loss. Outstanding derivatives at reporting date are included under the appropriate format heading depending on the nature of the derivative. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss 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 profit or loss in the period to which they relate. |
Going concern |
At 31 March 2023 the Group, which includes the non-controlling interests, had a loss for the financial period of £682,243 (2022: £19,500 profit) and net liabilities of £3,103,394 (2022: £2,121,220). The company is a holding company and as such relies on its investments in its subsidiaries and the support of other group companies to ensure that it has sufficient funds to pay its debts as they fall due. |
The directors have reviewed the working capital requirement forecasts and projections for the Group of companies headed up by Tristone Capital Ltd for the next twelve months, taking account of reasonably possible changes in trading performance, together with the planned capital investment over that same period. The group is expected to have a sufficient level of financial resources available through operating cash flows and existing borrowing facilities for a period of at least 12 months from approval of these financial statements ("the going concern period"). |
Consequently, the directors are confident that the Group and the Company will have sufficient funds to continue to meet their liabilities as they fall due for at least 12 months from the date of approval of the financial statements and have therefore prepared the financial statements on a going concern basis. |
Restatement of prior year profit and loss account |
The group has restated its 2022 comparatives for cost of sales and administrative expenses, in order to realign the results with their business plan. The restatement moves costs of £1,923,072 from administrative expenses to cost of sales. The overall operating profit remains unchanged from the prior year reported financial statements. |
Mobilisation assets |
Mobilisation assets relate to the set-up cost of individual income generating units (IGU) and reflect the investment required to bring these IGU to operational status, being when a first service user moves in to the home. These IGU are each residential accommodation capable of providing care for people with complex care needs. All are set up to be capable of long-term accommodation support for their respective service users of between 15 and 25 years. |
A 7-year useful economic life for amortising the mobilisation asset into the P&L result is used to reflect the period of time over which that initial investment is expected to realise financial benefits until further expenditure is likely to be needed to maintain the IG asset at the high standard required. |
3. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 11,751,030 | 7,839,647 |
Social security costs | 896,082 | 472,604 |
Other pension costs | 288,641 | 151,165 |
12,935,753 | 8,463,416 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
3. | EMPLOYEES AND DIRECTORS - continued |
The average number of employees during the year was as follows: |
2023 | 2022 |
Directors | 5 | 4 |
Staff | 477 | 283 |
The average number of employees by undertakings that were proportionately consolidated during the year was 194 (2022 - 49 ) . |
2023 | 2022 |
£ | £ |
Directors' remuneration | 445,626 | 243,074 |
Directors' pension contributions to money purchase schemes | 33,654 | 7,198 |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc | 160,000 | 129,808 |
Pension contributions to money purchase schemes | 16,321 | 1,321 |
4. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Hire of plant and machinery | 14,919 | 11,343 |
Other operating leases | 817,694 | 77,553 |
Depreciation - owned assets | 176,177 | 36,789 |
(Profit)/loss on disposal of fixed assets | (8,893 | ) | 1,418 |
Goodwill amortisation | 914,735 | 507,113 |
Computer software amortisation | 2,736 | - |
Auditors' remuneration | 100,000 | 53,500 |
Auditors remuneration for the non-audit services of accountancy and taxation compliance was £25,800 (2022: £38,758). |
5. | EXCEPTIONAL ITEMS |
2023 | 2022 |
£ | £ |
Exceptional items | 740,418 | - |
Exceptional credits of £740,418 arise as a result of historic input VAT not previously claimed. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank loan interest | - | 249,503 |
Other interest payable | 5,512 | - |
Loan note interest | 35,303 | - |
Interest payable | - | 326,944 |
Amortised finance costs | 233,773 | 64,157 |
Loan interest | 2,077,860 | 435,178 |
Preference dividend | 68,179 | - |
2,420,627 | 1,075,782 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
2023 | 2022 |
£ | £ |
Current tax: |
UK corporation tax | 110,630 | 144,728 |
Deferred tax | 8,378 | (18,518 | ) |
Tax on (loss)/profit | 119,008 | 126,210 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
2023 | 2022 |
£ | £ |
(Loss)/profit before tax | (563,235 | ) | 145,710 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
(107,015 |
) |
27,685 |
Effects of: |
Expenses not deductible for tax purposes | 71,843 | 25,597 |
Depreciation in excess of capital allowances | 199,754 | 97,068 |
Utilisation of tax losses | (24,134 | ) | (5,622 | ) |
Adjustments to tax charge in respect of previous periods | (29,818 | ) | - |
Deferred tax movement | 8,378 | (18,518 | ) |
Total tax charge | 119,008 | 126,210 |
Tax effects relating to effects of other comprehensive income |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
7. | TAXATION - continued |
2022 |
Gross | Tax | Net |
£ | £ | £ |
Property revaluation | 114,746 | (28,685 | ) | 86,061 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Computer |
Goodwill | software | Totals |
£ | £ | £ |
COST |
At 1 April 2022 | 6,164,889 | - | 6,164,889 |
Additions | 6,304,125 | 82,840 | 6,386,965 |
At 31 March 2023 | 12,469,014 | 82,840 | 12,551,854 |
AMORTISATION |
At 1 April 2022 | 727,959 | - | 727,959 |
Amortisation for year | 914,735 | 2,736 | 917,471 |
At 31 March 2023 | 1,642,694 | 2,736 | 1,645,430 |
NET BOOK VALUE |
At 31 March 2023 | 10,826,320 | 80,104 | 10,906,424 |
At 31 March 2022 | 5,436,930 | - | 5,436,930 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
9. | INTANGIBLE FIXED ASSETS - continued |
Group |
Goodwill arises on the consolidation of the group's acquisitions that were acquired under the acquisition method of accounting. |
Goodwill of £2,819,525 arising on the acquisition of 100% of Sportfit Support Services Limited is being amortised over 10 years. |
Goodwill of £1,127,239 arising on the acquisition of 100% of Procare Wales Limited and its subsidiary Bangor Centre for Developmental Disabilities Limited is being amortised over 10 years. |
Goodwill of £881,375 arising on the acquisition of 100% of Premier Care Management Limited is being amortised over 10 years. |
Goodwill of £1,336,750 arising on the acquisition of 100% of Seaside Care Homes Limited is being amortised over 10 years. |
Goodwill of £4,194,485 arising on the acquisition of 100% of K Bond Healthcare Ltd is being amortised over 10 years. |
Goodwill of £2,109,640 arising on the acquisition of 100% of Beyond Limits (Plymouth) Ltd is being amortised over 10 years. |
Company |
Computer |
software |
£ |
COST |
Additions |
At 31 March 2023 |
AMORTISATION |
Amortisation for year |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Improvements |
to | Plant and |
Property | property | machinery |
£ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 5,620,000 | 62,216 | 154,437 |
Additions | 163,146 | - | 2,465 |
Disposals | - | - | - |
Business combinations | 454,853 | 24,075 | - |
At 31 March 2023 | 6,237,999 | 86,291 | 156,902 |
DEPRECIATION |
At 1 April 2022 | - | 47,951 | 124,747 |
Charge for year | 132,184 | 5,425 | 6,485 |
Eliminated on disposal | - | - | - |
Business combinations | 60,926 | 13,348 | - |
At 31 March 2023 | 193,110 | 66,724 | 131,232 |
NET BOOK VALUE |
At 31 March 2023 | 6,044,889 | 19,567 | 25,670 |
At 31 March 2022 | 5,620,000 | 14,265 | 29,690 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Group |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£ | £ | £ | £ |
COST OR VALUATION |
At 1 April 2022 | 79,382 | 46,653 | 67,620 | 6,030,308 |
Additions | 13,025 | - | 17,925 | 196,561 |
Disposals | - | (17,100 | ) | (2,246 | ) | (19,346 | ) |
Business combinations | 85,917 | 29,933 | 51,937 | 646,715 |
At 31 March 2023 | 178,324 | 59,486 | 135,236 | 6,854,238 |
DEPRECIATION |
At 1 April 2022 | 67,085 | 31,761 | 43,754 | 315,298 |
Charge for year | 12,347 | 4,755 | 14,981 | 176,177 |
Eliminated on disposal | - | (16,797 | ) | (2,246 | ) | (19,043 | ) |
Business combinations | 57,109 | 24,053 | 45,478 | 200,914 |
At 31 March 2023 | 136,541 | 43,772 | 101,967 | 673,346 |
NET BOOK VALUE |
At 31 March 2023 | 41,783 | 15,714 | 33,269 | 6,180,892 |
At 31 March 2022 | 12,297 | 14,892 | 23,866 | 5,715,010 |
Property includes freehold and leasehold property. At 31 March 2023 property carrying value of £6,044,889 consisted of £5,762,426 freehold land and buildings, £282,463 long leasehold land and buildings. |
Freehold property was revalued at 31 March 2022 to its fair value of £5,620,000 by Harry Torrance MRICS and Russell Lane FRICS, of Aitchison Rafferty, who are independent of the company and have experience of valuing similar properties. At 31 March 2023 the directors consider that the market value is not materially different to the carrying value of £6,044,889. |
If freehold property were included in the balance sheet on an historical cost basis, then the carrying amount would be £4,040,153 with accumulated depreciation of £268,597. |
Property additions of £163,146 and business combination additions of £454,853 are included at cost. The directors consider that the cost of these additions are not materially different from their market value at 31 March 2023. |
Plant and machinery, improvements to property, fixtures and fittings, computer equipment and motor vehicles are included at cost. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
10. | TANGIBLE FIXED ASSETS - continued |
Company |
Computer |
equipment |
£ |
COST |
At 1 April 2022 |
Additions |
Disposals | ( |
) |
At 31 March 2023 |
DEPRECIATION |
At 1 April 2022 |
Charge for year |
Eliminated on disposal | ( |
) |
At 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 April 2022 |
and 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Direct ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands PLace, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Direct ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: Kinmel Place, 56-56 Kinmel Street, Rhyl, Denbighshire, LL18 1AR |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Kinmel Place, 56-56 Kinmel Street, Rhyl, Denbighshire, LL18 1AR |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands PLace, Brooklands Road, Sale, Cheshire M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: Portman House, 53 Millbrook Road East, Southampton, Hampshire, SO15 1HN |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 1 Grantham Lane, Kingswood, Bristol, BS15 1EU |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Indirect ownership |
Registered office: 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD |
Nature of business: |
% |
Class of shares: | holding |
Direct ownership |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
The company's wholly owned subsidiary undertakings are Roundhouse Care Holdings Limited, Tristone Healthcare Properties Limited and THL Investments Limited. In addition, via its investment in THL Investments Limited, it also indirectly owns shares in companies which are subsidiaries or sub-subsidiaries of THL Investments Limited. |
The group has granted put options to the minority shareholders to purchase the remaining share capital of Tristone SSS Holdings Limited, Tristone PW Holdings Limited, Tristone NS Holdings Limited and Tristone BL Holdings Limited, should each minority shareholder wish to exercise that option. The excise period is generally between 36 and 60 months from date of acquisition of each of those companies subsidiary companies. |
12. | DEBTORS |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year: |
Trade debtors | 1,441,232 | 7,972,163 |
Amounts owed by group undertakings | - | 1,000 |
Amounts owed by associates | 154,628 | 213,239 |
Other debtors | 134,332 | 118,533 |
Directors' current accounts | 27,215 | 26,682 | 27,215 | 26,682 |
Tax | 30,566 | 74,246 |
VAT | - | - |
Called up share capital not paid | 12,500 | 12,500 |
Prepayments and accrued income | 318,950 | 323,842 |
2,119,423 | 8,742,205 |
Amounts falling due after more than one year: |
Prepayments and accrued income | 161,100 | - |
Aggregate amounts | 2,280,523 | 8,742,205 |
Included within Trade debtors are £nil (2022: £7,859,222) of debts due from local authorities in respect of historic VAT liabilities. |
Included within prepayments are mobilisation assets of £193,992 (2022: £39,041), of which £161,100 is included within debtors greater than one year. An explanation of this asset and its accounting policy is included within note 2 of these financial statements. |
Amounts owed by group undertakings are repayable on demand. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Trade creditors | 318,200 | 108,766 |
Amounts owed to group undertakings | 6,048 | - |
Tax | 125,973 | 216,135 |
Social security and other taxes | 445,577 | 224,173 |
VAT | 283,739 | 6,740,852 | - | - |
Other creditors | 170,031 | 49,782 |
Directors' current accounts | - | 1,000 | - | 1,000 |
Accruals and deferred income | 876,248 | 799,952 |
Deferred consideration | 1,375,125 | 991,250 | - | - |
3,600,941 | 9,131,910 |
Included within the VAT balance are historic VAT liabilities of £nil (2022: £6,763,401) identified within two of the group's subsidiary companies. The subsidiary companies concerned had entered into time to pay arrangements with HMRC in respect of these historic liabilities which have since been fully settled. |
Amounts owed to group undertakings are repayable on demand. |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Other loans (see note 15) | 17,579,065 | 10,995,292 |
Deferred consideration | 1,278,304 | 1,833,429 |
18,857,369 | 12,828,721 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due between two and five years: |
Preference shares | 1,000 | - | - | - |
Amounts falling due in more than five years: |
Repayable otherwise than by instalments |
Other loans more 5yrs non-inst | 18,449,000 | 12,100,000 | 17,599,000 | 12,099,000 |
Finance costs | (870,935 | ) | (1,104,708 | ) | (870,935 | ) | (1,104,708 | ) |
17,578,065 | 10,995,292 | 16,728,065 | 10,994,292 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
15. | LOANS - continued |
Other loans of £17,599,000 (2022: £12,099,000) have a term of 30 years and attract interest at 13.5% per annum, which is charged to the profit and loss account in the period it is incurred. |
Financing costs related to the raising of the loan finance are being amortised over 5 years. |
Also included within other loans are loan notes 2027 7% of £350,000 and loan notes 2027 8% of £500,000 issued during the year to former owners of the subsidiary companies acquired in the year. These are unsecured and attract monthly interest of 7% and 8% pa respectively, payable in arrears until they are repaid in 2027. |
Preference shares of £1,000 (2022: £1,000 (included within loans), accounted for as debt, have an annual dividend paid defined by organic growth of the group, and are in favour of Duke Royalty UK Limited. |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable operating | leases |
2023 | 2022 |
£ | £ |
Within one year | 622,944 | 322,477 |
Between one and five years | 824,019 | 581,076 |
In more than five years | 380,234 | - |
1,827,197 | 903,553 |
Operating leases are in respect of properties that the group rent for their clients. |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2023 | 2022 |
£ | £ |
Other loans | 17,599,000 | 12,099,000 |
Preference shares | 1,000 | 1,000 |
17,600,000 | 12,100,000 |
On 15 December 2021 the company entered into guarantees in the form of fixed and floating charges over the company's assets along with guarantees provided by its direct and indirect subsidiary companies; Premier Care Management Limited, Tristone PCM Limited, Procare Wales Limited, Bangor Centre for Developmental Disabilities Limited, Sportfit Support Services Limited, Tristone PW Holdings Limited, Roundhouse Care Holdings Limited, Tristone SSS Holdings Limited, Seaside Care Homes Limited (from 2 March 2022), Tristone NS Holdings (from 25 November 2022), K Bond Healthcare Ltd (from 12 December 2022), Tristone BL Holdings Limited (from 10 March 2022), Beyond Limits (Plymouth) Ltd (from 19th April 2022) and THL Investments Limited, to secure the company's borrowings. At 31 March 2023 the amount outstanding in respect of these borrowings was £17,599,000 (2022: £12,099,000). The beneficiary of the securities are Duke Royalty UK Limited. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
18. | FINANCIAL INSTRUMENTS |
GROUP |
Carrying amount of financial assets |
At 31 March 2023 debt instruments measured at amortised cost amounted to £2,972,756 (2022: £9,119,885). |
Carrying amount of financial liabilities |
Carrying amount of financial liabilities measured at amortised cost at 31 March 2023 amounted to £20,726,773 (2022: £15,084,226). |
COMPANY |
Carrying amount of financial assets |
At 31 March 2023 debt instruments measured at amortised cost amounted to £14,725,904 (2022: £8,912,898). |
At 31 March 2023 equity instruments measured at cost less impairment £221 (2022: £221). |
Carrying amount of financial liabilities |
Carrying amount of financial liabilities measured at amortised cost at 31 March 2023 amounted to £17,876,300 (2022: £12,445,090). |
19. | PROVISIONS FOR LIABILITIES |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Deferred tax | 539,195 | 528,856 | 731 | 193 |
Other provisions | 75,000 | - | - | - |
Aggregate amounts | 614,195 | 528,856 | 731 | 193 |
Group |
Deferred |
tax | Dilapidation |
£ | £ |
Balance at 1 April 2022 | 528,856 | - |
Provided during year | 8,378 | 75,000 |
Business combinations | 1,961 | - |
Balance at 31 March 2023 | 539,195 | 75,000 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
19. | PROVISIONS FOR LIABILITIES - continued |
Company |
Deferred |
tax |
£ |
Balance at 1 April 2022 |
Provided during year |
Balance at 31 March 2023 |
Deferred tax liabilities of £539,195 (2022: £528,856) comprise £539,195 (2022: £528,856) of capital allowances in excess of depreciation. |
Dilapidation provision of £75,000 (2022: £nil) are in respect of properties occupied by the customers of one of the group's subsidiary companies. |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £0.01 | 65,625 | 65,625 |
Allotted and issued: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary E | £0.01 | 12,500 | 12,500 |
The 4,000 Ordinary E shares remain unpaid at the year end. |
Ordinary shares have full voting, dividend and capital distribution (including winding up) rights. They do not have any rights of redemption. |
Ordinary E shares are entitled to receive notice of, and to attend any general meeting of the company. They do not have voting rights. |
21. | RESERVES |
Group |
Retained | Share | Revaluation |
earnings | premium | reserve | Totals |
£ | £ | £ | £ |
At 1 April 2022 | (3,033,595 | ) | 748,189 | 86,061 | (2,199,345 | ) |
Deficit for the year | (982,174 | ) | (982,174 | ) |
Transfer | 38,518 | - | (38,518 | ) | - |
At 31 March 2023 | (3,977,251 | ) | 748,189 | 47,543 | (3,181,519 | ) |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
21. | RESERVES - continued |
Company |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 April 2022 | ( |
) | (2,603,887 | ) |
Deficit for the year | ( |
) | ( |
) |
At 31 March 2023 | ( |
) | (3,297,863 | ) |
Share premium has arisen in respect of the shares issued during the year to Duke Royalty UK Limited and Aurium Capital Limited. |
Revaluation reserve arises as a result of the revaluation of the group's freehold properties at 31 March 2022. |
22. | PENSION COMMITMENTS |
During the year the group contributed £288,641 (2022: £150,198) to a defined contribution pension scheme. At 31 March 2023 outstanding contributions of £59,112 (2022: £28,038) are included within other creditors. |
23. | ULTIMATE PARENT COMPANY |
Tristone Capital Ltd is regarded by the directors as being the company's ultimate parent company. |
Tristone Capital Ltd is incorporated in England and its registered office is, 5 Brooklands Place, Brooklands Road, Sale, Cheshire, M33 3SD. Copies of group accounts can be obtained from Companies House. |
24. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to a director subsisted during the years ended 31 March 2023 and 31 March 2022: |
2023 | 2022 |
£ | £ |
R Finney |
Balance outstanding at start of year | 26,682 | 26,189 |
Amounts advanced | 533 | 493 |
Amounts repaid | - | - |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 27,215 | 26,682 |
Interest is charged on Directors' advances, credits and guarantees at 2%pa 2023 (2022: 2%pa). |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
25. | RELATED PARTY DISCLOSURES |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
At 31 March 2023 as a result of acquisitions during the year and prior year, the group have £3,173,429 (2022: £2,824,679) in respect of deferred consideration payable to former shareholders of certain subsidiary companies now controlled by the group. |
At 31st March 2023 the group have £350,000 loan notes (7%) and £500,000 of loan notes (8%) payable to former shareholders of certain subsidiary companies now controlled by the group. These are due to be repaid in 2027. |
During the year the group paid £40,000 for rent to a company controlled by a minority shareholder of a subsidiary company. In addition, £10,000 was paid to another minority shareholder of a subsidiary company in respect of utility bills for property rented. |
During the year ended 31 March 2023 the company made sales to companies in which the director, Y Loucopoulos, is a director and shareholder, of £296,819 (2022: £380,891). At 31 March 2023 the company was owed the following amounts in respect of those sales: |
CFS Care Limited £nil (balance of £11,400 provided for) (2022: £9,562) |
Dimensions Care Limited £14,659 (2022: £171,332) |
Juventas Services Limited £117,065 (2022: £32,255) |
In addition the company has accrued expenses of £40,000 owing to YML Holdings Limited, a company controlled by Y Loucopoulos. |
At 31 March 2023 the company was owed £19,504 by Hathaway House Holdings Limited, a company owned and controlled by Helen Shepherd, a minority shareholder within the group. |
Key management personnel are the directors. |
26. | POST BALANCE SHEET EVENTS |
During June 2023 the group purchased 100% of the share capital of South West Intervention Services Holdings Limited for £1.46m. |
27. | ULTIMATE CONTROLLING PARTY |
The controlling party is Y A Loucopoulos. |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
28. | BUSINESS ACQUISITIONS |
During the year Tristone NS Holdings Limited, a subsidiary of THL Investments Limited, acquired 100% of the issued share capital of K Bond Healthcare Ltd. |
Net assets acquired | Book Value | Adjustments | Fair value |
£ | £ | £ |
Tangible fixed assets | 24,269 | 24,269 |
Trade debtors | 139,042 | 139,042 |
Cash and cash equivalents | 389,222 | 389,222 |
Other debtors | 648,609 | 648,609 |
Trade and other creditors | (195,418 | ) | (149,285 | ) | (346,948 | ) |
Corporation tax | (257,529 | ) | (257,529 | ) |
Deferred tax |
745,951 | (149,285 | ) | 596,665 |
Goodwill | 4,194,485 |
Total consideration | 4,791,150 |
The consideration was satisfied by: | £ |
Cash | 3,639,843 |
Vendor loan notes | 500,000 |
Deferred consideration | 435,000 |
Costs of acquisition | 216,307 |
4,791,150 |
Contribution by the acquired business for the reporting period included in the group statement of |
comprehensive income since acquisition: |
£ |
Turnover | 670,904 |
Profit before tax | 195,494 |
During the year, Tristone BL Holdings Limited, a subsidiary of THL Investments Limited, acquired 100% of the issued share capital of Beyond Limits (Plymouth) Ltd. |
Net assets acquired | Book Value | Adjustments | Fair value |
£ | £ | £ |
Tangible fixed assets | 421,532 | 421,532 |
Trade debtors | 21,662 | 21,662 |
Cash and cash equivalents | 999,219 | 999,219 |
TRISTONE HEALTHCARE LIMITED (REGISTERED NUMBER: 09826810) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
Other assets | 100,376 | 100,376 |
Trade and other creditors | (421,444 | ) | (421,444 | ) |
Corporation tax | (102,607 | ) | (102,607 | ) |
Deferred tax | (1,961 | ) | (1,961 | ) |
1,016,777 | nil | 1,016,777 |
Goodwill | 2,109,640 |
Total consideration | 3,126,417 |
The consideration was satisfied by: | £ |
Cash and debt | 2,237,041 |
Deferred consideration | 385,000 |
Costs of acquisition | 154,376 |
Vendor loan notes | 350,000 |
3,126,417 |
Contribution by the acquired business for the reporting period included in the group statement of |
comprehensive income since acquisition: |
£ |
Turnover | 4,225,086 |
Profit before tax | 278,275 |