Source - LSE Regulatory
RNS Number : 6589S
Stelrad Group PLC
13 March 2023
 

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Stelrad Group plc - preliminary announcement of final results for the year ended 31 December 2022

 

Record results underpinned by resilient business model

 

Stelrad Group plc ("Stelrad" or "the Group" or "the Company", LSE: SRAD), a leading specialist manufacturer and distributor of steel panel and other designer radiators in the UK, Europe and Turkey, today announces its audited financial results for the year ended 31 December 2022.

 

Results summary*

                         

2022

 

2021

 

Increase/ (decrease) %

 






Revenue (pre-IAS 29), £m**

312.1


272.3


14.6

Adjusted operating profit, £m **

34.0


33.2


2.4

Adjusted profit for the year, £m **

24.3


21.6


12.9

Adjusted Earnings per share, pence **

19.11


16.92


12.9

 






Statutory revenue, £m

316.3


272.3


16.2

Statutory operating profit, £m

22.6


26.6


(14.8)

Statutory profit for the year, £m

4.3


14.7


(70.6)

Statutory earnings per share, pence

3.38


11.51


(70.6)

 






Adjusted free cash flow, £m **

17.2


21.2


(18.9)

Net debt (excluding lease liabilities), £m

68.4


40.9


67.2

Total dividend per share, pence

7.64


0.96


695.8







*As a result of inflation in Turkey exceeding 100% over a three-year period, the Group was required to adopt IAS 29 in respect of its Turkish subsidiary for the first time in the financial statements for the year ended 31 December 2022. The impact of the adoption of IAS 29 is a non-cash item but has a £16.3m negative impact on statutory profit for the year. See Finance and business review for further details. Due to a change in functional currency, IAS 29 will no longer apply after 1 January 2023.

**Adjusted figures are stated before the impact of IAS 29, exceptional items, foreign exchange differences, amortisation of customer relationships and tax thereon where applicable. See note 8 for a reconciliation of adjusted profit after tax.  See note 3 for a reconciliation of adjusted operating profit.  See the finance and business review for a reconciliation of adjusted free cash flow.

 

Financial and operational highlights

·      Record Group financial performance as a result of Stelrad's resilient business model:

-    UK & Ireland: 6.5% revenue growth (pre-IAS 29), 5.2% growth in adjusted operating profit.

-    Europe: 25.3% (-0.8% organic) revenue growth (pre-IAS 29), 7.3% growth in adjusted operating profit.

-    Turkey & International: 6.4% (+3.1% organic) revenue growth (pre-IAS 29), 29.1% reduction in adjusted operating profit.

·      Contribution per radiator (pre-IAS 29) increased by 16.5% (18.6% like-for-like increase), more than offsetting a 9.2% year on year sales volume decline (15.3% like-for-like decline) versus exceptionally strong comparatives in 2021.

·      Improved performance underpinned by proactive margin management and operational improvements across the business.

·      Completion of two further production line transfers from Western European plants to lower cost Turkish facility in the period.

·      Acquisition of Italian manufacturer of heat emitters, DL Radiators for €28.3 million in July 2022.

·   Continued to strengthen our market position, thanks to strong, long-lasting customer relationships, market-leading product availability and customer service and product innovation.

·      Recommended final dividend of 4.72 pence per share, to be paid on 26 May 2023.



Commenting on the Group's performance, Trevor Harvey, Chief Executive Officer, said:

"We delivered a record performance in 2022 thanks to the resilience of our business model combined with the hard work of our employees, the strength of our product offering, the quality of our customer relationships and our relentless approach to operational improvements across the firm.  While the market backdrop is not easy, as a business with a near 100-year track record, we have successfully navigated previous market downturns and our current management team has the experience and ability to deliver ongoing outperformance despite the challenging macroeconomic environment.  Longer-term, the twin drivers of decarbonisation and energy efficient heating remain firmly in place and we remain well-placed to deliver value for stakeholders."

 

Current trading and outlook

The Group's outlook for FY23 remains in line with current market expectations. Whilst it is early in the year and we are mindful of the exceptionally strong comparatives in H1 2022, trading since the period end has been encouraging. We remain confident in our strategic objectives of growing market share, improving product mix, optimising routes to market, and positioning the business for decarbonisation.

 

For further information:

Media enquiries

 

Stelrad Group plc

Trevor Harvey, Chief Executive Officer

George Letham, Chief Financial Officer

+44 (0)191 261 3301

 

Investec - Sole Broker

Bruce Garrow / Ben Griffiths

 

Powerscourt

James White / Genevieve Ryan

 

 

 

 

stelrad@powerscourt-group.com

+44 (0)7855 432 699

 

 

Notes to Editors

Stelrad Group plc is a leading specialist radiator manufacturer, selling an extensive range of hydronic, hybrid, dual fuel and electrical heat emitters to more than 500 customers in over 40 countries.  These include standard, premium and low surface temperature (LST) steel panel radiators, towel warmers, decorative steel tubular, steel multicolumn and aluminium radiators.

 

Following the acquisition of DL Radiators in July 2022, the Group has five core brands: Stelrad, Henrad, Termo Teknik, DL Radiators and Hudevad.  In 2021, the latest year for which data is available, Stelrad held 18.4% share by volume of the combined UK, European and Turkish steel panel radiator market, being the clear market leader in five countries - the UK, Ireland, the Netherlands, Belgium and Denmark - and having a top 3 position in a further seven markets.

 

Stelrad is headquartered in Newcastle upon Tyne in the UK and in 2022 employed 1,500+ people, with manufacturing and distribution facilities in Çorlu (Turkey), Mexborough (UK), Moimacco (Italy) and Nuth (Netherlands), with further commercial and distribution operations in Kolding (Denmark) and Krakow (Poland).

 

The Group's origins date back to the 1930s and Stelrad enjoys long established commercial relationships with many of its customers, having served each of its top five current customers for over twenty years.

 

Further information can be found at: https://stelradplc.com/

 

Chair's statement

 

Overview

In 2022, our first full year as a plc, I am pleased to report that Stelrad has continued to make strong progress.  Although macroeconomic conditions have been challenging, with an unpredictable trading environment and significant inflationary pressures, the Group's record financial performance was ahead of last year's results which were also a record.  This underlines the resilience of our business model and management's ability to execute our long-term strategy. 

 

I would like to take this opportunity to welcome DL Radiators' employees to the Stelrad Group.  The acquisition of DL Radiators was completed in July 2022 and is highly complementary, bringing the group an expanded product portfolio and additional routes to market.

 

Performance and results

Despite a reduction in volume of 9.2% in 2022, Stelrad's revenue (pre-IAS 29) increased by 14.6% to £312.1 million, whilst adjusted operating profit rose from £33.2 million in 2021 to £34.0 million, up 2.4%.  As these results show, Stelrad's business model and strategy, built on our market leadership in five countries and top three position in seven more, continue to demonstrate high levels of resilience despite the difficult trading environment, supply chain challenges and significant inflationary pressures.

 

Dividends

The Board is recommending a final dividend of 4.72 pence per share.  Subject to approval by shareholders at the Annual General Meeting on 22 May 2023, the final dividend will be paid on 26 May 2023 to shareholders on the register on 28 April 2023. In addition to the interim dividend of 2.92 pence per share, this brings total dividends for the year to 7.64 pence per share and reflects our commitment to delivering returns for our shareholders.

 

Purpose

Stelrad continues to make meaningful progress towards achieving our purpose:  helping to heat homes sustainably.  The Group has an important role to play in facilitating the transition to low and zero carbon heating systems, both through influencing specification and by supplying products able to contribute effectively to environmental and social improvement. 

 

Strategy

Stelrad's clear commercial and operational strategies delivered strong results in 2022, as the Group continued to pursue its four key strategic objectives:  growing market share, improving product mix, optimising routes to market and positioning effectively for decarbonisation. 

 

The acquisition of DL Radiators will enable further progress against these objectives in 2023 and beyond.  The resulting market share growth in steel panel radiators in Germany will move Stelrad into a Top 3 position in this key European heating market. 

 

Furthermore, the Group's Standardised product design across all manufacturing facilities alongside our extensive product range, multi-brand strategy, strong customer relationships and increased penetration of the specialist distributor channel, mean that the Group is well-placed to continue to deliver market outperformance in the year ahead, despite well-publicised macro-economic headwinds.

 

Environmental, social and governance ("ESG") objectives

High standards of corporate responsibility, sustainability and employee engagement are central to Stelrad Group's values and we take them into account as we consider the long-term impact of all our business operations.

 

During 2022, we set up a task force, led by the Chief Executive Officer, to conduct a detailed review of the Group's activities and to develop our ESG strategy further, consistent with our purpose of helping to heat homes sustainably. 

 

This has resulted in the creation of our ESG framework Fit for the Future, which supports our belief that our long-term success depends on the responsible treatment of all our stakeholders and the natural environment, building on our well-established ways of working and focusing on the most material issues for Stelrad and our stakeholders. 

 

Summary

Although 2022's turbulent macroeconomic conditions are expected to continue into 2023, the proven strength of Stelrad's management team, business model and strategic approach positions the Group effectively to benefit from market recovery over the medium-term. 

 

The strategic acquisition of DL Radiators will enable Stelrad to leverage a complementary product range, increased access to additional territories and channels to market and the transition to the low and zero carbon heating systems of the future.  This provides a significant opportunity to maximise the clear synergies that exist across our portfolio of leading brands.

 

Although 2022 was Stelrad's first full year as a plc, the Group's proven track record for progress in challenging times continued, with strong financial performance, a successful acquisition and the development of our sustainability framework Fit for the Future.

 

Bob Ellis

Chair

13 March 2023

 

Chief Executive Officer's review

 

Overview

Stelrad continued to make significant progress in 2022, delivering a record year despite testing trading conditions.  Across the heating industry, this has been a period of supply chain disruption coupled with significant material and labour cost inflation.  In order to mitigate the effects for our stakeholders, the Group has effectively managed these input cost risks and acted quickly and proactively to optimise prices, whilst continuing to pursue our strategic objectives in the face of the current macroeconomic headwinds.

 

In July 2022, Stelrad acquired leading Italian heat emitter manufacturer DL Radiators, a well-established business which complements Stelrad's existing commercial and operational strategy.  The acquisition case was compelling, providing Stelrad with market share growth, increased access to key territories and channels to market and a product range orientated towards higher added-value designs, including those suitable for use in decarbonised heating systems.  As a result, the Group is more effectively positioned than ever for future success. Integration of DL Radiators is progressing to plan.

 

In addition, over the course of the year, we have developed our Fit for the Future sustainability framework, seeking to build upon our robust existing practices and to formalise a more structured approach to ESG, consistent with Stelrad's plc status. 

 

Strong financial performance

During the course of 2022, Stelrad continued to outperform the market across the key geographies where it operates.

 

Including DL Radiators' sales from August 2022, Stelrad delivered revenue growth (pre-IAS 29) of 14.6% relative to 2021, increasing from £272.3 million to £312.1 million.  Adjusted operating profit rose by 2.4% to £34.0 million (2021:  £33.2 million).  Our flexible manufacturing footprint continues to provide us with an important cost advantage.  We moved further manufacturing lines to Turkey during the period which, along with careful management of pricing, enabled us to increase contribution per radiator by 16.5%.

 

In the UK & Ireland, revenue (pre-IAS 29) grew by 6.5%, adjusted operating profit by 5.2%, whilst in Europe, revenue (pre-IAS 29) and adjusted operating profit increased by 25.3% and 7.3% respectively. In Turkey and International markets, revenue (pre-IAS 29) increased by 6.4% whilst adjusted operating profit fell by 29.1% due to a 55% sales volume decrease in China.

 

In 2022, general inflationary pressures, rising interest rates and the effects of the war in Ukraine, notably on energy costs, combined to halt and reverse the post-pandemic recovery and were coupled with compensating distributor inventory reductions to reflect lower underlying levels of demand.

 

The impact of this challenging macroeconomic environment was clearly felt in terms of sales volume, which reduced by 9.2% versus the prior year.  2021 was an extremely strong comparator year, when volume was enhanced by post-Covid spending and stock levels throughout the distribution channel increased in anticipation of a sustained period of recovery. 

 

Compared to 2021, the volume mix for higher added-value premium steel panel radiators remained around 6% overall.  Between 2015 and 2022, Stelrad achieved 48.5% volume growth in premium steel panel radiators and is positioned effectively for the future, as economic conditions improve and markets recover. Penetration increased slightly in European markets, reflecting effective upselling in the distribution channels. The European market for premium steel panel products is more mature than UK and, as a result, we remain excited by the opportunity to substantially increase UK premium panel volumes in the future.

 

Continued investment for the future

During the course of 2022, Stelrad continued to invest in our state-of-the-art operational facilities whilst simultaneously managing the supply chain to minimise any impact on our customers and to scale production output appropriately for reduced levels of market demand.  To enhance manufacturing flexibility, a production line was transferred from the UK to our low-cost Turkish facility, an operational investment further supported by additional local warehousing capacity, which will enable ongoing improvements in customer service across the Group. 

 

Investment in our facilities continues to drive improvements in the health, safety and wellbeing of our employees.  Across the Group during 2022, we recorded a 26% reduction in lost time incidents (LTIs) relative to the prior year and, at the end of February 2023, our UK site had gone 942 days without an LTI, beating the previous record of 929 days.

 

Outlook

Despite well-documented market headwinds, Stelrad's scale, strong brands and resilient business model, combined with the highly complementary strategic acquisition of DL Radiators, mean that the Group is well positioned as we enter 2023. 

 

In the short term, while trading since the period end has been encouraging and slightly ahead of expectations, the Group still anticipates the lower volumes experienced in the second half of 2022 to continue into the first half of 2023.  The Group is expecting 2023 to return to historical seasonal patterns with the second half of the year being stronger than the first half.

 

In the longer term, energy security concerns in the wake of the Russian invasion of Ukraine continue to stimulate increased discussion around the provision of sustainable future heating solutions and Stelrad clearly has an important role to play in driving better environmental performance through enabling lower temperature heating solutions as we aim to fulfil our purpose:  helping to heat homes sustainably.

 

Furthermore, an underlying requirement for new homes, increasing demand for premium design radiators and, as part of the transition to net zero carbon, greater consumer focus on low temperature heating systems needing higher output heat emitters remain supportive macro trends that underpin the broader outlook for the business.

 

Trevor Harvey

Chief Executive Officer

13 March 2023

 

Finance and business review

 

Group overview

 

The following table summarises the Group's results for the years ended 31 December 2022 and 31 December 2021.

 

2022

2021

Increase / (decrease)

Increase / (decrease)

 

£m

£m

£m

%

Revenue (post-IAS 29)

316.3

272.3

44.0

16.2

Revenue (pre-IAS 29)

312.1

272.3

39.8

14.6

 

 

 

 

 

Adjusted operating profit

34.0

33.2

0.8

2.4

Exceptional items

(1.8)

(9.6)

7.8

81.1

Amortisation of customer relationships

(0.1)

-

(0.1)

n/a

Foreign exchange differences

(3.5)

3.0

(6.5)

(215.7)

Impact of IAS 29

(6.0)

-

(6.0)

n/a

Operating profit

22.6

26.6

(4.0)

(14.8)

Net finance costs

(4.5)

(10.2)

5.7

55.8

Monetary losses - net (IAS 29)

(7.9)

-

(7.9)

n/a

Profit before tax

10.2

16.4

(6.2)

(37.2)

Income tax expense

(5.9)

(1.7)

(4.2)

(257.4)

Profit for the year

4.3

14.7

(10.4)

(70.6)

 

 

 

 

 

Earnings per share (p)

3.38

11.51

(8.13)

(70.6)

Adjusted profit for the year

24.3

21.6

2.7

12.9

Adjusted earnings per share (p)(1)

19.11

16.92

2.19

12.9

Total dividend per share (p)

7.64

0.96

6.68

695.8

 

(1) Adjusted earnings per share is calculated on adjusted profit after tax, being earnings before exceptional items, amortisation of customer relationships, foreign exchange differences and the impact of IAS 29 and tax thereon.

 

Financial overview

 

The business was negatively impacted by a decline in demand during 2022. Renovation activity across the majority of European countries was weaker throughout the year. The reduced demand for radiators in Europe was mainly driven by a challenging macroeconomic environment due to high inflation and increasing interest rates. The market price for steel spiked upwards in the second quarter of 2022 and gradually decreased during the second half of the year but energy costs increased significantly in the same period.

 

Revenue (pre-IAS 29) for the year was £312.1 million, an increase of £39.8 million, or 14.6%, on last year (2021: £272.3 million), supported by the acquisition of DL Radiators in July 2022 and the impact of selling price increases, partially offset by a decrease in sales volumes. Steel price volatility continued in 2022 and selling price increases were applied in the year to recover steel and other inflationary cost increases. Revenue growth (pre-IAS 29) was 3.0% on a like-for-like basis.

 

Adjusted operating profit for the year was £34.0 million, an increase of £0.8 million, or 2.4%, compared to last year (2021: £33.2 million), with the benefits of a successful focus on margin management and operational improvements leading to increased margins per radiator, which have more than offset a decrease in sales volumes of 9.2%. Adjusted operating profit increased by 1.6% on a like-for-like basis.

 

Statutory operating profit for the year was £22.6 million (2021: £26.6 million), after deducting the non-cash impact of IAS 29 of £6.0 million (2021: £nil), exceptional costs of £1.8 million (2021: £9.6 million), the amortisation of customer relationships of £0.1m (2021: £nil) and the impact of foreign exchange losses of £3.5 million (2021: gains of £3.0 million). The exceptional costs incurred in 2022 related to restructuring costs to reconfigure and optimise production, acquisition costs and the reversal of the IFRS 3 uplift on finished goods and work in progress required as part of business combination accounting.

 

Adjusted profit for the year increased by £2.7 million, or 12.9%, to £24.3 million. Statutory profit for the year, after deducting the £6.0 million impact of IAS 29 within operating profit and £7.9 million of net monetary losses, decreased by £10.4 million, or 70.6%, to £4.3 million (2021: £14.7 million). Adjusted earnings per share was 19.11 pence (2021: 16.92 pence), whilst the statutory earnings per share after the impact of IAS 29 was 3.38 pence (2021: 11.51 pence).

 

On 13 July 2022, the Group purchased DL Radiators s.r.l. for €28,346,000.  As part of this process, the £80 million revolving credit facility jointly financed by National Westminster Bank plc and Barclays PLC was increased by £20 million by means of an accordion option on 8 July 2022. The amended and restated facility agreement is made up of a £76.0 million revolving credit facility and a €28.3 million term loan facility expiring in November 2024 with a two-year extension option.

 

There was a further devaluation of the Turkish Lira against all hard currencies during 2022. Historically devaluation of Turkish Lira has led to foreign exchange gains (non-cash in nature) being recorded in the income statement. The USD strengthened more significantly against Turkish Lira than both GBP and Euro in 2022, resulting in non-cash foreign exchange losses of £3.5 million (2021: gains of £3.0 million). The currency differences arise from the retranslation of our hard currency assets and liabilities in our Turkish subsidiary and these non-cash currency gains and losses have been excluded from adjusted operating profit.

 

At 31 December 2022 the Group had cash of £22.6 million (2021: £15.6 million) and undrawn available facilities of £10.1 million (2021: £23.5 million), with net debt before finance leases of £68.4 million (2021: £40.9 million).

 

IAS 29

As a result of inflation in Turkey exceeding 100% over a three-year period, the Group was required to adopt IAS 29 in respect of its Turkish subsidiary for the first time in its financial statements during the year ended 31 December 2022. The impact of the adoption of IAS 29 is explained in more detail in note 21 of the statement, with the accounting policy outlined in note 1 of the statement.

 

The impact of IAS 29 at 31 December 2021 is accounted for as a positive restatement to opening reserves. Management believes that the pre-IAS 29 results give a more meaningful representation of the Group's underlying performance in the year due to more than 80% of assets, liabilities, revenues and costs in the Turkish subsidiary being denominated in hard currencies. A negative adjustment to operating profit in the year ended 31 December 2022 of £6.0 million has therefore been removed in arriving at adjusted operating profit.  Similarly, adjusted profit after tax is stated before the full impact of the IAS 29 loss for the year of £16.3 million.

 

The impact of IAS 29 on the results for the year ended 31 December 2022 is outlined below.

 

 

Statutory position

IAS 29

Pre-IAS 29 position

 

£m

£m

£m

Revenue

316.3

4.2

312.1

Adjusted operating profit

34.0

-

34.0

Exceptional items

(1.8)

-

(1.8)

Amortisation of customer relationships

(0.1)

-

(0.1)

Foreign exchange differences

(3.5)

(0.5)

(3.0)

Impact of IAS29

(6.0)

(6.0)

-

Operating profit/(loss)

22.6

(6.5)

29.1

Net finance costs

(4.5)

-

(4.5)

Monetary losses - net (IAS 29)

(7.9)

(7.9)

-

Profit/(loss) before tax

10.2

(14.4)

24.6

Income tax expense

(5.9)

(1.9)

(4.0)

Profit/(loss) for the year

4.3

(16.3)

20.6

 

Functional currency

The Group determined that the functional currency of its Turkish business has changed following the increased production capabilities at the Turkish factory arising from the installation of two new manufacturing lines in the second half of 2022.  The new lines are intended to predominantly serve the European and UK export markets which has given rise to a change in currency profile and therefore functional currency of the business.  The change in functional currency of the Turkish business from Turkish Lira to Euros will be accounted for prospectively from 1 January 2023, after which date IAS 29 will no longer be adopted.

 

DL Radiators acquisition

During the year, the Group completed the acquisition of DL Radiators for €28,346,000. DL Radiators is a leading Italian heat emitter manufacturer which produces and sells both hydronic and electric radiators into the European domestic heating market.

 

Further analysis of DL Radiators, and its strategic fit within the Group, will be included in the Group's 2022 Annual Report and Accounts. The business combination accounting for the acquisition is outlined in note 12 of this statement.

 

Revenue (pre-IAS 29) by geographical market

 

The table below sets out the Group's revenue (pre-IAS 29) by geographical market.

 

Revenue (pre-IAS 29) by geographical market

2022

2021

Increase / (decrease)

Increase / (decrease)


£m

£m

£m

%






UK & Ireland

138.9

130.4

8.5

6.5

Europe

147.9

118.1

29.8

25.3

Turkey & International

25.3

23.8

1.5

6.4

Total

312.1

272.3

39.8

14.6

 

UK & Ireland

The Group's revenue (pre-IAS 29) in UK & Ireland for the year was £138.9 million (2021: £130.4 million), an increase of £8.5 million, or 6.5%. This was principally a result of the impact of selling price increases implemented to mitigate the impact of inflationary costs, partially offset by a decrease in sales volumes.

 

Europe

The Group's revenue (pre-IAS 29) in Europe for the year was £147.9 million (2021: £118.1 million), an increase of £29.8 million, or 25.3%, supported by the acquisition of DL Radiators and the impact of selling price increases implemented to mitigate the impact of inflationary costs, offset by a decrease in sales volumes. Excluding the acquisition of DL Radiators, the Group's revenue (pre-IAS 29) in Europe for the year was £117.1 million.

 

Turkey & International

The Group's revenue (pre-IAS 29) in Turkey & International for the year was £25.3 million (2021: £23.8 million), an increase of £1.5 million, or 6.4%. This was principally a result of the impact of selling price increases implemented to mitigate the impact of inflationary costs, partially offset by a decrease in sales volumes.

 

Adjusted operating profit by geographical market

 

The table below sets out the Group's adjusted operating profit by geographical market.

 

Adjusted operating profit by geographical market

2022

2021

Increase / (decrease)

Increase / (decrease)


£m

£m

£m

%

UK & Ireland

22.7

21.6

1.1

5.2

Europe

13.9

12.9

1.0

7.3

Turkey & International

2.1

2.9

(0.8)

(29.1)

Central costs

(4.7)

(4.2)

(0.5)

(9.9)

Total

34.0

33.2

0.8

2.4

 

UK & Ireland

The Group's adjusted operating profit in UK & Ireland for the year was £22.7 million (2021: £21.6 million), an increase of £1.1 million, or 5.2%. This was principally as a result of successful margin management leading to increased margins per radiator, partially offset by lower sales volumes.

 

Europe

The Group's adjusted operating profit in Europe for the year was £13.9 million (2021: £12.9 million), an increase of £1.0 million, or 7.3%. This was principally as a result of successful margin management leading to increased contributions per radiator, combined with the acquisition of DL Radiators, partially offset by lower sales volumes.

 

Turkey & International

The Group's adjusted operating profit in Turkey & International for the year was £2.1 million (2021: £2.9 million), a reduction of £0.8 million, or 29.1%. Despite proactive margin management, a decline of 55% in sales volumes in China reduced operating profit in this territory.

 

Central costs

Central costs for the year were £4.7 million (2021: £4.2 million), an increase of £0.5 million, or 9.9%.  Costs increased principally as a result of additional expenditure arising due to the Group being listed, following the completion of the IPO in November 2021.

 

Exceptional costs

During the year exceptional costs of £1.8 million were incurred (2021: £9.6 million).

 

The exceptional costs incurred in 2022 related to restructuring costs to reconfigure and optimise production, acquisition costs and the reversal of the IFRS 3 uplift on finished goods and work in progress required as part of business combination accounting.

 

The exceptional costs incurred in 2021 related to the cost of professional advisers employed to consider the potential recapitalisation of the Group and the costs associated with the IPO undertaken by the Group.

 

These costs are one-off in nature and disclosing these costs as exceptional allows the true underlying performance of the Group to be more easily reviewed.

 

Finance costs

 

The Group's net finance costs for the year were £4.5 million (2021: £10.2 million). The 55.8% decrease of £5.7 million is primarily due to the repayment of the historical shareholder loans in November 2021, replaced by the Group's current debt structure with lower interest rates. The interest rate of the Group's debt is based on a margin of 2% plus SONIA/Euribor dependent on the currency of the drawing.

 

Income tax expense

 

The Group's income tax expense for the year was £5.9 million (2021: £1.7 million), an increase of £4.2 million, or 257.4%. On an adjusted basis the Group's income tax expense was £5.1 million which is an increase of £3.7 million from 2021. The 2022 statutory tax charge includes a £1.9 million charge due to IAS 29, with a deferred liability recognised to reflect the higher asset values arising under IAS 29. The increase in the underlying tax charge is due to a number of factors but significantly the 2021 charge benefiting from the recognition of previously unrecognised deferred tax assets.

 

Earnings per share and adjusted earnings per share

 

Profit for the year decreased by £10.4 million, or 70.6%, to £4.3 million (2021: £14.7 million) and earnings per share was 3.38 pence (2021: 11.51 pence).  The weighted average number of shares was 127.4 million (2021: 127.4 million). Adjusted profit for the year increased by £2.7 million, or 12.9%, to £24.3 million (2021: £21.6 million) and consequently, adjusted earnings per share was 19.11 pence (2021: 16.92 pence). 

 

Dividends and reserves

 

The Group is committed to delivering returns for its shareholders. It has initially adopted a dividend policy targeting an annualised pay-out of approximately 40% of adjusted earnings, with capital allocation focused on reinvestment for growth. The Group intends to split dividend payments approximately 33% and 67% between the Group's interim and final dividend payments respectively, across the fiscal year.

 

The Group paid an interim dividend in respect of the year ended 31 December 2022 of 2.92 pence per share.  The Board has recommended a final dividend of 4.72 pence per share at a cost of £6.0 million to the Group.  The total dividend in respect of the year ended 31 December 2022 will be 7.64 pence per share (2021: 0.96 pence per share on a pro rata basis from 10 November 2021 to 31 December 2021).

 

Cash flow

 

The following table summarises the Group's cash flow for the years ended 31 December 2022 and 31 December 2021.

 


2022

2021

Increase / (decrease)


£m

£m

£m

EBITDA

42.2

40.6

1.6

Gain on disposal of property, plant and equipment

(0.2)

(0.2)

-

Share based payments

0.3

-

0.3

Working capital adjustments (adjusted for foreign exchange)

(9.8)

(5.7)

(4.1)

Net capital expenditure

(11.6)

(9.9)

(1.7)

Adjusted cash flow from operations

20.9

24.8

(3.9)

Income tax paid

(3.8)

(3.7)

(0.1)

Interest received

0.1

0.1

-

Adjusted free cash flow

17.2

21.2

(4.0)

 

 

 

Increase / (decrease)

Adjusted cash flow from operations (£m)

20.9

24.8

(3.9)





Adjusted operating profit (£m)

34.0

33.2

0.8





Adjusted cash flow from operations conversion (%)

(13.3)

 

The Group's adjusted free cash flow for the year was £17.2 million (2021: £21.2 million), a decrease of £4.0 million. This reflects a reduction in the Group's adjusted cash flow from operations.

 

The Group's adjusted cash flow from operations for the year was £20.9 million (2021: £24.8 million), a decrease of £3.9 million.  This was principally as a result of increased working capital outflows arising from reduced production output in Turkey and capital expenditure relating to a new production line in Italy, partially offset by an increase in EBITDA. Adjusted operating profit for the period was £34.0 million (2021: £33.2 million), an increase of £0.8 million, following an increase in the profitability of the Group. Adjusted cash flow from operations conversion for the period was 61.5% (2021: 74.8%), a reduction of 13.3pp, reflecting the movements in adjusted cash flow from operations described above.

 

Capital expenditures

 

The Group's capital expenditures mainly relate to investment in buildings and operating plant and equipment.  The following table sets out the Group's capital expenditure, including right-of-use assets, net of transfers from assets under construction.

 


2022

2021


£m

£m

Freehold land and buildings

2.0

0.7

Leasehold buildings

0.4

0.5

Assets under construction(1)

1.6

2.0

Plant and equipment

5.6

5.2

Fixtures and fittings

1.6

1.2

Intangible assets

0.2

-

Total

11.4

9.6

(1) The significant parts of the assets under construction relate to plant and equipment.

 

Key capital expenditure in the year ended 31 December 2022 related to investment in warehousing and additional production lines at the Group's facilities in Turkey and the installation of a new steel panel radiator production line in Italy. The Group's capital expenditure will reduce in future years.

 

Net debt

 


During the year ended 31 December 2021, the Group refinanced and repaid all legacy financing arrangements and shareholder loans, replacing them with a new three-year revolving credit facility of £80.0 million.  During the year ended 31 December 2022, the Group increased the availability on existing facilities to £100.0 million (before foreign exchange movements) by exercising an accordion option.  The amended and restated facility agreement is made up of a £76.0 million revolving credit facility and a €28.3 million term loan facility.

 

At 31 December 2022, statutory net debt (including finance leases) of £78.4 million (2021: £50.2 million), comprises £91.0 million (2021: £56.5 million) drawn down against the multicurrency facility and £10.0 million (2021: £9.3 million) finance leases net of £22.6 million (2021: £15.6 million) cash.

 

 

2022

2021


£m

£m




Revolving credit facility - GBP

55.3

56.5

Revolving credit facility - Euro

10.6

-

Term loan

25.1

-

Cash

(22.6)

(15.6)

Net debt before finance leases

68.4

40.9

Finance leases

10.0

9.3

Net debt

78.4

50.2

 

 

George Letham

Chief Financial Officer

13 March 2023

 


Consolidated income statement

for the year ended 31 December 2022

                         

 

2022

 

2021


 

 

 

 


Note

£'000

 

£'000

Continuing operations





 





Revenue

3

316,315


272,285






Cost of sales (excluding exceptional items)


(235,194)


(192,279)

Exceptional items

3

(1,054)


-

Cost of sales


(236,248)


(192,279)






Gross profit


80,067

 

80,006






Selling and distribution expenses


(40,800)


(35,478)

Administrative expenses (excluding exceptional items)


(12,811)


(11,584)

Exceptional items

3

(755)


(9,589)

Administrative expenses


(13,566)


(21,173)

Other operating income

4

373


3,204

Other operating expenses

5

(3,446)


-






Operating profit


22,628


26,559






Finance income


50


141

Finance costs

6

(4,573)


(10,379)

Monetary losses - net

21

(7,860)


-

 





Profit before tax


10,245

 

16,321

 





Income tax expense

7

(5,936)


(1,661)






Profit for the year


4,309

 

14,660






 

Note

2022


2021

 





Earnings per share





Basic   

8

3.38p


11.51p

Diluted 

8

3.38p


11.51p






Adjusted earnings per share





Basic

8

19.11p


16.92p

Diluted 

8

19.11p


16.92p






 

Consolidated statement of comprehensive income

for the year ended 31 December 2022

 

                         

 

2022

 

2021


 

 

 

 


Note

£'000

 

£'000

 





Profit for the year


4,309

 

14,660

 





Other comprehensive income/(expense)





 





Other comprehensive income/(expense) that may be reclassified to profit or loss in subsequent periods:





 





Net gain on monetary items forming part of net investment in foreign operations and qualifying hedges of net investments in foreign operations


1,691


5,192

Income tax effect

7

(631)


(1,235)






Exchange differences on translation of foreign operations


(5,941)


(26,072)

 





 





Net other comprehensive expense that may be reclassified to profit or loss in subsequent periods


(4,881)

 

(22,115)






Other comprehensive expense not to be reclassified to profit or loss in subsequent periods:










Remeasurement losses on defined benefit plans


(1,932)


(141)

Income tax effect

7

423


35











Net other comprehensive expense not to be reclassified to profit or loss in subsequent periods


(1,509)

 

(106)






Other comprehensive expense for the year, net of tax


(6,390)

 

(22,221)






Total comprehensive expense for the year, net of tax attributable to owners of the parent


(2,081)

 

(7,561)






 

 

 

Consolidated balance sheet

as at 31 December 2022

 

                         

 

 

2022

 

2021


 

 

 

 

 


Note

 

£'000

 

£'000







Assets






Non-current assets






Property, plant and equipment

10


91,604


53,694

Intangible assets

11


3,855


-

Trade and other receivables

15


317


10

Deferred tax assets

7


5,397


6,284




101,173


59,988

Current assets






Inventories

14


77,851


56,781

Trade and other receivables

15


60,497


46,731

Income tax receivable



235


104

Cash and cash equivalents



22,641


15,563




161,224


119,179







Total assets


 

262,397

 

179,167







Equity and liabilities






Equity






Share capital

18


127


127,353

Share premium

18


-


13,391

Merger reserve



(114,469)


(114,469)

Retained earnings                                 



227,849


57,814

Foreign currency reserve



(62,058)


(57,177)

Total equity


 

51,449

 

26,912







Non-current liabilities






Interest-bearing loans and borrowings

13


98,513


62,865

Deferred tax liabilities

7


2,611


126

Provisions

17


1,799


158

Net employee defined benefit liabilities



4,542


1,728



 

107,465

 

64,877

Current liabilities






Trade and other payables

16


99,214


83,883

Interest-bearing loans and borrowings

13


1,520


1,794

Income tax payable



1,829


1,522

Provisions

17


920


179




103,483


87,378

 

 

 


 


Total liabilities

 

 

210,948

 

152,255

Total equity and liabilities

 

 

262,397

 

179,167







 

Consolidated statement of changes in equity

for the year ended 31 December 2022

 


Attributable to the owners of the parent

 


Issued share capital

 

Share premium

 

Merger reserve

 

Retained earnings

 

Foreign currency

 

Total


£'000

 

£'000

 

£'000

 

£'000

 

£'000

 

£'000













At 1 January 2021

65


198


940


43,260


(35,062)


9,401













Profit for the year

-


-


-


14,660


-


14,660

Other comprehensive expense for the year

-


-


-


(106)


(22,115)


(22,221)













Total comprehensive income/(expense)

-


-


-


14,554


(22,115)


(7,561)

 












Shares issued on incorporation

50


-


-


-


-


50

"C" share redemption

(13)


-


-


-


-


(13)

Noosa share reorganisation

(50)


50


-


-


-


-

Share for share exchange - old

(2)


(248)


250


-


-


-

Share for share exchange - new

115,659


-


(115,659)


-


-


-

Shares issued

11,644


13,391


-


-


-


25,035













At 31 December 2021

127,353


13,391


(114,469)


57,814


(57,177)


26,912

IAS 29 adjustment (note 21)

-


-


-


8,327


-


8,327

At 31 December 2021 (restated)

127,353


13,391


(114,469)


66,141


(57,177)


35,239

 












Profit for the year

-


-


-


4,309


-


4,309

Other comprehensive expense for the year

-


-


-


(1,509)


(4,881)


(6,390)

 












Total comprehensive income/(expense)

-


-


-


2,800


(4,881)


(2,081)

 












Capital reduction

(127,226)


(13,391)


-


140,617


-


-

IAS 29 adjustment to retained earnings in the year (note 21)

-


-


-


22,982


-


22,982

Share-based payment charge

-


-


-


250


-


250

Dividends paid (note 9)

-


-


-


(4,941)


-


(4,941)

 












At 31 December 2022

127


-


(114,469)


227,849


(62,058)


51,449

 


























 

Consolidated statement of cash flows

for the year ended 31 December 2022

 

                         

 

2022

 

2021


 

 

 

 


Note

£'000

 

£'000

Operating activities





Profit before tax


10,245


16,321






Adjustments to reconcile profit before tax to net cash flows:





- Depreciation of property, plant and equipment

10

9,700


7,409

- Amortisation of intangible assets

11

163


-

- Gain on disposal of property, plant and equipment


(220)


(213)

- Monetary loss IAS 29

21

7,860


-

- Monetary loss IAS 29 income statement element


3,530


-

- Share-based payments


250


-

- Finance income


(50)


(141)

- Finance costs

6

4,573


10,379






Working capital adjustments:





- Decrease/(increase) in trade and other receivables


1,632


(17,380)

- Decrease/(increase) in inventories


5,831


(31,695)

- (Decrease)/increase in trade and other payables


(11,528)


40,291

- (Decrease)/increase in provisions


(1,297)


158

- Decrease in other pension provisions


(23)


(59)

- Difference between pension charge and cash contributions


(319)


(22)



30,347


25,048






Income tax paid


(3,801)


(3,734)

Interest received


50


141






Net cash flows generated from operating activities

 

26,596

 

21,455

 





Investing activities





Proceeds from sale of property, plant and equipment and intangibles


316


487

Purchase of property, plant and equipment

10

(9,671)


(8,646)

Purchase of intangible assets

11

(164)


-

Business combination of subsidiaries, net of cash acquired

12

(20,484)


-






Net cash flows used in investing activities

 

(30,003)

 

(8,159)






Financing activities





Transaction costs related to refinancing


(429)


(1,171)

Proceeds from external borrowings


34,122


56,500

Repayment of external borrowings


(1,250)


(11,001)

Repayment of borrowings acquired with subsidiary


(10,746)


-

Repayment of shareholder loans


-


(76,528)

Settlement of deferred consideration


-


(202)

Payment of lease liabilities


(2,049)


(1,666)

Share capital issued


-


25,085

Share capital repaid - "C" shares


-


(13)

Interest paid


(3,269)


(779)

Dividends paid

9

(4,941)


-






Net cash flows generated from/(used in) financing activities

 

11,438

 

(9,775)






Net increase in cash and cash equivalents


8,031


3,521

Net foreign exchange difference


(953)


(8,041)

Cash and cash equivalents at 1 January


15,563


20,083






Cash and cash equivalents at 31 December


22,641

 

15,563

 

 

 

 


 

Notes to the consolidated financial statements

for the year ended 31 December 2022

 

1      Basis of preparation

 

The results for the year ended 31 December 2022, including comparative financial information, have been prepared in accordance with UK adopted international accounting standards ("IFRS") in conformity with the requirements of the Companies Act 2006 and the disclosure guidance and transparency rules sourcebook of the United Kingdom's Financial Conduct Authority.

 

Stelrad Group plc ("the Company") has adopted all IFRS in issue and effective for the year.

 

While the financial information included in this preliminary announcement has been prepared in accordance

with the recognition and measurement criteria of IFRS, this announcement does not itself contain sufficient

information to comply with IFRS. The Company expects to publish full financial statements that comply with

IFRS in March 2023.

 

The financial information set out above does not constitute the Company's statutory accounts for the years

ended 31 December 2022 but is derived from those accounts. Statutory accounts for 2022 will be delivered in due course. The auditors have reported on those accounts: their report was unqualified, did not draw attention to any matters by way of emphasis and did not contain statements under s498 (2) or (3) of the Companies Act 2006.

 

Going concern

Having considered the Group's current trading, cash flow generation and debt maturity and applying severe but plausible stress testing scenarios, the Directors have concluded that it is appropriate to prepare the consolidated financial statements on a going concern basis.  Under a severe but plausible downside scenario, the Group remains within its debt facilities and its financial covenants until 31 December 2025.  Based on this going concern review, the Directors have concluded that, at the time of approving the financial statements, the Group will be able to continue to operate within its existing facilities and is well placed to manage its business risks successfully.

 

The financial information presented in respect of the year ended 31 December 2022 has been prepared on a basis consistent with the financial information presented for the year ended 31 December 2021 except for the application of three new accounting policies which are:

 

Business combinations and goodwill (IFRS 3)

 

Business combinations are accounted for using the acquisition method. The cost of an acquisition is measured as the consideration transferred measured at acquisition date. When the Group acquires a business, it assesses the financial assets and liabilities assumed for appropriate classification and designation in accordance with the contractual terms, economic circumstances and pertinent conditions as at the acquisition date.

 

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred over the fair values of net identifiable assets acquired, liabilities assumed and contingent liabilities. 

 

After initial recognition, goodwill is measured at cost less any accumulated impairment losses. For the purpose of impairment testing, goodwill acquired in a business combination is, from the acquisition date, allocated to each of the Group's cash-generating units that are expected to benefit from the combination.

 

Where goodwill has been allocated to a cash-generating unit and part of the operation within that unit is disposed of, the goodwill associated with the disposed operation is included in the carrying amount of the operation when determining the gain or loss on disposal. Goodwill disposed in these circumstances is measured based on the relative values of the disposed operation and the portion of the cash-generating unit retained.

 

Financial reporting in hyperinflationary economies (IAS 29)

 

The financial statements of any subsidiary entity whose functional currency is the currency of a hyperinflationary economy have been restated for changes in the general purchasing power of that currency. The financial statements of entities whose functional currency is the Turkish Lira have been restated from 1 January 2022 by applying a general price index. As a result, the financial statements are stated in terms of the measuring unit current at the balance sheet date. In summary:

 

·      non-monetary assets and liabilities (other than those that are carried at current amounts at the end of the reporting period, such as net realisable value and fair value) have been restated for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date;

·      monetary assets and liabilities have not been restated;

·      all items in the statement of comprehensive income have been expressed in terms of the measuring unit current at the end of the reporting period and have therefore been restated for inflation from the dates when the items of income and expenses were initially recorded in the financial statements; and

·      a gain or loss on the net monetary position has been included in profit or loss for the period from 1 January 2022 to the end of the reporting period to reflect the impact of inflation on holding monetary assets and liabilities in local currency.

 

The general price index used at the balance sheet date is the TUIK Index provided by the Turkish Statistical Institute. The movement in the index during the current reporting period was 64%.

 

One of the indicators of a hyperinflationary currency is cumulative inflation over a three-year period in excess of 100%. This became the case for the Turkish Lira at 31 March 2022 and, as such, the use of inflation accounting is required in respect of Turkish Lira functional operations for periods ending on or after 30 June 2022 using the published consumer price index.

 

In the process of applying IAS 29, management does not consider that it has made any judgements which would have a significant effect on the amounts recognised in the consolidated financial statements.

 

The financial statements of a subsidiary entity that has the functional currency of a hyperinflationary economy are restated in accordance with IAS 29, as outlined above, before being included in the consolidated financial statements. All amounts in the subsidiary's financial statements, including all items in the statement of comprehensive income (which would usually be translated at average exchange rate), have then been translated at the closing exchange rate.

 

Comparative amounts presented previously in a stable currency have not been restated.

 

The difference between the closing equity of the previous year and the opening equity of the current year has been recognised as an IAS 29 adjustment in the consolidated statement of changes in equity.

 

The combined effect of restating in accordance with IAS 29 and translation in accordance with IAS 21 have been presented as a net change in other comprehensive income.

 

Further details on the application of IAS 29 are presented in note 21.

 

Share-based payments (IFRS 2)

 

The fair value of equity-settled share options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured as at the date the options are granted and the charge is only amended if vesting does not take place due to non-market conditions not being met. Various option pricing models are used according to the terms of the option scheme under which the options were granted. The fair value is spread over the period during which the employees become unconditionally entitled to the options. At the balance sheet date, if it is expected that non-market conditions will not be satisfied, the cumulative expense recognised in relation to the relevant options is reversed.

 

With respect to share-based payments, a deferred tax asset is recognised on the relevant tax base. The tax base is then compared to the cumulative share-based payment expense recognised in the income statement. Deferred tax arising on the excess of the tax base over the cumulative share-based payment expense recognised in the income statement has been recognised directly in equity outside the SOCI as share-based payments are considered to be transactions with shareholders.

 

Where the company grants options over its own shares to employees of its subsidiaries, it recognises, in its individual financial statements, an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its consolidated financial statements, with the corresponding credit being recognised in equity.

 

2      Significant accounting judgements, estimates and assumptions

 

The preparation of the Group's consolidated financial statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future periods.

 

Judgements

In the process of applying the Group's accounting policies, management has made judgements which would have a significant effect on the amounts recognised in the consolidated financial statements.

 

Business combinations

In July 2022, the Group acquired DL Radiators SpA, an Italian manufacturer of heat emitters, for €28.3m.

 

As a result, an exercise was undertaken to measure the fair value of assets and liabilities acquired as part of the business combination. This included ascertaining a fair value for all inventory acquired as part of the business combination. Management exercised judgement in determining whether any additional intangible assets, such as customer relationships, should be identified and the valuation assigned to these. Management engaged with experts in order to assist with the valuation of certain tangible and intangible assets, including customer relationships.

 

Estimates and assumptions

The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year, are described below. The Group based its assumptions and estimates on parameters available when the consolidated financial statements were prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes or circumstances arising beyond the control of the Group. Such changes are reflected in the assumptions when they occur.

 

Rebates

A proportion of rebates is paid to the end consumers of goods sold. Uncertainties exist over provisions made as, until claims are made by end consumers, the Group cannot be certain which consumers have purchased which products. Due to this uncertainty it is therefore judgemental what contractual rates, if any, will apply to goods sold.

 

Significant management judgement is required in order to assess the provision required at the balance sheet date. Management is able to utilise market information and historical/current data and trends in order to make an appropriate provision.

 

A reasonably possible change in the estimates surrounding rebates would not result in a material impact to the financial statements.

 

3      Segmental information

 

IFRS 8 Operating Segments requires operating segments to be determined by the Group's internal reporting to the Chief Operating Decision Maker ("CODM"). The CODM has been determined to be the Chief Executive Officer and Chief Financial Officer, who receive information on the Group's revenue channels in key geographical regions based on the Group's management and internal reporting structure. The CODM assesses the performance of geographical segments based on a measure of revenue and adjusted operating profit.

 

Adjusted operating profit is earnings before interest, tax, amortisation of customer relationships, exceptional items, the impact of IAS 29 and foreign exchange differences. IAS 29 was applied for the first time in the year ended 31 December 2022. The impact of IAS 29 has been removed in arriving at revenue (pre-IAS 29) and adjusted operating profit, as management believe that the pre-IAS 29 results give a more meaningful presentation of the Group's underlying performance.

Revenue (pre-IAS 29) by geographical market

 

2022

 

2021


 

£'000

 

£'000


 

 

 

 

UK & Ireland


138,874


130,405

Europe


147,909


118,063

Turkey & International


25,335


23,817






Revenue (pre-IAS 29)


312,118


272,285






Impact of IAS 29


4,197


-






Total revenue

 

316,315


272,285






 

 

 

Adjusted operating profit by geographical market

 

2022

 

2021


 

£'000

 

£'000


 

 

 

 

UK & Ireland


22,716


21,589

Europe


13,877


12,929

Turkey & International


2,055


2,898

Central costs


(4,668)


(4,247)






Adjusted operating profit

 

33,980


33,169






Exceptional items


(1,809)


(9,589)

Amortisation of customer relationships


(57)


-

Foreign exchange differences


(3,446)


2,979

Impact of IAS 29


(6,040)


-






Operating profit

 

22,628


26,559






 

In the year ended 31 December 2022 the exceptional items within administrative expenses relate to redundancy costs and acquisition costs, and the exceptional item within cost of sales relates to the reversal of the IFRS 3 fair value uplift on finished goods and work in progress.

 

The exceptional items in the year ended 31 December 2021 are costs relating to professional advisers employed by the Group to explore the potential sale of the Group and to subsequently execute the IPO. These costs are one-off in nature and disclosing these costs as exceptional allows the true underlying performance of the Group to be more easily reviewed.

 

The revenue information above is based on the locations of the customers. All revenue arises from the sale of goods.

 

No customer has revenues in excess of 10% of revenue (2021: one).

Non-current operating assets


 


2022


2021



 


£'000


£'000








UK




18,823


20,237

The Netherlands




22,757


23,606

Turkey




26,854


8,362

Italy




22,686


-

Other




1,239


1,489








Total

 


 

92,359

 

53,694

 

 

4   Other operating income

 

                         

 

2022

 

2021


 

£'000

 

£'000

 





Net gain on disposal of property, plant and equipment


220


213

Foreign currency gains


-


2,575

Net gains on forward derivative contracts


-


404

Sundry other income


153


12








373


3,204






5   Other operating expenses

 

                         

 

2022

 

2021


 

£'000

 

£'000






Foreign currency losses


3,446


-






 

6   Finance costs

 

                         

 

2022

 

2021


 

£'000

 

£'000

 





Interest on bank loans


2,564


370

Interest on ultimate shareholder loans


-


9,117

Amortisation of loan issue costs


492


178

Interest expense on defined benefit liabilities


481


260

Finance charges payable on lease liabilities


124


127

Other finance charges


912


327






 

 

4,573


10,379






 

7   Income tax expense

 

The major components of income tax expense are as follows:

                         

 

2022

 

2021


 

£'000

 

£'000

Consolidated income statement










Current income tax:





Current income tax charge


4,090


4,179

Adjustments in respect of current income tax charge of previous year


(290)


(68)






Deferred tax:





Relating to origination and reversal of temporary differences


2,802


(2,095)

Relating to change in tax rates


(666)


(355)






Income tax expense reported in the income statement


5,936


1,661








2022


2021



£'000


£'000

Consolidated statement of comprehensive income










Tax related to items recognised in other comprehensive income/(expense) during the year:





Deferred tax on actuarial loss


(423)


(35)

Current tax on monetary items forming part of net investment and on hedges of net investment


631


1,235






Income tax expensed to other comprehensive income


208


1,200

 

Reconciliation of tax expense and the accounting profit at the tax rate in the United Kingdom of 19% (2021: 19%):

                         

 

2022

 

2021


 

£'000

 

£'000






Profit before tax

 

10,245


16,321






Profit before tax multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%):


1,947


3,101






Adjustments in respect of current income tax charge of previous year


(290)


(68)

Non-deductible expenses


147


2,715

Adjustments due to IAS 29 - non-tax deductible expenses


4,779


-

Differences arising due to tax losses


(321)


(3,052)

Other timing differences


(161)


(271)

Benefit of overseas investment incentives


(1,042)


(1,723)

Withholding tax on dividend income


527


-

Effect of changes in overseas tax rates


(127)


(102)

Effect of different overseas tax rates


1,016


1,314

Effect of changes in UK deferred tax rate


(539)


(253)






Total tax expense reported in the income statement

 

5,936


1,661






 

 

Deferred tax

 

Deferred tax relates to the following:

 

 

Consolidated balance sheet

 

Consolidated income statement

 

 

 

 

 

 

 

 

 

 

 

2022

 

2021

 

2022

 

2021


 

£'000

 

£'000

 

£'000

 

£'000










Capital allowances


204


579


(730)


(42)

Pension


806


414


10


134

Fixed asset fair value adjustments


(1,711)


(491)


116


(41)

Losses available for offsetting against future income


5,471


4,440


572


1,659

Other temporary differences (including IAS 29)


(1,984)


1,216


(2,104)


740










Deferred tax (charge) / credit

 


 



(2,136)


2,450

Net deferred tax assets

 

2,786

 

6,158














Reflected in the balance sheet as:


















Deferred tax assets


5,397


6,284





Deferred tax liabilities


(2,611)


(126)














Deferred tax assets, net

 

2,786

 

6,158














 

Reconciliation of deferred tax assets, net

                         

 

2022

 

2021


 

£'000

 

£'000

 





Opening balance as at 1 January


6,158


4,342






On business combination


315


-

IAS 29 opening balance sheet adjustment


(2,284)


-

Tax (charge)/income recognised in income statement


(2,136)


2,450

Tax income recognised in other comprehensive income/(expense)


423


35

Exchange adjustment


310


(669)






Closing balance as at 31 December

 

2,786

 

6,158

 


 

 

 

 

The Group offsets tax assets and liabilities if it has a legally enforceable right to set them off and they are levied by the same tax authority. Deferred tax assets in respect of losses of £1,821,000 (2021: £581,000) have been recognised in respect of two (2021: one) loss making subsidiary companies; these are recognised on the grounds of future projected performance.

 

Deferred tax asset recognition

 

During the year ended 31 December 2021, the Group chose to recognise previously unrecognised deferred tax assets in relation to tax losses.  The newly recognised losses are all post-April 2017 UK losses and the decision has been taken to recognise the losses in the year because the new capital structure of the Group post-IPO means that tax deductible interest will be lower which, along with higher UK profitability, will lead to these losses being utilised over a much shorter time frame.

 

During the year ended 31 December 2022, the Group chose to derecognise certain tax losses, in particular those arising from Corporate Interest Restriction ("CIR") rules. An increase in debt to finance the acquisition of DL Radiators SpA and an increase in interest rates means that these tax losses will take longer to utilise and therefore an element has been derecognised.

 

The deferred tax assets have been analysed in detail at the year end and the recognition of assets, in particular those in respect of tax losses, has been scrutinised in detail with modelling undertaken to ensure that they are likely to be utilised over a period of time where profitability can be estimated with reasonable certainty.

 

Unrecognised deferred tax balances

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000








Capital allowances




17


29

Losses available for offsetting against future income




2,810


1,904








 




2,827


1,933

 


 

 

 

 

 

 

The Group has tax losses which arose in the United Kingdom of £11,240,000 (2021: £8,653,000) that are available indefinitely for offsetting against future taxable profits of the companies in which the losses arose. Deferred tax assets have not been recognised in respect of these losses as they either relate to CIR losses which cannot be reliably utilised in the short-term or they arose prior to April 2017 in subsidiaries that are not profit making and where there is no evidence of recoverability in the near future.

 

Changes in the corporate income tax rate

 

The UK corporation tax rate will rise to 25% from 1 April 2023.

 

8   Earnings per share

                         

 

2022

 

2021


 

£'000

 

£'000






Net profit for the year attributable to owners of the parent


4,309


14,660






Exceptional items


1,809


9,589

Amortisation of customer relationships


57


-

Foreign exchange differences


3,446


(2,979)

Impact of IAS 29


13,906


-

Tax on exceptional items, foreign exchange differences, amortisation and IAS 29


806


282






Adjusted net profit for the year attributable to owners of the parent


24,333


21,552






 

                         

 

2022

 

2021


 

Number

 

Number

 





Basic weighted average number of shares in issue


127,352,555


127,352,555

Diluted weighted average number of shares in issue      


127,352,555


127,352,555






Earnings per share





Basic earnings per share (pence per share)        


3.38


11.51

Diluted earnings per share (pence per share)      


3.38


11.51






Adjusted earnings per share





Basic earnings per share (pence per share)        


19.11


16.92

Diluted earnings per share (pence per share)      


19.11


16.92

 

9      Dividends paid

 

The Board is recommending a final dividend of 4.72 pence per share (2021: 0.96 pence per share), which, if approved, will mean a final dividend payment of £6,011,000 (2021: £1,223,000).

 

The proposed final dividend is subject to approval by shareholders at the Annual General Meeting and has not been included as a liability in these consolidated financial statements.

                         

 

 

2022

 

2021




£'000

 

£'000

Declared and paid during the period






Equity dividend on ordinary shares:






Final dividend for 2021: 0.96p per share (2020: nil p per share)



1,223


-

Interim dividend for 2022: 2.92p per share (2021: nil p per share)



3,718


-










4,941


-

 

                         


 

2022

 

 2021




£'000

 

£'000

Dividend proposed (not recognised as a liability)






Equity dividend on ordinary shares:






Final dividend for 2022: 4.72p per share (2021: 0.96p per share)



6,011


1,223

 

 

10    Property, plant and equipment

 

 

 

 

 

 

 

 

Freehold land and buildings

Leasehold buildings

Assets under construction

Plant and equipment

Fixtures and fittings

Total


£'000

£'000

£'000

£'000

£'000

£'000








Cost







At 1 January 2021

23,729

11,179

3,412

52,961

7,014

98,295








Additions

138

546

6,379

1,724

863

9,650

Transfers

550

-

(4,400)

3,521

329

-

Disposals

-

-

(32)

(163)

(593)

(788)

Exchange adjustment

(2,589)

(706)

(591)

(10,137)

(694)

(14,717)








At 31 December 2021

21,828

11,019

4,768

47,906

6,919

92,440

IAS 29 opening adjustment

7,282

-

31

14,517

1,005

22,835

At 1 January 2022

29,110

11,019

4,799

62,423

7,924

115,275








On business combination

10,608

127

974

4,321

1,498

17,528

Additions

228

427

7,773

1,577

1,276

11,281

Transfers

1,820

-

(6,183)

4,068

295

-

Disposals

-

-

-

(94)

(488)

(582)

IAS 29 adjustment

5,528

-

-

13,853

922

20,303

Exchange adjustment

(821)

649

(94)

(2,760)

(193)

(3,219)








At 31 December 2022

46,473

12,222

7,269

83,388

11,234

160,586








Accumulated depreciation and impairment







At 1 January 2021

9,008

2,132

-

21,058

5,073

37,271








Depreciation charge

850

1,151

-

4,688

720

7,409

Disposals

-

-

-

(90)

(424)

(514)

Exchange adjustment

(556)

(160)

-

(4,340)

(364)

(5,420)








At 31 December 2021

9,302

3,123

-

21,316

5,005

38,746

IAS 29 opening adjustment

1,845

-

-

10,748

847

13,440

At 1 January 2022

11,147

3,123

-

32,064

5,852

52,186








Depreciation charge

1,289

1,330

-

5,785

1,296

9,700

Transfers

-

-

-

(101)

101

-

Disposals

-

-

-

(87)

(457)

(544)

IAS 29 adjustment

1,180

-

-

7,502

575

9,257

Exchange adjustment

(241)

230

-

(1,399)

(207)

(1,617)








At 31 December 2022

13,375

4,683

-

43,764

7,160

68,982








Net book value







At 31 December 2022

33,098

7,539

7,269

39,624

4,074

91,604

At 31 December 2021

12,526

7,896

4,768

26,590

1,914

53,694

At 1 January 2021

14,721

9,047

3,412

31,903

1,941

61,024

 

The carrying value of right-of-use assets within property, plant and equipment, by line item, at the year end is:

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000








Leasehold buildings




7,466


7,814

Plant and equipment




896


911

Fixtures and fittings




1,672


638








 




10,034


9,363

 


 

 

 

 

 

 

Right-of-use asset additions within property, plant and equipment, by line item, during the year are:

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000








Leasehold buildings




418


543

Plant and equipment




153


79

Fixtures and fittings




1,039


382








 




1,610


1,004

 


 

 

 

 

 

 

Depreciation of right-of-use assets within property, plant and equipment, by line item, during the year is:

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000








Leasehold buildings




1,307


1,127

Plant and equipment




282


348

Fixtures and fittings




439


204








 




2,028


1,679

 


 

 

 

 

 

 

Land and buildings with a carrying amount of £21,547,000 (2021: £10,890,000) are subject to a first charge to secure the Group's bank loan.

 

No borrowing costs have been capitalised since the assets have not met the criteria for qualifying assets.

 

11    Intangible assets

 

 

 

 

 

 

 

Goodwill

Customer relationships

Technology and software costs

Total


£'000

£'000

£'000

£'000






Cost





At 1 January 2022

-

-

-

-






On business combination

1,222

1,761

713

3,696

Additions

-

-

164

164

Disposals

-

-

(58)

(58)

Exchange adjustment

72

104

46

222






At 31 December 2022

1,294

1,865

865

4,024






Accumulated amortisation and impairment





At 1 January 2022

-

-

-

-






Depreciation charge

-

57

106

163

Exchange adjustment

-

2

4

6






At 31 December 2022

-

59

110

169






Net book value





At 31 December 2022

1,294

1,806

755

3,855

At 31 December 2021

-

-

-

-

 

Included in technology and software costs are assets under construction of £345,000 (2021: £nil), which are not amortised.

The remaining amortisation period of the customer relationships, being those acquired upon the acquisition of DL Radiators SpA, is twelve years and seven months.

Impairment assessment of goodwill

All of the goodwill recognised is allocated to a single cash-generating unit, being the DL Radiators SpA division.

Given the proximity of the year end to the acquisition date of DL Radiators SpA on 13 July 2022, the impairment assessment of goodwill has been calculated using fair value at acquisition less costs of disposal. Using this approach confirms that no impairment charge is required.

12    Business combinations

 

On 13 July 2022, Stelrad Radiator Holdings Limited, a wholly owned subsidiary of the Group, acquired 100% of DL Radiators SpA, a radiator manufacturer incorporated in Italy. The total consideration paid was €28,346,000.

 

The fair value of the net assets acquired were as follows:

 

                         

Book value

 

Fair value adjustments

 

Fair value


£'000

 

£'000

 

£'000







Intangible assets

713


1,761


2,474

Property, plant and equipment

11,054


6,474


17,528

Inventory

24,499


1,034


25,533

Trade and other receivables

17,837


-


17,837

Trade and other payables

(28,403)


-


(28,403)

Deferred taxation

1,853


(1,538)


315

Current taxation

(49)


-


(49)

Cash and cash equivalents

3,490


-


3,490

Provisions

(3,580)


-


(3,580)

Pension liabilities

(1,033)


-


(1,033)

Loans and other borrowings

(11,360)


-


(11,360)







Total identifiable net assets

15,021


7,731

 

22,752

Goodwill on the business combination


 


 

1,222



 


 


Discharged by:


 


 


Cash consideration


 


 

23,974







Goodwill of £1,222,000 reflects certain intangibles that cannot be individually separated and reliably measured due to their nature. These items include the value of expected synergies arising from the business combination and the experience and skill of the acquired workforce. The fair value of the customer relationships was identified and included in intangible assets.

The gross amount of trade and other receivables is £18,681,000. All of the trade and other receivables are expected to be collected in full, other than those that have been provided for.

Transaction costs relating to professional fees associated with the business combination in the year ended 31 December 2022 were £251,000 and have been expensed.

DL Radiators generated revenue of £31,541,000 and loss for the year of £405,000 (adjusted profit for the year of £485,000) in the period from acquisition to 31 December 2022 which are included in the consolidated statement of comprehensive income for this reporting period.  If the combination had taken place at 1 January 2022, the Group's revenue would have been £40,588,000 higher and the profit for the year from continuing operations would have been £1,296,000 lower than reported.

 

13    Interest-bearing loans and borrowings

 

                         

Effective interest rate

Maturity

 

2022

 

2021

 


%

 

 

£'000

 

£'000

 








 

Current interest-bearing loans and borrowings





Lease liabilities




1,520


1,794

 








 





1,520


1,794

 








 

Non-current interest-bearing loans and borrowings





Lease liabilities




8,516


7,524

 

Revolving credit facility - GBP

SONIA + 2%

9 Nov 2024


55,250


56,500

 

Revolving credit facility - Euro

Euribor + 2%

9 Nov 2024


10,647


-

 

Term loan

Euribor + 2%

9 Nov 2024


25,150


-

 

Unamortised loan costs




(1,050)


(1,159)

 








 





98,513


62,865

 








 

Total interest-bearing loans and borrowings


100,033


64,659








 












 

On 10 November 2021, the Group refinanced its external debt as part of the IPO and entered into an £80 million revolving credit facility ("RCF") jointly financed by National Westminster Bank plc and Barclays PLC, which was first drawn on 10 November 2021.

 

On 8 July 2022, the £80 million revolving credit facility was increased by £20 million by means of an accordion option. The facility consists of a £76.027 million revolving credit facility and a €28.346 million term loan facility.

 

The RCF and term loan facilities are secured on the assets of certain subsidiaries within the Group.

 

14    Inventories

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000








Raw materials - cost




32,111


18,647

Work in progress - cost




3,530


1,293

Finished goods - lower of cost and net realisable value




38,974


34,181

Other consumables




3,236


2,660








 

 


 

77,851

 

56,781








 

The cost of inventories recognised as an expense in the year was £236,248,000 (2021: £192,279,000). The provision for the impairment of stocks increased in the year, giving rise to a cost of £138,000 (2021: credit of £127,000). At 31 December 2022, the provision for the impairment of stocks was £2,640,000 (2021: £1,534,000).

 

15    Trade and other receivables

 

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000

Current







Trade receivables




55,739


42,749

Other receivables




4,197


3,314

Prepayments




561


668








 

 


 

60,497

 

46,731

 







Non-current







Trade receivables

 


 

-

 

10

Other receivables

 


 

317

 

-


 


 


 



 


 

317

 

10

 

 

 

 

 

 

 

 

The table below sets out the movements in the allowance for expected credit losses of trade receivables:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2022

 

2021


 

 

 

 

 

 

£'000

 

£'000











At 1 January







204


130











On business combination







844


-

Charge for the year







-


108

Utilised







(223)


(23)

Unused amounts reversed







(122)


-

Exchange adjustment







60


(11)











At 31 December

 

 

 

 



763


204











 

As at 31 December, the details of the provision matrix used to calculate provisions for trade receivables (with the ageing gross of impairment) are as follows:

 

 

Total

 

 

Current

 

 

<30 days

 

30-90 days

 

 

>90 days


£'000

 

£'000

 

£'000

 

£'000

 

£'000











2022










Gross carrying amount

56,502


49,403


3,217


3,056


826

Expected credit loss rate (%)

1


-


1


3


77

Expected credit loss

763


-


32


92


639











2021










Gross carrying amount

42,963


38,014


1,464


2,645


840

Expected credit loss rate (%)

-


-


1


4


10

Expected credit loss

204


-


15


106


83











 

16    Trade and other payables

 

                         

 

 

 

2022

 

2021


 

 

 

£'000

 

£'000

Current







Trade payables




73,903


57,751

Other payables and accruals




18,860


22,198

Other taxes and social security




6,045


3,858

Interest payable




406


76








 

 


 

99,214

 

83,883

 







 

17    Provisions

 

 

Warranty

Compen-sation fund

Restructuring

Unused vacation

Total


£'000

£'000

£'000

£'000

£'000







At 1 January 2021

50

-

-

345

395







Arising during the year

30

-

-

397

427

Utilised

(28)

-

-

(223)

(251)

Unused amounts reversed

-

-

-

(19)

(19)

Exchange adjustment

(17)

-

-

(198)

(215)







At 31 December 2021

35

-

-

302

337







On business combination

587

1,125

1,868

-

3,580

Arising during the year

218

12

-

537

767

Utilised

(274)

(5)

(1,184)

(557)

(2,020)

Unused amounts reversed

-

-

(27)

(16)

(43)

Exchange adjustment

27

67

62

(58)

98







At 31 December 2022

593

1,199

719

208

2,719

 






Current

162

-

719

39

920

Non-current

431

1,199

-

169

1,799







 

Compensation fund

The supplementary customer compensation fund is made in accordance with European legislation to provide for potential severance payments to agents.

 

Restructuring

Restructuring provisions relate to the remaining costs still to be settled in respect of the closure of a manufacturing site in Italy. The site was closed prior to the acquisition of DL Radiators and the costs were provided for at the point of acquisition.

 

Unused vacation

A provision is recognised in respect of an unused vacation pay liability due to certain employees in Turkey. The timing of the provision is dependent on the rate at which employees take additional vacation.

 

18    Share capital and reserves

 

 

 

2022

 

2022

 

2021

 

2021


 

Number

 

£

 

Number

 

£










Authorised, called up and fully paid









Ordinary shares of £0.001 each


127,352,555


127,353


-


-

Ordinary shares of £1 each


-


-


127,352,555


127,352,555










 

 

 

 

127,353


 

 

127,352,555










On 25 January 2022, a capital reduction application was approved by the courts, reducing the value of ordinary shares in issue from £1 to £0.001. Under the same application the courts approved the reduction of the Company's share premium account in full. The reduction of capital and share premium will be transferred to accumulated losses.

 

During the year ended 31 December 2021, the Company carried out a reorganisation of its share capital to facilitate a listing to the premium segment of the Official List of the Financial Conduct Authority and to trade on the London Stock Exchange Main Market for listed securities. This is described below in the detail on transactions in the year.

 

The movements in the ordinary share capital during the year ended 31 December 2021 and 31 December 2022 were as follows:

 

 

Shares

 

Share capital


 

Number

 

£






At 1 January 2021


263,000


65,000






Issued on incorporation of Stelrad Group plc


50,000


50,000

Redemption of ordinary "C" shares


(13,000)


(13,000)

Noosa Holdings Jersey Limited share reorganisation


-


(49,500)

Share for share exchange:





 - Noosa Holdings Jersey Limited


(250,000)


(2,500)

 - Stelrad Group plc


115,658,370


115,658,370

Shares issued


11,644,185


11,644,185






At 31 December 2021

 

127,352,555

 

127,352,555






Capital reduction


-


(127,225,202)






At 31 December 2022


127,352,555


127,353






 

Transactions in the year ended 31 December 2022

On 25 January 2022, a capital reduction application was approved by the courts, reducing the value of ordinary shares in issue from £1 to £0.001. Under the same application the courts approved the reduction of the Company's share premium account in full. The reduction of share capital and share premium will be transferred to retained earnings.

Transactions in the year ended 31 December 2021

 

On incorporation on 8 October 2021, Stelrad Group plc (the "Company") issued 50,000 ordinary shares with a nominal value of £1 each for a total cash consideration of £50,000. This was paid up in full on 10 November 2021.

 

On 15 October 2021, Noosa Holdings Jersey Limited redeemed its 13,000 ordinary "C" shares at par value.

 

On 10 November 2021, the following transactions arose:

 

·        Noosa Holdings Jersey Limited redesignated its 200,000 ordinary "A" shares as 200,000 ordinary shares of £0.01 each.

·        Noosa Holdings Jersey Limited split its 50,000 ordinary "B" shares as 50,000 ordinary shares of £0.01 each and 50,000 deferred redeemable shares of £0.99 each. The 50,000 deferred redeemable shares of £0.99 each were immediately redeemed with the credit applied to share premium.

·        The Company acquired 100% of the ordinary shares of Noosa Holdings Jersey Limited by way of a share for share exchange by issuing 115,658,370 ordinary shares of £1 each to the shareholders of Noosa Holdings Jersey Limited.

·        The Company issued an additional 11,644,185 ordinary shares of £1 each at a value of £2.15, giving rise to a share premium of £13,391,000.

 

19    Commitments and contingencies

 

Commitments

 

Amounts contracted for but not provided in the financial statements amounted to £433,000 (2021: £1,389,000) for the Group. All amounts relate to property, plant and equipment.

 

Contingent liabilities

 

Termo Teknik Ticaret ve Sanayi A.S. has issued letters of guarantee and letters of credit to its steel suppliers amounting to $22,685,000 (2021: $30,089,000) and $11,175,000 (2021: $40,518,000) respectively. Termo Teknik Ticaret ve Sanayi A.S. has also issued letters of guarantee denominated in Turkish Lira totalling TL13,220,000 (2021: TL9,497,000).

 

The Group enters into various forward currency contracts to manage the risk of foreign currency exposures on certain purchases and sales. The total amount of unsettled forward contracts as at 31 December 2022 is £nil (2021: £nil).

 

The fair value of the unsettled forward contracts held at the balance sheet date, determined by reference to their market values, is a liability of £nil (2021: £nil).

 

As part of the £100 million loan facility, entered into in November 2021, and amended and restated on 8 July 2022, the Group is party to a cross-collateral agreement secured on specific assets of certain Group companies. No liability is expected to arise from the agreement.

 

Under an unlimited multilateral guarantee, the Company, in common with certain fellow subsidiary undertakings in the UK, has jointly and severally guaranteed the obligations falling due under the Company's net overdraft facilities.  No liability is expected to arise from this arrangement.

 

20    Related party disclosures

 

Prior to admission to the London Stock Exchange on 10 November 2021, the ultimate controlling party was The Bregal Fund III LP.

 

The ultimate shareholder loans bore interest at 15% and consisted of two amounts: i) an amount funded by the ultimate controlling party of the Group, The Bregal Fund III LP; and ii) an amount funded by certain managers of the Company.

 

The value of the loans at 31 December 2021 was £nil, due to repayment of the shareholder loans and all accrued interest totalling £76,528,000 (The Bregal Fund III LLP: £64,632,000; managers: £11,896,000) as part of the Group reorganisation on 10 November 2021.

 

At 31 December 2021, the Group owed deferred consideration to shareholders related to the sale of a business of £nil as the deferred consideration to shareholders was repaid on 15 October 2021.

 

During 2021, interest was accrued totalling £9,117,000 (The Bregal Fund III LP: £7,700,000; managers: £1,417,000).

 

During 2021, under the ownership agreement, before the Group reorganisation, the Group was charged a monitoring fee of £200,000 per annum by Bregal Capital LLP, which was the management company of the ultimate controlling party of the Group, The Bregal Fund III LP.

 

During the year, the Group spent £6,000 (2021: £9,000) on purchases from Polypal Netherlands BV (whose ultimate controlling party is also The Bregal Fund III LP); the balance outstanding at the year end was £nil (2021: £nil).

 

The key management personnel are considered to be the Executive Directors of the Group. The following table highlights the remuneration that is recorded in the income statement in respect of these personnel, including Company social security costs:

 

                         

 

2022

 

2021


 

£'000

 

£'000

 





Short-term employment benefits


1,466


2,175






 

21    IAS 29 Financial Reporting in Hyperinflationary Economies

 

The Turkish economy was designated as hyperinflationary from 19 April 2022. As a result, application of IAS 29 Financial Reporting in Hyperinflationary Economies has been applied to all Stelrad Group plc entities whose functional currency is the Turkish Lira. IAS 29 requires that adjustments are applicable from the start of the relevant entity's reporting period. For Stelrad Group plc that is from 1 January 2022. The application of IAS 29 includes:

 

·      adjustment of historical cost non-monetary assets and liabilities for the change in purchasing power caused by inflation from the date of initial recognition to the balance sheet date;

·      adjustment of the income statement for inflation during the reporting period;

·      the income statement is translated at the period-end foreign exchange rate instead of an average rate; and

·      adjustment of the income statement to reflect the impact of inflation and exchange rate movement on holding monetary assets and liabilities in local currency.

 

Reconciliation of opening equity at 1 January 2022

 

The differences between the closing equity of the prior year at 31 December 2021 and the opening equity of the current year at 1 January 2022 have been recognised as an IAS 29 adjustment in the consolidated statement of changes in equity.


£'000



Retained earnings at 31 December 2021

57,814

IAS 29 adjustment

8,327



Retained earnings at 31 December 2021 (restated)

66,141

 


 

The IAS 29 adjustment at 1 January 2022 is made up as follows:


At 1 January 2022


£'000



Property, plant and equipment

9,395

Inventories

1,183

Prepayments

33

Deferred tax liability

(2,284)



IAS 29 adjustment

8,327

 


 

 

Statement of changes in equity for the year ended 31 December 2022

 

The impact of the restatement of the opening reserves of entities whose functional currency is the Turkish Lira was £22,982,000; this is credited to the statement of changes in equity in the period and subsequently reversed through the "monetary losses - net" line in the income statement.


Year ended 31 December 2022


£'000



Retained earnings credit

22,982

 


 

Monetary losses - net for the year ended 31 December 2022

 

The monetary loss for the year ended 31 December 2022 is made up as follows:


Year ended 31 December 2022


£'000



Retained earnings

(22,982)

Property, plant and equipment

11,046

Inventories

234

Prepayments

(16)

Income statement

3,858



Monetary losses - net

(7,860)



 

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