Strix Regulatory News (KETL)

29 March 2023

Strix Group Plc

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

Preliminary results for the twelve months ended 31 December 2022

Financial Summary1

Financial Highlights

Operational Highlights

Strategic Highlights

Mark Bartlett, Chief Executive Officer of Strix Group plc, said:

"Following a period of uncertainty across a number of Strix's key export markets in Q4, recent sales data in 2023 indicates some green shoots are appearing and the path to a return of growth is opening across all segments.

The successful integration of Billi will propel Strix into a new growth phase, further diversifying away from the core Kettle Controls business with strong potential for greater top line growth and improved margins going forward.

Strix continues to implement a range of strategic initiatives to minimise the impact of the continued headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group. Strix will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024."

ABOUT STRIX GROUP PLC

Isle of Man based Strix, is a global leader in the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management and water filtration.

Strix's core product range comprises a variety of safety controls for small domestic appliances, primarily kettles. Kettle safety controls require precision engineering and intricate knowledge of material properties in order to repeatedly function correctly. Strix has built up market leading capability and know-how in this field since being founded in 1982.

Strix trades on the AIM Market of the London Stock Exchange (AIM: KETL).

CEO's report: 

Financial performance

The Group reported revenue of £106.9m, a decrease of 10.5% versus the same period in prior year driven predominantly by a reduction in Kettle Controls due to market environment.

Adjusted profit after tax was £23.0m (2021: £31.4m), representing a 26.8% decrease compared to the same period last year driven by a reduced EBITDA and an increase in SONIA through the year coupled with higher net debt post the successful acquisition of Billi.

Adjusted operating profit margins were diluted by 4.0% to 24.2% (FY 2021: 28.2%) compared to last year. The main reasons for the dilution in margin are attributable to lower kettle controls sales in the regulated markets that command higher margins, partially offset by a price increase implemented in the second quarter of 2022 across all kettle controls. In addition, the water and the appliances categories showed margin improvements as appliances that were launched in 2021 had a better sales mix, supported further by Billi's contributions post completion.

The Group's net debt increased to £87.4m (FY 2021: £51.2m).This represents a net debt/adjusted EBITDA ratio (calculated on a trailing twelve-month basis) of 2.2x.

Strix is focused on its highly cash generative operating model and the management team will prioritise on the integration and the unlocking of anticipated revenue and cost synergies following the acquisition of Billi. There will be no further M&A activity or investment into new factory builds, with significantly reduced capex and working capital over the medium term. Capital allocation decisions will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024.

As capital allocation decisions prioritised debt reduction, the Board decided after reviewing the level of net debt to propose a final dividend of 3.25p per share (2021: 5.60p) which would represent a total dividend of 6.00p per share (2021: 8.35p).

Kettle control category

Overall, the kettle control category reported a decrease in revenue of 19.9% to £68.2m in 2022.

The key characteristic in 2022 was a continual and unprecedented worsening of the macro backdrop in Q4, but in Q1 signs of green shoots are returning.

Overall market softened by c.18% in 2022, with volume and value reductions experienced in all sectors. Key negative drivers included the cost of living crisis in Regulated markets, COVID shutdowns in China and the Ukraine/Russia crisis impacting Less Regulated markets.

In line with western government sanctions, Strix's key global brands withdrew from Russia (a significant market for them) and Strix also stopped trading directly with Russian brands. It is worth noting that excluding the effected regions, Strix's market share in Kettle Controls remained at c. 56%.

The Kettle Safety Controls category remains a resilient business and there is evidence of green shoots returning in Q1 2023.

These include:-

Strix has also continued to focus product development on opportunities and design improvements in a sustainable way to reduce the overall manufactured product footprint that will further strengthen Strix's position and support its market share aspirations.

Examples include the Series Z controls development which is maturing, with the objective to drive cost and customer benefits and the roll out of new electronic kettle features & designs with a focus on design trends, consumer energy saving and OEM cost benefits.

Appliance category

Overall, the appliance category reported growth in revenue of 12.8% to £14.5m in 2022.

Strix's Aqua Optima brand recorded 87% growth in appliances, driven through geographical expansion, successful Aqua Optima expansion across Europe and North America, Strix/LAICA cross selling, and new innovative product launches.

The Billi acquisition helps diversify positioning with a premium category offering through new channels as well as giving cross-selling opportunities to drive additional growth.

Other notable achievements included:-

Key growth initiatives for the category will be Ontario (market leading beverage station range covering hot, chilled, sparkling and coffee products), geographic expansion, optimising product mix and vertical integration.

Water category

Overall, the water category reported a growth in revenue of 12.8% to £24.1m in 2022.

Both Aqua Optima & LAICA water brands have seen growth year on year due to initial geographical expansion via Amazon sales outperforming the private label business.

Strix now manufactures the majority of its filters in-house in two locations freeing us from 3rd party risk, whilst allowing a new level of flexibility to offer our customers.

Integration of Billi into the portfolio will enhance the total water solution offering for Strix and unlocks new opportunities in the 'professional' market.

Key growth initiatives for the category will be geographic expansion (cross selling existing LAICA & Aqua Optima products into new territories), coffee filtration expertise and using private label water products as a way to open doors into large retailers for other categories.

Transformational acquisition of Billi

Billi is a leading brand in Australia for the supply of premium instant boiling, chilled and sparking filtered water systems. A clear #2 player in the space within Australia, New Zealand and UK. With 30+ year history, Billi is renowned for its premium and innovative products. Billi has a successful history of growth, with double digit revenue CAGR over the past 5 years, attractive margins and is highly cash generative, delivering cash conversion of >70%.

Acquisition of Billi was for £38.9m cash and completed on 30 November following regulatory approval in Australia, New Zealand and the UK. Billi was acquired from Culligan following its merger with Waterlogic; the divestment was a condition of that merger. The acquisition multiple was 3.8x EBITDA reflecting the unique circumstances that Culligan found itself in and the progress Strix had made with the competition regulator in Australia, New Zealand and the UK . As reported in the press, there were other bidders at significantly higher valuations than Strix even at the very end of the process. The transaction was funded through a £13.0m equity raise and debt refinance consisting of an extension of the current RCF and a new acquisition facility.

Overview of strategic rationale

The acquisition materially changes the earnings profile of the Group, accelerating growth plans for the Water & Appliance categories and supporting the medium-term ambition.

It adds well developed and premium products in the high growth and strategically important hot tap market and increases Strix's position and portfolio of water dispenser systems. The Board expects Strix's existing technology, resource and expertise can be used to further enhance Billi's new product development roadmap.

Efficiencies were identified across Billi's product lifecycle and will be enhanced utilising Strix's Chinese operation to improve procurement, insourcing of certain key parts, and consolidation of the marketing group.

There are also opportunities for further organic growth. These include residential sales, new product development particularly in sparkling, internationalising Billi's revenue stream through Strix's global footprint, cross selling Strix products into commercial applications and growing aftermarket sales.

Progress since completion

The acquisition of Billi continues to be successfully integrated in line with plan to achieve the identified operational benefits, as the business opened up new sales channels for Strix.

The trading performance so far has been in line with budget.

Very positive progress has been made at Billi UK with elements of the TSA already removed:-

Solid order book for Q1:-

NPD on track for launch in Q2. This will be a major opportunity for all markets, particularly within the residential sector.

Good progress has also been made with new sites identified as Strix procures smaller storage locations in New South Wales, Western Australia and South Australia.

Barriers to entry and defence of intellectual property

Strix constantly assesses the risks posed by competitive threats and sees the real benefits of market disruption which drives its determination to constantly evolve its innovative technologies in a sustainable way by investing in its portfolio of intellectual property to protect its new products and technologies.

The Group actively monitors the markets in which its operates for violation of its intellectual property rights. Strix has unique relationships with its brands, OEMs and retailers and provides its support across the value chain and throughout the product lifecycle, including product design and advice on specification and manufacturing solutions. These value-added services and existing strong relationships ensure brands, OEMs and retailers continue to rely on Strix's components and support.

Strix remains committed to consumer safety and continues to prompt regulatory enforcement authorities to remove unsafe and poor quality products from its major markets. Nine such actions were undertaken in 2021 resulting in product recalls and withdrawal of kettles from Bulgaria. Defence of intellectual property and regulatory enforcement remain core activities of its business and there have now been 66 in total since 2017 until the end of 2021, with 4 further regulatory and 3 intellectual property actions conducted in 2022.

Sustainability

Strix core products are associated with the consumption of critical resources, primarily electricity and water, hence Strix's drive for continual improvement has aligned it with a sustainability led agenda. Recent years have seen an increase in the emphasis and broadening of the scope of its sustainability agenda. This was highlighted by the adoption of a wide range of KPIs and associated targets in 2021.

One of the most challenging and differentiating goals is to achieve Scope 1&2 net zero by 2023. Key elements have been put in place with long term renewable power contracts for all key facilities and head office along with investment in solar capacity. Indeed, Strix now expects its own renewable sources to generate around 10% of the Group's total energy requirements. As a consequence, the group started 2023 in-line with its net zero agenda. This is increasingly important as its customers look to assess their own emissions footprint, of which Strix forms part of their Scope 3 inventory. Strix's position as a leader in low emissions therefore offers a potential commercial advantage over its competition. Efforts are being expanded into analysing its own Scope 3 inventory in 2023 to fully embrace its extended emissions chain. This leads to additional constructive conversation with suppliers and customers including re-assessment of operational and supply chain practices. The Group's sustainability agenda is sympathetic to changing consumer trends and hence is key for driving the roadmap and pace of new product development.

The Group's sustainability strategy and adopted KPIs are generating greater emphasis and efforts on a broad range of aspects. Employee training has been a focus with significant increase in training hours assisted by adoption of a more structured approach, including Kallidus e-learning system and a new training management structure in China. Health & Safety continues to be a top priority with the three year average trend continuing in a positive direction. The Company values its employees and their contribution and looks to develop their wellbeing reflected in improved facilities offered by the new Chinese facility, whilst the West has seen changes in the working week, which has also increased holiday entitlement, and the introduction of two charity days a year.

Strix's sustainability agenda for 2023 remains high on the agenda as it delivers on its Scope 1&2 targets, analyses its Scope 3 emissions and continues to focus on its other KPIs. The pace and delivery of these goals reflects the strong employee ethos and commitment to the agenda.

Dividend policy

As capital allocation decisions prioritised debt reduction, the Board decided after reviewing the level of the net debt to propose a final dividend of 3.25p per share (2021: 5.60p) which would represent a total dividend of 6.00p per share (2021: 8.35p).

The final dividend will be paid on 11 August 2023 to shareholders on the register at 30 June 2023 and the shares will trade ex-dividend from 29 June 2023.

Operations review

The factory within Zengcheng district in Guangzhou, China, continues to be fully operational with efficiency improved by 6.1% in 2022 versus 2021.

A new EMEA Sales Director was appointed and a new Global Distributions & Logistics Director role created to provide the leadership team with additional expertise in commercialisation and cost optimisation.

An updated ESG and Sustainability report will be published on 29 March 2023.

Strix continues to implement a range of strategic initiatives to minimise the impact of the headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group.

Financial Position

Strix is focused on its highly cash generative operating model and the management team will prioritise the integration and unlocking the anticipated revenue and cost synergies following the acquisition of Billi.

There will be no further M&A activity or investment into new factory builds, with significantly reduced capex and working capital over the medium term. Capital allocation decisions will prioritise debt reduction and free cash flow generation with a clear plan to get net debt / EBITDA to below 2.0x during 2023 and to below 1.5x during 2024.

Over the past few years, Strix has made significant investments in acquisitions, a new factory and working capital. A primary driver of the increased exceptional costs is due to the number of acquisitions and one-off costs relating to capital expenditures.

HaloSource was acquired in 2019 and contributed to the exceptional costs through the associated transaction fees. LAICA was acquired in 2020 and included an earn out clause which caused exceptional costs in outer years, along with the transaction fees in 2020. The new factory in China was completed in 2021, adding to exceptional costs from large scale capital expenditure. Most recently, Billi was acquired and its transaction fees contributed to the 2022 total. As these one-off costs are not recurring, we expect cash conversion to materially improve in coming years.

Net working capital which includes inventories, trade and other receivables, and trade and other payables (including tax liabilities, but excluding short-term portions of long-term liabilities) increased to £27.6m (FY 2021: £18.0m), an increase on £9.6m. The main driver behind this is an increase in net working capital of c.£5.9m (including tax liabilities) recognised as part of the acquisition of Billi. The rest of the increase relates to slightly higher inventory levels from prior year as the Group looks to fuel anticipated increase in demand in the new year, evident from green shoots returning in Q1 2023. Decreases in trade and other payables were due to lower procurement activities, partially offset by decreases in trade and other receivables which were largely due to collection of VAT receivables from the Chinese government relating to the construction and completion of the new factory in China.

Outlook

Following a period of uncertainty across a number of Strix's key export markets in Q4, recent sales data in 2023 indicates that some green shoots are appearing and the path to a return of growth is opening across all segments:-

Strix continues to implement a range of strategic initiatives to minimise the impact of the headwinds it is facing, which includes a functional streamlining programme and a focus on the reduction of inventory in order to maximise cash generation for the Group.

The successful integration of Billi will propel Strix into a new growth phase, further diversifying away from the core Kettle Controls business with strong potential for greater top line growth and improved margins going forward.

Chief financial officer's review

Financial performance

Revenues decreased by 10.5% year on year to £106.9m (FY 2021 £119.4m). This was predominantly due to a drop in sales within our kettle controls category. As stated previously in our trading updates released both in July 2022 and November 2022, revenues have been adversely impacted by the ongoing conflict in Ukraine, and the disruptive effect of ongoing lockdowns which were enforced in China throughout most of 2022, impacting two of our top five major OEM customers. This resulted in a decrease of c.£16.9m (19.8% decrease) for kettle controls. Despite the drop in overall sales, the water category showed an improvement in sales from last year reflecting the success of our performance from online market place launches as Strix continues to expand its online presence, together with contributions from post-acquisition sales in Billi. The appliances category also showed an uplift predominantly due to Billi's acquisition, where organic Strix appliance revenues were flat against a market that declined.

Adjusted gross profit decreased by 12.4% to £41.5m (FY 2021: £47.4m), in most part due to the impact of revenues for kettle controls falling as described above. The decrease was slightly offset by increases for both the water and appliances categories of £1.0m (13.8% increase) and £0.9m (18.0% increase) respectively, reflective of the increases in sales in these categories as described above. Reported gross profits decreased by 7.1% to £40.7m (FY 2021: £43.8m).

Adjusted gross profit margin in FY 2022 was 38.8% (FY 2021: 39.7%), showing a small margin dilution of 0.9% compared to last year. This dilution is mainly attributable to lower kettle controls sales in the regulated markets that command higher margins but helped partially by the price increase implemented in the second quarter of FY 2022 across all kettle controls. The dilution in kettle controls was partially compensated by the water and the appliances categories that showed margin improvements of 0.3% and 1.7% respectively. The appliances that were launched in FY 2021 had better sales mixes in FY 2022, and together Billi's contributions post acquisition of one month, both helped to drive better margins. 

Adjusted EBITDA was £32.1m (FY 2021: £40.5m), showing a decrease of 20.7% compared to last year. The decrease is directly attributable to the decrease in revenues as described above. Adjusted EBITDA is defined as profit before depreciation, amortisation, finance costs, finance income, taxation, and exceptional items including share based payments. Reported EBITDA decreased by 14.4% to £26.2m (FY 2021: £30.6m).

Adjusted EBITDA margin in FY 2022 was 30.0% (FY 2021: 33.9%), representing a margin dilution of 3.9%. In addition to the margin dilution in adjusted gross profit margins described above, other various factors which then contributed to the dilution of adjusted EBITDA margins included, amongst others: 

Adjusted operating profits decreased by 23.1% to £25.9m (FY 2021: £33.7m), a decrease of £7.8m, attributable mainly to the drop in revenues. Reported operating profits decreased by 16.0% to £19.9m (FY 2021: £23.7m) after deducting exceptional costs of £5.9m (FY 2021: £9.9m) which decreased mainly due to reasons described in the "Costs" section further below.

Adjusted operating profit margins were diluted by 4.0% to 24.2% (FY 2021: 28.2%) compared to last year. Main reasons for the dilution in margin are the same as those attributable to the dilution in adjusted EBITDA margins described earlier above. Despite the margin dilution, as disclosed in the interim results released in September 2022, accounting estimates changes were made during the year relating to the reassessment of the useful lives of certain production and other assets which resulted in lower depreciation and amortisation charges of c.£1.8m being recognised in the current year compared to last year (excluding the change of accounting estimates, adjusted operating profit margins dilution year over year is 4.8%). Refer to notes 2, 11 and 12 of the consolidated financial statements below for full disclosures of the change in accounting estimates.

Adjusted profit before tax was £22.2m (FY 2021: £32.2m), a decrease of £10.0m (31.1% decrease) from last year. This is attributable to the reasons stated above for decreases in operating profit, and also increases in net finance costs. Net finance costs (excluding the impact of exceptional finance costs of £0.2m (FY 2021: £0.8m) relating to the discount unwinding of the present value of contingent consideration recognised on acquisition of LAICA in 2020) increased by £2.3m from last year due to an increase in the net debt to fund the Billi acquisition and a higher interest rates environment. Reported profit before tax was £16.1m (FY 2021: £21.5m).

Adjusted profit after tax was £23.0m (FY 2021: £31.4m), a decrease of £8.4m (26.8% decrease). The tax expense significantly decreased in the current year mainly due to tax incentive credits granted in Italy during the year, and continued adoption of certain tax measures in China with the move of operations to the new factory location in 2021 which prompted the release of previous years' tax provisions. Reported profit after tax was £16.9m (FY 2021: £20.6m).

Costs

Costs in FY 2022 generally decreased across the board compared to the prior year, mainly reflective of the decrease in the top line revenues.

Cost of sales (excluding exceptional costs) decreased by 9.2% to £65.4m (FY 2021: £72.0m), in line with the decrease in revenues. Positive measures taken to counter the costs pressure included price increases implemented on our kettle controls and water filtration products in the first half of the year, improved margins in our appliances category, and efficiencies realized from use of automation and lean production processes.

Distributions costs increased by 18.1% to £10.8m (FY 2021: £9.2m) mainly due to inflationary pressures causing higher stock handling costs, higher outward carriage and freight costs, higher payroll costs for the Group's sales and marketing function, and increased advertising and promotional costs as we continue our drive to expand our reach in the market for our water and appliance products. Billi's consolidation of one month also contributed to the increase. Strix's organic distribution costs increased by 16%.

Administration costs (excluding exceptional costs) increased by 9.0% to £5.6m (FY 2021: £5.1m), increasing mainly due to costs incurred in Billi post acquisition. Strix's organic administration costs has reduced modestly by c.1%.

Exceptional costs (including exceptional finance costs for the discount unwinding of the present value of contingent consideration recognised on acquisition of LAICA in 2020, which are included in net finance costs) decreased by 43% to £6.1m (FY 2021: £10.7m). As previously stated in the interim results released in September 2022, due the completion of the new manufacturing plant in China last year, there were no material factory-related exceptional costs incurred in the current year, which is the main reason for the decrease. Exceptional costs incurred in the current year mainly related to the accrual of the employment earn-out costs payable in 2023 to vendor shareholders of LAICA per the supplemental consulting agreement signed at acquisition, and costs relating to the Billi acquisition. Other exceptional items include disaster recovery costs from the cyber incident reported in Feb 2022, COVID-related costs due to lockdowns in China in the earlier part of the current year, and reorganisation costs relating to internal streamlining.

Cash flow

Cashflows from operating activities showed a modest improvement of £1.1m despite the softening of trading performance. This is largely due to the improvement in the changes of net working capital (£8.8m), that largely offset the downside of cashflows from operating profit (£8.4m). 

Movements in net working capital showed a decrease in cash outflows compared to the prior year. Net working capital cash outflows decreased from £11.4m in FY 2021 to £2.6m in FY 2022. The decrease in net cash outflows from net working capital were mainly due to:

Tax-related cash outflows decreased from £1.9m in FY 2021 to £1.2m in FY 2022 mainly due to tax incentive credits granted in Italy.

Cash outflows for investing activities significantly increased in the current year from £17.0m in FY 2021 to £47.8m in FY 2022 mainly due to the acquisition of Billi, which was paid for in cash and funded through refinancing of our revolving credit facility (see next paragraph below). This was partially offset by a decrease in capital expenditures because of the new Chinese manufacturing plant which was completed in the second half of the prior year.

Cash inflows for financing activities significantly increased by £37.1m compared to the prior year, driven by an increase in the net debt from refinancing of our revolving credit facility to fund the acquisition of Billi.

Balance Sheet

Property, plant and equipment increased to £47.4m (FY 2021: £42.8m), presenting a net increase of £4.6m (11% increase). Part of the increase, amounting to £3.4m, is attributable to assets recognised as part of the acquisition of Billi. The remainder of the increase in property, plant and equipment is attributable to (1) additions to plant and machinery and production tools of £3.8m for improvement of automation and production efficiencies in the new factory, and an increase of fixtures, fittings, equipment (including computer hardware), motor vehicles and right-of-use assets totaling £2.1m, (2) partially offset de-recognition of assets worth £0.7m, a significantly amount of this being right-of-use assets from streamlining of offices overseas, and then also depreciation charges of £4.2m (FY 2021: £4.6m).

Intangible assets increased to £73.4m (FY 2021: £30.5m) reflecting a net increase of £42.9m. The net increase is mainly due to intangible assets (including goodwill) of c.£40.1m recognized in the current year as part of the purchase price allocation (PPA) exercise from the acquisition of Billi. Other notable additions to intangible assets were relating to capitalised development costs from new product development projects of circa £3.3m, and computer software and other intangible asset additions of circa £0.5m. The total amortisation charges were £2.1m (FY 2021: £2.3m), and foreign currency movements of £1.1m were recognised on translation of intangible assets denominated in foreign currencies.

Net working capital balance which includes inventories, trade and other receivables, and trade and other payables (including tax liabilities, but excluding short-term portions of long-term liabilities) increased to £27.6m (FY 2021: £18.0m), an increase on £9.6m. The main driver behind this is an increase in net working capital c.£5.9m (including tax liabilities) recognised as part of the acquisition of Billi. The rest of the increase relates to taxes, foreign exchange revaluation, inventory and creditors movements as largely explained above in the cash flow section.

Non-current liabilities (including short-term portions) increased to £141.6m (FY 2021: £85.0m), an increase of £56.6m, which is mainly driven by the further drawdowns in the year from the revolving credit facility to fund the acquisition of Billi and for payment of outstanding amounts accrued as contingent consideration (earn-out provisions set up in FY 2020) payable in FY 2023 to the previous owners of LAICA upon meeting certain performance and employment conditions.

Net debt

The Group's net debt position, excluding earn-out provisions, as at 31 December 2022 increased to £87.4m (FY 2021: £51.2m). 

Total committed debt facilities, net of arrangement fees, at 31st December 2022 amounted to £117.8m, giving a liquidity pool of £30.4m. Net debt equated to 2.18 times trailing twelve months' EBITDA, which compares favourably to our debt covenant threshold of 3.50 times.

Dividend

Given the increase in net debt due to the strategic acquisition of Billi, and with the high interest rates environment, the Board continues to take precautions to balance the capital allocation priorities. To be prudent, the Board has decided to declare a final dividend of 3.25p per share (FY 2021: 5.60p). With an interim dividend paid on October 2022, the total dividend declared for FY 2022 is 6.00p per share (FY 2021: 8.35p per share).

The final dividend will be paid on 11 August 2023 to shareholders on the register at 30 June 2023 and the shares will trade ex-dividend from 29 June 2023. 

Consolidated statement of comprehensive income

for the year ended 31 December 2022

1 Adjusted EBITDA, which is defined as earnings before finance costs, tax, depreciation, amortisation, and exceptional items, is a non-GAAP metric used by management and is not an IFRS disclosure

Consolidated statement of financial position

as at 31 December 2022

Consolidated statement of changes in equity

for the year ended 31 December 2022

Consolidated statement of cash flows

for the year ended 31 December 2022

Notes to the consolidated financial statements

for the year ended 31 December 2022

 1. GENERAL INFORMATION

Strix Group Plc ("the Company") was incorporated and registered in the Isle of Man on 12 July 2017 as a company limited by shares under the Isle of Man Companies Act 2006 with the registered number 014963V. The address of its registered office is Forrest House, Ronaldsway, Isle of Man, IM9 2RG.

The Company's shares were admitted to trading on AIM, a market operated by the London Stock Exchange, on 8 August 2017. The principal activities of Strix Group Plc and its subsidiaries (together "the Group") are the design, manufacture and supply of kettle safety controls and other components and devices involving water heating and temperature control, steam management, water filtration and small household appliances for personal health and wellness.

2. PRINCIPAL ACCOUNTING POLICIES

The Group's principal accounting policies, all of which have been applied consistently to all of the years presented, are set out below.

Basis of preparation

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") and International Financial Reporting Standards Interpretation Committee ("IFRS IC") interpretations as adopted by the European Union. The financial statements have been prepared on the going concern basis.

The preparation of consolidated financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in note 3.

Historical cost convention

The financial statements have been prepared on a historical cost basis, except for the following:

Going concern

These consolidated financial statements have been prepared on the going concern basis.

The Directors have made enquiries to assess the appropriateness of continuing to adopt the going concern basis. In making this assessment the Directors have considered the following:

Based on these considerations, the Directors have concluded that there are no material uncertainties that may cast significant doubt on its ability to continue as a going concern and the Group has adequate resources to continue in operational existence for the foreseeable future. As a result, the Directors continue to adopt the going concern basis of accounting in preparing the consolidated financial statements.

There are no standards, amendments to standards or interpretations that the Group has applied for the first time in the reporting period commencing 1 January 2022 that have had a material impact on the financial statements.

Standards, amendments and interpretations which are not effective or early adopted

Certain new accounting standards and interpretations have been published that are not mandatory for 31 December 2022 reporting periods and have not been early adopted by the Group. These standards are not expected to have a material impact on the entity in the current or future reporting periods and on foreseeable future transactions.

Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and all of its subsidiary undertakings. Subsidiaries are fully consolidated from the date on which control commences and are deconsolidated from the date that control ceases. The financial statements of all group companies are adjusted, where necessary, to ensure the use of consistent accounting policies.

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group is exposed to or has the rights to variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity.

Subsidiaries are fully consolidated from the date on which control is transferred to the Group. Consolidation of subsidiaries ceases from the date that control also ceases.

Non-controlling interests in the results and equity of subsidiaries are shown separately in the consolidated statement of comprehensive income, consolidated statement of changes in equity and the consolidated statement of financial position, respectively.

Joint ventures

Joint ventures are joint arrangements of which the Group has joint control, with rights to the net assets of those arrangements. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require the unanimous consent of the parties sharing control. Interests in joint ventures are accounted for using the equity method of accounting (detailed below) after being recognised at cost in the consolidated statement of financial position. 

Equity method of accounting

Under the equity method of accounting, investments in joint ventures are initially recognised at cost and adjusted thereafter to recognise the Group's share of the post-acquisition profits or losses from the joint arrangement in profit or loss, and the Group's share of movements in other comprehensive income of the joint arrangement in other comprehensive income. Dividends received from joint ventures are recognised as a reduction in the carrying amount of the investment.

Unrealised gains on transactions between the Group and its joint ventures are eliminated to the extent of the Group's interest in these entities.

The carrying amount of equity-accounted investments is tested for impairment in accordance with the impairment of assets policy as described below in this note.

Transactions eliminated on consolidation

Intra-group balances, and any gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Business combinations

Business combinations are accounted for using the acquisition method as at the acquisition date with the assets and liabilities of subsidiaries being measured at their fair values. Any excess of the cost of acquisition over the fair values of the identifiable net assets acquired is recognised as goodwill. The Group measures goodwill at the acquisition date as:

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis at the non-controlling interest's proportionate share of the fair value of the acquired entity's net identifiable assets. Transaction costs that the Group incurs in connection with a business combination are expensed as incurred.

If the initial accounting for a business combination is preliminary by the end of the reporting period in which the business combination occurs, provisional amounts are reported. Those provisional amounts are adjusted during the measurement period, or additional assets or liabilities recognised retrospectively to reflect the new information obtained about facts and circumstances that existed as at the acquisition date, and if known, would have affected the measurement of assets and liabilities recognised at that date. Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss.

Foreign currency translation

Functional and presentational currency

Items included in the financial information of each of the Group's entities are measured using the currency of the primary economic environment in which the entity operates ("the functional currency"). The consolidated financial statements are presented in Pound Sterling, which is Strix Group Plc's functional and presentation currency.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions, and from the translation of monetary assets and liabilities denominated in foreign currencies at year end exchange rates, are recognised in the consolidated statement of comprehensive income within cost of sales.

Group companies

The results and financial position of foreign operations that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

Property, plant and equipment

Initial recognition and measurement

Items of property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. Cost includes the original purchase price of the asset and the costs attributable to bringing theasset to its working condition for its intended use. When parts of an item of property, plant and equipment have different useful lives, the components are accounted for as separate items.

Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. Repairs and maintenance are charged to profit or loss during the reporting period in which they are incurred.

Subsequent measurement

Depreciation is calculated using the straight-line method to allocate the cost of the assets, net of any residual values, over their estimated useful lives.

At the beginning of the year, Management reassessed the economic useful lives of certain property, plant and equipment. The reassessment was performed in light of the Group's historical usage of the assets, condition of the assets at the time of the assessment, technical and or commercial factors as well as legal and contractual terms where applicable. Based on the reassessment, the assets' useful lives were extended to appropriately reflect Management's expected use of the assets. The revision to the accounting estimate has been effected prospectively as from the beginning of the current year. Note 12 details the financial impact of the change in the useful lives of these assets.

The revised useful lives are shown below:

The asset class 'Point-of-use dispensers' were acquired on acquisition of the Billi entities (notes 12 and 14) and are depreciated over 4 - 10 years.

The Group manufactures some of its production tools and equipment. The costs of construction are included within a separate category within property, plant and equipment ("assets under construction") until the tools and equipment are ready for use at which point the costs are transferred to the relevant asset category and depreciated. Any items that are scrapped are written off to the consolidated statement of comprehensive income.

The assets' residual values and useful lives are reviewed at the end of each reporting period.

Fixtures, fittings and other equipment includes computer hardware.

Derecognition

Property, plant and equipment assets are derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of property, plant and equipment, measured as the difference between net disposal proceeds and the carrying amount of the asset, are recognised in the consolidated statement of comprehensive income on derecognition.

Impairment

Tangible assets that are subject to depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. 

Intangible assets

Initial recognition and measurement

The Group's intangible assets relate to goodwill, capitalised development costs, intellectual property, customer relationships, brands and computer software. Goodwill is the excess of the consideration paid over the fair value of the identifiable assets, liabilities and contingent liabilities in a business combination and relates to assets which are not capable of being individually identified and separately recognised. Goodwill acquired is allocated to those cash-generating units ("CGUs") expected to benefit from the business combination in which the goodwill arose. Goodwill is measured at cost less any accumulated impairment losses and is held in the functional currency of the acquired entity to which it relates and remeasured at the closing exchange rate at the end of each reporting period, with the movement taken through other comprehensive income. The CGUs represent the lowest level within the Group at which goodwill is monitored for internal management purposes.

Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is ready for use. Internal costs that are incurred during the development of significant and separately identifiable new products and manufacturing techniques for use in the business are capitalised when the following criteria are met:

Capitalised development costs include employee, travel and other directly attributable costs necessary to create, produce and prepare the asset to be capable of operating in the manner intended by management. Refer to note 6(a) for details.

Intellectual property is capitalised where it is probable that future economic benefits associated with the patent will flow to the Group, and the cost can be measured reliably. The costs of renewing and maintaining patents are expensed in the consolidated statement of comprehensive income as they are incurred.

Customer relationships, intellectual property and brands are recognised on acquisitions where it is probable that future economic benefits will flow to the Group.

Computer software is only capitalised when it is probable that future economic benefits associated with the software will flow to the Group, and the cost of the software can be measured reliably. Computer software that is integral to an item of property, plant and equipment is included as part of the cost of the asset recognised in property, plant and equipment.

Other development expenditures that do not meet these criteria are recognised as an expense as incurred.

Subsequent measurement

The Group amortises intangible assets with a limited useful life using the straight-line method.

At the beginning of the year, Management reassessed the economic useful lives of certain intangible assets. The reassessment was performed in light of the Group's historical realisation of the economic benefits from the intangible assets, technical and or commercial factors as well as legal and contractual terms where applicable. Based on the reassessment, the assets' useful lives were extended to appropriately reflect Management's expected realisation of the economic benefits from the intangible assets. The revision to the accounting estimate has been effected prospectively as from the beginning of the current year. Note 11 details the financial impact of the change in the useful lives of these assets.

The revised useful lives are shown below:

Brands have an indefinite useful life because there is no foreseeable limit on the period during which the Group expects to consume the future economic benefits embodied in the asset.

The LAICA brand has been trading since inception and has been a well recognisable brand amongst the Group's trading partners, and the Group does not foresee a time limit by when these partnerships will cease.

The Billi brand is a well-established and competitive brand, being one of the top 2 brands in the Australian and New Zealand industries, and well recognised in the United Kingdom among residential and commercial clientele. The Group does not foresee a time limit by when this market presence will cease. 

Amortisation is charged to the consolidated statement of comprehensive income on a straight-line basis over the estimated useful lives above.

Derecognition

Intangible assets are derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of intangible assets, measured as the difference between the net disposal proceeds and the carrying amount of the asset, and are recognised in the consolidated statement of comprehensive income when the asset is derecognised. Where a subsidiary is sold, any goodwill arising on acquisition, net of any impairment, is included in determining the profit or loss arising on disposal. 

Impairment

Intangible assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use.

Goodwill and intangible assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment, or more frequently if events or changes in circumstances indicate that they might be impaired.

An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash-generating units). Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at the end of each reporting period.

Intangible assets with indefinite useful lives impairment assessments

Intangible assets with indefinite useful lives arising on business combinations are allocated to the relevant CGU and are treated as the foreign operation's assets.

Impairment reviews are performed at least annually, or more frequently if there are indicators that goodwill might be impaired. The Group has assessed the carrying values of goodwill and brands to determine whether any amounts have been impaired. The recoverable amount of the underlying CGU was based on a value in use model where future cashflows were discounted using a weighted average cost of capital as the discount rate with terminal values calculated applying a long-term growth rate. In determining the recoverable amount, the Group considered several sources of estimation uncertainty and made certain assumptions or judgements about the future. Future events could cause the assumptions used in the impairment review to change with an impact on the results and net position of the group.

Leases

The leasing activities of the Group and how these are accounted for

The Group leases office space, workshops, warehouses and factory space. Rental contracts are typically made for periods of 3 - 10 years, but may have extension options. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants, but leased assets may not be used as security for borrowing purposes.

Leases are recognised as a right-of-use ("ROU") assets and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability, finance costs and foreign exchange (where the lease is denominated in a foreign currency). The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Measurement of future lease liabilities

Assets and liabilities arising from a lease are initially measured on a present value basis. Future lease liabilities include the net present value of the following lease payments:

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee's incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.

Lease payments are allocated between principal and finance cost. The finance cost is charged to the consolidated statement of comprehensive income over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

Measurement of right-of-use assets

Right-of-use assets are measured at cost comprising the following:

Right-of-use assets are generally depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.

Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in the consolidated statement of comprehensive income. Short-term leases are leases with a lease term of 12 months or less. Low-value assets comprise primarily IT equipment.

Extension and termination options

Extension and termination options are included in a number of property leases across the Group. These terms are used to maximise operational flexibility in terms of managing contracts.

Lease income

Lease income from operating leases where the Group is a lessor, and where substantially all the risks and rewards associated with the leased asset remain with the Group, is recognised in other income on a straight-line basis over the lease term.

Financial assets

Classification

The Group classifies its financial assets as financial assets held at amortised cost. Management determines the classification of its financial assets at initial recognition.

The Group classifies its financial assets as at amortised cost only if both of the following criteria are met:

Financial assets held at amortised cost are initially recognised at fair value, and are subsequently stated at amortised cost using the effective interest method. Financial assets at amortised cost comprise cash and cash equivalents and trade and other receivables (excluding prepayments and the advance purchase of commodities). Trade receivables are amounts due from customers for products sold performed in the ordinary course of business. They are due for settlement either on a cash in advance basis, or generally within 45 days, and are therefore all classified as current. Other receivables generally arise from transactions outside the usual operating activities of the Group.

Impairment of financial assets

The Group assesses, on a forward-looking basis, the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk.

The Group applies the expected credit loss model to financial assets at amortised cost. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Given the nature of the Group's receivables, expected lifetime losses are not material.

Financial liabilities

With the exception of contingent consideration, the Group initially recognises its financial liabilities at fair value net of transaction costs where applicable and subsequently they are measured at amortised cost using the effective interest method. Financial liabilities comprise trade payables, payments in advance from customers and other liabilities. They 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. Contingent consideration is measured at fair value with changes in fair value recognised in profit or loss.

Trade payables are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Other liabilities include rebates.

Borrowing costs

Borrowing costs or arrangement fees, including option-type arrangements, are recognised initially at fair value. Borrowing costs including option-type borrowing arrangements are subsequently measured at amortised cost. The establishment of such option-type arrangements are recognised as a 'right to borrow' asset, and together with other borrowing costs or arrangement fees are amortised over the period of the facilities to which the fees relate, and are deducted from the carrying value of the financial liability.

General and specific borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is required to complete and prepare the asset for its intended use or sale. Qualifying assets are assets that necessarily take a substantial period of time to get ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings, pending their expenditure on qualifying assets, is deducted from the borrowing costs eligible for capitalisation. Other borrowing costs are expensed in the period in which they are incurred.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits with a maturity of three months or less. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, impairment losses are not material.

Employee benefits

The Group provides a range of benefits to employees, including annual bonus arrangements, paid holiday entitlements and defined benefit and contribution pension plans.

Short-term benefits

Short-term benefits, including holiday pay and similar non-monetary benefits, are recognised as an expense in the period in which the service is rendered. The Group recognises a liability and an expense for bonuses where contractually obliged or where there is a past practice that has created a constructive obligation.

Pensions

Subsidiary companies operate both defined contribution and defined benefit plans for the benefit of their employees.

A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. The Group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. The Group has no further payment obligations once the contributions have been paid. The contributions are recognised as employee benefit expense when they are due. A defined benefit plan is a pension plan that is not a defined contribution plan.

Typically, defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors, such as age, years of service or compensation.

The liability recognised in the consolidated statement of financial position in respect of the defined benefit scheme is the present value of the defined benefit obligation at the statement of financial position date less the fair value of the scheme assets, together with adjustments for unrecognised actuarial gains or losses and past service costs. The defined benefit obligation is calculated by qualified independent actuaries using the projected unit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the related pension liability.

The net pension finance cost is determined by applying the discount rate, used to measure the defined benefit pension obligation at the beginning of the accounting period, to the net pension obligation at the beginning of the accounting period taking into account any changes in the net pension obligation during the period as a result of cash contributions and benefit payments.

Pension scheme expenses are charged to the consolidated statement of comprehensive income within administrative expenses. Actuarial gains and losses are recognised immediately in the consolidated statement of comprehensive income. Net defined benefit pension scheme deficits before tax relief are presented separately in the consolidated statement of financial position within non-current liabilities.

Share-based payments

The Group has issued conditional equity settled share-based options and conditional share awards under a Long-Term Incentive Plan ("LTIP") in the parent company to certain employees. Under the LTIP, the Group receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the options is recognised as an expense.

The total amount to be expensed is determined by reference to the fair value of the options granted:

These awards are measured at fair value on the date of the grant using an option pricing model and expensed in the consolidated statement of comprehensive income on a straight-line basis over the vesting period, after making an allowance for the estimated number of shares that will not vest. The level of vesting is reviewed and adjusted bi-annually in the consolidated statement of comprehensive income, with a corresponding adjustment to equity.

If the terms of an equity settled award are modified, at a minimum, an expense is recognised as if the terms had not been modified. An additional expense is recognised for any modification that increases the total fair value of the share-based payment, or is otherwise beneficial to the employee, as measured at the date of modification.

If an equity award is cancelled by forfeiture, where the vesting conditions (other than market conditions) have not been met, any expense not yet recognised for that award as at the date of forfeiture is treated as if it had never been recognised. At the same time, any expense previously recognised on such cancelled equity awards is reversed, effective as at the date of forfeiture.

The dilutive effect, if any, of outstanding options is included in the calculation of diluted earnings per share.

Further details on the awards is included in note 23.

Inventories

Inventories consist of raw materials and finished goods which are valued at the lower of cost and net realisable value. Cost is determined using the weighted average cost formula. Cost comprises expenditure which has been incurred in the normal course of business in bringing the products to their present location and condition including applicable supplier rebates, and include all related production and engineering overheads at cost. Net realisable value is the estimated selling price in the ordinary course of business, less applicable selling expenses. At the end of each reporting period, inventories are assessed for impairment. If inventory is impaired, the identified inventory is reduced to its selling price less costs to complete and an impairment charge is recognised in the consolidated statement of comprehensive income.

Supplier rebates

The Group enters into agreements with suppliers whereby volume-related allowances and various other fees and discounts are received in connection with the purchase of goods from those suppliers. Most of the income received from suppliers relates to commercially agreed rebates based on historic sales volumes.

Rebates are recognised when earned by the Group, which occurs when all obligations conditional for earning income have been discharged, and the income can be measured reliably based on the terms of the contract. The income is recognised as a credit within cost of sales.

Where the income earned relates to inventories which are held by the Group at the year end, the income is included within the cost of those inventories, and recognised in cost of sales upon sale of those inventories. Amounts due relating to supplier rebates are recognised within trade and other receivables.

Revenue

The Group primarily recognises revenue from the sale of goods and services to its customers as well as from licensing arrangements. The transaction price is based on the sales agreement with the customer. Revenue is reported net of sales taxes, discounts, rebates and after eliminating intra-group sales. Rebates are based on a certain volume of purchases by a customer within a given period and are recognised on an expected value approach.

Revenue is measured based on the consideration to which the Group expects to be entitled in a contract with a customer and is recognised when the performance obligations have been fulfilled. The Group recognises revenue from the sale of goods and services either at a point in time or over time, based on the nature of the contract terms. The Group recognises revenue from three main categories namely kettle safety controls, water and appliances.

Kettle safety controls

The performance obligation is the delivery of the goods to customers, and revenue is recognised on dispatch, otherwise it is recognised when the products have been shipped to a specific location, or when the risks of obsolescence and loss have been transferred to the Original Equipment Manufacturer ('OEM') or wholesaler. All of the amounts recognised as revenue are based on contracts with customers. No element of financing is deemed present because the sales are made under normal credit terms, which is consistent with market price.

Payment terms for the majority of customers in this category are to pay cash in advance of the goods being delivered. The Group recognises the advance payments within trade and other payables on the consolidated statement of financial position as "Payments in advance from customers". At the point the revenue is recognised, these balances are transferred from "Payments in advance from customers" to revenue. For the majority of other customers payment is normally due within 30 to 45 days from the date of sale.

Water and appliances

The Group recognises revenue from the following major sources under water and appliances categories:

Sale of components, devices and consumables

Sales are either 'direct' to the end user customers or 'indirect' to wholesale and retail distributors. Revenue from the supply of goods is recognised once control of the goods has been transferred to the customer, being when goods have been delivered to a customer site or in the case of indirect sales, when the goods have been delivered to the wholesale distributor.

Rental of dispensers

Rental income is made up of revenue from the supply of goods where the Group is lessor in an operating lease and is recognised over time, with the transaction price allocated to this service released on a straight-line basis over the period of the lease. Included in the transaction price for the rental of dispensers, in some contracts, is the installation of those dispensers. The rental and installation elements of the contract are considered to be one deliverable, as they are highly interrelated, and therefore there is no allocation of a portion of the transaction price to the installation.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease (except where immaterial) are added to the carrying amount of the leased asset and recognised on a straight-line basis over the lease term. Commissions on new contracts are capitalised and depreciated over one and a half times the initial lease term. 

Rental agreements run for a minimum period of twelve months and typically for three to five years. Some rental agreements have no fixed end date and may be cancelled by either party subject to a minimum notice period or early termination penalty. The average useful economic life for a POU water device is approximately four to ten years whilst refurbishment can extend the life of some devices to eleven years or more. For this reason, existing rental agreements are not judged to transfer substantially all of the risks and rewards of ownership to the lessee.

Combined rental and service contracts

The Group has in place some contracts that cover both the rental and servicing and maintenance of dispensers. The transaction price is allocated to each performance obligation to reflect the amount of consideration to which the Group is entitled to, in exchange for transferring the promised goods or services to the customer. The Group allocates combined rental and service income to the separate rental and service categories based on a percentage allocation method, which is calculated for each business unit. The percentage allocation, which is recalculated periodically, is based on the transaction price being allocated to each performance obligation in proportion to its stand-alone selling price.

Servicing of POU units

Sale of services are recognised proportionally over the duration of the service period, provided a right to consideration has been established.

Deferred revenue

Revenue recognised in the consolidated statement of comprehensive income but not yet invoiced is held in the statement of financial position within 'Trade receivables. Revenue invoiced but not yet recognised in the consolidated statement of comprehensive income is held on the consolidated statement of financial position within 'Payments in advance from customers'.

Licensing income

The Group holds a substantial portfolio of issued and registered intellectual property rights relating to certain aspects of its hardware devices, accessories, goods, software and services. This includes patents, designs, copyrights, trademarks and other forms of intellectual property rights registered in the U.K. and various foreign countries.

From time to time, the Group enters into term-based and exclusive licensing arrangements with some of its customers in respect of its intellectual property. Revenue from the licensing contracts is variable and is recognised at the amount to which the Group expects to be entitled when control of the intellectual property is transferred to its customers. Control is generally transferred when the Company has a present right to payment and title and the significant risks and rewards of ownership of the intellectual property, products or services are transferred to its customers.

The licensing income is recognised at a point in time or over time based on the following assessment. Where the licensing arrangement is a distinct performance obligation, Management assess whether the licensing contract gives the customer either:

Revenue from a licencing contract which is considered to provide a right to the customer to access the Group's intellectual property as it exists throughout the licence period is recognised over time, as and when the related performance obligation is satisfied.

A licensing contract gives the customer the right to access the Group's intellectual property as it exists throughout the license period when all the following are met:

Revenue relating to a licensing contract which does not meet the above criteria is recognised at a point in time, which is usually the point at which the licence is granted to the customer but not before the beginning of the period during which the customer is able to use and benefit from the licence.

Cost of sales

Cost of sales comprise costs arising in connection with the manufacture of thermostatic controls, cordless interfaces, and other products such as water dispensers, taps, jugs and filters. Cost is based on the cost of purchases on a first in, first out basis and includes all direct costs and an appropriate portion of fixed and variable overheads where they are directly attributable to bringing the inventories into their present location and condition. This also includes an allocation of non-production overheads, costs of designing products for specific customers and amortisation of capitalised development costs.

Research and development

Research expenditure is written off to the consolidated statement of comprehensive income within cost of sales in the year in which it is incurred. Development expenditure is written off in the same way unless the Directors are satisfied as to the technical, commercial and financial viability of the individual projects. In this situation, the expenditure is classified on the consolidated statement of financial position as a capitalised development cost.

Finance income

Finance income comprises bank interest receivable on funds invested. Finance income is recognised using the effective interest rate method.

Finance costs

Finance costs directly attributable to the acquisition or construction of a qualifying asset are capitalised. Qualifying assets are those that necessarily take a substantial period of time to prepare for their intended use. All other borrowing cost are recognised in the consolidated statement of income in finance costs. Finance costs comprise interest charges on lease liabilities, interest on borrowings, the unwind of discounts on the present value of liabilities, and finance charges relating to letters of credit. Finance costs are determined using the effective interest rate method.

Income tax

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the statement of financial position date in the countries where the Company and its subsidiaries operate and generate taxable income, and any adjustment to tax payable in respect of previous years.

Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill.

Deferred income tax is also not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled.

Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses.

Deferred tax liabilities and assets are not recognised for temporary differences between the carrying amount and tax bases of investments in foreign operations where the company is able to control the timing of the reversal of the temporary differences and it is probable that the differences will not reverse in the foreseeable future.

Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Share capital and share premium

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares are shown in equity as a deduction from the proceeds. Share premium arising on the issue of shares is distributable. Share capital and share premium have been grouped for the purposes of financial statement presentation.

Dividends

Dividends are recognised when they become legally payable. In the case of interim dividends to equity shareholders, this is when declared by the Directors. In the case of final dividends, this is when approved by the shareholders at the AGM.

Segment reporting

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing the performance of the operating segments, has been identified as the Board of Directors. The Board of Directors consists of the Executive Directors and the Non-Executive Directors.

Government grants

Subsidiary companies receive grants from the Isle of Man and Chinese governments towards revenue and capital expenditure. Government grants are recognised at their fair value where there is a reasonable assurance that the grant will be received and all attached conditions complied with.

Revenue grants are recognised as income over the period necessary to match the grant on a systematic basis to the costs that it is intended to compensate. The grant income is presented within other operating income in the consolidated statement of comprehensive income.

Capital grants are initially recognised as deferred income liabilities when received, and subsequently recognised as other income in profit or loss on a straight-line basis over the useful life of the related asset. The grants are dependent on the subsidiary company having fulfilled certain operating, investment and profitability criteria in the financial year, primarily relating to employment.

EBITDA and adjusted EBITDA - non-GAAP alternative performance measures

In the reporting of financial information, the Directors have adopted Earnings before Interest, Taxation, Depreciation and Amortisation ("EBITDA") and adjusted EBITDA when assessing the operating performance of the Group. Exceptional items are excluded from EBITDA to calculate adjusted EBITDA. The Directors primarily use the adjusted EBITDA measure when making decisions about the Group's activities

EBITDA and adjusted EBITDA are non-GAAP measures and may not be calculated in the same way and hence may not be directly comparable to those reported by other entities. In determining the adjusting items, the following criteria is also considered:

An item is treated as exceptional if it relates to certain costs or income that derive from events or transactions that fall within the normal activities of the Group but which, individually or, if of a similar type, in aggregate, are excluded from the Group's Alternative Performance Measures (APMs) by virtue of their nature or size, in order to better reflect management's view of the underlying trends and operating performance of the Group that is more comparable over time.

3. CRITICAL ACCOUNTING JUDGEMENTS AND ESTIMATES

In the application of the Group's accounting policies, which are described in Note 2, the directors are required to make judgements (other than those involving estimations) that have a significant impact on the amounts recognised and to make estimates and assumptions about the carrying amounts 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. There is no change in applying accounting policies for critical accounting estimates and judgements from the prior year.

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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the entity's accounting policies

Functional currency

The Directors consider the factors set out in paragraphs 9, 10 and 11 of IAS 21, "The effects of changes in foreign currency" to determine the appropriate functional currency of its overseas operations. These factors include the currency that mainly influences sales prices, labour, material and other costs, the competitive market serviced, financing cash flows and the degree of autonomy granted to the subsidiaries.

The Directors have applied judgement in determining the most appropriate functional currency for all entities to be Pound Sterling, with the exception of Strix (Hong Kong) Ltd which has a Hong Kong Dollar functional currency, Strix (USA), Inc. which has a United States Dollar functional currency, HaloSource Water Purification Technology (Shanghai) Co. Ltd which have a Chinese Yuan functional currency, LAICA S.p.A and LAICA Iberia Distribution S.L. which both have a Euro functional currency, and LAICA International Corp.; Taiwan LAICA Corp. which both have a Taiwan Dollar functional currency, Billi Australia (Pty) Ltd which has an Australian Dollar functional currency and Billi New Zealand Ltd which has a New Zealand dollar functional currency. This may change as the Group's operations and markets change in the future.

Capitalisation of development costs

The Directors consider the factors set out in the paragraphs entitled 'Intangible assets - initial recognition and measurement' in note 2 with regard to the timing of the capitalisation of the development costs incurred. This requires judgement in determining when the different stages of development have been met.

Alternative performance measures (APMs) - Exceptional items

Management and the Board consider the quantitative and qualitative factors in classifying items as exceptional and exercise judgement in determining the adjustments to apply to IFRS measures. This assessment covers the nature of the item, cause of occurrence, frequency, predictability of occurrence of the item or related event, and the scale of the impact of that item on reported performance. Reversals of previous exceptional items are assessed based on the same criteria.

An analysis of the exceptional items included in the consolidated statement of comprehensive income are disclosed in note 6(b).

Acquisition of Billi entities - fair value measurements

A determination of the provisional fair value of the assets acquired and liabilities assumed in the acquisition, and the useful lives of intangible assets and property, plant and equipment acquired is required. This exercise is a substantial undertaking which requires the use of various valuation techniques. Future events could cause underlying assumptions to change which could have a significant impact on the Group's financial results. Refer to Note 14 for further details regarding the acquisition, including estimations used in determining the provisional fair values for the acquired assets and liabilities assumed.

Impairment of indefinite lived intangible assets and goodwill

Determining whether goodwill and intangible assets with indefinite lives are impaired requires an estimation of the value in use or the fair value less costs to sell of the cash generating unit (CGU) to which the goodwill or intangible asset has been allocated. The value in use calculation requires management's estimation of the future cash flows expected to arise from the CGU. Refer to Note 11 for the sensitivity analysis of the assumptions used in the impairment analysis of goodwill and intangible assets with indefinite lives.

4. SEGMENTAL REPORTING

Management has determined the operating segments based on the operating reports reviewed by the Board of Directors that are used to assess both performance and strategic decisions. Management has identified that the Board of Directors is the chief operating decision maker in accordance with the requirements of IFRS 8 'Operating Segments'.

The Group's activities consist of the design, manufacture and sale of thermostatic controls, cordless interfaces, and other products such as water, dispensers, jugs and filters, primarily to Original Equipment Manufacturers ("OEMs"), commercial and residential customers based in China, Italy, Australia, New Zealand and the United Kingdom.

The Board of Directors has identified 3 reportable segments from a product perspective, namely: kettle controls, water category and appliances. The Board of Directors primarily uses a measure of gross profit to assess the performance of the operating segments, broken down into revenue and cost of sales for each respective segment which is reported to them on a monthly basis. Information about segment revenue is disclosed below, as well as in note 7.

*Adjusted gross profit excludes exceptional items as detailed in note 6(b). Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure.

Assets and liabilities

No analysis of the assets and liabilities of each operating segment is provided to the Board of Directors as part of monthly management reporting. Therefore, no analysis of segmented assets or liabilities is disclosed in this note.

Non-current assets (i) attributed to country of domicile and (ii) attributable to all other foreign countries

A geographical analysis of revenue from external customers has not been presented, as the OEMs to whom the majority of sales are made are primarily based in China and Italy.

In accordance with IFRS 8, the following table discloses the non-current assets located in both the Company's country of domicile (the Isle of Man) and foreign countries, primarily China, Italy, Australia, New Zealand and the United Kingdom where the Group's principle subsidiaries are domiciled.

Major customers

In 2022, there were two major customers that individually accounted for at least 10% of total revenues (2021: two customers). The revenues relating to these customers in 2022 were £13,587,000 and £9,538,000 (2021: £15,390,000 and £12,133,000).

5. EMPLOYEES AND DIRECTORS

(a) Employee benefit expenses

 (b) Key management compensation

The following table details the aggregate compensation paid in respect of the key management, which includes the Directors and the members of the Operational Board, representing members of the senior management team from all key departments of the Group.

-There are no defined benefit schemes for key management. Pension costs under defined contribution schemes are included in the post-employment benefits disclosed above.

 (c) Retirement benefits

(i) The Strix Limited Retirement Fund

The Strix Limited Retirement Fund is a defined contribution scheme under which the assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents costs payable by the Group to the fund and amounted to £782,000 (2021: £684,000).

 (ii) LAICA S.p.A. Termination Indemnity

LAICA S.p.A. operates a defined benefit plan for its employees in accordance with the Italian Termination Indemnity (named "Trattamento di Fine Rapporto" or "TFR") provisions defined by the National Civil Code (Article 2120). In accordance with IAS 19, the TFR provision is a defined benefit plan, which is based on the principle to allocate the final cost of benefits over the periods of service which give rise to an accrual of deferred rights under each particular benefit plan.

The calculation of the liability is based on both the length of service and on the remuneration received by the employee during that period of service. Article 2120 states that severance pay is due to the employee by the companies in any case of termination of the employment contract. For each year of service, severance pay accruals are based on total annual compensation divided by 13.05. Although the benefit is paid in full by the employer, part (0.5% of pay) of the annual accrual is paid to INPS by the employer, and is subtracted from the severance pay accruals for the contribution reference period. As of 31st December of every year, the severance pay accrued as of 31st December of the preceding year is revalued by an index stipulated by law as follows: 1.5% plus 75% of the increase over the last 12 months in the consumer price index, as determined by the Italian Statistical Institute.

In accordance with IAS 19, the determination of the present value of the liability is carried out by an independent actuary under the projected unit method. This method considers each period of service provided by workers at the company as a unit of additional right. The actuarial liability must therefore be quantified based on seniority reached at the valuation date and re-proportioned based on the ratio between the years of service accrued at the reference date of the assessment and the overall seniority reached at the time scheduled for the payment of the benefit. Furthermore, this method provides to consider future salary increases, due to any cause (inflation, career, contract renewals, etc.), up to the time of termination of the employment relationship.

The below chart summarises the defined benefit pension liability of LAICA S.p.A. at 31st December 2022:

The key actuarial assumptions used in arriving at these figures include:

• annual discount rate of 3.77% (2021: 0.87%)

• annual price inflation of 2.3% (2021: 1.6%)

• annual TFR increase of 3.2% (2021: 2.7%)

• demographic assumptions based on INPS published data

The remainder of the post-employment benefit liability of £85,000 (2021: £74,000) as at 31 December 2022 is made up of contractual post-employment liabilities within LAICA S.p.A. that do not meet the definition of a defined benefit plan in accordance with IAS 19.

6. EXPENSES

(a) Expenses by nature

Research and development expenditure totalled £4,888,000 (2021: £5,324,000), and £3,326,000 (2021: £3,609,000) of development costs have been capitalised during the year.

(b) Exceptional items

The main categories of exceptional items relate to major exceptional events or projects impacting the Group's underlying operations, namely strategic projects relating to mergers and acquisitions with particular reference to the acquisition of the Billi entities in the current year and LAICA in 2020 and their continued integration into the Group, disaster recovery costs due to a cyber incident, COVID-19 related costs and related impacts on Group operations, reorganisation and restructuring projects, and the Group's share incentive initiatives for conditional share options and awards issued to certain employees of the Group (refer to note 23 for further details).

Exceptional items have been broken down as follows:

Also included as an exceptional item are finance costs of £180,000 (2021: £780,000) relating to the discount unwinding of the present values of contingent liabilities recognised per note 14. These costs have been included within finance costs in note 8.

Mergers and acquisitions exceptional costs relate mainly to the accrual of consultancy and other acquisition related exceptional costs amounting to £2,703,000 from the acquisition of the Billi entities in November 2022 as well as an accrual of £2,481,000 for 2022 as part of a supplemental consulting arrangement with the vendor shareholders of LAICA relating to compensation for post-combination services as these services are rendered to LAICA in 2022 (refer to note 14). Within the exceptional costs for mergers and acquisitions is a reversal of £1,267,000 relating to the estimated contingent consideration which was recognised at acquisition date when the Group acquired LAICA. The adjustment is due to a revision of the estimate in relation to the performance earn-out. LAICA's performance in the current year was lower than originally expected at the date of acquisition. Other mergers and acquisitions costs totalling £75,000 relate to legal and consultancy fees incurred on integration of LAICA into the Group.

COVID-19 related exceptional costs are those items that are incremental and directly attributable to COVID-19. These are costs that would not have been incurred if the COVID-19 pandemic had not occurred and are not expected to recur once the effects have largely receded. In the current year, these mainly consisted of incremental labour costs as a result of the COVID lockdowns mainly in China where the Group has significant operations. Other COVID-19 exceptional costs included mothballing of certain activities as resources were reorganised in response to the impact of COVID-19 on the Group's operations, additional cleaning and sanitation costs incurred as part of combined infection control or prevention efforts, and exceptional freight and carriage costs paid to fill shortages of supplies, materials and products directly caused by impacts of COVID-19 on shipping and freight supply chains.

Disaster recovery costs relate to staff and non-staff costs incurred in response to a cyber incident which occurred in February 2022. The Group engaged external specialists, took precautionary measures with its IT infrastructure and implemented its business continuity plan. The systems were successfully restored and are fully operational. The Group continues to monitor its exposure.

Reorganisation and restructuring costs include costs to re-qualify an alternative supplier due to a natural disaster in the form of flooding at one of the Group's suppliers as well as redundancy and relocation costs which arose during the year.

In the prior year, costs relating to the new Chinese factory project were made up of assets written off with a net book value of £1.7m which could not be relocated as they would not be fit for the manufacturing operations at the new factory, and other relocation costs totalling £2.7m relating to disassembly of machinery at the old factory, moving costs, reassembly of machinery at the new factory, labour costs incurred for the relocation, set-up and cleaning costs, logistics services, approvals and inspections, consultancy and security services, and other costs directly related to the relocation.

 (c) Auditor's remuneration

During the year the Group (including its subsidiaries) obtained the following services from the Company's auditor as detailed below:

7. REVENUE

The following table shows a disaggregation of revenue into categories by product line:

Included within the revenue from the appliances category is licensing fee income relating to intellectual property amounting to £1,442,000 (2021: nil).

8. FINANCE COSTS

The discount unwinding of present values relating to the contingent consideration recognised on acquisition of LAICA S.p.A. (see note 14). The amount has been included in finance costs as an exceptional item (refer to note 6).

9. TAXATION

Overseas tax relates primarily to tax payable by the Group's subsidiaries in China, Australia, New Zealand, Italy and the UK.

In relation to the prior year's tax provision adjustments, during 2015, the Group's Chinese subsidiary took a prudent measure to make tax provisions following a benchmarking assessment by the Chinese tax authorities relating to the contract processing model adopted by the businesses in the years 2009 to 2014. The potential additional liabilities for 2015 to 2018 of £876,000 had been included within the current tax liability balance up to the end of the prior year. Based on the independent recommendations, and as a more acceptable tax model by the Chinese tax authorities, the Chinese subsidiary converted to an import processing model in 2019, which is also largely in use by the majority of the OEMs in China. As result of this, the subsidiary obtained a tax certificate from the in-charge tax bureau in the current year which confirmed that all tax matters in the subsidiary have been settled. As such the prior year tax provisions were therefore released in the current year as they were no longer required.

In addition, withholdings taxes of £447,000 relating to anticipated dividends payable by the Chinese subsidiary to its immediate holding company in the Isle of Man had been accrued in previous years. In light of the recent developments in the Group's operations in China, Management decided in the current year to invest more into the new China factory in terms of capital expenditure, thereby keeping profits within the Chinese subsidiaries. As a result of this decision, the anticipated dividends were no longer payable and the relating tax provisions were consequently released.

Reconciliation of the movement in deferred tax liabilities has been presented below:

Deferred tax liabilities:

The balance comprises temporary differences attributable to intangible assets recognised on acquisition of LAICA in FY 2020 and Billi in the current year.

The Group has an immaterial deferred tax asset. Refer to note 16 for details.

As the most significant subsidiary in the Group is based on the Isle of Man, this is considered to represent the most relevant standard rate for the Group. The tax assessed for the year is different to the standard rate of income tax in the Isle of Man of 0% (2021: 0%). The differences are explained below:

The Group is subject to Isle of Man income tax on profits at the rate of 0% (2021: 0%), UK income tax on profits at a rate of 19% (2021:19%), Chinese income tax on profits at the rate of 25% (2021: 25%), and Italian income tax on profits at a rate of 27.9% (2021: 27.9%). Following the acquisition of the Billi entities, the group is subject to Australian income tax on profits at the rate of 30% and New Zealand income tax on profits at the rate of 28%.

10. EARNINGS PER SHARE

The calculation of basic and diluted earnings per share is based on the following data.

The calculation of basic and diluted adjusted earnings per share is based on the following data:

1. Adjusted earnings and adjusted earnings per share exclude exceptional items, which include share-based payment transactions, COVID-19-related costs reorganisation costs and other strategic project costs. Adjusted results are non-GAAP metrics used by management and are not an IFRS disclosure

The denominators used to calculate both basic and adjusted earnings per share are the same as those shown above for both basic and diluted earnings per share.

11. INTANGIBLE ASSETS