9 April
2024
Distribution Finance Capital
Holdings plc
("DF Capital" or the
"Company" together with its subsidiaries the
"Group")
Audited Results for the year
ended 31 December 2023 and Q1 Trading Update
More than threefold increase
in PBT and eleven consecutive quarters of loan book
growth.
Distribution Finance Capital
Holdings plc, the specialist bank providing working capital
solutions to dealers and manufacturers across the UK, today
announces its audited results for the year ended 31 December 2023
as well as a Q1 trading update.
Highlights
|
2023
|
2022
|
Change
|
Performance
|
|
|
|
Loan Book
(£m)
|
581
|
439
|
+32%
|
New loans
advanced to customers (£m)
|
1,200
|
1,001
|
+20%
|
No of
dealer customers
|
1,182
|
998
|
+18%
|
Financial
|
|
|
|
Gross
Revenue (£m)
|
60.4
|
26.8
|
+125%
|
Net
Income (£m)
|
38.0
|
20.4
|
+86%
|
Cost of
Risk (bps)
|
228
|
74
|
154bps
|
Excluding
RoyaleLife (bps)
|
53
|
50
|
|
Profit
before tax (£m)
|
4.6
|
1.3
|
251%
|
Net
Assets (£m)
|
100.4
|
96.2
|
+4%
|
Adjusted
earnings per share (pence)1
|
1.8
|
0.4
|
340%
|
Tangible
net asset value per share (pence)
|
55.6
|
53.2
|
+5%
|
1. 2022
earnings per share is adjusted to remove the initial recognition of
deferred tax assets that occurred in 2022. Earnings per share
without this adjustment was 5.4p.
•
Profit before tax increased more than threefold
to £4.6m (2022: £1.3m).
•
New lending up 20% to a record £1.2bn (2022:
£1.0bn), supporting a year-end loan book of £581m (2022:
£439m).
•
Net interest margin (NIM) improved to 7.6% (2022:
6.5%), materially ahead of 6% target.
•
Cost-to-income ratio reduced to 58% (2022: 82%)
demonstrating the intrinsic operational leverage available at
scale.
•
Stock turn has continued to normalise to 148 days
(2022: 102 days) supporting loan book growth, whilst continuing to
operate well within risk tolerances.
•
Continued low number of arrears cases: 30 dealers
(2022: 24) or c2.5% of total dealers more than one day past due or
in legal recovery.
•
Retail deposits increased during the year by
£95m, with over 15.2k savings accounts and £575m of deposits at 31
December 2023.
•
Steady growth in new product adjacencies of
receivables and wholesale financing, delivering over £24m of new
lending and £18m loan book at year-end.
• Delivered
non-dilutive capital capacity to support growth: upsizing of
British Business Bank ENABLE Guarantee to £250m with further £100m
extension potential; obtained £20m Tier 2 capital facility from
British Business Investments.
• Accredited by
Best Companies as a 3-star company and a "World Class Place to
Work" (2022: 2-star).
Q1 Trading and Outlook
•
Quarterly loan origination up c22% on prior year
at c£330m (Q1 2023: £270m).
•
Loan book increased to more than £610m, up over
£100m on prior year (Q1 2023: £505m) achieving eleven consecutive
quarters of loan book growth.
•
Whilst focused on dealer credit quality,
supported record numbers:1,233 dealers (31 March 2023: 1,079) with
over £1.1bn (31 March 2023: £900m) of credit facilities being
provided.
•
NIM performance has continued to be strong and is
expected to be in excess of 6% target through the year, reverting
to target with base rate reductions over the
medium-term.
•
Exceptional arrears performance with 18 dealers
with arrears greater than 1 day past due or in legal recoveries;
total arrears excluding RoyaleLife credit loss equates to less than
0.3% of entire loan book; well below 1% through the
cycle.
•
Stock turn operating at 150 days, well within
blended risk tolerance.
•
Organic build of new hire purchase lending
product underway, with regulatory approval expected to be sought
later in 2024 and ramp up of loan origination in 2025.
•
Capital capacity to grow loan book to
approximately £800m, with full extent of ENABLE Guarantee and Tier
2 capital, at which point financial characteristics of the firm
support further organic growth.
•
Remain opportunistic when looking at alternative
routes to unlock faster growth including
M&A.
•
The Board expects financial performance for the
full year to be in line with expectations, targeting a year end
loan book in the range of £650m to 700m.
Carl D'Ammassa, Chief
Executive, commented: "We are
delighted to have delivered another year of significant financial
momentum and sustainable profitable growth, culminating in more
than a threefold increase in profit. 2023 has been a year of
significant progress for us."
"We have
started 2024 well and see opportunities for further growth in our
core lending product as well as new product adjacencies. Becoming a
multi-product lender underpins our strategy to scale the bank and
achieve mid-to-high teen returns over the medium term. Having
engaged colleagues who think we are a world class place to work is
undoubtedly a key element of our excellent financial
performance."
The
Group's full Annual Report and Financial Statements have today been
published and are available on its investor website at
www.dfcapital-investors.com.
Annual General
Meeting
The
Company will hold its Annual General Meeting on 5 June 2024 at the
Company's registered office in Manchester.
The Notice of AGM and Form of Proxy will be
posted to shareholders in due course and a copy will be available
at
www.dfcapital-investors.com.
For further information
contact:
Distribution Finance Capital Holdings plc
|
|
Carl D'Ammassa - Chief Executive
Officer
|
+44 (0) 161 413 3391
|
Kam Bansil - Head of Investor
Relations
|
+44 (0) 7779 229508
|
http://www.dfcapital-investors.com
|
|
|
|
Investec Bank plc (Nomad and Broker)
|
+44 (0) 207 597 5970
|
David Anderson
Bruce Garrow
Harry Hargreaves
Maria Gomez de Olea
|
|
Liberum Capital Limited (Joint Broker)
|
+44 (0) 203 100
2000
|
Chris Clarke
William King
Anake Singh
|
|
Chair's
Statement
Dear Shareholder
Since
receiving full authorisation as a bank in September 2020, the
post-pandemic macro-economic headwinds have been significant. As a
firm, one of our key priorities has been ensuring we achieve
sustainable profitable growth to demonstrate the resilience of our
business model. Following the Group's maiden profit in 2022, I am
delighted that this has more than tripled, reaching £4.6m for the
year.
Scaling
the Group has been a key ingredient to defining our success. Having
now closed the first quarter of 2024, the Group has delivered
eleven consecutive quarters of loan book growth since
authorisation. The bank supports more dealers and manufacturers
each year, has successfully developed adjacent products and
services to support its strategic growth ambitions, managed costs
effectively and worked hard to navigate the inevitable credit risk
challenges caused by higher interest rates and general inflationary
pressures. The Board is very pleased with the firm's successes and
the strong execution by the management team during the
year.
Focus on culture key to a sustainable and successful
business
Having the right culture is an
important element of being a successful and scalable financial
services organisation. We have seen most recently the adverse
impact and regulatory intervention that inadequate customer
outcomes, deep rooted in a poor culture, can have on a firm. As a
Board we spend a lot of our time focusing on the firm's culture as
we believe that sustainable and successful businesses have a strong
positive cultural DNA.
In the context of financial
services, culture has a very broad definition, stretching from how
products and services are designed and manufactured - particularly
in the light of the new Consumer Duty; how firms go about meeting
their regulatory responsibilities; the quality of service offered
to customers; the support given to the communities in which firms
operate; and how employees feel about working in the firm. Looking
through this cultural lens, it is pleasing to see the extent of
evolution across the various areas.
Assessed through the Board committee
structure we believe the firm's approach to risk management is
robust. The firm's commitment to giving back to the communities in
which it operates is impressive. We continue to offer exceptional
levels of service and products that resonate with our customers
too. It is, therefore, unsurprising given the firm clearly has
these cultural elements right, that the Group improved its overall
employee engagement through the period. For the third consecutive
year the firm has increased its accreditation rating by Best
Companies and I am very proud that it has been recognised in the
latest survey as a 3-star world class place to work.
It is important to note, largely
because we are regularly asked, that DF Capital has no exposure to
any discretionary commission arrangements that has prompted the
Financial Conduct Authority's review into the motor finance and the
regulated consumer lending sector.
Committed to developing a multi-product lending franchise
supporting dealers and manufacturers
The firm's strategic plan remains
unchanged in that we remain committed to developing a multi-product
lending franchise supporting the sales and development of dealers
and manufacturers. Having reached profitability, the Board believes
that retained earnings should be deployed to support medium term
growth and capital accretion. We do not believe at this stage of
the Group's evolution that distributing profits via dividends is
the right course of action. We will, however, keep this under
regular review.
The Group believes it has capacity
to grow its current loan book to approximately £800m based on
current capital, upsizing the ENABLE Guarantee to £350m and a full
drawdown of the £20m Tier 2 Capital Facility. Upon reaching a loan
book of c£800m, the profitability generated should support good
organic growth from that point onwards although at slower rates
than we have grown at since receiving the bank licence. We remain
opportunistic when looking at alternative routes to unlock faster
growth, including M&A.
Another year of significant progress
As you
read this year's annual report, I am confident you will share my
view that 2023 has been a year of exceptional achievements.
Notwithstanding the sizeable credit loss provision relating to
RoyaleLife, which the Board has closely monitored throughout, the
underlying performance has been sufficiently strong that this
unique and complex credit loss could be absorbed entirely whilst
still delivering significant profitable growth.
2023 has
been another year of significant progress for the Group as we
continue to scale the bank to achieve sustainable profitability and
make progress on our journey to achieve mid-to-high teen
returns.
Mark Stephens
Independent Non-Executive
Chair
Chief Executive Officer's
Report
Dear Shareholder
2023 has
been another strong year for the Group. We determined soon after
being authorised as a bank in September 2020 that scaling the firm
would be our primary route to profitability and it is, therefore,
pleasing to announce ten consecutive quarters of loan book growth
over that period which has unlocked our second full year of
profit.
The pace
of lending growth, supported by the operational leverage in our
cost base delivered a more than threefold increase in the Group's
profit before tax, which reached £4.6m during the period. Our
tangible net asset value per share has increased also to 55.6p
(2022: 53.2p).
Strong execution delivers significant financial
momentum
The
Group's products and services continue to
resonate with our customers. We have delivered record levels of new
loan origination in the period, reaching £1.2bn, up almost 20% on
the prior year (2022: £1bn), with the Group's loan book growing by
over 32% to £581m (2022: £439m).
We have continued to grow our reach
across the sectors in which we operate, supporting almost 1,200
dealers (2022: 998) with a record c£1bn (2022: £817m) of credit
lines available to support their inventory and working capital
needs.
The Group's net interest margin
("NIM") increased to 7.6% (2022:6.5%) having successfully balanced
our lending pricing, which is directly linked to the Bank of
England Base Rate, against the increasing retail deposit rates
expected by our depositors.
Costs have continued to be
well-managed through the period, with a further widening of the
jaws between net income and the Group's operating cost, delivering
a sizeable reduction in the cost-to-income ratio to 58% (2022:
82%).
Portfolio quality has remained
strong with 30 dealers (December 2022: 24) in arrears one day past
due, representing less than 3% of the Group's entire dealer
customer base.
The
strength of underlying business performance during the period is
such that the Group has fully absorbed a unique and complex credit
provision of c£10m relating to RoyaleLife, whilst still demonstrating this
significant year-on-year profit increase of 250%.
Holistically, we are very pleased
with the Group's financial performance through the
period.
Growing our market share
Whilst the macro-economic
environment has been fairly unpredictable and some sectors have
faced particular challenges, we have managed to navigate these well
and grow our market share.
Our portfolio of loans remains well
diversified across the sectors in which we operate, having seen
double-digit growth in almost every sector. It is pleasing to see
the progress we are making in the specialist automotive market
where we have more than doubled our lending over the
year.
As well
as record levels of new loan origination, a continued move towards
normalised levels of stock across most sectors has supported some
of our loan book growth. After a few turbulent years during the
pandemic where dealers
were
arguably overstocked then severely understocked due to supply chain
challenges and high end-user demand shortly thereafter, it is
pleasing to see more natural levels of inventory unfold. Stock
turn, which we feel is most appropriately measured as the average
age of loan outstanding, rather than our historical measure of
average loan duration, has extended to 148 days (31 December 2022:
102 days), which falls in line with seasonal expectations and
historical norms.
Slowing
dealer sales has the potential to see our stock levels and loan
book increase, with portfolio oversight continuing to be an
important lever to control our credit risk.
It is
fair to say that supply and demand dynamics across the sectors in
which we operate are varied, with some still adjusting to the post
pandemic environment and the macro-economic headwinds of elevated
inflation and higher interest rates. This is particularly noted in
the residential and holiday lodge markets, where manufacturers and
park operators continue to navigate an imbalance between supply and
demand, holding decent levels of stock coupled with slowing levels
of manufacturer production. During this period of transition, a
number of park operators have innovatively turned unsold stock into
short-term holiday rental units, with our flexible lending approach
ably supporting this.
Conversely, as motorised chassis cab availability has
improved, we have seen an increase in stock levels across the
motorhome sector. End-user demand remains particularly strong in
this market. Manufacturing across the caravan market remains robust
despite production marginally exceeding sales.
Across
the motorcycle market registrations have been broadly flat on prior
year, however, we have been able to grow our market share of the
available inventory during the period in light of our strong
service proposition. Larger boats and yachts have remained in
strong demand, with higher interest rates adversely impacting
consumer confidence to buy at the smaller end of the marine
market.
Whilst we
have seen growth across the non-leisure and commercial sectors, the
market dynamic has been more challenging. Construction product
demand has been adversely impacted by a slow down in housebuilding
and major
infrastructure projects such as the scaling back of HS2,
meaning the market has grown at a slower pace than expected.
Additionally, extreme weather conditions have caused challenges for
the agricultural sector where demand for products has been
sluggish. Changes in Government policy on vehicle electrification
and negative sentiment around charging infrastructure has dampened
demand for electric commercial vehicles, but conversely has
encouraged sales of combustion engine panel vans and chassis, a
trend we expect to continue through 2024. We have made some
progress in extending our commercial vehicle reach into the HGV
space of the market, where we see significant opportunity for
further loan book growth.
We have
balanced the sector specific headwinds and opportunities
exceptionally well. We see further runway ahead whether scaling
with our manufacturer partners; onboarding more dealers; supporting
further bounce-back as markets stabilise and consumer confidence
increases; growing our market share with dealers; and pressing on
with new asset classes such as specialist automotive, materials
handling (eg. forklifts) and heavy good vehicles.
We
believe having diversified asset classes and operating across many
sectors provides resilience against specific industry headwinds. We
continue to operate in an environment that is uncertain and fraught
with challenges, particularly persistently elevated interest rates.
Keeping close to our manufacturer partners and maintaining intimate
relationships with our dealer customers helps us navigate these
challenges but also frame appropriate financing solutions that help
our customers mitigate the risk and capitalise on opportunities
they see to grow.
Our
service levels and extent of relationship management is highly
regarded by our customers, as demonstrated by our broadly stable
net promoter score of +37 (2022: +41), which is well above our
external benchmark of +30.
Entering new sectors and developing products and
services
As an
early stage bank, we are well versed in testing lending concepts in
a small-scale and controlled manner, to support opportunities
presented to us by our customers. We have successfully launched
receivables financing solutions and wholesale funding (i.e. lending
to non-bank lenders) as routes to support our existing customers
and strategic partners. These opportunities present excellent risk
adjusted returns for the Group. At the end of 2023, we had over
£18m of our loan book (c3%) in these new products with loan
origination exceeding £24m through the year. We expect to grow
these initiatives further in 2024, but do not see them representing
more than 10-15% of our entire lending balance.
We are
excited by recent developments that have seen us enter into an
agreement to provide both receivables financing and inventory
finance to a supplier in the renewable energy sector. We believe
the nature of this lending across serialised lower value faster
moving goods has the potential to be an area of further growth for
the Group.
Additionally, we now have an established capability to
provide working capital to support selective dealers in the
Euro-zone. Whilst our efforts in the space are narrow and limited,
focused on partnerships in both the Republic of Ireland and the
Netherlands, we believe they present excellent opportunities for us
to assess routes for longer term European expansion.
We have
spoken for some time about natural extensions to our existing
manufacturer and dealer relationships by providing finance "beyond
the forecourt", to support retail sales. Hire purchase and leasing
are common lending
products
required by end-users in order to purchase our dealers' products.
Dealers and manufacturer partners tell us that this is an area they
feel DF Capital can further assist them, as they feel poorly or
under-served by existing providers. We feel given the FCA's motor
finance review, noting that the Group has no exposure to
discretionary commission arrangements, that remediation efforts
will distract many of the existing consumer hire purchase lenders,
thus intensifying the needs of our dealers for a reliable,
attentive and high quality provider to support product sales. We
believe this represents a substantial opportunity for the Group and
we expect to be well placed to fill this gap.
We have
explored inorganic opportunities to bring hire purchase lending to
life, unfortunately with little success thus far. Whilst we
continue to actively consider inorganic routes to scale the bank
further, we have started the organic build of a hire purchase
capability, which will be targeted at our leisure assets on launch.
The build is underway, and we expect to seek regulatory approval
later in 2024, enabling us to ramp up the loan origination during
2025.
Highly regarded deposit raising capability
Our highly digitised retail deposit
proposition continues to resonate with customers. We offer market
leading rates, using "Best Buy Tables" as a route to attract new
depositors. Our application journey is fast, allowing customers to
open an account within minutes. We have invested in confirmation of
payee capabilities through the year, which means customers not only
receive a dedicated sort code and account number in their own name
on application but also can confidently transfer funds from their
nominated account having their new account details confirmed by
their clearing bank. We launched our first easy access account this
year too, opening up a further pool of depositors whilst also
retaining loyal customers.
We believe service is key in
building confidence in our depositors. Retention rates are high,
typically c75% at product maturity. Our customers know that they
can use our online platform to manage their accounts, or if they
need assistance, they can call our Manchester based team to get the
support they need without the long waits associated with many
financial services firms.
It is no surprise, certainly to us,
that we receive such strong positive customer satisfaction scores
as measured by Feefo. We closed 2023 at a consistent 4.7 stars
(2022: 4.7) but have recently seen this increase further to 4.8
stars rated across
almost 1,200 reviews over the last
12 months. We have also received Feefo's Platinum Trusted
Service Award at the start of this year.
We closed the year with £575m of
deposits, (2022: £480m) with over 15,200 accounts up over 20% on
the prior year. Through the year we have continued to build a
well-diversified range of product maturity profiles in the easy
access, notice and fixed rate markets, raising £446m of new deposit
or reinvestments at an average rate of 5.11%. We are currently
building a business savings proposition, which should unlock lower
funding costs for us over time, and expect to launch our maiden
product during Q2 2024.
Our
culture: Being a world-class place to work
We believe that sustainability in
our business model is built by doing the right things for our
customers, communities, the environment and our employees. We
believe our focus on acting sustainably is deep rooted in the
attitude of our employees and how they feel about the firm. Having
employees that believe in what we are looking to achieve, support
the ambitions of the firm and get it right for our customers define
the quality of shareholder returns.
We have participated annually in the
"Best Companies to Work for" survey over the last couple of years.
We have been pleased with the progress we have made on the back of
the employee feedback we receive through the survey. In 2023 97%
(2022: 95%) of employees told us what they felt we were doing great
and gave us pointers on how we can continue to evolve the firm's
culture, making DF Capital an even better place to work.
I am delighted that we've built on
our 2-star accreditation from Best Companies in 2022, being seen as
an outstanding place to work, to achieve a 3-star accreditation.
This is the highest rating from Best Companies and indicates that
we are providing world-class levels of employee
engagement.
Giving back to our local communities
is something core to our DNA and I am proud of what we have done to
support local charities throughout the year, culminating in our
"Mega Give Back" day where the entire team supported a dozen
charities across Manchester for the day. Our colleagues are
generous with their time, giving over 1,700 hours through the year
to support initiatives close to their hearts. For a small bank of
c130 employees I feel we significantly punch above our weight in
this regard.
We have a culture at DF Capital that
I am very proud of. We are growing the firm in a sustainable way by
treating our employees fairly, delivering exceptional levels of
customer service and having a sound focus on risk management right
across the firm, critical for any financial services
organisation.
RoyaleLife credit loss
We are very disappointed with the
outcome relating to RoyaleLife and associated companies
("RoyaleLife"), a customer of the Group since June 2018.
Through the year, the business
worked hard to navigate the challenges unfolding in respect of this
large single obligor arrears case. RoyaleLife had been pursuing a
major multi-billion pound refinance and restructure, and whilst
supportive of the refinancing and restructure of RoyaleLife, the
Group had not made any further loans to this customer beyond July
2022.
During the latter half of 2023, this
refinancing process slowed significantly in light of the complexity
of RoyaleLife's financial situation, unique characteristics of the
business and its complex organisational and legal structure. We had
been in regular direct communication with the firm's principal, its
largest existing secured lenders, potential new investors and new
lender throughout, despite the Group not being a direct
counterparty to the refinance ourselves. We expected our facility
to be repaid in full and all arrears cleared on successful
completion of the refinancing and based on representations received
from stakeholders to that effect.
For much of the year RoyaleLife's
facility was not operating in the normal course, with our audit
process and portfolio
monitoring discovering a significant
number of our funded assets being sold out of trust or missing from
confirmed locations. Following failure of the refinancing process
late in 2023, it became clear that RoyaleLife's financial situation
and operation was much opaquer and more complex than originally
determined, adversely impacting, to a greater degree than expected,
a larger number of secured lenders and other creditors. Significant
parts of RoyaleLife entered into administration and the principal
has since faced bankruptcy having pledged personal guarantees and
accrued debts in excess of £700m.
Given the unique circumstances
associated with this arrears case and the extent of challenge
across the entire and vast
cohort of lenders, we determined
that it would be prudent to make a full provision of c£10m,
equivalent to the customer's entire outstanding balance less a
£0.4m negotiated settlement agreed with an individual park
operator. We continue to pursue recovery of the outstanding debt to
the fullest extent possible and where economically viable to
progress.
Whilst identifying this case as
unique in our portfolio of loans, we have ensured that our credit
policies and portfolio
management procedures are updated to
reflect learnings from this case. We are confident that we do not
have loans with similar characteristics and complex obligor
structures in our portfolio.
Outlook
We have started the year with
continued momentum, reporting our eleventh consecutive quarter of
loan book growth. The Group's loan book reached £610m at the end of
the first quarter, up 5% from year end and over £100m increase on
Q1 2023. Financial performance for the quarter is in line with
expectations.
Whilst new loan origination has been
strong, reaching £330m, unsurprisingly, given the macro-economic
environment,
dealers are cautious about
materially increasing their overall stock position. Dealer sales to
end-users have been strong in the quarter, particularly in
motorhomes, caravans and commercial vehicles sectors, which has
seen our stock turn remain relatively flat at 150 days and is in
line with expectations as well as seasonal and historical
norms.
Dealer numbers continue to increase,
with the addition of 90 through the quarter, reaching 1,233
(December 2023: 1,182) on a net basis. Credit facilities have also
increased to £1.1bn (December 2023: £1.0bn).
The Group's overdue accounts
continue to perform well, with 18 dealers having arrears one day
past due or in legal recovery (December 2023: 30). The Group's
total arrears balance excluding the c£10m provisioned balance
relating to RoyaleLife, equates to less than 0.3% of our entire
loan book. Whilst we are pleased with this exceptional performance,
this is better than normal levels and expectations.
Notwithstanding the continued
challenging macroeconomic environment, we feel positive about the
year ahead. We have a number of business development initiatives in
play as well as the continued organic growth of our core lending
product. We expect our loan book to close the year in the range of
£650-£700m.
Having successfully secured the
support of British Business Bank's ENABLE Guarantee, a £20m Tier 2
capital facility from British Business Investments and our Tier 1
capital base, that is now growing through sustainable
profitability, we see clear capital capacity to grow the bank to
c£800m in the near-term.
We remain ambitious for the Group's
future growth trajectory, seeing many opportunities in new lending
product adjacencies that will allow us to further scale the bank
and achieve mid-teen returns over the medium term. We stand firm in
our ambitions to be a multi-product lender supporting the growth of
our dealer and manufacturer customers in a deeper way across
well-diversified end-user markets.
Carl D'Ammassa
Chief Executive Officer
Chief Financial Officer's
Report
Dear Shareholder
We are pleased to report a year of
demonstrable sustainability in profitability; pre-tax profit has
increased by 250% to £4.6m (2022: £1.3m) and we continue to make
progress in our journey to increase returns, reporting earnings per
share of 1.8p (2022: adjusted earnings per share of
0.4p).
Net
Interest Margin ahead of 6% target
Gross yield increased by 35% to
11.1% (2022: 8.2%), reflecting our ability to pass on base rate
rises through newly originated loans. This, coupled with the
continued significant year-on-year growth in the loan book, saw
gross revenues, which are predominantly comprised of interest and
similar income, increase by 125% to £60.4m (2022:
£26.8m).
Net Interest Margin ("NIM"), which
is gross yield less interest expense, increased by 17% during the
period to 7.6% (2022: 6.5%), being well ahead of our NIM target of
6%, largely influenced by movements in UK base rates.
As expected, given the rising base
rate, the average cost of retail deposits increased during the
period to 4.27% (2022: 1.90%). As the Group's deposit book is
predominantly an array of fixed rate tenors, it takes time for
increasing deposit
rates to fully flow through to the
deposit book as a whole, as older maturing deposits are replaced by
newer deposits at higher rates. Accordingly, the loan book has
repriced more quickly than the deposit book given its shorter
average tenor, which has driven much of the favourable NIM
expansion in the year. This positive mis-match has been more
pronounced in 2023 given the speed of base rate increases and
whilst we expect some favourability in the near-term it is less
likely to remain over the medium term; unwinding over time as the
base rate reduces. Our longer-term target NIM remains unchanged at
6%.
Net income, which is gross revenues
less interest expense, increased by 86% to £38.0m (2022: £20.4m),
given the above factors.
Summarised Statement of
Comprehensive Income
|
2023
£'000
|
2022
£'000
|
Gross
revenues
|
60,350
|
26,842
|
Interest
expense
|
(22,336)
|
(6,411)
|
Net income
|
38,014
|
20,431
|
Operating
expenses
|
(21,843)
|
(16,831)
|
Impairment charges
|
(11,598)
|
(2,296)
|
Profit before
taxation
|
4,573
|
1,304
|
Taxation
|
(1,418)
|
8,457
|
Profit after
taxation
|
3,155
|
9,761
|
Other
comprehensive (loss)/income
|
183
|
(79)
|
Total comprehensive
profit
|
3,338
|
9,682
|
Adjusted earnings per
share
|
1.8p
|
0.4p
|
2022 earnings per share is adjusted to remove the initial
recognition of deferred tax assets that occurred in 2022. Earnings
per share without this adjustment was 5.4p.
Continuing to unlock our operational
leverage
We have continued to invest in areas
to support growth and scaling of the business, such as robotic
process automation ("RPA"), API-connections with dealers, and
character-recognition technologies. This builds further scalability
into our operational capabilities. We have invested c£1m in systems
and technology through the year to enhance our service further and
unlock additional routes to release further operational
leverage.
During 2022 the Group upgraded and
grew its commercial and relationship management teams, feeling the
full year benefit and cost of this during 2023. As a result,
operating expenses increased by 30% to £21.8m (2022: £16.8m) and
the Group's headcount reached 133 at the end of the year (31
December 2022: 117) with the majority of this further investment in
customer facing roles. The increase in operating expenses of £5.0m
is less than 30% of the £17.6m increase delivered in net income,
meaning our cost to income ratio has reduced significantly to 58%
(2022: 82%). We expect to see further reductions in this ratio as
we scale the business, underpinning the delivery of our return
ambitions.
Strong portfolio and credit risk management
Despite the macro-economic
challenges and higher interest rate environment, the actions we
have taken to manage our portfolio have delivered a consistently
low number of arrears cases, with just 30 dealers having arrears at
least one day past due at year end (31 December 2022: 24)
representing less than 3% of the Group's dealers base, which
includes 20 cases in legal recovery. Our period end reporting of
dealers in arrears and legal recovery consistently demonstrates the
high quality of our obligor base and our successful intra-period
actions to remediate dealer defaults by product redistribution
through our customer network or sale of our secured assets to other
parties, effecting recovery in whole or part. The Group's total
arrears balance represents 2.5% of its entire loan book (31
December 2022: 1.6%). Excluding RoyaleLife, the Group's arrears
balance at 31 December 2023 equates to 0.7% of its entire loan
book. During Q1 2024, the number of dealers in arrears has reduced
further.
Cost of risk, which includes
provisions for credit losses and write-offs, was 2.28% (2022:
0.74%). Excluding the provision on RoyaleLife, cost of risk was
0.53% being significantly below the through the cycle estimate of
1% of average gross
receivables.
The combined stage 1 and 2
impairment allowance at 31 December 2023 as a percentage of gross
receivables was 0.47% (December 2022: 0.46%) which incorporates an
IFRS9 overlay for the general uncertain macro-economic environment
and outlook. The total impairment allowance (comprising stages 1, 2
and 3) at 31 December 2023 as a percentage of gross receivables was
2.50% (2022: 0.84%), and excluding the impact of RoyaleLife was
0.85%.
Arrears (£'000)
|
31-Dec-23
|
31-Dec-22
|
31-Dec-21
|
31-Dec-20
|
Arrears - principal repayment, fees and
interest
|
1-30 days past due
|
696
|
136
|
105
|
27
|
31-60 days past due
|
265
|
1,084
|
834
|
22
|
61-90 days past due
|
946
|
25
|
0
|
39
|
91 days + past due
|
12,102
|
5,885
|
164
|
132
|
|
14,009
|
7,130
|
1,103
|
220
|
%
Loan book
|
2.4%
|
1.6%
|
0.4%
|
0.2%
|
Excluding RoyaleLife
|
0.7%
|
0.6%
|
0.4%
|
0.2%
|
Associated principal balance
|
1-30 days past due
|
1,253
|
2,016
|
951
|
96
|
31-60 days past due
|
717
|
1,512
|
834
|
7
|
61-90 days past due
|
1900
|
214
|
0
|
14
|
91 days + past due
|
12,821
|
16,317
|
184
|
259
|
|
16,691
|
20,058
|
1,970
|
376
|
%
Loan book
|
2.9%
|
4.6%
|
0.8%
|
0.3%
|
Excluding RoyaleLife
|
1.1%
|
1.4%
|
0.8%
|
0.3%
|
Providing richer insight on the Group's stock
turn
We committed earlier in the year to
provide richer analysis and management information in relation to
the Group's stock turn, recognising that our stated historical
annual average of 150 days may not accurately reflect current
market dynamics, the sectors in which we now operate and the
current sector mix given our rate of growth and diversification.
Having historically focused our attention on our average loan
duration (ie. when loans are repaid) as a proxy for the
speed
of dealer sales, we believe that the
average outstanding loan tenor is now a more appropriate measure to
determine whether our portfolio is ageing against historical
experience and our risk tolerances.
The average outstanding loan tenor
can be significantly influenced by the quantum of new loan
origination in the period relative to the portfolio, as well as the
speed of loan repayment. Our historical data, which covers the
period 2018 to 2023, is significantly influenced by both pandemic
and post-pandemic market dynamics. During the lockdown periods,
loan duration extended given dealers were closed for business and
no new loans were originated as manufacturing ceased. Conversely,
sales of products increased materially as did manufacturing
capacity during post-pandemic periods,
which saw both strong new loan
origination and high loan repayments as assets sold.
Expected seasonal trends evidenced
pre-pandemic have not been seen in our portfolio performance since
2020. Whilst helpful to monitor our loan ageing generally,
measuring stock turn solely against our historical levels is not a
reliable risk management performance indicator. Accordingly, we
have provided in the table opposite the sector tolerance levels we
apply in our portfolio oversight, alongside the annual average
tenor of outstanding loans and our most recent
experience.
Whilst average age of loans
outstanding at 31 March 2024 has extended slightly beyond year-end
to 150 days (31 December 2023: 148 days), it continues to operate
well within our tolerances. The extended duration of loans in the
lodge sector is in line with expectations particularly given the
significant impact the aftermath of RoyaleLife's failure has had on
new loan origination and orders with manufacturers, thus extending
the average duration.
|
Recent trend vs expected
norms1
|
|
|
Actual
|
Actual
|
|
New Loans
|
Repayments
|
Historical Annual
Average
|
Tolerance
Level
|
31-Mar-24
|
31-Dec-23
|
Agriculture
|
In
line
|
In
line
|
119
|
240
|
135
|
141
|
Automotive
|
Higher
|
Faster
|
73
|
200
|
64
|
83
|
Industrial
|
In
line
|
Slower
|
120
|
250
|
160
|
167
|
Lodges
|
Lower
|
In
line
|
154
|
300
|
260
|
239
|
Marine
|
In
line
|
In
line
|
132
|
250
|
153
|
147
|
Motorcycle
|
In
line
|
Slower
|
107
|
200
|
88
|
113
|
Motorhome & Caravan
|
Higher
|
Faster
|
105
|
200
|
110
|
98
|
Transport
|
Higher
|
Faster
|
86
|
200
|
109
|
122
|
Loan book
average
|
|
|
128
|
240
|
150
|
148
|
Pay as sold inventory only -
excludes rental lending, equivalent to 6% as at 31 December
2023.
1 Qualitative assessment relative to 2023 experience quarter on
quarter
Strong security position
In our core inventory finance
lending product, we take legal title against individual assets to
provide working capital to fund dealers' inventory or stock. Loans
are advanced against the wholesale value of an asset. The value of
dealer loans outstanding compared to wholesale value (loan to value
or "LTV") at 31 December 2023 was 85% (31 December 2022: 91%). This
reduction in LTV is predominantly due to a slowdown in stock turn,
which has in turn led to an increase in the associated monthly
capital repayments. We do not advance funds measured against retail
prices, which typically represent a mark-up of approximately 20% on
the wholesale invoice price. Accordingly, for our funding to be at
risk, and for the Group to incur losses on recovery of an asset in
the event of default there would need to be an average reduction of
approximately 30% in retail prices across the sectors and products
we lend against.
We often hold additional security,
which can mitigate credit losses further, in the form of personal
and/or cross company
guarantees as well as having
manufacturer repurchase or redistribution agreements in place
across c60% of our inventory
finance loan book (2022:
c.65%).
Well capitalised balance sheet supports growth
ambitions
The Group is well-capitalised. At 31
December 2023 the Group's equity stood
at £100.4m (31
December 2022: £96.2m).
During the year the Group entered
into an ENABLE Guarantee with the British Business Bank for an
initial £175m, which was subsequently increased to £250m and may be
extended up to £350m in the future. In addition, the Group obtained
a £20m Tier 2 Capital Facility from British Business Investments in
September 2023 with £10m being drawn by year end. Gaining access to
the ENABLE Guarantee and Tier 2 capital are key components of our
strategic capital plan.
The Group believes it has capacity
to grow its current loan book to approximately £800m based on
current capital, upsizing the ENABLE Guarantee to £350m and a full
drawdown of the £20m Tier 2 Capital Facility. At a c£800m loan book
the financial characteristics of the Group would allow it to
achieve further organic growth at a healthy rate without the need
to raise additional Tier 1 capital.
Despite the 32% loan book growth
during the year, the utilisation of the ENABLE Guarantee together
with the £10m Tier 2 Capital drawn meant our CET1 ratio increased
to 22.8% at 31 December 2023 (31 December 2022 c.22.1%); well above
our regulatory capital minimum requirements.
Gavin Morris
Chief Financial Officer
Report of the
Directors
The Directors present their Annual
Report on the affairs of the Group, together with the consolidated
financial statements, company financial statements and auditor's
report, for the year ended 31 December 2023.
Details of significant subsequent
events are contained in note 45 to these consolidated financial
statements. An indication of likely future developments in the
business of the Group are included in the Strategic Report
section.
Information about the use of
financial instruments by the Group is detailed within note 39 to
the consolidated financial statements.
Principal activity
The principal activity of the Group
is as a specialist personal savings and commercial lending bank
group. The Group provides niche working capital funding solutions
to dealers and manufacturers across the UK, enabled by
competitively priced personal savings products.
Results and dividends
The total comprehensive profit for
the year, after taxation, amounted to £3,338,000 (2022:
£9,682,000). The Directors do not recommend the payment of a
dividend (2022: £nil).
In the year ended 31 December 2023,
the Group recognised a significant increase in expected credit loss
provision to a total of £9.8m (2022: £0.7m) in respect of
RoyaleLife as detailed in note 3.2. In the year ended 31 December
2022, the Group recognised a significant deferred taxation asset of
£9m as detailed in note 16. The effect of these significant
movements has been removed in the below table to present total
comprehensive income for the periods on a more consistent
basis:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Total
comprehensive profit after taxation
|
3,338
|
9,682
|
of which,
includes:
|
|
|
Deferred
taxation asset recognition
|
-
|
9,043
|
RoyaleLife provision movement
|
(9,092)
|
(611)
|
|
(9,092)
|
8,432
|
|
|
|
Comparative total
comprehensive profit after taxation
|
12,430
|
1,250
|
Directors'
The Directors who held office during
the year and up to the date of the Directors' report were as
follows:
Mark Stephens
Sheryl
Lawrence
Nicole
Coll
Thomas Grathwohl
Haakon Stenrød
Carl D'Ammassa
Gavin Morris
Directors' shareholdings
As at 31 December 2023, the
Directors held the following ordinary shares in the
Company:
Director
|
Position
|
No. of ordinary
shares
|
Voting rights
(%)
|
|
|
|
|
Mark
Stephens
|
Independent Board Chair
|
62,500
|
0.03%
|
Thomas
Grathwohl
|
Independent Non-Executive Director
|
533,312
|
0.30%
|
Carl
D'Ammassa
|
Chief
Executive Officer
|
509,591
|
0.28%
|
Gavin
Morris
|
Chief
Financial Officer
|
384,026
|
0.21%
|
Significant shareholders
As at 31 December 2023, the
following parties held greater than 3% of issued share capital in
the Company in accordance with the requirements of Rule 5 of the
Disclosure Guidance and Transparency Rules:
|
No. of ordinary
shares
|
Voting rights
(%)
|
|
|
|
Watrium
AS
|
26,646,093
|
14.86%
|
Davidson
Kempner Capital Management
|
17,599,990
|
9.81%
|
Liontrust
Asset Management
|
17,210,479
|
9.60%
|
Lombard
Odier Asset Management
|
16,606,408
|
9.26%
|
River
Global
|
13,000,000
|
7.25%
|
Janus
Henderson Investors
|
10,667,749
|
5.95%
|
Premier
Miton Investors
|
7,974,000
|
4.45%
|
UBS
Securities
|
7,535,704
|
4.20%
|
BlackRock
Investment Management
|
7,460,000
|
4.16%
|
CRUX
Asset Management
|
5,941,454
|
3.31%
|
M&G
Investments
|
5,500,000
|
3.07%
|
Allianz
Global Investors
|
5,400,000
|
3.01%
|
Political and charitable donations
The Group made charitable donations
of £11,703 (2022: £3,569) and no political donations during the
year ended 31 December 2023 (2022: £nil).
Annual General Meeting
The Company anticipates holding its
Annual General Meeting in June 2024. The Notice of AGM and
Form of Proxy will be posted to shareholders in due course and a
copy will be available at www.dfcapital-investors.com. The AGM will
be held at the Company's registered office in
Manchester.
Directors' insurance and indemnities
The Group has maintained Directors
and Officers liability insurance for the benefit of the Group, the
Directors, and its officers. The Directors consider the level of
cover appropriate for the business and will remain in place for the
foreseeable future.
Statement of Going Concern
The Directors have completed a
formal assessment of the Group's financial resources. In making
this assessment the Directors have considered the Group's current
available capital and liquidity resources, the business financial
projections and the outcome of stress testing. Based on this
review, the Directors believe that the Group is well placed to
manage its business risks successfully within the expected economic
outlook. See note 1.6 for further details.
Accordingly, the Directors have a
reasonable expectation that the Group has adequate resources to
continue in operational existence for a period of at least 12
months from the date of approval of the financial statements.
Accordingly, they continue to adopt the going concern basis in
preparing the Annual Report and Financial Statements.
Corporate Governance
The Corporate Governance Report on
pages 61 to 95 contains information about the Group's corporate
governance arrangements.
Subsequent events
Details relating to significant
events occurring between 31 December 2023 and the date of approval
of the financial statements are detailed further within Note 45 of
the consolidated financial statements.
Disclosure of information to the auditor
Each of the persons who is a
Director at the date of approval of this annual report confirms
that:
§ so far
as the Director is aware, there is no relevant audit information of
which the Company's auditors are unaware; and
§ the
Director has taken all the steps that they ought to have taken as a
Director in order to make themself aware of any relevant audit
information and to establish that the Company's auditors are aware
of that information.
This confirmation is given and
should be interpreted in accordance with the provisions of s418 of
the Companies Act 2006.
Reappointment of auditor
Deloitte LLP have expressed their
willingness to continue in office as auditors and a resolution to
reappoint them will be proposed at the forthcoming Annual General
Meeting.
Approved by the Board on 8 April
2024 and signed on its behalf by:
Carl D'Ammassa
Director
Statement of Directors'
Responsibilities
The Directors are responsible for
preparing the Annual Report and the Group and parent Company
financial statements in accordance with applicable law and
regulations.
Company law requires the Directors
to prepare Group and parent Company financial statements for each
financial year. Under that law the Directors have elected to
prepare the financial statements in accordance with United Kingdom
adopted International Accounting Standards. The financial
statements also comply with International Financial Reporting
Standards (IFRSs) as issued by the International Accounting
Standards Board (IASB). The Directors have chosen to prepare the
parent Company financial statements on the same basis.
Under company law the Directors must
not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group
and parent Company and of their profit or loss of the Group for the
year.
In preparing these consolidated
financial statements and Company financial statements, the
Directors are required to:
§ properly select and apply accounting policies;
§ present
information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable
information;
§ provide
additional disclosures when compliance with the specific
requirements of the financial reporting framework are insufficient
to enable users to understand the impact of particular
transactions, other events and conditions on the entity's financial
position and financial performance; and
§ make an
assessment of the company's ability to continue as a going
concern.
The Directors are responsible for
keeping adequate accounting records that are sufficient to show and
explain the Group's transactions and disclose with reasonable
accuracy at any time the financial position of the Group and enable
them to ensure that the financial statements comply with the
Companies Act 2006. They are responsible for such internal
control as they determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error, and have general responsibility for
taking such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and
regulations, the Directors are also responsible for preparing a
Strategic Report, Directors' Report, and Corporate Governance
Statement that complies with that law and those
regulations.
The Directors are responsible for
the maintenance and integrity of the corporate and financial
information included on the Company's website. Legislation in the
United Kingdom governing the preparation and dissemination of
financial statements may differ from legislation in other
jurisdictions.
Responsibility statement of the Directors in respect of the
annual financial report
Each of the persons who is a
Director at the date of approval of this report confirms, to the
best of their knowledge, that:
§ the
financial statements, prepared in accordance with the applicable
set of accounting standards, give a true and fair view of the
assets, liabilities, financial position and profit or loss of the
Company and the undertakings included in the consolidation taken as
a whole;
§ the
Strategic Report/Directors' Report includes a fair review of the
development and performance of the business and the position of the
Company and the undertakings included in the consolidation taken as
a whole, together with a description of the principal risks and
uncertainties that they face; and
§ the
annual report and financial statements, taken as a whole, are fair,
balanced and understandable and provide the information necessary
for shareholders to assess the Company's position and performance,
business model and strategy.
Consolidated Statement of
Comprehensive Income
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Interest
and similar income
|
4
|
59,970
|
25,407
|
Interest
and similar expenses
|
6
|
(22,336)
|
(6,411)
|
Net interest
income
|
|
37,634
|
18,996
|
|
|
|
|
Fee
income
|
7
|
1,393
|
1,348
|
Fee
expenses
|
8
|
(719)
|
-
|
Net
losses on disposal of financial assets at fair value through other
comprehensive income
|
21
|
-
|
(17)
|
Net
(losses)/gains from derivatives and other financial instruments at
fair value through profit or loss
|
22
|
(303)
|
99
|
Other
operating income
|
|
9
|
5
|
Total operating
income
|
|
38,014
|
20,431
|
|
|
|
|
Staff
costs
|
9
|
(13,431)
|
(10,848)
|
Other
operating expenses
|
11
|
(8,412)
|
(5,983)
|
Net
impairment loss on financial assets
|
14
|
(11,598)
|
(2,296)
|
Total operating
profit
|
|
4,573
|
1,304
|
|
|
|
|
Profit before
taxation
|
|
4,573
|
1,304
|
|
|
|
|
Taxation
(charge)/credit
|
16
|
(1,418)
|
8,457
|
Profit after
taxation
|
|
3,155
|
9,761
|
|
|
|
|
Other comprehensive
income/(loss):
|
|
|
|
Items
that may subsequently be transferred to the income
statement:
|
|
|
|
|
|
|
FVOCI
debt securities:
|
|
|
|
Amounts
transferred to the income statement
|
|
-
|
17
|
Fair
value movements
|
|
183
|
(96)
|
Total other comprehensive
income/(loss) for the year, net of tax
|
183
|
(79)
|
|
|
|
|
Total comprehensive income
for the year
|
|
3,338
|
9,682
|
|
|
|
|
Earnings per
share:
|
|
pence
|
pence
|
Basic
EPS
|
40
|
1.8
|
5.4
|
Diluted
EPS
|
40
|
1.7
|
5.4
|
The notes on pages 116 to 179 are an
integral part of these financial statements.
The financial results for all
periods are derived entirely from continuing operations.
Consolidated Statement of
Financial Position
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Assets
|
|
|
|
Cash and
balances at central banks
|
|
89,552
|
107,353
|
Loans and
advances to banks
|
28
|
3,475
|
3,848
|
Debt
securities
|
21
|
14,839
|
22,964
|
Derivatives held for risk management
|
22
|
537
|
57
|
Loans and
advances to customers
|
20
|
568,044
|
435,883
|
Trade and
other receivables
|
24
|
5,335
|
1,524
|
Current
taxation asset
|
25
|
55
|
55
|
Deferred
taxation asset
|
27
|
7,111
|
8,457
|
Property,
plant and equipment
|
17
|
1,145
|
1,045
|
Right-of-use assets
|
18
|
1,227
|
433
|
Intangible assets
|
19
|
618
|
877
|
Total
assets
|
|
691,938
|
582,496
|
|
|
|
|
Liabilities
|
|
|
|
Customer
deposits
|
35
|
574,622
|
479,736
|
Derivatives held for risk management
|
22
|
565
|
42
|
Fair
value adjustments on hedged liabilities
|
23
|
424
|
(84)
|
Financial
liabilities
|
36
|
1,255
|
445
|
Trade and
other payables
|
38
|
4,297
|
6,041
|
Provisions
|
13
|
67
|
77
|
Current
taxation liability
|
26
|
73
|
-
|
Subordinated liabilities
|
37
|
10,221
|
-
|
Total
liabilities
|
|
591,524
|
486,257
|
|
|
|
|
Equity
|
|
|
|
Issued
share capital
|
31
|
1,793
|
1,793
|
Share
premium
|
31
|
-
|
39,273
|
Merger
relief
|
31
|
94,911
|
94,911
|
Merger
reserve
|
33
|
(20,609)
|
(20,609)
|
Own
shares
|
32
|
(401)
|
(364)
|
Retained
earnings/(loss)
|
|
24,720
|
(18,765)
|
Total
equity
|
|
100,414
|
96,239
|
|
|
|
|
Total equity and
liabilities
|
|
691,938
|
582,496
|
The notes on pages 116 to 179 are an
integral part of these consolidated financial
statements.
These financial statements were
approved by the Board of Directors and authorised for issue
on 8th April 2024.
They were signed on its behalf by:
Carl D'Ammassa
Director
8th April 2024
Registered number:
11911574
Consolidated Statement of
Changes in Equity
|
Issued share
capital
|
Share
premium3
|
Merger
relief
|
Merger
reserve
|
Own
shares2
|
Retained
earnings/(loss)
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Balance at 1 January
2022
|
1,793
|
39,273
|
94,911
|
(20,609)
|
(364)
|
(28,946)
|
86,058
|
|
|
|
|
|
|
|
|
Profit
after taxation
|
-
|
-
|
-
|
-
|
-
|
9,761
|
9,761
|
Other
comprehensive loss
|
-
|
-
|
-
|
-
|
-
|
(79)
|
(79)
|
Total
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
9,682
|
9,682
|
Share-based payments
|
-
|
-
|
-
|
-
|
-
|
499
|
499
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
1,793
|
39,273
|
94,911
|
(20,609)
|
(364)
|
(18,765)
|
96,239
|
|
|
|
|
|
|
|
|
Profit
after taxation
|
-
|
-
|
-
|
-
|
-
|
3,155
|
3,155
|
Other
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
183
|
183
|
Total
comprehensive income
|
-
|
-
|
-
|
-
|
-
|
3,338
|
3,338
|
Share-based payments1
|
-
|
-
|
-
|
-
|
|
905
|
905
|
Employee
Benefit Trust2
|
-
|
-
|
-
|
-
|
(37)
|
(31)
|
(68)
|
Share
premium account cancellation3
|
-
|
(39,273)
|
-
|
-
|
-
|
39,273
|
-
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
1,793
|
-
|
94,911
|
(20,609)
|
(401)
|
24,720
|
100,414
|
1 Refer to note 10 for details
on share-based payments during the year.
2 The Group has adopted
look-through accounting (see note 1.3) and recognised the Employee
Benefit Trust as Own Shares. Refer to note 32 for further details
of the movements in the year.
3 In the year ended 31
December 2023, the Company cancelled its share premium account -
refer to note 31 for details.
The notes on pages 116 to 179 are an
integral part of these consolidated financial
statements.
Consolidated Cash Flow
Statement
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash
flows from operating activities:
|
|
|
|
Profit
before taxation
|
|
4,573
|
1,304
|
Adjustments for non-cash items and other adjustments Included
in the income statement
|
29
|
13,000
|
4,664
|
Increase
in operating assets
|
29
|
(149,456)
|
(193,189)
|
Increase
in operating liabilities
|
29
|
94,171
|
183,809
|
Taxation
received
|
25
|
-
|
4
|
Net cash used in operating
activities
|
|
(37,712)
|
(3,408)
|
|
|
|
|
Cash
flows from investing activities:
|
|
|
|
Purchase
of debt securities
|
21
|
(14,554)
|
-
|
Proceeds
from sale and maturity of debt securities
|
21
|
23,000
|
85,070
|
Interest
received on debt securities
|
21
|
383
|
746
|
Purchase
of own shares
|
32
|
(67)
|
-
|
Purchase
of property, plant and equipment
|
17
|
(418)
|
(1,041)
|
Purchase
of intangible assets
|
19
|
(117)
|
(193)
|
Net cash generated from
investing activities
|
|
8,227
|
84,582
|
|
|
|
|
Cash
flows from financing activities:
|
|
|
|
Repayment
of lease liabilities
|
34
|
(227)
|
(141)
|
Issuance
of subordinated liabilities
|
37
|
10,000
|
-
|
Acquisition of subordinated liabilities
|
29
|
(51)
|
-
|
Net cash from/(used in)
financing activities
|
|
9,722
|
(141)
|
|
|
|
|
Net (decrease)/increase in
cash and cash equivalents
|
|
(19,763)
|
81,033
|
Cash and
cash equivalents at start of the year
|
29
|
110,630
|
29,597
|
Cash and cash equivalents at
end of the year
|
29
|
90,867
|
110,630
|
Notes to the Financial
Statements
1. Basis of preparation
1.1
General information
The consolidated financial
statements of Distribution Finance Capital Holdings plc (the
"Company" or "DFCH plc") include the assets, liabilities, and
results of its wholly owned subsidiaries, DF Capital Bank Limited
(the "Bank") and DF Capital Financial Solutions Limited, which
together form the "Group".
DFCH plc is registered and
incorporated in England and Wales whose company registration number
is 11911574. The registered office is St James' Building, 61-95
Oxford Street, Manchester, England, M1 6EJ. The Company's ordinary
shares are listed on the Alternative Investment Market ("AIM") of
the London Stock Exchange.
The principal activity of the
Company is that of an investment holding company. The principal
activity of the Group is as a specialist
personal savings and commercial lending banking group. The Group
provides niche working capital funding solutions to dealers and
manufacturers, enabled by competitively priced personal savings
products.
These financial statements are
presented in pounds sterling, which is the currency of the primary
economic environment in which the Group operates, and are rounded
to the nearest thousand pounds, unless stated otherwise.
1.2
Basis of preparation
The Group consolidated financial
statements and the Company financial statements have been prepared
and approved by the Directors in accordance with International
Financial Reporting Standards ("IFRSs") as adopted by the United
Kingdom (UK) and interpretations issued by the IFRS Interpretations
Committee (IFRS IC).
The consolidated and Company
financial statements are prepared on a going concern basis and
under the historical cost convention except for the treatment of
certain financial instruments, including the revaluation of debt securities held at fair value through
other comprehensive income (FVTOCI), and derivative contracts and
other financial assets or liabilities held at fair value through
profit or loss (FVTPL).
By including the Company financial
statements, here together with the Group consolidated financial
statements, the Company is taking advantage of the exemption in
Section 408 of the Companies Act 2006 not to present its individual
income statement and related notes that form a part of these
approved financial statements.
For the year ended 31 December 2023,
DF Capital Financial Solutions Limited (Company number: 14891201)
was exempt from the requirements of the Companies Act 2006 relating
to the audit of individual accounts by virtue of section 479A of
the Companies Act 2006. The Company, as the ultimate parent
company, is providing a guarantee for DF Capital Financial
Solutions Limited in accordance with section 479C of the Companies
Act 2006 as at 31 December 2023.
1.3
Basis of consolidation
The Group financial statements
include the results of the Company and its subsidiary undertakings.
Subsidiaries are fully consolidated from the date on which control
is transferred to the Group and are deconsolidated from the date
that control ceases. Accounting policies of the Company and its
subsidiaries are consistent. The Group
'controls' an entity if it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the
entity.
Upon consolidation, all intra-group
transactions, balances, income, and expenses are eliminated within
the consolidated financial statements within this Annual Report and
Financial Statements. The consolidated financial statements
contained in this Annual Report consolidate the statements of total
comprehensive income, statements of financial position, cash flow
statements, statements of changes in equity and related notes for
Distribution Finance Capital Holdings plc, DF Capital Bank Limited
and DF Capital Financial Solutions Limited, which together form the
"Group", which have been prepared in accordance with applicable
IFRS accounting standards. Accounting policies have been applied
consistently throughout the Group and its subsidiaries.
The Group's Employee Benefit Trust
(EBT) is controlled and recognised by the Company using the
look-through approach, i.e. as if the EBT is included within the
accounts of the Company.
1.4 Adoption of new and
revised standards and interpretations
International financial reporting standards issued and
adopted for the first time in the year ended 31 December
2023
Improvements to the Conceptual
Framework, as well as amendments to IAS 16 Property, Plant and
Equipment, IAS 37 Provisions, Contingent Liabilities and Contingent
Assets and IFRS 9 Financial Instruments become effective in the
current year. None of these amendments to IFRS impacted the Group's
reported earnings, financial position or reserves, or the
accounting policies.
IAS 16 was amended to prohibit
entities from deducting from the cost of an item of property, plant
and equipment, any proceeds of the sale of items produced while
bringing that asset to the location and condition necessary for it
to be capable of operating in the manner intended by management.
The Group has not sold any fixed assets of a material amount in the
past, so this amendment has no material impact on the Group'
financial statements.
The annual improvements to IFRS
clarifies fees that an entity includes when assessing whether the
terms of a new or modified financial liability are substantially
different from the terms of the original financial liability for
derecognition of financial liabilities in terms of IFRS 9 Financial
Instruments. These fees include only those paid or received between
the borrower and the lender. For lease incentives, the annual
improvement removes the illustration of payments from the lessor
relating to leasehold improvements in Illustrative Example 13
accompanying IFRS 16. This removes potential confusion regarding
the treatment of lease incentives when applying IFRS 16. The
amendments are not expected to have a significant impact on the
annual financial statements.
International financial reporting standards issued but not
yet effective which are applicable to the Group
New Accounting
Standard
|
Description of change
|
Effective Date
|
Expected Impact on the Group
|
Amendments to
classification
of liabilities as
current or noncurrent
(IAS 1)
|
The IAS 1
amendments clarify the requirements for classifying liabilities as
current or non-current. More specifically:
The
amendments specify that the conditions which exist at the end of
the reporting period are those which will be used to determine if a
right to defer settlement of a liability exists.
Management expectations about events after the balance sheet
date, for example on whether a covenant will be breached, or
whether early settlement will take place, are not
relevant.
The
amendments clarify the situations that are considered settlement of
a liability.
|
Annual
periods commencing on or after 1 January 2024.
|
The Group
presents its assets and liabilities in order of liquidity in its
statement of financial position. This impact of this amendment
would impact the disclosure of current versus non-current
liabilities in the notes to the financial statements.
The Group
does not expect this amendment to have a significant impact on the
annual financial statements.
|
Amendments to
IFRS 16 - Lease
liability in a sale
and lease back
|
The
amendment to IFRS 16 specifies the requirements that a
seller-lessee uses in measuring the lease liability arising in a
sale and lease back transaction, to ensure the seller-lessee does
not recognise any amount of the gain or loss that relates to the
right of use it retains.
Applying
these requirements does
not
prevent the seller-lessee from recognising, in profit or loss, any
gain or loss relating to the partial or full termination of a
lease, as required by paragraph 46(a) of IFRS 16.
|
Annual
periods commencing on or after 1 January 2024.
|
The
amendments are not expected to have a significant impact on the
annual financial statements.
|
1.5 Principal accounting
policies
The principal accounting policies
adopted in the preparation of this financial information are set
out below. These policies have been applied consistently to all the
financial periods presented.
1.6
Going concern
The financial statements are
prepared on a going concern basis as the Directors are satisfied
that the Group has adequate resources to continue operating for a
period of at least 12 months from the date of approval of the
financial statements. In making this assessment the Directors
have considered:
· The
Group's financial projections;
· The
Group's current available capital and liquidity resources and
surplus over regulatory and risk appetite requirements;
· The stress testing and capital and liquidity planning performed as a part
of the ICAAP and ILAAP
indicate adequate capital and liquidity buffers and the
ability to effectively manage stresses and
resources. A number of severe and plausible scenarios were considered as part
of the stress testing process including a combination of severe
idiosyncratic and macroeconomic scenarios which included the
potential impact of the cost of living crisis on our
dealers;
· Recent failures in the banking sector and any implications
for the Group. This included consideration of our deposit base
which is made up entirely of retail customers of which 96% are
fully covered by the Financial Services Compensation Scheme
('FSCS'). The liquid assets of the Group being predominantly either
cash held at the Bank of England or in UK government gilts. The
Group's asset and liability maturity profile;
· In
respect of climate change, the Board recognises the long-term risks
and these are considered as part of the annual ICAAP.
Based on this review, the
Directors believe that the Group is well placed to manage its
business risks successfully within the expected economic
outlook. Accordingly, the Directors have
adopted the going concern basis in preparing the financial
statements.
Information on the Group's business
strategy, performance and outlook are detailed in the Chair's
Statement, Chief Executive Officer's review and Chief Financial
Officer's review. The Risk Overview sections further detail the key
risks faced by the Group and mitigants and provides an overview of
the Group's Risk Management Framework.
1.7
Critical accounting estimates and judgements
In accordance with IFRS, the
Directors of the Group are required to make judgements, estimates
and assumptions in certain subjective areas whilst preparing these
financial statements. The application of these accounting policies
may impact the reported amounts of assets, liabilities, income and
expenses and actual results may differ from these
estimates.
Any estimates and underlying
assumptions used within the statutory financial statements are
reviewed on an ongoing basis, with revisions recognised in the
period in which they are adjusted, and any future periods
affected.
Further details can be found in note
3 on the critical accounting estimates and judgements used within
these financial statements.
1.8 Foreign currency translation
The financial statements are
expressed in Pound Sterling, which is the functional and
presentational currency of the Group.
Transactions in foreign currencies
are translated to the Group's functional currency at the foreign
exchange rate ruling at the date of the transaction. Monetary
assets and liabilities denominated in foreign currencies at the
reporting date are retranslated to the functional currency at the
foreign exchange rate ruling at that date. Non-monetary assets and
liabilities that are measured in terms of historical cost in a
foreign currency are translated using the exchange rate at the date
of the transaction. Foreign exchange differences arising on
translation are recognised in the statement of income.
2. Summary of significant
accounting policies
2.1 Revenue recognition
Net interest income
Interest income and expense for
all financial instruments except for those classified as held for
trading or measured or designated as at fair value through profit
and loss ("FVTPL") are recognised in "Net interest income" as
"Interest income" and "Interest expenses" in the income statement
using the effective interest method.
The effective interest rate
("EIR") is the rate that exactly discounts estimated future cash
flows of the financial instrument through the expected life of the
financial instrument or, where appropriate, a shorter period, to
the net carrying amount of the financial asset or financial
liability. The future cash flows are estimated taking into account
all the contractual terms of the instrument.
The calculation of the EIR
includes all fees and points paid or received between parties to
the contract that are incremental and directly attributable to the
specific lending arrangement, transaction costs, and all other
premiums or discounts.
In calculating the EIR, management
have taken into consideration the behavioural characteristics of
the underlying loans in the lending portfolio which includes
evaluating the expected duration of loans and any additional
behavioural fees.
The EIR is adjusted where there is
a movement in the reference interest rate (SONIA, or base rate)
affecting portfolios with a variable interest rate which will
impact future cash flows.
The interest income/expense is
calculated by applying the EIR to the gross carrying amount of
non-credit impaired financial assets (that is, to the amortised
cost of the financial asset before adjusting for any expected
credit loss allowance), or to the amortised cost of financial
liabilities.
For credit-impaired financial
assets, as defined in the financial instruments accounting policy,
the interest income is calculated by applying the EIR to the
amortised cost of the credit-impaired financial assets (that is, to
the gross carrying amount less the allowance for expected credit
losses ("ECLs").
Interest income on debt securities
is included in interest and similar income. Interest on derivatives
is included in interest and similar income or interest and similar
expenses charges following the underlying instrument it is
hedging.
Fee income
All fee income relates to fees
charged directly to customers based on their credit facility. These
fees do not meet the criteria for inclusion within interest
income. The Group satisfies its performance obligations as
the services are rendered. These fees are billed in arrears
of the period they relate to.
Fee income is recognised in
accordance with IFRS 15 which sets out the principles to follow for
revenue recognition which takes into consideration the nature,
amount, timing and uncertainty of revenue and cash flows resulting
from a contract with a customer. The accounting standard presents a
five-step approach to income recognition to enable the Group to
recognise the correct amount of income in the corresponding
period(s):
· the
contract has been approved by the parties to the
contract;
· each
party's rights in relation to the goods or services to be
transferred can be identified;
· the
payment terms for the goods or services to be transferred can be
identified;
· the
contract has commercial substance; and
· it
is probable that the consideration to which the entity is entitled
to in exchange for the goods or services will be
collected.
All other income is currently
recognised under IFRS 9 under the effective interest rate
methodology, however, when new fees are implemented, they will be
assessed as to whether they fall under IFRS 9 (EIR) or IFRS 15.
IFRS 9 and IFRS 15 have been applied consistently to all the
financial periods presented.
Fee expense
Fee and commission expense
predominantly consists of non-incremental fees in relation to
financial guarantee schemes, undrawn facility commitment facility
fees, introducer commissions, and other non-incremental direct
costs. Where these fees and commissions are incremental costs that
are directly attributable to the issue of a financial instrument,
they are included in interest income as part of the EIR
calculation. Where they are not incremental costs that are directly
attributable, they are recognised within fee and commission expense
as the services are received.
Net gains / (losses) from derivatives and other financial
instruments at fair value through profit or loss
Net gains/(losses) from
derivatives and other financial instruments at fair value through
profit or loss relate to non-trading derivatives held for risk
management purposes. It includes all realised and unrealised fair
value movements, interest and foreign exchange
differences.
Other income from financial instruments
Debt securities are measured at fair
value through other comprehensive income. The securities are
measured at their closing bid prices at the reporting date with any
unrealised gain or loss recognised through other comprehensive
income. Once the assets have been disposed, the corresponding
realised gain or loss is transferred from other comprehensive
income into the income statement.
Other operating income
Other operating income predominantly
consists of payroll subsidies, specifically in relation to
Statutory Maternity/Paternity Pay (SMP/SPP) as levied by HM Revenue
& Customs.
2.2 Property, plant and
equipment
All property, plant and equipment is
stated at historical cost (or deemed historical cost) less
accumulated depreciation, and less any identified impairment. Cost
includes the original purchase price of the asset and the costs
attributable to bringing the asset to its working condition for its
intended use.
Depreciation is provided on all
property, plant and equipment at rates calculated to write each
asset down to its estimated residual value on a straight-line basis
at the following annual rates:
Fixtures & fittings
3 years
Computer
equipment
3 years
Telephony &
communications
3 years
Leasehold
improvements
1 - 10 years
Motor
vehicles
3 years
Right-of-use assets are depreciated
over the shorter period of the lease term and the useful life of
the underlying asset. All current lease agreements have a maximum
lease term of 7 years. If a lease transfers ownership of the
underlying asset or the cost of the right-of-use asset reflects
that the Group expects to exercise a purchase option, the related
right-of-use asset is depreciated over the useful life of the
underlying asset.
Useful
economic lives and estimated residual values are reviewed annually
and adjusted as appropriate.
The gain
or loss arising on the disposal of an asset is determined as the
difference between the sales proceeds less any costs of disposal
and the carrying amount of the asset, which is recognised in the
Income Statement.
2.3 Intangible assets
Computer software
Computer software which has been
purchased by the Group from third party vendors is measured at
initial cost less accumulated amortisation and less any accumulated
impairments.
Computer software is estimated to
have a useful life of 3 years with no residual value after the
period. These assets are amortised on a straight-line basis with
the useful economic lives and estimated residual values being
reviewed annually and adjusted as appropriate.
Internally generated intangible assets
Internally generated intangible
assets are only recognised by the Group when the recognition
criteria have been met in accordance with IAS 38: Intangible Assets
as follows:
·
expenditure can be reliably measured;
·
the product or process is technically and
commercially feasible;
·
future economic benefits are likely to be
received;
·
intention and ability to complete the
development; and
·
view to either use or sell the asset in the
future.
The Group will only recognise an
internally generated asset should it meet all the above criteria.
In the event of a development not meeting the criteria it will be
recognised within the consolidated income statement in the period
incurred.
Capitalised costs include all
directly attributable costs to the development of the asset.
Internally generated assets are measured at capitalised cost less
accumulated amortisation less accumulated impairment
losses.
The internally generated asset is
amortised at the point the asset is available for use or sale. The
asset is amortised on a straight-line basis over the useful
economic life with the remaining useful economic life and residual
value being assessed annually. The estimated useful economic life
of internally generated assets is 3-5 years with no expected
residual balance.
Any subsequent expenditure on the
internally generated asset is only capitalised if the cost
increases the future economic benefits of the related asset.
Otherwise, all additional expenditure should be recognised through
the income statement in the period it occurs.
2.4 Financial instruments
Initial recognition
Financial assets and financial
liabilities are recognised in the statement of financial position
when the Group becomes a party to the contractual provisions of the
instrument.
Financial assets and financial
liabilities are initially measured at fair value. Transaction
costs that are directly attributable to the acquisition or issue of
the financial assets and financial liabilities (other than
financial assets and financial liabilities at FVTPL) are
respectively added to or deducted from the fair value of the
financial assets or financial liabilities, as appropriate, on
initial recognition. Transaction costs that are not directly
attributable to the acquisition of financial assets and financial
liabilities at FVTPL are recognised immediately in the consolidated
income statement.
Classification
The Group classifies financial
instruments based on the business model and the contractual cash
flow characteristics of the financial instruments. Under IFRS 9,
the Group classifies financial assets into one of three measurement
categories:
§ Amortised cost
- assets in a business model whose objective is
to hold financial assets to collect contractual cash flows, where
the contractual terms of the financial asset give rise on specified
dates to cash flows that are solely payments of principal and
interest (SPPI) on the principal amount outstanding. The Group
classifies non-derivative financial liabilities as measured at
amortised cost.
§ Fair value through other
comprehensive income (FVOCI) -
assets held in a business model whose objective is to collect
contractual cash flows and sell financial assets where the
contractual terms of the financial assets give rise on specified
dates to cash flows that are SPPI on the principal amount
outstanding. The Group measures debt securities under this
category.
§ Fair value through profit or
loss (FVTPL) - assets not measured
at amortised cost or FVOCI. The Group measures derivatives under
this category.
The Group has no non-derivative
financial assets or liabilities classified as held for
trading.
The Group reassesses its business
models each reporting period.
The Group classifies certain
financial instruments as equity where they meet the following
conditions:
§ the
financial instrument includes no contractual obligation to deliver
cash or another financial asset on potentially unfavourable
conditions;
§ the
financial instrument is a non-derivative that includes no
contractual obligation for the issuer to deliver a variable number
of its own equity instruments; or
§ the
financial instrument is a derivative that will be settled only by
the issuer exchanging a fixed amount of cash or another financial
asset for a fixed number of its own equity instruments.
Financial assets - measurement
I.
Financial assets measured at amortised cost
These are initially measured at fair
value plus transaction costs that are directly attributable to the
financial asset. Subsequently, these are measured at amortised cost
using the EIR method. The amortised cost is the amount advanced
less principal repayments, plus or minus the cumulative
amortisation using the EIR method of any difference between the
amount advanced and the maturity amount, less impairment provisions
for expected losses. The losses arising from impairment are
recognised in the income statement
and disclosed with any other similar losses
within the line item "Net impairment loss on financial
assets".
Financial assets measured at
amortised cost mainly comprise loans and advances to customers,
loans and advances to banks, and other receivables.
II.
Fair
value through other comprehensive income (FVTOCI)
These are initially measured at fair
value plus transaction costs that are directly attributable to the
financial asset.
Subsequently, they are measured at
fair value based on current, quoted bid prices in active markets
for identical assets that the Group can access at the reporting
date. Where there is no active market, or the debt securities are
unlisted, the fair values are based on valuation techniques
including discounted cash flow analysis, with reference to relevant
market rates and other commonly used valuation techniques. Interest
income is recognised in the income statement using the EIR method.
Impairment provisions for expected losses are recognised in the
income statement which does not reduce the carrying amount of the
investment security but is transferred from the FVOCI reserve in
equity. Other fair value movements are recognised in other
comprehensive income and presented in the FVOCI reserve in equity.
On disposal, the gain or loss accumulated in equity is reclassified
to the income statement.
FVTOCI financial assets includes
debt securities in the form of UK Treasury Bills and UK Gilts.
These assets are not classified as: loans and receivables;
held-to-maturity investments; or financial assets at fair value
through profit or loss.
Regular purchases and sales of debt
securities are recognised on the trade date at which the Group
commits to purchase or sell the asset.
III.
Financial assets at fair value through profit or loss
(FVTPL)
These are measured both initially
and subsequently at fair value with movements in fair value
recorded in the income statement. Any costs that are directly
attributable to their acquisition are recognised in profit or loss
when incurred. The Group only measures derivative financial assets
under this classification.
Financial assets - impairment
The Group recognises loss allowances
for expected credit losses ("ECLs") on the following financial
instruments that are not measured at FVTPL:
· Financial assets measured at amortised cost;
· Debt
securities measured at fair value through other comprehensive
income; and
· Loan
commitments
IFRS 9 permits entities to apply a
'simplified approach' for trade receivables, contract assets and
lease receivables. The simplified approach permits entities to
recognise lifetime expected losses on all these assets without the
need to identify significant increases in credit risk. The Group
has adopted this simplified approach for assessing trade and other
receivables balances. The Group confirms these trade and other
receivable balances do not contain a significant financing
component.
With the exception of purchased or
originated credit impaired ("POCI") financial assets (which are
considered separately below), ECLs are measured through loss
allowances calculated on the following bases.
ECLs are a probability-weighted
estimate of the present value of credit losses. The Group measures
ECL on an individual basis, or on a collective basis for portfolios
of loans that share similar economic risk characteristics. The loss
allowance is measured as the difference between the contractual
cash flows and the present value of the asset's expected cash flows
using the asset's original EIR, regardless of whether it is
measured on an individual basis or a collective basis.
A financial asset that gives rise to
credit risk, is referred to (and analysed in the notes to this
financial information) as being in "Stage 1" provided that since
initial recognition (or since the previous reporting date) there
has not been a significant increase in credit risk, nor has it has
become credit impaired.
For a Stage 1 asset, the loss
allowance is the "12-month ECL", that is, the ECL that results from
those default events on the financial instrument that are possible
within 12 months from the reporting date.
A financial asset that gives rise to
credit risk is referred to (and analysed in the notes to this
financial information) as being in "Stage 2" if since initial
recognition there has been a significant increase in credit risk
(SICR) but it is not credit impaired.
For a Stage 2 asset, the loss
allowance is the "lifetime ECL", that is, the ECL that results from
all possible default events over the life of the financial
instrument.
A financial asset that gives rise to
credit risk is referred to (and analysed in the notes to this
financial information) as being in "Stage 3" if since initial
recognition it has become credit impaired.
For a Stage 3 asset, the loss
allowance is the difference between the
asset's projected exposure at default (EAD) and the present value
of estimated future cash flows discounted at an applicable
EIR. Further, the recognition of interest
income is constrained relative to the amounts that are recognised
on Stage 1 and Stage 2 assets, as described in the revenue
recognition policy set out above.
If circumstances change
sufficiently at subsequent reporting
dates, an asset is referred to by its newly appropriate Stage and
is re-analysed in the notes to the financial
information.
Where an asset is expected to mature
in 12 months or less, the "12-month ECL" and the "lifetime ECL"
have the same effective meaning and accordingly for such assets the
calculated loss allowance will be the same whether such an asset is
at Stage 1 or Stage 2. In order to determine the loss allowance for
assets with a maturity of 12 months or more, and disclose
significant increases in credit risk, the Group nonetheless
determines which of its financial assets are in Stages 1 and 2 at
each reporting date.
Significant increase in credit risk - policies and procedures
for identifying Stage 2 assets
Whenever any contractual payment is
past due, the Group compares the risk of a default occurring on the
financial instrument as at the reporting date with the risk of a
default occurring on the financial instrument as at the date of
initial recognition in order to determine whether credit risk has
increased significantly.
See note 39 for further details
about how the Group assesses increases in significant credit
risk.
Definition of a default
Critical to the determination of
significant increases in credit risk (and to the determination of
ECLs) is the definition of default. Default is a component of the
probability of default (PD), changes in which lead to the
identification of a significant increase in credit risk, and PD is
then a factor in the measurement of ECLs.
The Group's definition of default
for this purpose is:
· A
counterparty defaults on a payment due under a loan agreement and
that payment is more than 90 days overdue;
· The
collateral that secures, all or in part, the loan agreement has
been sold or is otherwise not available for sale and the proceeds
have not been paid to the Group; or
· A
counterparty commits an event of default under the terms and
conditions of the loan agreement which leads the lending company to
believe that the borrower's ability to meet its credit obligations
to the Group is in doubt.
The definition of default is
similarly critical in the determination of whether an asset is
credit-impaired (as explained below).
Credit-impaired financial assets - policies and procedures
for identifying Stage 3 assets
A financial asset is credit-impaired
when one or more events that have a detrimental impact on the
estimated future cash flows of the financial asset have occurred.
IFRS 9 states that evidence of credit-impairment includes
observable data about the following events:
· A
counterparty is 90 days past due for one or more of its loan
receivables;
· Significant financial difficulty of the borrower or
issuer;
· A
breach of contract such as a default (as defined above) or past due
event, or
· The
Group, for economic or contractual reasons relating to the
borrower's financial difficulty, having granted to the borrower a
concession that the Group would not otherwise consider.
The Group assesses whether debt
instruments that are financial assets measured at amortised cost or
at FVTOCI are credit-impaired at each reporting date. When
assessing whether there is evidence of credit-impairment, the Group
takes into account both qualitative and quantitative indicators
relating to both the borrower and to the asset. The information
assessed depends on the borrower and the type of the asset.
It may not be possible to identify a single discrete event -
instead, the combined effect of several events may have caused
financial assets to become credit-impaired.
See note 39 for further details
about how the Group identifies credit impaired assets.
Purchased or originated credit-impaired ("POCI") financial
assets
POCI financial assets are treated
differently because they are in Stage 3 from the point of original
recognition. It is not in the nature of the Group's business
to purchase financial assets originated by other lenders, nor has
the Group to date originated any loans or advances to borrowers
that it would define as credit impaired.
Movements back to stages 1 and 2
Exposures will move out of stage 3
to stage 2 when they no longer meet the criteria for inclusion and
have completed a minimum 3-month probation period as set according
to the type of lending and default event circumstances. Movement
into stage 1 will only occur when the SICR criteria are no longer
met.
Presentation of allowance for ECL in the statement of
financial position
Loss allowances for ECL are
presented in the statement of financial position as
follows:
· For
financial assets measured at amortised cost: as a deduction from
the gross carrying amount of the assets; and
· For
loan commitments: as a provision.
Revisions to estimated cash flows
Where cash flows are significantly
different from the original expectations used to determine EIR, but
where this difference does not arise from a modification of the
terms of the financial instrument, the Group revises its estimates
of receipts and adjusts the gross carrying amount of the financial
asset to reflect actual and revised estimated contractual cash
flows. The Group recalculates the gross carrying amount of the
financial asset as the present value of the estimated future
contractual cash flows discounted at the financial instrument's
original EIR.
The adjustment is recognised in
the consolidated income statement as income or expense.
Modification of financial assets
A modification of a financial asset
occurs when the contractual terms governing a financial asset are
renegotiated without the original contract being replaced and
derecognised. A modification is accounted for in the same way
as a revision to estimated cash flows, and in addition;
· Any
fees charged are added to the asset and amortised over the new
expected life of the asset, and
· The
asset is individually assessed to determine whether there has been
a significant increase in credit risk.
Derecognition of financial assets
The Group derecognises a financial
asset only when the contractual rights to the cash flows from the
asset expire, or when it transfers the financial asset and
substantially all the risks and rewards of ownership of the asset
to another entity. If the Group neither transfers nor retains
substantially all the risks and rewards of ownership and continues
to control the transferred asset, the Group recognises its retained
interest in the asset and an associated liability for amounts it
may have to pay. If the Group retains substantially all the risks
and rewards of ownership of a transferred financial asset, the
Group continues to recognise the financial asset and also
recognises a collateralised borrowing for the proceeds
received.
On derecognition of a financial
asset in its entirety, the difference between the asset's carrying
amount and the sum of the consideration received and receivable and
the cumulative gain or loss that had been recognised in other
comprehensive income and accumulated in equity is recognised in the
income statement.
On derecognition of a financial
asset other than in its entirety (e.g. when the Group retains an
option to repurchase part of a transferred asset), the Group
allocates the previous carrying amount of the financial asset
between the part it continues to recognise under continuing
involvement, and the part it no longer recognises on the basis of
the relative fair values of those parts on the date of the
transfer. The difference between the carrying amount allocated to
the part that is no longer recognised and the sum of the
consideration received for the part no longer recognised and any
cumulative gain or loss allocated to it that had been recognised in
other comprehensive income is recognised in the consolidated
statement of comprehensive income. A cumulative gain or loss that
had been recognised in other comprehensive income is allocated
between the part that continues to be recognised and the part that
is no longer recognised on the basis of the relative fair values of
those parts.
Write-offs
Loans and advances are written off
when the Group has no reasonable expectation of recovering the
financial asset; either in its entirety or a portion of it. This is
the case when the Group determines that the borrower does not have
assets or sources of income that could generate sufficient cash
flows to repay the amounts subject to the write-off. A write-off
constitutes a derecognition event. The Group may apply enforcement
activities to financial assets written off. Recoveries resulting
from enforcement activities will result in impairment
gains.
Financial guarantees, letters of credit and undrawn loan
commitments
Undrawn loan commitments and letters
of credit are commitments under which, over the duration of the
commitment, the Bank is required to provide a loan with
pre-specified terms to the customer. These contracts are in the
scope of the ECL requirements. The nominal contractual value of
financial guarantees, letters of credit and undrawn loan
commitments, where the loan agreed to be provided is on market
terms, are not recorded in the statement of financial position. The
nominal values of these instruments together with the corresponding
ECLs are disclosed in note 39.
Forward-looking macroeconomic scenarios
ECLs and SICR take into account
forecasts of future economic conditions in addition to current
conditions. The Group has developed a macroeconomic model which
adjusts the ECLs calculated by the credit models to provide
probability weighted numbers based on a number of forward-looking
macroeconomic scenarios.
Due to the assumptions and estimates
within these forward-looking macroeconomic scenarios, refer to note
3 for further details of the Group's approach.
Financial liabilities
A financial liability is a
contractual obligation to deliver cash or another financial asset
or to exchange financial assets or financial liabilities with
another entity under conditions that are potentially unfavourable
to the Group or a contract that will or may be settled in the
Group's own equity instruments, or a derivative contract over own
equity that will or may be settled other than by the exchange of a
fixed amount of cash (or another financial asset) for a fixed
number of the Group's own equity instruments. Gains or losses on
financial liabilities are recognised in the consolidated statement
of comprehensive income.
Subordinated liabilities
Subordinated notes issued by the
Group are assessed as to whether they should be treated as equity
or financial liabilities. Where there is a contractual obligation
to deliver cash or other financial assets, they are treated as a
financial liability and measured at amortised cost using the EIR
method after taking account of any discount or premium on the issue
and directly attributable costs that are an integral part of the
EIR. The amount of any discount or premium is amortised over the
period to the expected call date of the instrument.
All subordinated notes issued by the
Group are classified as financial liabilities.
Financial liabilities and equity
Debt and equity instruments that are
issued are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangement.
Equity instruments
The Group classifies capital
instruments as financial liabilities or equity instruments in
accordance with the substance of the contractual terms of the
instruments. Where an instrument contains no obligation on the
Group to deliver cash or other financial assets, or to exchange
financial assets or financial liabilities with another party under
conditions that are potentially unfavourable to the Group, or where
the instrument will or may be settled in the Group's own equity
instruments but includes no obligation to deliver a variable number
of the Group's own equity instruments, then it is treated as an
equity instrument. Accordingly, the Group's share capital are
presented as components of equity and any dividends, interest or
other distributions on capital instruments are also recognised in
equity. Any related tax is accounted for in accordance with IAS
12.
Financial liabilities - measurement
Financial liabilities are classified
as either financial liabilities measured at amortised cost or
financial liabilities at FVTPL.
I.
Financial liabilities measured at amortised cost
Financial liabilities at amortised
cost are recognised initially at fair value net of transaction
costs incurred. They are subsequently measured at amortised cost.
Any difference between the fair value and the redemption value is
recognised in the income statement over the period of the
borrowings using the EIR method.
Interest bearing loans and
borrowings are measured at amortised cost using the effective
interest rate method. Gains and losses are recognised in the income
statement when the liabilities are derecognised as well as through
the effective interest rate method (EIR) amortisation process.
Amortised cost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included in "Interest and
similar expenses" in the Income Statement.
II.
Financial liabilities at fair value through profit or
loss
Financial liabilities at fair value
through profit or loss may include financial liabilities held for
trading. Financial liabilities are classified as held for trading
if they are acquired for the purpose of selling in the near
term.
During the periods presented
the Group has held no financial liabilities for
trading, nor designated any financial liabilities upon initial
recognition as at fair value through
profit or loss.
Derecognition of financial liabilities
The Group derecognises financial
liabilities when, and only when, the Group's obligations are
discharged, cancelled or they expire.
Impairment of non-financial assets
The carrying amounts of the Group's
non-financial assets, other than deferred tax assets, are reviewed
at each reporting date to determine whether there is any indication
of impairment. If any such indication exists, then the asset's
recoverable amount is estimated. The recoverable amount of an asset
or cash-generating unit is the greater of its value in use and its
fair value less costs to sell. In assessing value in use, the
estimated future cash flows are discounted to their present value
using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to
the asset. For the purposes of impairment testing, assets that
cannot be tested individually are grouped together into the
smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of
other assets or groups of assets ('the cash-generating
unit').
An impairment loss is recognised if
the carrying amount of an asset or its cash-generating unit ("CGU")
exceeds its estimated recoverable amount. Impairment losses are
recognised in the income statement. Impairment losses recognised in
respect of CGUs are allocated to reduce the carrying amounts of
assets in the unit (or group of units) on a pro rata
basis.
An impairment loss is reversed if
and only if the reasons for the impairment have ceased to
apply.
Impairment losses recognised in
prior periods are assessed at each reporting date for any
indication that the loss has decreased or no longer exists. An
impairment loss is reversed only to the extent that the asset's
carrying amount does not exceed the carrying amount that would have
been determined, net of depreciation or amortisation, if no
impairment loss had been recognised.
2.5 Derivative financial
instruments
The Group uses derivative financial
instruments (interest rate swaps) to manage its exposure to
interest rate risk. In accordance with the Group Treasury Policy,
the Group does not hold or issue derivative financial instruments
for proprietary trading.
Derivative financial instruments are
recognised at their fair value with changes in their fair value
taken to profit or loss. Fair values are calculated by discounting
cash flows at the prevailing interest rates. All derivatives are
classified as assets when their fair value is positive and as
liabilities when their fair value is negative. If a derivative is
cancelled, it is derecognised from the Consolidated Statement of
Financial Position. A derivative is presented as a non-current
asset or a non-current liability if the remaining maturity of the
instrument is more than 12 months and it is not due to be realised
or settled within 12 months. Other derivatives are presented as
current assets or current liabilities.
2.6
Hedge accounting
Due to the simplistic nature of the
Group's hedging activities, the Group has adopted to apply IFRS 9
for portfolio assets and liabilities being hedged by applying fair
value hedge accounting.
The Group designates certain
derivatives held for risk management as hedging instruments in
qualifying hedging relationships. On initial designation of the
hedge, the Group formally documents the relationship between the
hedging instruments and hedged items, including the risk management
objective, the strategy in undertaking the hedge and the method
that will be used to assess the effectiveness of the hedging
relationship.
The Group makes an assessment, both
at the inception of the hedge relationship, as well as on an
ongoing basis, as to whether the hedging instruments are expected
to be highly effective in offsetting the movements in the fair
value of the respective hedged items during the period for which
the hedge is designated.
The Group considers the following as
key sources of hedge ineffectiveness:
· the
mismatch in maturity date of the swap and hedged item, as swaps
with a given maturity date cover a portfolio of hedged items which
may mature throughout the month;
· the
actual behaviour of the hedged item differing from expectations,
such as early repayments or withdrawals and arrears; and
· minimal movements in the yield curve leading to
ineffectiveness where hedge relationships are sensitive to small
value changes.
Where there is an effective hedge
relationship for fair value hedges, the Group recognises the change
in fair value of each hedged item in profit or loss with the
cumulative movement in their value being shown separately in the
Consolidated Statement of Financial Position as fair value
adjustments on hedged assets and liabilities. The fair value
changes of both the derivative and the hedge substantially offset
each other to reduce profit volatility.
The Group discontinues hedge
accounting when the derivative ceases through expiry, when the
derivative is cancelled or the underlying hedged item matures, is
sold or is repaid.
If a derivative no longer meets the
criteria for hedge accounting or is cancelled whilst still
effective, the fair value adjustment relating to the hedged assets
or liabilities within the hedge relationship prior to the
derivative becoming ineffective or being cancelled remains on the
Consolidated Statement of Financial Position and is amortised over
the remaining life of the hedged assets or liabilities. The rate of
amortisation over the remaining life is in line with expected
income or cost generated from the hedged assets or liabilities.
Each reporting period, the expectation is compared to actual with
an accelerated run-off applied where the two diverge by more than
set parameters.
Fair value hedge accounting for portfolio hedges of interest
rate risk
The Group applies fair value hedge
accounting for portfolio hedges of interest rate risk. As part of
its risk management process, the Group identifies portfolios whose
interest rate risk it wishes to hedge. The portfolios comprise of
only liabilities. The Group analyses each portfolio into repricing
time periods based on expected repricing dates, by scheduling cash
flows into the periods in which they are expected to occur. Using
this analysis, the Group designates as the hedged item an amount of
the liabilities from each portfolio that it wishes to
hedge.
The amount to hedge is determined
based on a movement in the present value of the Group's balance
sheet under a 200-basis point shift in the yield curve being used
to value the instruments to ensure the mismatches in expected
repricing buckets are within the limits set by the Board on the
sensitivity analysis approach using a hypothetical shift in
interest rates.
The Group measures monthly the
movements in fair value of the portfolio relating to the interest
rate risk that is being hedged. Provided that the hedge has been
highly effective, the Group recognises the change in fair value of
each hedged item in the income statement with the cumulative
movement in their value being shown on the statement of financial
position as a separate item, 'Fair value adjustment for portfolio
hedged risk', either within assets or liabilities as
appropriate.
The Group measures the fair value of
each hedging instrument monthly. The value is included in
derivatives held for risk management in either assets or
liabilities as appropriate, with the change in value recorded in
net gains from derivatives and other financial instruments at fair
value through profit or loss in the income statement. Any hedge
ineffectiveness is recognised in net gains/(losses) from
derivatives and other financial instruments at fair value through
profit or loss in the income statement as the difference between
the change in fair value of the hedged item and the change in fair
value of the hedging instrument.
2.7 Current and deferred income
tax
Income tax on the result for the
period comprises current and deferred income tax. Income tax is
recognised in the statement of comprehensive income except to the
extent that it relates to items recognised directly in equity, in
which case it is recognised in equity.
Current tax is the expected tax
payable or receivable on the taxable income for the period, using
tax rates enacted or substantively enacted at the reporting date,
and any adjustment to tax payable in respect of previous
periods.
Deferred tax is provided using the
balance sheet liability method, providing for temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. The amount of deferred tax provided is based on the
expected manner of realisation or settlement of the carrying amount
of assets and liabilities, using tax rates enacted or substantively
enacted at the reporting date. Deferred tax assets are recognised
to the extent it is probable that taxable profits will be available
against which the deductible temporary differences can be
utilised.
The carrying amount of deferred tax
assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable profits will
be available to allow all or part of the asset to be recovered.
Deferred tax assets and liabilities are offset when there is a
legally enforceable right to set off current tax assets
against current tax liabilities and when they
relate to income taxes levied by the same taxation authority and
the Group intends to settle its current
tax assets and liabilities on a net basis.
Deferred tax liabilities are
recognised for all taxable temporary differences.
The Company and its UK subsidiaries
are in the same VAT group.
2.8
Cash and cash equivalents
For the purposes of the cash flow
statement, cash and cash equivalents comprise cash and
non-mandatory deposits held with central banks, mandatory deposits
held with central banks in demand accounts and amounts due from
banks with an original maturity of less than three months that are
available to finance the Group's day-to-day operations.
2.9 Employee benefits - pension
costs
A defined contribution plan is a
post-employment benefit plan under which the Group pays fixed
contributions into a separate entity and will have a legal or
constructive obligation to pay further amounts. Contributions to
defined contribution schemes are charged to the statement of
comprehensive income as they become payable in accordance with the
rules of the scheme. Differences between contributions payable in
the year and contributions actually paid are shown as either
accruals or prepayments in the statement of financial
position.
2.10 Share-based payments
The Group has a number of long-term
incentive share schemes for all employees, including some
Directors, whereby they have been granted equity-settled
share-based payments in the Group. The share schemes all have
vesting conditions with some schemes for senior management being
subject to specific performance conditions. All share schemes are
equity settled share-based payments.
The fair value of equity settled
share-based payment awards are calculated at grant date and
recognised over the period in which the employees become
unconditionally entitled to the awards (the vesting period).
Fair value is measured by use of the
Black-Scholes option pricing model. The variables used in the model
are adjusted, based on management's best estimate, for the effects
of non-transferability, exercise restrictions and behavioural
considerations.
The share-based payments are
recognised as staff costs in the income statement and expensed on a
straight-line basis over the vesting period, based on estimates of
the number of shares which may eventually vest. The amount
recognised as an expense is adjusted to reflect differences between
expected and actual outcomes, such that the amount ultimately
recognised as an expense is based on the number of awards that meet
the related service and specific performance conditions at the
vesting date. The change in estimations, if any, is recognised in
the income statement at the time of the change with a corresponding
adjustment in equity through the retained earnings
account.
It is assumed where the Company
grants awards to employees of the Company and its subsidiaries, the
employee offers services to the respective employing entity only.
Where the Company satisfies awards granted to an employee of its
subsidiary, there is no obligation for the subsidiary to reimburse
the Company. Consequently, all share-based payments are considered
equity-settled with any awards to an employee of its subsidiary
being deemed a capital contribution with a corresponding debit to
investment in subsidiaries. As the Company is settling these awards
through its own equity instruments, there is a corresponding credit
to the retained earnings account. The Company recognises the
expense of share-based payments in the respective entity of the
employee.
See note 10 for further details on
the share schemes.
2.11 Leasing
The Group presently is only a lessee
with lease agreements with third-party suppliers. It does not hold
any lessor contracts with customers.
IFRS 16 distinguishes leases and
service contracts on the basis of whether an identified asset is
controlled by a customer for which these are deemed as right-of-use
assets. The lessee is required to recognise a right-of-use asset
representing the Group right of use and control over the leased
asset. Furthermore, the Group is required to recognise a lease
liability representing its obligation to make lease payments over
the relevant term of the lease. The Group will recognise both
interest expense and depreciation charges, which equate to the
finance costs of the leases.
Furthermore, the classification of
cash flows will also be affected because operating lease payments
under IAS 17 are presented as operating cash flows; whereas under
the IFRS 16 model, the lease payments will be split into a
principal and an interest portion which will be presented as
financing and operating cash flows respectively.
Lease liability
The lease liability is initially
measured at the present value of the lease payments that are not
paid at that date. The Group assesses on a
lease-by-lease payments the contractual terms of the lease and
likelihood of the Group enacting on available extension and break
clauses within the lease in order to determine the expected
applicable term of the lease. Once determined, the Group analyses
the expected future payments of the lease over this applicable
term, which are discounted. The interest rate used to discount the
cashflows is the interest rate implicit to the lease agreement.
Where this is not available, the Group has applied their
incremental borrowing rate. The incremental borrowing rate is the
rate of interest that the Group would have to pay to borrow, over a
similar term and with a similar security, the funds necessary to
obtain an asset of a similar value to the right-of-use asset in a
similar economic environment.
Subsequently, the lease liability is
adjusted for interest and lease payments, as well as the impact of
lease modifications, amongst other variables. The interest expense of the lease liability is calculated
under the effective interest rate where the interest expense
equates to the lease payments over the remaining term.
Right-of-use asset
The right-of-use asset is initially
measured at cost and subsequently measured at cost (subject to
certain exceptions) less accumulated depreciation and impairment
losses, adjusted for any remeasurement of the lease
liability.
The cost at initial recognition is
calculated as the initial lease liability plus initial direct
costs, expected restoration costs and remaining prepayment balances
at the commencement date.
The right-of-use asset is
subsequently measured at cost, less accumulated depreciation, and
any accumulated impairment losses. Any remeasurement of the lease
liability results in a corresponding adjustment to the right-of-use
asset.
The Company calculates depreciation
of the right-of-use asset in accordance with IAS 16 'Property,
Plant and Equipment' and is consistent with the depreciation
methodology applied to other similar assets. All leases are
depreciated on a straight-line basis over the shorter of the lease
term and the useful life of the right-of-use asset.
Restoration costs will be estimated
at initial application and added to the right-of-use asset and a
corresponding provision raised in accordance with IAS 37
'Provisions, contingent liabilities, and contingent assets. Any
subsequent change in the measurement of the restoration provision,
due to a revised estimation of expected restoration costs, is
accounted for as an adjustment of the right-of-use
asset.
Short-term leases and leases of low value
assets
The Group leases some smaller asset
classes, such as computer hardware, which either has a value under
£5,000 per annum or has a lease period of 12 months or shorter. For
such leases, the Group has elected under IFRS 16 rules to treat
these as operating leases and hold off-balance sheet. These leases
are charged to the income statement on a straight-line basis over
the lease term.
2.12 Provisions for commitments and other
liabilities
Provisions are recognised when the
Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that the Group will be required to
settle that obligation and a reliable estimate can be made of the
amount of the obligation.
The amount recognised as a
provision is the best estimate of the consideration required to
settle the present obligation at the reporting date, taking into
account the risks and uncertainties surrounding the obligation.
Where a provision is measured using the cash flows estimated to
settle the present obligation, its carrying amount is the present
value of those cash flows (discounted at the Company's weighted
average cost of capital when the effect of the time value of money
is material).
When some or all of the economic
benefits required to settle a provision are expected to be
recovered from a third party, a receivable is recognised as an
asset only if it is virtually certain that reimbursement will be
received, and the amount of the receivable can be measured
reliably.
2.13 Operating segments
IFRS 8 Operating segments requires
particular classes of entities (essentially those with publicly
traded securities) to disclose information about their operating
segments, products and services, the geographical areas in which
they operate, and their major customers. Information is based on
the Group's internal management reports, both in the identification
of operating segments and measurement of disclosed segment
information.
The Group's products and the markets
to which they are offered are so similar in nature that they are
reported as one class of business. As a result, the chief operating
decision maker uses only one segment to control resources and
assess the performance of the entity, while deciding the strategic
direction of the Group.
2.14 Earnings per share
In accordance with IAS 33, the Group
will present on the face of the statement of comprehensive income
basic and diluted EPS for:
- Profit or loss
from continuing operations attributable to the ordinary equity
holders of the Company; and
- Profit or loss
attributable to the ordinary equity holders of the Company for the
period for each class of ordinary shares that has a different right
to share in profit for the period.
Basic EPS is calculated by dividing
profit or loss attributable to ordinary equity holders of the
Company by the weighted average number of ordinary shares
outstanding during the period.
Diluted EPS is calculated by
adjusting the earnings and number of shares for the effects of
dilutive options and other dilutive potential ordinary
shares.
2.15 Merger relief
Merger relief is relief granted
under the Companies Act 2006 section 612 which removes the
requirement for the Company to recognise the premium on issued
shares to acquire another company within the share premium account.
Merger relief is recognised where all the following criteria are
satisfied:
§ The
Company secures at least a 90% equity holding of all share classes
in another company as part of the arrangement; and
§ The
Company provides either of the following as consideration for the
allotment of shares in the acquired company:
o Issue or transfer of equity shares in the Company in exchange
for equity shares in the acquired company; or
o The cancellation of any such shares in the acquired company
that the Company does not already hold.
2.16 Merger accounting
Business combination and merger accounting
IFRS 3 Business Combinations
prescribes the accounting treatment for business combinations,
however, the change in control and ownership of a company under
common control is outside the scope of IFRS 3 Business
Combinations. In the absence of appropriate IFRS, the Directors
sought other applicable accounting standards, and elected to apply
FRS 102 in the form of Merger Accounting which provides accounting
guidance for transactions of this nature.
The principles of merger accounting
are as follows:
§ Assets
and liabilities of the acquired entity are stated at predecessor
carrying values. Fair value measurement is not required;
§ No new
goodwill arises in merger accounting; and
§ Any
difference between the consideration given and the aggregate book
value of the assets and liabilities of the acquired entity at the
date of transaction is included in equity in retained earnings or
in a separate "Merger Reserve" account.
By way of using the merger
accounting methodology for preparing these consolidated financial
statements, comparative information will be prepared as if the
Group had existed and been formed in prior periods. The Directors
agree this will enable informative comparatives to users given the
underlying activities and management structure of the Group remain
largely unchanged following the formation of the Group.
Merger reserve
Where merger accounting has been
applied this prescribes that any difference between the
consideration given and the aggregate book value of the assets and
liabilities of the acquired entity at the date of transaction is
included in equity in retained earnings or in a separate reserve
account. Therefore, on consolidation of the Group financial
statements, the difference between the consideration paid and the
book value of the acquired entity is recognised as a Merger
Reserve, in accordance with relevant accounting standards relating
to businesses under common control.
2.17 Own Shares
Own equity instruments of the Group
which are acquired by it or by any of its subsidiaries (treasury
shares) are deducted from equity. Consideration paid or received on
the purchase, sale, issue, or cancellation of the Group's own
equity instruments is recognised directly in equity. No gain or
loss is recognised in profit or loss on the purchase, sale, issue,
or cancellation of own equity instruments.
Own shares represents shares of the
Company that are held by the Employee Benefit Trust.
3. Critical accounting
judgements and key sources of estimation
uncertainty
The preparation of financial
information in accordance with IFRS requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
reported amounts of assets and liabilities, income and
expenses.
The estimates and associated
assumptions are based on historical experience and various other
factors that are believed to be reasonable under the circumstances,
the results of which form the basis of making the judgements about
carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these
estimates.
Judgements
The Group has made the following key
judgements in applying the accounting policies:
3.1. Expected credit losses loan impairment
Significant increase in credit risk
for classification in stage 2
Counterparties are classified into
stage 2 where the risk profile of the borrower profile has
significantly increased from inception of the exposure. This
increase in credit risk is signified by either increases in
internal or external credit ratings, the counterparty becoming over
30 days past due, or forbearance measures being applied.
The Group has aligned its assessment
of significant increases in credit risk to its internal threshold
criteria for prompting customer pricing reviews for
consistency.
Due to the short-term behavioural
term of the current lending portfolio, the Group has not applied a
probationary ("cooling off") period to exposures which are no
longer triggering the stage 2 threshold criteria so these will move
back to stage 1 once the classification criteria is no longer
met.
Definition of default
The Group aligns its definition of
default to the regulatory definition for default in all periods
presented. The Group applies the regulatory guideline of 90+ days
in arrears and also uses internal and external information, along
with financial and non-financial information, available to the
Group to determine whether a default event has either occurred or
is perceived to have occurred.
Should a default event occur the
Group applies a probationary ("cooling off") period to Stage 3
counterparties before being transferred back to either stage 1 or
2. The probationary period is typically 3 months but is extended up
to 12 months for more severe scenarios. During the probationary
period the counterparty must no longer meet the criteria for Stage
3 inclusion for the entire applicable period.
Estimates
The Group has made the following
estimates in the application of the accounting policies that have a
significant risk of material adjustment to the carrying amount of
assets and liabilities within the next financial year:
3.2. Expected credit losses loan impairment
Probability of default
("PD")
In the absence of sufficient
internal historical default data, the Group uses an external credit
rating agency to provide credit ratings and corresponding
probability of defaults ("PDs") for the vast majority of the
Group's counterparties. These are "Through-the-Cycle" PDs which
represents a long-run average probability of default, opposed to
Point-in-Time PDs which are shorter term and partially reflect the
current economic outlook. Further, the primary data points which
impact credit ratings and PDs are derived from past events,
therefore, PDs are inherently a lagging indicator of expected
default activity over the following 12 month period and
longer.
Consequently, the Group utilises
external macro-economic forecast data sourced from an external
economics research company to adjust PDs from Through-the-Cycle to
Point-in-Time, and further consider how default activity may evolve
in the future. Following this exercise, as at 31 December 2023 the
Group has applied a c.34% scalar increase to its PDs as opposed to
a c.40% scalar increase as at 31 December 2022.
A 100% deterioration in PDs
(excluding stage 3 exposures, which are already in default) would
result in an additional impairment charge of £1,901,000 at 31
December 2023 (31 December 2022: £1,130,000).
Loss given default
("LGD")
The Group reviewed its LGD
modelling assumptions as at 31 December 2023 by comparing observed
loss given default rates against modelled LGD. The Group analyses
historical default events by different sectors, products, and
counterparty activity to validate whether its current LGD
methodology is reasonable. The Group may apply managerial overlays
to its LGD assumptions to accommodate for deviations in expected
LGD rates over the following 12 month period and longer from
historical observed LGD rates.
Although the Group has observed
strong performance in default recoveries within the year ended 31
December 2023, the Group has elected to review its LGD modelling
assumptions to reflect an uncertain economic outlook, specifically
within industries identified as having higher potential loss rates.
Collateral haircuts have been reviewed at industry-level, along
with an adjustment of "sold-out-trust" (SOTs) probabilities, which
weaken the Group's recovery position due to becoming
uncollateralised.
A 10% reduction in the expected
discounted cashflows from the collateral held by the Group would
result in an additional impairment charge of £967,000 at 31
December 2023 (31 December 2022: £2,389,000).
The
Group's arrears balance includes c£10m in respect of
RoyaleLife. As set out in the Chief Executive Officer's
Report, given the unique circumstances associated with this arrears
case, including the challenges involved in repayment
recoveries across the entire cohort of lenders, and
significant parts of RoyaleLife entering into administration, it
was determined prudent to materially provide against the
outstanding balance after consideration of cash
collateral.
Forward looking macroeconomic
scenarios
The Group considers four economic
stress scenarios within its impairment modelling whereby the Group
stresses PD and LGD inputs in accordance with expected
macro-economic outlooks. This provides an ECL impairment allowance
for each scenario which is multiplied by the likelihood of
occurrence over the next 12-month period from the balance sheet
date to give a probability weighted ECL.
The following forward-looking
macroeconomic scenarios, together with their probability weighting
and key economic variables, were used in calculating the ECLs used
for determining impairment provisions:
Scenario
|
Probability Weighting
(%)
|
ECL Impairment
(£'000)
|
ECL Coverage1
(%)
|
|
|
|
|
31 December
2023
|
|
|
|
Upside
|
20%
|
13,181
|
2.22%
|
Base
|
50%
|
13,816
|
2.33%
|
Downside
|
20%
|
15,243
|
2.57%
|
Severe
downside
|
10%
|
20,037
|
3.38%
|
Weighted
Total
|
100%
|
14,596
|
2.46%
|
|
|
|
|
31 December
2022
|
|
|
|
Upside
|
15%
|
2,427
|
0.55%
|
Base
|
55%
|
2,823
|
0.64%
|
Downside
|
25%
|
5,343
|
1.20%
|
Severe
downside
|
5%
|
9,362
|
2.11%
|
Weighted
Total
|
100%
|
3,720
|
0.84%
|
1 ECL Coverage is calculated by dividing the ECL impairment by
the Exposure at Default (EAD). EAD is typically higher than the
gross loan receivable balance.
The following table details the
additional impairment allowance charge/(credit) should one of the
macroeconomic scenarios be assigned a 100% probability
weighting:
|
2023
|
2022
|
Scenario
|
£'000
|
£'000
|
|
|
|
Upside
|
(1,415)
|
(1,293)
|
Base
|
(780)
|
(897)
|
Downside
|
647
|
1,623
|
Severe
downside
|
5,441
|
5,642
|
3.3. Deferred taxation asset
In the year ended 31 December 2022,
the Group recognised a deferred taxation asset, which was based on
the latest recently approved financial forecasts through to
December 2026 with the deferred taxation asset being fully utilised
during this period.
The forecast is inherently sensitive
to the assumptions and estimates which underpin it, including
macroeconomic conditions (such as interest rates, inflation and
future tax rates), and is dependent on the Group's ability to
successfully execute its strategy. As such, the expected
utilisation of the deferred tax asset may vary
significantly.
The following sensitivities have
been modelled to demonstrate the impact of changes in assumptions
on the recoverability of deferred tax assets within the
Bank:
§ A
reduction in the base forecast loan book by 20% each
year.
§ A
reduction in the net interest margin in the base forecast by a
factor of 10% each year.
§ An
increase in forecast costs of risk by a factor of 50% each
year.
§ A 20%
increase above forecast of staff costs and other operating expenses
each year.
In each of the individual
sensitivities performed above, the reduction in profitability means
the timing of full recovery of the deferred tax asset is delayed,
but in all cases it is expected to be fully utilised within 5 years
and, therefore, the Board is satisfied that these sensitivities do
not impact the level of deferred tax asset to be recognised at 31
December 2023.
In the year ended 31 December 2023
the Group has performed favourably in accordance with the forecasts
used to estimate the deferred taxation asset. The Group has updated
its forecasts for actual performance in the elapsed period to
ensure the deferred taxation asset recognition is still
valid.
The Group has an unrecognised
deferred tax asset of £0.7m (2022: £0.7m). This unrecognised
deferred tax asset as at December 2023 relates entirely to the
prior taxable losses in Distribution Finance Capital Holdings plc
entity.
4. Interest and similar
income
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At
amortised cost (using effective interest rate method):
|
|
|
On loans
and advances to customers
|
55,203
|
24,333
|
On loans
and advances to banks
|
4,246
|
1,065
|
|
59,449
|
25,398
|
|
|
|
At
FVOCI:
|
|
|
On debt
securities
|
521
|
9
|
Total interest and similar
income
|
59,970
|
25,407
|
5. Operating
segments
It is the Director's view that the
Group's products and the markets to which they are offered are so
similar in nature that they are reported as one class of business.
As a result, it is considered that the chief operating decision
maker uses only one segment to control resources and assess the
performance of the entity, while deciding the strategic direction
of the Group. For this purpose, the chief operating decision maker
of the Group is the Board of Directors.
6. Interest and
similar expenses
The Group is solely funded by
customer deposits and Group reserves. See note 35 and 36 for
further detail of the movements in customer deposits and financial
liabilities during the year.
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At
amortised cost (using effective interest rate method):
|
|
|
On
customer deposits
|
21,799
|
6,373
|
On
subordinated liabilities
|
269
|
-
|
|
22,068
|
6,373
|
At
FVTPL:
|
|
|
Net
interest expense on financial instruments hedging
liabilities
|
268
|
38
|
Total interest and similar
expense
|
22,336
|
6,411
|
7. Fee
income
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Facility-related fees
|
1,393
|
1,348
|
Total fee
income
|
1,393
|
1,348
|
8. Fee
expense
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Enable
guarantee charges
|
648
|
-
|
Financial
guarantee charges
|
19
|
-
|
Undrawn
commitment facility fees
|
8
|
-
|
Non-incremental direct costs
|
44
|
-
|
Total fee
expense
|
719
|
-
|
In the
year ended 31 December 2023, the Group entered into a number of
financial guarantee schemes which allows the Group to reduce its
regulatory capital requirements. The Group is charged facility and
commitment fees for these schemes which are not considered as
integral to the effective interest rate of loans and advances to
customers.
The Group
recognised £44,000 in the year ended 31 December 2023 in relation
to directly attributable non-incremental costs for the issuance of
financial instruments.
9. Staff
costs
Analysis of staff costs:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Wages and
salaries
|
10,437
|
8,651
|
Share-based payments
|
905
|
499
|
Contractor costs
|
22
|
75
|
Social
security costs
|
1,314
|
1,099
|
Pension
costs arising on defined contribution schemes
|
753
|
524
|
Total staff
costs
|
13,431
|
10,848
|
Contractor costs are recognised
within personnel costs where the work performed would otherwise
have been performed by employees. Contractor costs arising from the
performance of other services is included within other operating
expenses.
Average number of persons employed
by the Group (including Directors):
|
2023
|
2022
|
|
No.
|
No.
|
|
|
|
Management
|
13
|
12
|
Finance
|
8
|
7
|
Credit
& Risk
|
26
|
19
|
Sales
& Marketing
|
35
|
29
|
Operations
|
28
|
23
|
Technology
|
16
|
13
|
Total average
headcount
|
126
|
103
|
Directors' emoluments:
|
Fees/basic
salary
|
Bonuses
|
Employer pension
contributions
|
Benefits in
kind
|
Long term incentive
schemes2
|
2023 total
|
2022 total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Executive
Directors:
|
|
|
|
|
|
|
|
Carl
D'Ammassa
|
444
|
311
|
44
|
9
|
-
|
808
|
831
|
Gavin
Morris
|
286
|
102
|
29
|
10
|
-
|
427
|
419
|
|
730
|
413
|
73
|
19
|
-
|
1,235
|
1,250
|
|
|
|
|
|
|
|
|
Non-executive Directors:
|
|
|
|
|
|
|
|
Mark
Stephens
|
150
|
-
|
-
|
-
|
-
|
150
|
150
|
Thomas
Grathwohl
|
75
|
-
|
-
|
-
|
-
|
75
|
75
|
Nicole
Coll
|
85
|
-
|
-
|
-
|
-
|
85
|
54
|
Sheryl
Lawrence
|
95
|
-
|
-
|
-
|
-
|
95
|
60
|
Haakon
Stenrød1
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
|
405
|
-
|
-
|
-
|
-
|
405
|
339
|
|
|
|
|
|
|
|
|
Total Director
remuneration
|
1,135
|
413
|
73
|
19
|
-
|
1,640
|
1,589
|
1 Haakon Stenrød holds his position as Non-Executive Director
by virtue of major shareholding by Watrium AS exercising their
right to appoint a Director under their Relationship Agreement. He
is compensated by Watrium AS.
2 Taxable gain on share awards exercised during the
year.
The pension for the year ended 31
December 2023 to Carl D'Ammassa and Gavin Morris of £44,000
(2022:£43,000) and £29,000 (2022:£26,000) respectively is the sum
of payments made to these individuals in lieu of Group pension
contributions.
Carl D'Ammassa and Gavin Morris have
received share options as part of long-term incentive schemes -
further details of these share option schemes can be found in note
10.
Carl D'Ammassa is the highest paid
Director with total remuneration of £808,000 (2022: £831,000) in
the year ended 31 December 2023. Carl D'Ammassa has been awarded
share options of which none have been exercised yet as at 31
December 2023 (2022: nil). Refer to note 10 for further details of
these awards.
10.
Share-based payments
The
share-based payment expense during the year comprised the
following:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Performance Share Plan (PSP)
|
860
|
489
|
Sharesave
Scheme (SAYE)
|
45
|
10
|
Total share-based payments
expense
|
905
|
499
|
The Group
has the following share options scheme for employees which have
been granted and remain outstanding at 31 December
2023:
Plan
|
No. of options
outstanding
31 December 2023
|
Options outstanding
value
31 December 2023
£'000
|
Grant
dates
|
Vesting
dates
|
Exercise
price
|
Performance conditions
attached
|
Settlement
method
|
Charge for year ended 31
December 2023
£'000
|
|
|
|
|
|
|
|
|
|
General
Award 2020
|
143,350
|
54
|
Jun-20
|
Jun-23
|
Nil
|
No
|
Equity
|
6
|
General
Award 2021
|
134,130
|
69
|
Jun-21
|
Jun-24
|
Nil
|
No
|
Equity
|
21
|
General
Award 2022
|
337,422
|
60
|
May-22
|
May-25
|
Nil
|
No
|
Equity
|
37
|
General
Award 2023
|
325,739
|
23
|
Apr-23
|
Apr-26
|
Nil
|
No
|
Equity
|
23
|
Manager
CSOP Award
|
384,298
|
31
|
Aug-20
Aug-20
Aug-20
|
Jun-21
Jun-22
Jun-23
|
40.5p
|
No
|
Equity
|
2
|
Manager
PSP Award
|
821,668
|
333
|
Aug-20
Aug-20
Aug-20
|
Aug-20
Jun-21
Jun-22
|
Nil
|
No
|
Equity
|
-
|
CEO
Recruitment Award
|
900,000
|
338
|
Jun-20
|
Jun-23
|
Nil
|
Yes
|
Equity
|
55
|
Senior
Manager Award 2020
|
581,080
|
211
|
Jun-20
|
Jun-23
|
Nil
|
Yes
|
Equity
|
62
|
Senior
Manager Award 2021
|
113,394
|
61
|
Jun-21
Jun-21
Nov-21
|
Sep-22
Jun-24
Nov-24
|
Nil
|
No
|
Equity
|
18
|
Senior
Manager Award 2022
|
1,314,170
|
255
|
May-22
Sep-22
|
May-25
Sep-25
|
Nil
|
Yes
|
Equity
|
151
|
Senior
Manager Award 2023
|
5,592,609
|
427
|
Apr-23
Jul-23
Jul-23
Jul-23
Jul-23
Jul-23
Aug-23
Oct-23
|
Apr-26
Feb-24
Feb-25
Feb-26
Jul-26
Feb-27
Aug-26
Aug-26
|
Nil
|
Yes
|
Equity
|
420
|
Leader
& High Performer Award 2022
|
200,876
|
36
|
May-22
Feb-23
|
May-25
May-25
|
Nil
|
No
|
Equity
|
24
|
Leader
& High Performer Award 2023
|
586,820
|
40
|
Apr-23
|
Apr-26
|
Nil
|
No
|
Equity
|
41
|
Sharesave
Scheme
|
1,418,952
|
55
|
Nov-21
Jun-22
May-23
|
Jan-25
Aug-25
Aug-26
|
46.3p
30p
30.72p
|
No
|
Equity
|
45
|
TOTAL
|
12,854,508
|
1,993
|
|
|
|
|
|
905
|
All awards are equity-settled, and
the shares awarded for all schemes are Distribution Finance Capital
Holdings plc ordinary shares of £0.01 each of the current
share capital of the Company which are listed on the Alternative
Investment Market (AIM). The awards were granted to employees and
Directors within the Group with the majority of the employees being
employed by DF Capital Bank Limited.
During the year ended 31 December
2023, the movements in share options granted, forfeited, and
exercised were as follows:
|
Options outstanding at start
of year
|
Options granted during the
year
|
Options forfeited during the
year
|
Options exercised during the
year
|
Options outstanding at end
of the year
|
Options exercisable at end
of the year
|
Plan
|
No.
|
No.
|
No.
|
No.
|
No.
|
No.
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
|
|
|
|
General
Award 2020
|
222,500
|
-
|
(26,151)
|
(52,999)
|
143,350
|
143,350
|
General
Award 2021
|
160,248
|
-
|
(26,118)
|
-
|
134,130
|
-
|
General
Award 2022
|
385,511
|
-
|
(48,089)
|
-
|
337,422
|
-
|
General
Award 2023
|
-
|
365,000
|
(39,261)
|
-
|
325,739
|
-
|
Manager
CSOP Award
|
384,298
|
-
|
-
|
-
|
384,298
|
384,298
|
Manager
PSP Award
|
853,334
|
-
|
-
|
(31,666)
|
821,668
|
821,668
|
CEO
Recruitment Award
|
900,000
|
-
|
-
|
-
|
900,000
|
900,000
|
Senior
Manager Award 2020
|
885,000
|
-
|
(173,200)
|
(130,720)
|
581,080
|
581,080
|
Senior
Manager Award 2021
|
144,370
|
-
|
(11,291)
|
(19,685)
|
113,394
|
19,685
|
Senior
Manager Award 2022
|
1,765,000
|
-
|
(450,830)
|
-
|
1,314,170
|
-
|
Senior
Manager Award 2023
|
-
|
5,673,292
|
(80,683)
|
-
|
5,592,609
|
-
|
Leader
& High Performer Award 2022
|
201,022
|
5,000
|
(5,146)
|
-
|
200,876
|
-
|
Leader
& High Performer Award 2023
|
-
|
615,000
|
(28,180)
|
-
|
586,820
|
-
|
Sharesave
Scheme
|
1,068,212
|
717,166
|
(366,426)
|
-
|
1,418,952
|
-
|
Total
|
6,969,495
|
7,375,458
|
(1,255,375)
|
(235,070)
|
12,854,508
|
2,850,081
|
|
|
|
|
|
|
|
Year ended 31 December
2022
|
|
|
|
|
|
General
Award 2020
|
287,500
|
-
|
(65,000)
|
-
|
222,500
|
-
|
General
Award 2021
|
216,000
|
3,000
|
(58,752)
|
-
|
160,248
|
-
|
General
Award 2022
|
-
|
450,000
|
(64,489)
|
-
|
385,511
|
-
|
Manager
CSOP Award
|
385,298
|
-
|
(1,000)
|
-
|
384,298
|
-
|
Manager
PSP Award
|
853,334
|
-
|
-
|
-
|
853,334
|
853,334
|
CEO
Recruitment Award
|
900,000
|
-
|
-
|
-
|
900,000
|
-
|
Senior
Manager Award 2020
|
885,000
|
-
|
-
|
-
|
885,000
|
-
|
Senior
Manager Award 2021
|
114,370
|
30,000
|
-
|
-
|
144,370
|
39,370
|
Senior
Manager Award 2022
|
-
|
1,765,000
|
-
|
-
|
1,765,000
|
-
|
Leader
& High Performer Award 2022
|
-
|
220,000
|
(18,978)
|
-
|
201,022
|
-
|
Sharesave
scheme
|
-
|
1,693,596
|
(625,384)
|
-
|
1,068,212
|
-
|
Total
|
3,641,502
|
4,161,596
|
(833,603)
|
-
|
6,969,495
|
892,704
|
The fair value at grant date is
calculated by taking into consideration any restrictive vesting
criteria, including any market and/or non-market performance
conditions. The below table summarises the share schemes including
the weighted average remaining contractual years and the weighted
average fair value at grant date:
|
2023
|
2022
|
Plan
|
Options outstanding at end
of the year
|
Weighted average remaining
contractual life (years)
|
Weighted average fair value
at grant date
|
Options outstanding at end
of the year
|
Weighted average remaining
contractual life (years)
|
Weighted average fair value
at grant date
|
|
|
|
|
|
|
|
General
Award 2020
|
143,350
|
-
|
37.50
|
222,500
|
0.5
|
37.50
|
General
Award 2021
|
134,130
|
0.4
|
61.00
|
160,248
|
1.4
|
61.00
|
General
Award 2022
|
337,422
|
1.4
|
37.00
|
385,511
|
2.4
|
37.00
|
General
Award 2023
|
325,739
|
2.3
|
38.50
|
-
|
-
|
-
|
Manager
CSOP Award
|
384,298
|
-
|
8.00
|
384,298
|
0.4
|
8.00
|
Manager
PSP Award
|
821,668
|
-
|
40.50
|
853,334
|
-
|
40.50
|
CEO
Recruitment Award
|
900,000
|
-
|
37.50
|
900,000
|
0.5
|
37.50
|
Senior
Manager Award 2020
|
581,080
|
-
|
37.50
|
885,000
|
0.5
|
37.50
|
Senior
Manager Award 2021
|
113,394
|
0.5
|
60.27
|
144,370
|
1.1
|
60.27
|
Senior
Manager Award 2022
|
1,314,170
|
1.4
|
34.85
|
1,765,000
|
2.4
|
36.12
|
Senior
Manager Award 2023
|
5,592,609
|
2.4
|
36.75
|
-
|
-
|
-
|
Leader
& High Performer Award 2022
|
200,876
|
1.4
|
37.03
|
201,022
|
2.4
|
37.00
|
Leader
& High Performer Award 2023
|
586,820
|
2.3
|
38.50
|
-
|
-
|
-
|
Sharesave
Scheme
|
1,418,952
|
2.0
|
13.98
|
1,068,212
|
2.5
|
44.35
|
|
12,854,508
|
|
|
6,969,495
|
1.4
|
38.63
|
Where a share award scheme has an
exercise price that is equal to £nil, valuation models such as the
Black Scholes valuation model cannot be used to determine the fair
value of the award at the grant date, therefore, it is assumed the
market price of the share is assumed to be the fair value. For
schemes which have an exercise price greater than £nil, the Group
has used the following variables for the respective
schemes:
|
Manager CSOP
Award
|
Sharesave
Scheme
|
Sharesave
Scheme
|
Sharesave
Scheme
|
|
|
|
|
|
Grant
date
|
Aug-20
|
Nov-21
|
Jun-22
|
May-23
|
Contractual life (years)
|
3
|
3
|
3
|
3
|
Share
price at issue (pence)
|
40.50
|
57.50
|
37.50
|
38.40
|
Exercise
price (pence)
|
40.50
|
46.30
|
30.00
|
30.72
|
Expected
volatility (%)
|
30.00%
|
30.00%
|
30.00%
|
30.00%
|
Risk-free
rate (%)
|
0.20%
|
0.55%
|
2.08%
|
3.91%
|
Dividend
yield (%)
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
The terms of the individual schemes
are as follows:
General
Award
In the year ended 31 December 2023,
nil cost options over ordinary shares of £0.01 each of
the current share capital of the Company were granted to all
employees (excluding Directors). These options vest over a 3-year
period and are not subject to specific performance
conditions.
Manager
PSP and CSOP Award
As part of a Group reorganisation of
its existing share capital and employee loan agreements in the year
ended 31 December 2020, managers and former managers were awarded
share options so that they were not disadvantaged by this exercise.
PSP scheme nil cost options and Company Share Option Scheme shares
("CSOP") were issued over ordinary shares of £0.01 each
of the share capital of the Company. The CSOP Options have an
exercise price per share of 40.5p equal to the market value of
Ordinary Shares as at the time of grant and the PSP Options are nil
cost options. The PSP and CSOP Options became exercisable on the
same timeline, and in the same proportions, that the corresponding
original Ordinary Shares would have become freely transferable on
the terms on which they were held. The Options are not subject to
the satisfaction of performance conditions.
The fair value of the CSOP was
measured at the grant date using the Black-Scholes model -
see table above for further details of the inputs
into this valuation model.
No further awards under this scheme
were granted in the years ended 31 December 2023 and 31 December
2022.
CEO
Recruitment Award
On his appointment on 9 March
2020, Carl D'Ammassa was granted 900,000 nil cost options by way of
a Recruitment Award. In the year ended 31 December 2023, the
Group's Remuneration Committee agreed that the performance
conditions and service conditions relating to all 900,000 shares
had been fully satisfied and the award should vest in
full.
Senior
Manager Award
Nil cost options over ordinary
shares of £0.01 each of the current share capital of the
Company were granted to certain senior managers. All of these
share awards have been granted in line with our PSP rules and have
performance conditions aligned to financial performance, risk
management and cultural objectives.
In the year ended 31 December
2023, Senior Managers were granted additional awards based on
either promotion, recruitment incentives, or performance.
Performance conditions are included for 4,889,000 options of
the 5,673,292 awards granted in the year ended 31 December 2023, and all
awards vest over a period of up to 1 to 4 years subject to service
conditions being met.
Leader
& High Performer Award
In the year ended 31 December 2023,
the Group awarded nil cost options over ordinary shares
of £0.01 each of the current share capital of the Company
to non-senior managers of the Group. This scheme does not include
performance conditions and vest over a period of 3 years subject to
service conditions being met.
Sharesave
Scheme
The Group has operated a 'Save As
You Earn' scheme ('SAYE' or 'Sharesave Scheme') for several years
which is available to all UK-based employees. This is a
HMRC-approved share scheme, whereby the scheme allows employees to
purchase options by saving a fixed amount of between £10 and £500
per month over a period of three years at the end of which the
options, subject to leaver provisions, are usually exercisable. If
not exercised, the amount saved is returned to the employee. During
the year ended 31 December 2023, the Group has offered a scheme
with a grant date of May 2023 and a vesting date of August 2027.
The option price is calculated using the closing bid-market price
of a Distribution Finance Capital Holdings plc ordinary share over
the five dealing days prior to the Invitation Date and applying a
discount of 20%.
The fair value at grant date for the
schemes is calculated by using the Black-Scholes Model - see table
above for further details of the inputs into this valuation
model.
Director
share awards:
The below table summarises share
options which have been awarded to Directors as part of
long-term incentive schemes:
|
Options outstanding at start
of year
|
Options granted during the
year
|
Options forfeited during the
year
|
Options exercised during the
year
|
Options outstanding at end
of the year
|
Options exercisable at end
of the year
|
Plan
|
No.
|
No.
|
No.
|
No.
|
No.
|
No.
|
|
|
|
|
|
|
|
Year ended 31 December
2023
|
|
|
|
|
|
|
Carl
D'Ammassa:
|
|
|
|
|
|
|
General
Award 2020
|
5,000
|
-
|
-
|
-
|
5,000
|
5,000
|
CEO
Recruitment Award
|
900,000
|
-
|
-
|
-
|
900,000
|
900,000
|
Senior
Manager Award 2022
|
400,000
|
-
|
-
|
-
|
400,000
|
-
|
Senior
Manager Award 2023
|
-
|
1,168,000
|
-
|
-
|
1,168,000
|
-
|
Sharesave
Scheme
|
60,000
|
-
|
-
|
-
|
60,000
|
-
|
|
1,365,000
|
1,168,000
|
-
|
-
|
2,533,000
|
905,000
|
Gavin
Morris:
|
|
|
|
|
|
|
General
Award 2020
|
5,000
|
-
|
-
|
-
|
5,000
|
5,000
|
Manager
CSOP Award
|
74,074
|
-
|
-
|
-
|
74,074
|
74,074
|
Manager
PSP Award
|
19,733
|
-
|
-
|
-
|
19,733
|
19,733
|
Senior
Manager Award 2020
|
200,000
|
-
|
(69,280)
|
-
|
130,720
|
130,720
|
Senior
Manager Award 2022
|
200,000
|
-
|
-
|
-
|
200,000
|
-
|
Senior
Manager Award 2023
|
-
|
753,000
|
-
|
-
|
753,000
|
-
|
Sharesave
Scheme
|
60,000
|
-
|
-
|
-
|
60,000
|
-
|
|
558,807
|
753,000
|
(69,280)
|
-
|
1,242,527
|
229,527
|
|
|
|
|
|
|
|
Total Director
Awards
|
1,923,807
|
1,921,000
|
(69,280)
|
-
|
3,775,527
|
1,134,527
|
|
|
|
|
|
|
|
Year ended 31 December
2022
|
|
|
|
|
|
|
Carl
D'Ammassa:
|
|
|
|
|
|
|
General
Award 2020
|
5,000
|
-
|
-
|
-
|
5,000
|
-
|
CEO
Recruitment Award
|
900,000
|
-
|
-
|
-
|
900,000
|
-
|
Senior
Manager Award 2022
|
-
|
400,000
|
-
|
-
|
400,000
|
-
|
Sharesave
Scheme
|
-
|
60,000
|
-
|
-
|
60,000
|
-
|
|
905,000
|
460,000
|
-
|
-
|
1,365,000
|
-
|
Gavin
Morris:
|
|
|
|
|
|
|
General
Award 2020
|
5,000
|
-
|
-
|
-
|
5,000
|
-
|
Manager
CSOP Award
|
74,074
|
-
|
-
|
-
|
74,074
|
-
|
Manager
PSP Award
|
19,733
|
-
|
-
|
-
|
19,733
|
19,733
|
Senior
Manager Award 2020
|
200,000
|
-
|
-
|
-
|
200,000
|
-
|
Senior
Manager Award 2022
|
-
|
200,000
|
-
|
-
|
200,000
|
-
|
Sharesave
Scheme
|
-
|
60,000
|
-
|
-
|
60,000
|
-
|
|
298,807
|
260,000
|
-
|
-
|
558,807
|
19,733
|
|
|
|
|
|
|
|
Total Director
Awards
|
1,203,807
|
720,000
|
-
|
-
|
1,923,807
|
19,733
|
See above section within this note
for further details of the schemes, including the fair value
(market price) at grant date. Performance conditions are attached
to the Senior Manager Award 2023 for both Carl D'Ammassa and Gavin
Morris. All awards are subject to service conditions being met over
the vesting period.
11. Other operating
expenses
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Finance
costs
|
12
|
76
|
21
|
Depreciation
|
17,18
|
498
|
318
|
Amortisation of intangible assets
|
19
|
376
|
382
|
Professional services expenses
|
|
2,189
|
1,541
|
Audit and
accountancy fees
|
|
418
|
290
|
IT-related expenses
|
|
2,506
|
1,862
|
Other
operating expenses
|
|
2,349
|
1,569
|
Total other operating
expenses
|
|
8,412
|
5,983
|
12. Finance
costs
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Interest
on lease liabilities
|
76
|
21
|
Total finance
costs
|
76
|
21
|
13.
Provisions
Analysis for movements in other
provisions:
|
|
Leasehold
dilapidations
|
|
|
£'000
|
|
|
|
Year ended 31 December
2023
|
|
|
At start
of year
|
|
77
|
Additions
|
|
25
|
Utilisation of provision
|
|
-
|
Unused
amounts reversed
|
|
(10)
|
Unwinding
of discount
|
|
5
|
Lease
modification
|
|
(30)
|
At end of
year
|
|
67
|
|
|
|
Year ended 31 December
2022
|
|
|
At start
of year
|
|
73
|
Additions
|
|
-
|
Utilisation of provision
|
|
-
|
Unused
amounts reversed
|
|
-
|
Unwinding
of discount
|
|
4
|
At end of
year
|
|
77
|
As detailed in note 18, the Group
currently leases office premises at its Manchester headquarters. At
the end of the contractual lease term in August 2030, the Group is
required to return the leased premises in their original state. The
Group has estimated total restoration costs of £125,000 by
assessing the expected costs and through management judgement.
These amounts have been discounted to present value by using an
applicable discount factor.
Given the prolonged period until
these costs are incurred, the current provision is using a best
estimate which will be reviewed at least annually. Any potential
revision in the future, including impact from continued
inflationary pressures, is not considered to be
material.
14. Net impairment loss on financial
assets
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Movement
in impairment allowance in the year
|
11,034
|
2,028
|
Write-offs
|
564
|
268
|
Total net impairment losses
on financial assets
|
11,598
|
2,296
|
See note
20 on further analysis of the movement in impairment allowances on
loans and advances to customers.
Analysis
of write-offs:
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Realised
losses on loan receivables
|
20
|
355
|
186
|
Realised
losses on trade receivables
|
24
|
8
|
19
|
Recovery
transaction costs
|
|
251
|
63
|
Bad debt
VAT relief
|
|
(50)
|
-
|
Total
write-offs
|
|
564
|
268
|
15. Profit before taxation
Profit before taxation is stated
after charging:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Depreciation of property, plant and equipment
|
318
|
95
|
Depreciation of right-of-use assets
|
180
|
223
|
Amortisation of intangible assets
|
376
|
382
|
Allowance
for credit impaired assets
|
11,034
|
2,028
|
Staff
costs
|
13,431
|
10,848
|
Auditor's
remuneration
|
418
|
290
|
|
25,757
|
13,866
|
Analysis of auditor's
remuneration:
|
2023
|
2022
|
|
£'000
|
£'000
|
Audit
services:
|
|
|
Fees
payable to the Company's auditor for the audit of the Company's
annual accounts
|
72
|
58
|
Fees
payable to the Company's auditor for the audit of its
subsidiaries
|
215
|
177
|
Fees paid
to the Company's auditors relating to prior periods
|
39
|
1
|
Total audit services
fees
|
326
|
236
|
|
|
|
Assurance
services:
|
|
|
Interim
review
|
92
|
54
|
Total assurance services
fees
|
92
|
54
|
|
|
|
Total auditor's
remuneration
|
418
|
290
|
16. Taxation
Analysis of tax charge recognised in
the year:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Current
taxation charge:
|
|
|
UK
corporation tax on profit for the current year
|
73
|
586
|
Adjustments in respect of prior years
|
-
|
-
|
Total current taxation
charge
|
73
|
586
|
|
|
|
Deferred
taxation charge/(credit):
|
|
|
Current
year
|
1,345
|
(9,043)
|
Adjustments in respect of prior years
|
-
|
-
|
Total deferred taxation
charge/(credit)
|
1,345
|
(9,043)
|
|
|
|
Total taxation
charge/(credit)
|
1,418
|
(8,457)
|
Reconciliation of profit before
taxation to total tax credit recognised:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Profit on
ordinary activities before taxation
|
4,573
|
1,304
|
|
|
|
Taxation
on Profit on ordinary activities at standard corporation tax rate
of 23.5% (2022:19%)
|
1,076
|
248
|
|
|
|
Effects
of:
|
|
|
Fixed
asset differences
|
3
|
-
|
Disallowable expenses
|
275
|
118
|
Other
permanent differences
|
(18)
|
-
|
Other
short-term timing differences for which no deferred tax asset has
been recognised
|
-
|
1
|
Current
year losses for which no deferred tax asset has been
recognised
|
3
|
219
|
Recognition of deferred taxation asset
|
-
|
(9,043)
|
Remeasurement of deferred tax for changes in tax
rates
|
79
|
-
|
Total tax
charge/(credit)
|
1,418
|
(8,457)
|
Current tax on profits reflects UK
corporation tax levied at a rate of 23.5% for the year ended 31
December 2023 (31 December 2022: 19%). The Company is not subject
to the banking surcharge levied at a rate of 3% (31 December 2022:
8%) on the profits of banking companies chargeable to corporation
tax after an allowance of £100 million (31 December 2022: £25m) per
annum.
Expenses that are not deductible in
determining taxable profits/losses include impairment losses,
amortisation of intangible assets, depreciation of fixed assets,
client and staff entertainment costs, and professional fees which
are capital in nature.
On 1 April 2023 the UK corporation
tax rate increased from 19% to 25%. The 23.5% is based on a
pro-rated tax charge of 19% to 31 March 2023 and 25% to 31 December
2023. At the same date, the Banking Surcharge was reduced from 8%
to 3%, whilst the allowance increased from £25m to
£100m.
A deferred tax asset is only
recognised to the extent the Group finds it probable that the prior
taxable losses can be utilised against future taxable profits. As
at 31 December 2023, the Group has an estimated unrecognised
deferred tax asset of £0.7m (31 December 2022: £0.7m) from prior
taxable losses.
In the year ended 31 December 2023,
the Group has recognised a deferred tax asset in respect of future
taxable profits. Further detail on the deferred taxation asset is
provided in note 27.
17. Property, plant
and equipment
|
Leasehold
Improvements
|
Furniture, Fixtures &
Fittings
|
Computer
Hardware
|
Telephony &
Communications
|
Motor
Vehicles
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
|
As at 1 January
2022
|
33
|
152
|
276
|
6
|
-
|
467
|
Additions
|
-
|
-
|
87
|
-
|
954
|
1,041
|
Disposals
and write offs
|
(23)
|
(128)
|
(204)
|
(6)
|
-
|
(361)
|
As at 31 December
2022
|
10
|
24
|
159
|
-
|
954
|
1,147
|
Additions
|
13
|
129
|
121
|
-
|
155
|
418
|
Disposals
and write offs
|
-
|
(1)
|
(16)
|
-
|
-
|
(17)
|
As at 31 December
2023
|
23
|
152
|
264
|
-
|
1,109
|
1,548
|
|
|
|
|
|
|
|
Accumulated depreciation:
|
|
|
|
|
|
|
As at 1 January
2022
|
24
|
124
|
214
|
6
|
-
|
368
|
Charge
for the year
|
4
|
16
|
59
|
-
|
16
|
95
|
Disposals
and write offs
|
(23)
|
(128)
|
(204)
|
(6)
|
-
|
(361)
|
As at 31 December
2022
|
5
|
12
|
69
|
-
|
16
|
102
|
Charge
for the year
|
4
|
32
|
65
|
-
|
217
|
318
|
Disposals
and write offs
|
-
|
(1)
|
(16)
|
-
|
-
|
(17)
|
As at 31 December
2023
|
9
|
43
|
118
|
-
|
233
|
403
|
|
|
|
|
|
|
|
Carrying
amount:
|
|
|
|
|
|
|
At 31
December 2022
|
5
|
12
|
90
|
-
|
938
|
1,045
|
At 31 December
2023
|
14
|
109
|
146
|
-
|
876
|
1,145
|
In the
year ended 31 December 2023, the Group wrote off fully depreciated
assets of £17,000. During the year ended 31 December 2022, the
Group wrote off fully depreciated assets of £361,000.
18. Right-of-use
assets
|
Buildings
|
|
£'000
|
|
|
Cost:
|
|
As at 1 January
2022
|
1,138
|
Additions
|
4
|
Disposals
and write offs
|
-
|
Lease
modifications
|
11
|
As at 31 December
2022
|
1,153
|
Additions
|
407
|
Disposals
and write offs
|
-
|
Lease
modifications
|
567
|
As at 31 December
2023
|
2,127
|
|
|
Accumulated depreciation:
|
|
At 1 January
2022
|
497
|
Charge
for the year
|
223
|
Disposals
and write offs
|
-
|
At 31 December
2022
|
720
|
Charge
for the year
|
180
|
Disposals
and write offs
|
-
|
At 31 December
2023
|
900
|
|
|
Carrying
amount:
|
|
At 31
December 2022
|
433
|
At 31 December
2023
|
1,227
|
During
the year ended 31 December 2023, the Group
entered into a new lease agreement for additional office space at
its existing Manchester headquarters. The Group expects to utilise
the right-of-use asset to the contractual maturity date in August
2030. The Group recognised additions of £394,000 in respect of the
new lease agreement.
For an
existing lease agreement, the Group expected to enact a contractual
break clause in 2025 for its lease agreement of the Manchester
headquarters office, however, following the signing of the
agreement for additional space, the Group now expects for the
original lease agreement to also elapse at the contractual end date
in August 2030. Consequently, the Group has recognised £567,000 in
lease modifications to reflect the increased expected term of the
lease agreement.
Further, during the year ended 31
December 2023, the Group reversed £10,000 for an unused
dilapidations provision for a prior period terminated office lease
agreement.
The Group is also engaged in
leasing agreements for office premises, motor vehicles and IT
equipment. IT equipment leases are low in value and the Motor
Vehicles are leased for a term of less than 12 months, resultantly,
the Group have opted not to classify these leases as right-of-use
assets.
The maturity analysis of lease
liabilities is presented in note 34.
Amounts recognised in the income
statement:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Depreciation expense on right-of-use assets
|
180
|
223
|
Interest
expense on lease liabilities
|
76
|
21
|
Expense
relating to short-term leases
|
3
|
44
|
Expense
relating to leases of low value assets
|
9
|
6
|
Expenses
relating to variable lease payments not included in measurement of
lease liability
|
112
|
90
|
Total amounts recognised in
the income statement
|
380
|
384
|
Some of the property leases in
which the Group is the lessee contain variable lease payment terms
relating to service charges and insurance costs which are included
within the contractual terms of the lease agreement. The breakdown
of the lease payments for these property leases are as
follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Buildings:
|
|
|
Fixed
payments
|
227
|
141
|
Variable
payments
|
118
|
98
|
Total lease
payments
|
345
|
239
|
19. Intangible
assets
|
Computer
Software
|
|
£'000
|
|
|
Cost:
|
|
At 1 January
2022
|
1,775
|
Additions
from internal development
|
193
|
Additions
from separate acquisitions
|
-
|
Disposals
and write offs
|
(27)
|
At 31 December
2022
|
1,941
|
Additions
from internal development
|
117
|
Additions
from separate acquisitions
|
-
|
Disposals
and write offs
|
(538)
|
At 31 December
2023
|
1,520
|
|
|
Accumulated amortisation:
|
|
At 1 January
2022
|
709
|
Charge
for the year
|
382
|
Disposals
and write offs
|
(27)
|
At 31 December
2022
|
1,064
|
Charge
for the year
|
376
|
Disposals
and write offs
|
(538)
|
At 31 December
2023
|
902
|
|
|
Carrying
amount:
|
|
At 31
December 2022
|
877
|
At 31 December
2023
|
618
|
In the year ended 31 December 2023,
the Group capitalised £117,000 (2022: £172,000) of consultancy
costs and £nil (2022: £21,000) of employee costs in relation to the
development of software platforms aimed at improving the commercial
lending processes, customer journey for commercial clients and
development of retail customer deposits platform. The amortisation
period for these software costs is within a range of 3-5 years
following an individual assessment of the asset's expected life.
The Group performed an impairment review at 31 December 2023 and
concluded an impairment of £nil (2022: £nil).
In the year ended 31 December 2023,
the Group wrote off fully depreciated intangible assets of £538,000
(2022: £27,000).
20.
Loans and advances to customers
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Loan book
principal
|
580,525
|
439,282
|
Accrued
interest and fees
|
3,602
|
2,002
|
Gross carrying
amount
|
584,127
|
441,284
|
|
|
|
less:
impairment allowance
|
(14,596)
|
(3,720)
|
less:
effective interest rate adjustment
|
(1,487)
|
(1,681)
|
Total loans and advances to
customers
|
568,044
|
435,883
|
Refer to note 39 for details on the
expected maturity analysis of the gross loans receivable
balance.
Refer to note 14 and 39 for further
details on the impairment losses recognised in the
periods.
Ageing analysis of gross loan
receivables:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Not in
default:
|
|
|
Not yet
past due
|
566,503
|
422,845
|
Past due:
1 - 30 days
|
467
|
136
|
Past due:
31 - 60 days
|
35
|
1,074
|
Past due:
61 - 90 days
|
-
|
25
|
Past due:
90+ days
|
-
|
-
|
|
567,005
|
424,080
|
Defaulted:
|
|
|
Not yet
past due and past due 1 - 90 days
|
5,020
|
11,319
|
Past due
90+ days
|
12,102
|
5,885
|
|
17,122
|
17,204
|
|
|
|
Total gross carrying
amount
|
584,127
|
441,284
|
Analysis of gross loans and advances
to customers:
|
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
|
As at 1 January
2023
|
410,756
|
13,323
|
17,205
|
441,284
|
|
|
|
|
|
|
|
|
|
Transfer
to Stage 1
|
42,913
|
(42,913)
|
-
|
-
|
|
|
Transfer
to Stage 2
|
(88,983)
|
89,328
|
(345)
|
-
|
|
|
Transfer
to Stage 3
|
(2,617)
|
(3,728)
|
6,345
|
-
|
|
|
Net
lending/(repayment)
|
183,883
|
(34,958)
|
(5,727)
|
143,198
|
|
|
Write-offs
|
-
|
-
|
(355)
|
(355)
|
|
|
Total movement in gross loan
receivables
|
135,196
|
7,729
|
(82)
|
142,843
|
|
|
|
|
|
|
|
|
|
As at 31 December
2023
|
545,952
|
21,052
|
17,123
|
584,127
|
|
Loss allowance coverage at
31 December 2023
|
0.46%
|
0.76%
|
69.58%
|
2.50%
|
|
|
|
|
|
|
|
| |
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
As at 1 January
2022
|
239,327
|
9,585
|
542
|
249,454
|
|
|
|
|
|
Transfer
to Stage 1
|
6,920
|
(6,597)
|
(323)
|
-
|
Transfer
to Stage 2
|
(29,077)
|
29,081
|
(4)
|
-
|
Transfer
to Stage 3
|
(1,731)
|
(16,739)
|
18,470
|
-
|
Net
lending/(repayment)
|
195,333
|
(2,007)
|
(1,310)
|
192,016
|
Write-offs
|
(16)
|
-
|
(170)
|
(186)
|
Total movement in gross loan
receivables
|
171,429
|
3,738
|
16,663
|
191,830
|
|
|
|
|
|
As at 31 December
2022
|
410,756
|
13,323
|
17,205
|
441,284
|
|
|
|
|
|
Loss allowance coverage at
31 December 2022
|
0.47%
|
0.63%
|
9.84%
|
0.84%
|
Analysis of impairment losses on
loans and advances to customers:
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
As at 1 January
2023
|
1,943
|
84
|
1,693
|
3,720
|
|
|
|
|
|
Transfer
to Stage 1
|
365
|
(365)
|
-
|
-
|
Transfer
to Stage 2
|
(464)
|
606
|
(142)
|
-
|
Transfer
to Stage 3
|
(16)
|
(174)
|
190
|
-
|
Remeasurement of impairment allowance
|
(1,668)
|
266
|
10,870
|
9,468
|
Net
lending/(repayment)
|
2,362
|
(257)
|
(342)
|
1,763
|
Write-offs
|
-
|
-
|
(355)
|
(355)
|
Total movement in loss
allowance
|
579
|
76
|
10,221
|
10,876
|
|
|
|
|
|
As at 31 December
2023
|
2,522
|
160
|
11,914
|
14,596
|
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
As at 1 January
2022
|
1,142
|
155
|
421
|
1,718
|
|
|
|
|
|
Transfer
to Stage 1
|
76
|
(73)
|
(3)
|
-
|
Transfer
to Stage 2
|
(146)
|
146
|
-
|
-
|
Transfer
to Stage 3
|
(13)
|
(421)
|
434
|
-
|
Remeasurement of impairment allowance
|
(24)
|
143
|
1,028
|
1,147
|
Net
lending/(repayment)
|
908
|
134
|
(17)
|
1,025
|
Write-offs
|
-
|
-
|
(170)
|
(170)
|
Total movement in loss
allowance
|
801
|
(71)
|
1,272
|
2,002
|
|
|
|
|
|
As at 31 December
2022
|
1,943
|
84
|
1,693
|
3,720
|
21. Debt securities
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
FVOCI
debt securities:
|
|
|
Treasury
bills
|
-
|
-
|
UK
government gilts
|
14,839
|
22,964
|
Total FVOCI debt
securities
|
14,839
|
22,964
|
|
|
|
Analysis
of movements during the year:
|
|
At 1
January
|
22,964
|
108,867
|
Purchased
debt securities
|
14,554
|
-
|
Proceeds
from sold or maturing securities
|
(23,000)
|
(85,070)
|
Coupons
received
|
(383)
|
(746)
|
Interest
income
|
521
|
9
|
Realised
gains/(losses)
|
-
|
(17)
|
Unrealised gains/(losses)
|
183
|
(96)
|
Amounts
transferred to the income statement
|
-
|
17
|
At 31
December
|
14,839
|
22,964
|
|
|
|
Maturity
profile of debt securities:
|
|
|
Within 12
months
|
14,839
|
22,964
|
Over 12
months
|
-
|
-
|
The securities are valued at fair
value through other comprehensive income ("FVTOCI") using closing
bid prices at the reporting date.
In accordance with IFRS 9, all debt
securities were assessed for impairment and treated as Stage 1
assets in both reporting periods.
Refer to note 39 for details of the
maturity profile of these securities.
22. Derivatives
The table below reconciles the gross
amount of derivative contracts to the carrying balance shown in the
consolidated statement of financial position:
|
Gross amount of recognised
financial assets/(liabilities)
|
Net amount of financial
assets/(liabilities) presented in the Statement of Financial
Position
|
Cash collateral
paid/(received) not offset in the Statement of Financial
Position
|
Net amount
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
Derivative assets:
|
|
|
|
|
Interest
rate risk hedging
|
537
|
537
|
(372)
|
165
|
Derivative liabilities:
|
|
|
|
|
Interest
rate risk hedging
|
(565)
|
(565)
|
222
|
(343)
|
|
|
|
|
|
31 December
2022
|
|
|
|
|
Derivative assets:
|
|
|
|
|
Interest
rate risk hedging
|
57
|
57
|
(28)
|
29
|
Derivative liabilities:
|
|
|
|
|
Interest
rate risk hedging
|
(42)
|
(42)
|
98
|
56
|
All derivative instruments which
have been entered into are transacted against SONIA.
Margin call collateral is either
paid or received with the swap counterparties on all active swap
contracts - this has been included in the above table. As at 31
December 2023, the Group has a variation margin receivable of
£150,000 (2022: £70,000) with swap counterparties. Further, the
Group holds £2,000,000 (2022: £500,000) of independent collateral
with banks for the swap facility, which is not included within the
above table. See note 28 for the balance of cash collateral held
with banks.
The table below profiles the
maturity of nominal amounts for interest rate risk hedging
derivatives based on contractual maturity:
|
Total nominal
amount
|
Less than 3
months
|
3 - 12
months
|
1 - 5
years
|
More than 5
years
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
|
Derivative assets
|
45,000
|
-
|
30,000
|
15,000
|
-
|
Derivative liabilities
|
100,000
|
45,000
|
55,000
|
-
|
-
|
|
145,000
|
45,000
|
85,000
|
15,000
|
-
|
|
|
|
|
|
|
31 December
2022
|
|
|
|
|
|
Derivative assets
|
70,000
|
-
|
30,000
|
40,000
|
-
|
Derivative liabilities
|
20,000
|
5,000
|
-
|
15,000
|
-
|
|
90,000
|
5,000
|
30,000
|
55,000
|
-
|
The Group
has 10 (2022: 6) derivative contracts with an average fixed rate of
4.65% (2022: 4.21%).
23. Hedge Accounting
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Hedged
liabilities:
|
|
|
Current
hedge relationships
|
407
|
(77)
|
Swap
inception adjustment
|
17
|
(7)
|
Fair value adjustments on
hedged liabilities
|
424
|
(84)
|
As at the year ended 31 December
2023, the Group only hedges liabilities in the form of its customer
deposits and subordinated liabilities. The Group does not hedge its
loans and advances to customers given these assets are expected to
reprice within a short time frame.
Refer to note 39 for further details
on the Group's interest rate risk management.
The swap inception adjustment
relates to hedge accounting adjustments arising when hedge
accounting commences, primarily on derivative instruments
previously taken out against new hedged liabilities.
At present, the Group expects its
hedging relationships to be highly effective as the Group hedges
only fixed term deposit accounts and subordinated liabilities for
which the fair value movements between the hedged item and hedging
instrument are expected to be highly correlated. Further, the Group
does not anticipate having to rebalance the relationship once
entered into due to the contractual terms of these financial
liabilities. In the year ended 31 December 2023, there has been no
cancelled or de-designated hedge relationships due to failed hedge
accounting relationships.
The tables below analyse the Group's
portfolio hedge accounting for fixed rate amounts owed to retail
depositors:
|
2023
|
2022
|
|
Hedged
item
|
Hedging
instrument
|
Hedged
item
|
Hedging
instrument
|
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Customer
deposits:
|
|
|
|
|
Carrying
amount of hedged item/nominal value of hedging
instrument
|
150,639
|
145,000
|
90,505
|
90,000
|
Cumulative fair value adjustments of hedged item/fair value
of hedging instrument
|
(424)
|
(28)
|
(84)
|
-
|
Changes
in the fair value adjustment of hedged item/hedging instrument used
for recognising the hedge ineffectiveness for the period
|
(542)
|
133
|
(84)
|
-
|
In the Consolidated Statement of
Financial Position, £537,000 (2022: £57,000) of hedging instruments
were recognised within derivative assets; and £565,000 (2022:
£42,000) within derivative liabilities.
24. Trade and other receivables
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Trade
receivables
|
3,965
|
850
|
Impairment allowance
|
(259)
|
(101)
|
|
3,706
|
749
|
|
|
|
Other
debtors
|
452
|
273
|
Accrued
income
|
-
|
94
|
Prepayments
|
1,177
|
408
|
|
1,629
|
775
|
|
|
|
Total trade and other
receivables
|
5,335
|
1,524
|
All trade receivables are due within
one year, refer to note 39 for the expected maturity
profile.
The trade receivable balances are
assessed for expected credit losses (ECL) under the 'simplified
approach', which requires the Group to assess all balances for
lifetime ECLs and is not required to assess significant increases
in credit risk.
Ageing analysis of trade
receivables:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Not in
default:
|
|
|
Not yet
past due
|
3,513
|
563
|
Past due:
1 - 30 days
|
21
|
27
|
Past due:
31 - 60 days
|
176
|
2
|
Past due:
61 - 90 days
|
12
|
-
|
Past due:
90+ days
|
1
|
-
|
|
3,723
|
592
|
Defaulted:
|
|
|
Not yet
past due and past due 1 - 90 days
|
65
|
194
|
Past due
90+ days
|
177
|
64
|
|
242
|
258
|
|
|
|
Total trade
receivables
|
3,965
|
850
|
Analysis of movement of impairment
losses on trade receivables:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
101
|
75
|
Amounts
written off
|
(8)
|
(19)
|
Amounts
recovered
|
-
|
-
|
Change in
loss allowance due to new trade and other receivables originated
net of those derecognised due to settlement
|
166
|
45
|
At 31
December
|
259
|
101
|
25. Current taxation asset
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
55
|
59
|
Repayments
|
-
|
(4)
|
At 31
December
|
55
|
55
|
26. Current taxation liability
|
|
|
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
-
|
-
|
Charge to
profit and loss account
|
(73)
|
-
|
Payments
|
-
|
-
|
At 31
December
|
(73)
|
-
|
Refer to note 27 for further details
of the deferred taxation asset.
27. Deferred taxation asset
Deferred tax assets and liabilities
are recognised on temporary differences between the carrying
amounts of assets and liabilities in the balance sheet and the
amounts attributed to such assets and liabilities for tax purposes.
Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the
extent it is probable that future taxable profits will be available
against which deductible temporary differences can be utilised.
Deferred tax is determined using tax rates and legislation in force
at the balance sheet date and is expected to apply when the
deferred tax asset is realised, or the deferred tax liability is
settled.
Refer to note 3 of these
consolidated financial statements for critical accounting
judgements in regards to the recognition of a deferred taxation
asset.
The table below shows the movement
in net deferred tax assets:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
8,457
|
-
|
(Charge)/credit to profit and loss account
|
(1,346)
|
8,457
|
At 31
December
|
7,111
|
8,457
|
See below for an analysis of the
deferred taxation asset balance:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Losses
|
7,402
|
8,730
|
Short
term timing differences
|
8
|
8
|
Fixed
assets
|
(299)
|
(281)
|
Deferred taxation
asset
|
7,111
|
8,457
|
The Group has recognised a deferred
tax asset in relation to tax losses carried forward of £35m, short
term timing difference of £30,000, and a deferred tax liability in
relation to tangible fixed assets of £1.1m.
The Group has an unrecognised
deferred tax asset value of £0.7m (2022:£0.7m) which is not
expected to be utilised for the foreseeable future.
On 1 April 2023 the UK corporation
tax rate increased from 19% to 25%. At the same date, the Banking
Surcharge was reduced from 8% to 3%, whilst the allowance increased
from £25m to £100m. As at 31 December 2023, the deferred tax asset
is based on these revised rates.
28. Loans and advances to banks
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Unencumbered:
|
|
|
Included
in cash and cash equivalents: balances with less than three months
to maturity at inception
|
1,315
|
3,277
|
Encumbered:
|
|
|
Cash
collateral on derivatives placed with banks
|
2,160
|
571
|
Total loans and advances to
banks
|
3,475
|
3,848
|
29. Notes to the cash flow statement
See below for reconciliation of
balances classified as cash and cash equivalents, which are
recognised within the consolidated cash flow statement:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Cash and
balances at central banks
|
89,552
|
107,353
|
Loans and
advances to banks
|
1,315
|
3,277
|
Total cash and cash
equivalents
|
90,867
|
110,630
|
Adjustments for non-cash items and other adjustments included
in the income statement:
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Depreciation of property, plant and equipment
|
17
|
318
|
95
|
Depreciation of right-of-use assets
|
18
|
180
|
223
|
Amortisation of intangible assets
|
19
|
376
|
382
|
Share-based payments
|
10
|
905
|
499
|
Impairment allowances on receivables
|
14
|
11,598
|
2,296
|
Movement
in other provisions
|
13
|
(15)
|
4
|
Interest
income on debt securities
|
21
|
(521)
|
(9)
|
Finance
costs
|
12
|
76
|
21
|
Unwind of
discount
|
13
|
5
|
4
|
Interest
on subordinated liabilities
|
6
|
269
|
-
|
Amortisation of subordinated liabilities acquisition
costs
|
29
|
3
|
|
Interest
in suspense
|
|
(194)
|
1,149
|
Total non-cash items and
other adjustments
|
|
13,000
|
4,664
|
Net
change in operating assets:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
Increase
in loans and advances to customers
|
|
(141,768)
|
(190,709)
|
Derivative financial instruments
|
|
(480)
|
(57)
|
Increase
in other assets
|
|
(7,328)
|
(2,423)
|
Increase in operating
assets
|
|
(149,456)
|
(193,189)
|
Net
change in operating liabilities:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
Increase
in customer deposits
|
|
94,886
|
182,879
|
Derivative financial instruments
|
|
522
|
42
|
Fair
value adjustments for portfolio hedged risk
|
|
508
|
(84)
|
(Decrease)/increase in other liabilities
|
|
(1,745)
|
972
|
Increase in operating
liabilities
|
|
94,171
|
183,809
|
Changes
in liabilities arising from financing activities:
The table below details changes in
the Group's liabilities arising from financing activities,
including both cash and non-cash changes. Liabilities arising from
financing activities are those for which cash flows were, or future
cash flows will be, classified in the Group's consolidated cash
flow statement as cash flows from financing activities.
|
2023
|
2022
|
|
Lease
liabilities
(see note
34)
|
Subordinated
liabilities
(see note
37)
|
Total
|
Lease
liabilities
(see note
34)
|
Subordinated
liabilities
(see note
37)
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
At 1
January
|
395
|
-
|
395
|
504
|
-
|
504
|
|
|
|
|
|
|
|
Financing
cash flows:
|
|
|
|
|
|
|
Recognition of subordinated liabilities
|
-
|
10,000
|
10,000
|
-
|
-
|
-
|
Subordinated liabilities acquisition costs
|
-
|
(51)
|
(51)
|
-
|
-
|
-
|
Interest
payments
|
(227)
|
-
|
(227)
|
(141)
|
-
|
(141)
|
|
|
|
|
|
|
|
Non-cash
movements:
|
|
|
|
|
|
|
Interest
expense on subordinated liabilities
|
-
|
269
|
269
|
-
|
-
|
-
|
Amortisation of subordinated liabilities acquisition
costs
|
-
|
3
|
3
|
-
|
-
|
-
|
Recognition of lease liabilities
|
365
|
-
|
365
|
-
|
-
|
-
|
Interest
expense on lease liabilities
|
76
|
-
|
76
|
21
|
-
|
21
|
Lease
modification
|
596
|
-
|
596
|
11
|
-
|
11
|
At 31
December
|
1,205
|
10,221
|
11,426
|
395
|
-
|
395
|
30. Investment in
subsidiaries
Subsidiary
|
Principal
activity
|
Shareholding
%
|
Class of
shareholding
|
Country of
incorporation
|
Registered
address
|
|
|
|
|
|
|
DF
Capital Bank Limited
|
Financial
Services
|
100%
|
Ordinary
|
UK
|
St James'
Building, 61-95 Oxford St, Manchester, M1 6EJ
|
|
|
|
|
|
|
DF
Capital Financial Solutions Limited
|
Financial
Services
|
100%
|
Ordinary
|
UK
|
St James'
Building, 61-95 Oxford St, Manchester, M1 6EJ
|
31. Equity
|
2023
|
2022
|
2023
|
2022
|
|
No.
|
No.
|
£'000
|
£'000
|
|
|
|
|
|
Authorised:
|
|
|
|
|
Ordinary
shares of 1p each
|
179,369,199
|
179,369,199
|
1,793
|
1,793
|
Allotted,
issued and fully paid: Ordinary shares of 1p each
|
179,369,199
|
179,369,199
|
1,793
|
1,793
|
Analysis of the movements in
equity:
At the Company's annual general
meeting on 24 May 2023 (the "AGM"), a resolution was passed to
cancel the Company's share premium account. The purpose of the
proposed cancellation was to create additional distributable
reserves and to provide the Company with greater flexibility and
headroom in the future to: pay ordinary course dividends; undertake
a share buyback; redeem preference shares; or to fund purchases by
its Employee Benefit Trust of shares in the capital of the Company.
As set out in the notice of the AGM, the Directors intend to apply
£50,000 of the distributable reserves which the capital reduction
has created to fund the redemption by the Company of the 50,000
non-voting redeemable preference shares of £1.00 each in the
capital of the Company.
To be effective, the cancellation
required Court approval which the Group has obtained and thus
making the cancellation effective. This follows the Court order
approving the reduction of capital which was registered with
Companies House on 29 June 2023.
The below table detailed equity
movements within the share capital, share premium and merger relief
accounts during the years ended 31 December 2023 and 31 December
2022:
|
Date
|
No. of
shares
|
Issue
Price
|
Share
Capital
|
Share
Premium
|
Merger
Relief
|
Total
|
|
|
#
|
£
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Balance at 1 January
2022
|
179,369,199
|
|
1,793
|
39,273
|
94,911
|
135,977
|
|
|
|
|
|
|
|
|
No
movements in the year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
179,369,199
|
-
|
1,793
|
39,273
|
94,911
|
135,977
|
|
|
|
|
|
|
|
|
Share
premium account cancellation
|
29-Jun-23
|
-
|
-
|
-
|
(39,273)
|
-
|
(39,273)
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
179,369,199
|
|
1,793
|
-
|
94,911
|
96,704
|
32. Own shares
At 31 December 2023 the Group's
Employee Benefit Trust held 2,926,617 (2022: 2,963,283) ordinary
shares in Distribution Finance Capital Holdings plc to meet
obligations under the Company's share and share option plans. The
shares are stated at cost and their market value at 31 December
2023 was £658,489 (2022: £992,700).
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
(364)
|
(364)
|
Acquisition of shares
|
(67)
|
-
|
Settlement of employee share awards
|
30
|
-
|
At 31
December
|
(401)
|
(364)
|
33. Merger reserve
There were no movements relating to
the merger reserve account during years ended 31 December 2023 and
31 December 2022.
34. Lease liabilities
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
At 1
January
|
395
|
504
|
Initial
recognition
|
365
|
-
|
Interest
expense
|
76
|
21
|
Lease
payments
|
(227)
|
(141)
|
Lease
modification
|
596
|
11
|
At 31
December
|
1,205
|
395
|
During the year ended 31 December
2023, the Group entered into a new lease agreement for additional
office space at its Manchester headquarters. The Group has
recognised £365,000 of additional lease payment obligations in
respect to this new agreement.
In conjunction to the above new
lease, the Group reviewed the expected term of the existing lease
agreement of the Manchester headquarters office, which resulted in
a lease modification of £596,218 - refer to note 18 for further
details.
The fair value of the Group's lease
obligations as at 31 December 2023 is estimated to be £1,205,000
(2022: £395,000) using a discount rate between 5% to 10%. The
discount rate is equivalent to the Group's incremental borrowing
rate which would be incurred for the financing of a similar asset
under similar terms as the lease arrangement.
The Group does not face a
significant liquidity risk with regard to its lease liabilities.
Lease liabilities are monitored within the Group's treasury
function.
All lease obligations are
denominated in currency units.
The maturity analysis of lease
liabilities is as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Analysed
as:
|
|
|
Non-current
|
148
|
109
|
Current
|
1,057
|
395
|
Total lease
liabilities
|
1,205
|
504
|
|
|
|
Maturity
analysis of expected lease payments:
|
|
|
Year
1
|
253
|
162
|
Year
2
|
252
|
184
|
Year
3
|
252
|
79
|
Year
4
|
253
|
-
|
Year
5
|
252
|
-
|
Onwards
|
360
|
-
|
Total expected lease
payments
|
1,622
|
425
|
|
|
|
Less:
unearned interest
|
(417)
|
(30)
|
|
|
|
Total lease
liabilities
|
1,205
|
395
|
35. Customer deposits
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Retail
deposits
|
574,622
|
479,736
|
Total customer
deposits
|
574,622
|
479,736
|
|
|
|
Amounts
repayable within one year
|
512,168
|
364,674
|
Amounts
repayable after one year
|
62,454
|
115,062
|
|
574,622
|
479,736
|
Refer to note 39 for the maturity
profile of the customer deposit balances.
36. Financial liabilities
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Lease
liabilities
|
1,205
|
395
|
Preference shares
|
50
|
50
|
Total financial
liabilities
|
1,255
|
445
|
Lease liabilities:
See note 34 for further details on
the lease liabilities of the Group.
Preference shares:
In April 2019, a sole member
decision was granted the allocation of 50,000 non-voting paid up
redeemable preference shares of £1.00 each. The preference shares
have no attached interest rate, dividends or return on capital.
These preference shares are deemed as paid in full with the
Director undertaking to pay the consideration of the preference
shares by 1 April 2024. The preference shares have no contractual
maturity date but will be redeemed in the future out of the
proceeds of any issue of new ordinary shares by the Company or when
it has available distributable profits. Given these characteristics
the preference shares are recognised as a non-current liability
with no equity component.
The maturity profile of the
financial liabilities are as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Current
liabilities
|
148
|
145
|
Non-current liabilities
|
1,107
|
300
|
Total financial
liabilities
|
1,255
|
445
|
Refer to note 39 for changes in
financial liabilities balances during the year, including both cash
and non-cash changes, as classified within the Group's consolidated
cash flow statement under cash flows from financing
activities.
37. Subordinated
liabilities
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Tier 2
notes
|
10,000
|
-
|
Accrued
interest
|
269
|
-
|
Deferred
acquisition costs
|
(48)
|
-
|
Total subordinated
liabilities
|
10,221
|
-
|
In September 2023 the Group entered
into a non-dilutive Tier 2 capital facility from British Business
Investments, with an initial £5m drawdown on inception and a
further £5m drawdown in October 2023. The contractual term dates
for the notes are 5 years from the respective drawdown date. The
Group is required to pay bi-annual coupons with a full principal
repayment due on the maturity date.
Refer to note 39 for changes in
subordinated liabilities balances during the year, including both
cash and non-cash changes, as classified within the Group's
consolidated cash flow statement under cash flows from financing
activities.
Refer to note 39 for the maturity
profile of the subordinated liabilities.
38.
Trade and other payables
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Current
liabilities
|
|
|
Trade
payables
|
528
|
218
|
Social
security and other taxes
|
132
|
360
|
Other
creditors
|
875
|
2,993
|
Pension
contributions
|
71
|
-
|
Accruals
|
2,621
|
2,446
|
Total current
liabilities
|
4,227
|
6,017
|
|
|
|
Non-current
liabilities
|
|
|
Social
security and other taxes
|
70
|
24
|
Total non-current
liabilities
|
70
|
24
|
|
|
|
Total trade and other
payables
|
4,297
|
6,041
|
39. Financial
instruments
The Directors have performed an
assessment of the risks affecting the Group through its use of
financial instruments and believe the principal risks to be:
Treasury (covering capital management, liquidity and interest rate
risk); and Credit risk.
This note describes the Group's
objectives, policies and processes for managing the material risks
and the methods used to measure them. The significant accounting
policies regarding financial instruments are disclosed in note
2.
Capital management
The Group manages its capital to
ensure that it will be able to continue as a going concern while
providing an adequate return to shareholders.
The capital structure of the Group
consists of financial liabilities (see note 36), subordinated
liabilities (see note 37) and equity (comprising issued capital,
merger relief, reserves, own shares and retained earnings - see
notes 31 to 33).
As a regulated banking Group, the
Group is required by the Prudential Regulation Authority (PRA) to
hold sufficient regulatory capital. The Group is required by the
PRA to conduct an Internal Capital Adequacy Assessment Process
("ICAAP") to assess the appropriate amount of regulatory capital to
be held by the Group as a measure of its risk weighted assets
("RWAs"), in accordance with the Group's risk management framework.
The ICAAP identifies all key risks to the Bank and how the Group
manages these risks. The document outlines the capital resources of
the Group, its perceived capital requirements, and capital adequacy
over a 3-year period. Within this process the Group conducts a
stress testing process to identify key risks, the potential capital
requirements and whether the Group has sufficient capital buffers
to sustain such events. The Group uses the Standardised Approach
(SA) for calculating the capital requirements for credit risk, and
Counterparty Credit Risk (SA-CCR) and the Basic Indicator Approach
(BIA) for operational risk. The ICAAP is approved by the Group
Board at least annually.
The regulatory capital resources of
the Group were as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
CET1
capital: instruments and reserves
|
|
|
Called up
share capital
|
1,793
|
1,793
|
Share
premium accounts
|
-
|
39,273
|
Retained
earnings account
|
24,537
|
(28,447)
|
Accumulated other comprehensive income & other
reserves
|
74,084
|
83,620
|
CET1 capital before
regulatory adjustments
|
100,414
|
96,239
|
|
|
|
CET1
capital: regulatory adjustments
|
|
|
Intangible assets
|
(618)
|
(877)
|
Investment in own shares
|
(2,120)
|
(2,303)
|
Prudent
valuation adjustment
|
(15)
|
(23)
|
Deferred
tax asset
|
(7,111)
|
(8,457)
|
Exposure
amount qualifying for a RW of 1250%
|
(11,281)
|
-
|
CET1
capital
|
79,269
|
84,579
|
|
|
|
Tier 1
capital
|
79,269
|
84,579
|
|
|
|
Tier 2
capital
|
10,269
|
-
|
|
|
|
Total regulatory
capital
|
89,538
|
84,579
|
This table is not subject to
audit.
The return on assets of the Group
(calculated as profit/(loss) after taxation divided by average
total assets) was 0.49% (2022: 2.2%).
Information disclosure under Pillar
3 of the Capital Requirements Directive is published on the Group's
website at www.dfcapital-investors.com
Principal financial
instruments
The principal financial instruments
to which the Group is party, and from which financial instrument
risk arises, are as follows:
· Cash
and balances at central banks, which are considered risk
free;
· Loans and advances to banks, which can be a source of credit
risk but are primarily liquid assets available to further business
objectives or to settle liabilities as necessary;
· Loans and advances to customers, primarily credit risk,
interest rate risk, and liquidity risk;
· Debt
securities, source of interest rate risk;
· Derivative instruments, credit and liquidity risk;
· Customer deposits, primarily interest rate risk and liquidity
risk;
· Subordinated liabilities, primarily interest rate risk and
liquidity risk;
· Trade receivables, primarily credit risk and liquidity
risk;
· Trade and other payables, primarily credit risk and liquidity
risk;
Summary
of financial assets and liabilities:
Below is a summary of the financial
assets and liabilities held on the Group's statement of financial
position at the reporting dates. These values are reflected at
their carrying amounts at the respective reporting date:
|
Amortised
cost
|
Fair value through other
comprehensive income
|
Fair value through profit or
loss
|
Total
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Financial
assets:
|
|
|
|
|
Cash and
balances at central banks
|
89,552
|
-
|
-
|
89,552
|
Loans and
advances to banks
|
3,475
|
-
|
-
|
3,475
|
Debt
securities
|
-
|
14,839
|
-
|
14,839
|
Derivative assets
|
-
|
-
|
537
|
537
|
Loans and
advances to customers
|
568,044
|
-
|
-
|
568,044
|
Trade
receivables
|
3,706
|
-
|
-
|
3,706
|
Other
receivables
|
452
|
-
|
-
|
452
|
Total financial
assets
|
665,229
|
14,839
|
537
|
680,605
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
Customer
deposits
|
574,622
|
-
|
-
|
574,622
|
Derivative liabilities
|
-
|
-
|
565
|
565
|
Other
financial liabilities
|
1,205
|
-
|
-
|
1,205
|
Subordinated liabilities
|
10,221
|
-
|
-
|
10,221
|
Trade
payables
|
528
|
-
|
-
|
528
|
Other
payables
|
1,148
|
-
|
-
|
1,148
|
Preference shares
|
50
|
-
|
-
|
50
|
Total financial
liabilities
|
587,774
|
-
|
565
|
588,339
|
|
Amortised
cost
|
Fair value through other
comprehensive income
|
Fair value through profit or
loss
|
Total
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
Financial
assets:
|
|
|
|
|
Cash and
balances at central banks
|
107,353
|
-
|
-
|
107,353
|
Loans and
advances to banks
|
3,848
|
-
|
-
|
3,848
|
Debt
securities
|
-
|
22,964
|
-
|
22,964
|
Derivative assets
|
-
|
-
|
57
|
57
|
Loans and
advances to customers
|
435,883
|
-
|
-
|
435,883
|
Trade
receivables
|
749
|
-
|
-
|
749
|
Other
receivables
|
273
|
-
|
-
|
273
|
Total financial
assets
|
548,106
|
22,964
|
57
|
571,127
|
|
|
|
|
|
31 December
2022
|
|
|
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
Customer
deposits
|
479,736
|
-
|
-
|
479,736
|
Derivative liabilities
|
-
|
-
|
42
|
42
|
Other
financial liabilities
|
395
|
-
|
-
|
395
|
Trade
payables
|
218
|
-
|
-
|
218
|
Other
payables
|
3,377
|
-
|
-
|
3,377
|
Preference shares
|
50
|
-
|
-
|
50
|
Total financial
liabilities
|
483,776
|
-
|
42
|
483,818
|
Analysis
of financial instruments by valuation model
The Group measures fair values using
the following hierarchy of methods:
· Level 1 - Quoted market price in an active market for an
identical instrument
· Level 2 - Valuation techniques based on observable inputs.
This category includes instruments valued using quoted market
prices in active markets for similar instruments, quoted prices for
similar instruments that are considered less than active, or other
valuation techniques where all significant inputs are directly or
indirectly observable from market data
· Level 3 - Inputs for the assets or liabilities that are not
based on observable market data (unobservable
inputs).
Financial
assets and liabilities that are not measured at fair
value:
|
Carrying
amount
|
Fair value
|
Level 1
|
Level 2
|
Level 3
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial
assets not measured at fair value:
|
|
|
|
|
Cash and
balances at central banks
|
89,552
|
89,552
|
89,552
|
-
|
-
|
Loans and
advances to banks
|
3,475
|
3,475
|
3,475
|
-
|
-
|
Loans and
advances to customers
|
568,044
|
568,044
|
-
|
-
|
568,044
|
Trade
receivables
|
3,706
|
3,706
|
-
|
-
|
3,706
|
Other
receivables
|
452
|
452
|
-
|
-
|
452
|
|
665,229
|
665,229
|
93,027
|
-
|
572,202
|
|
|
|
|
|
|
Financial
liabilities not measured at fair value:
|
|
|
|
|
Customer
deposits
|
574,622
|
574,177
|
-
|
-
|
574,177
|
Other
financial liabilities
|
1,205
|
1,205
|
-
|
-
|
1,205
|
Subordinated liabilities
|
10,221
|
10,742
|
-
|
10,742
|
-
|
Trade
payables
|
528
|
528
|
-
|
-
|
528
|
Other
payables
|
1,148
|
1,148
|
-
|
-
|
1,148
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
|
587,774
|
587,850
|
-
|
10,742
|
577,108
|
|
Carrying
amount
|
Fair value
|
Level 1
|
Level 2
|
Level 3
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial
assets not
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Cash and
balances at central banks
|
107,353
|
107,353
|
107,353
|
-
|
-
|
Loans and
advances to banks
|
3,848
|
3,848
|
3,848
|
-
|
-
|
Loans and
advances to customers
|
435,883
|
435,883
|
-
|
-
|
435,883
|
Trade
receivables
|
749
|
749
|
-
|
-
|
749
|
Other
receivables
|
273
|
273
|
-
|
-
|
273
|
|
548,106
|
548,106
|
111,201
|
-
|
436,905
|
|
|
|
|
|
|
31 December
2022
|
|
|
|
|
|
|
|
|
|
|
|
Financial
liabilities not
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Customer
deposits
|
479,736
|
478,800
|
-
|
-
|
478,800
|
Other
financial liabilities
|
395
|
395
|
-
|
-
|
395
|
Trade
payables
|
218
|
218
|
-
|
-
|
218
|
Other
payables
|
3,377
|
3,377
|
-
|
-
|
3,377
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
|
483,776
|
482,840
|
-
|
-
|
482,840
|
Where assets and liabilities are not
measured at fair value, the Group has calculated their fair values
at the reporting date as follows:
Cash and balances at
central banks
This represents cash held at central
banks where fair value is considered to be equal to carrying
value.
Loans and advances to
banks
This mainly represents the Group's
working capital current accounts with other banks with an original
maturity of less than three months. Fair value is not considered to
be materially different to carrying value.
Loans and advances to
customers
Due to the short-term nature of
loans and advances to customers, their carrying value is considered
to be approximately equal to their fair value. These items are
short term in nature such that the impact of the choice of discount
rate would not make a material difference to the
calculations.
Customer
deposits
The fair value of fixed rate retail
deposits has been estimated by discounting future cash flows at
current market rates of interest. Retail deposits at variable rates
and deposits payable on demand are considered to be at current
market rates and as such fair value is estimated to be equal to
carrying value.
Subordinated
liabilities
The fair value of the subordinated
liabilities is estimated by discounting the expected cashflows
using an interest rate for similar liabilities with the same
remaining maturity rate and credit profile.
Trade and other
receivables, other borrowings and other
liabilities
These represent short-term
receivables and payables and as such their carrying value is
considered to be equal to their fair value.
Financial assets and liabilities
included in the statement of financial position that are measured
at fair value:
|
Carrying
amount
|
Principal
amount
|
Level 1
|
Level 2
|
Level 3
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial
assets measured at fair value:
|
|
|
|
|
Debt
securities
|
14,839
|
15,000
|
14,839
|
-
|
-
|
Derivative assets
|
537
|
45,000
|
-
|
537
|
-
|
|
15,376
|
60,000
|
14,839
|
537
|
-
|
|
|
|
|
|
|
Financial
liabilities measured at fair value:
|
|
|
|
|
Derivative liabilities
|
565
|
100,000
|
-
|
565
|
-
|
|
565
|
100,000
|
-
|
565
|
-
|
|
Carrying
amount
|
Principal
amount
|
Level 1
|
Level 2
|
Level 3
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial
assets
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Debt
securities
|
22,964
|
23,000
|
22,964
|
-
|
-
|
Derivative assets
|
57
|
70,000
|
-
|
57
|
-
|
|
23,021
|
93,000
|
22,964
|
57
|
-
|
|
|
|
|
|
|
Financial
liabilities
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Derivative liabilities
|
42
|
20,000
|
-
|
42
|
-
|
|
42
|
20,000
|
-
|
42
|
-
|
Debt
securities
The debt securities carried at fair
value by the Company are treasury bills and government gilts.
Treasury bills and government gilts are traded in active markets
and fair values are based on quoted market prices.
There were no transfers between
levels during the periods, all debt securities have been measured
at level 1 from acquisition.
Derivatives
Derivative instruments fair values are provided by a third
party and are based on the market values of similar financial
instruments. The fair value of investment securities held at FVTPL
is measured using a discounted cash flow model.
Financial
risk management
The Group's activities and the
existence of the above financial instruments expose it to a variety
of financial risks.
The Board has overall responsibility
for the determination of the Group's risk management objectives and
policies. The overall objective of the Board is to set policies
that seek to reduce ongoing risk as far as possible without unduly
affecting the Group's competitiveness and
flexibility.
The Group is exposed to the
following financial risks:
· Credit risk
· Liquidity risk
· Interest rate risk
Further details regarding these
policies are set out below.
Credit
risk
Credit risk is the risk that a
customer or counterparty will default on its contractual
obligations resulting in financial loss to the Group. One of the
Group's main income generating activities is lending to customers
and therefore credit risk is a principal risk. Credit risk
mainly arises from loans and advances to customers. The Group
considers all elements of credit risk exposure such as counterparty
default risk, geographical risk and sector risk for risk management
purposes.
Credit
risk management
The Group has a dedicated credit
risk function, which is responsible for individual credit
assessment, portfolio management, asset monitoring, collections and
recoveries. Furthermore, it manages the Group's credit risk
by:
· Ensuring that the Group has appropriate credit risk
practices, including an effective system of internal
control;
· Identifying, assessing and measuring credit risks across the
Group from an individual instrument to a portfolio
level;
· Creating relevant policies to protect the Group against the
identified risks including the requirements to obtain collateral
from borrowers, to perform robust ongoing credit assessment of
borrowers and to continually monitor exposures against internal
risk limits;
· Limiting concentrations of exposure by type of asset,
counterparty, industry, credit rating, geographic
location;
· Establishing a robust control framework regarding the
authorisation structure for the approval and renewal of credit
facilities;
· Established practises to identify and manage risks within the
portfolio;
· Developing and maintaining the Group's risk grading to
categorise exposures according to the degree of risk default. Risk
grades are subject to regular reviews; and
· Developing and maintaining the Group's processes for
measuring Expected Credit Loss (ECL) including monitoring of credit
risk, incorporation of forward-looking information and the method
used to measure ECL.
Significant increase in credit risk
The Group continuously monitors all
assets subject to Expected Credit Loss as to whether there has been
a significant increase in credit risk since initial recognition,
either through a significant increase in Probability of Default
("PD") or in Loss Given Default ("LGD").
The
following is based on the procedures adopted by the Group for the
year ended 31 December 2023:
Granting of
credit
The commercial team prepare a Credit
Application which sets out the rationale and the pricing for the
proposed loan facility, and confirms that it meets the Group's
product, manufacturer programme and pricing policies. The
Application will include the proposed counterparty's latest
financial information and any other relevant information but as a
minimum:
· Details of the limit requirement e.g. product, amount, tenor,
repayment plan etc,
· Facility purpose or reason for increase,
· Counterparty details, background, management, financials and
ratios (actuals and forecast),
· Key
risks and mitigants for the application,
· Conditions, covenants & information (and monitoring
proposals) and security (including comments on
valuation),
· Pricing,
· Confirmation that the proposed exposure falls within risk
appetite,
· Clear indication where the application falls outside of risk
appetite.
Other information which can be
considered includes (where necessary and available):
· Existing counterparty which has met all obligations in time
and in accordance with loan agreements,
· Counterparty known to credit personnel who can confirm
positive experience,
· Additional security, either tangible or personal guarantees
where there is verifiable evidence of personal net
worth,
· A
commercial rationale for approving the application, although this
mitigant will generally be in addition to at least one of the other
mitigants.
The credit risk function will
analyse the financial information, obtain reports from a credit
reference agency, allocate a risk rating, and make a decision on
the application. The process may require further dialogue with the
Business Development Team to ascertain additional information or
clarification.
Each mandate holder is authorised to
approve loans up to agreed financial limits and provided that the
risk rating of the counterparty is within agreed parameters. If the
financial limit requested is higher than the credit authority of
the first reviewer of the loan facility request, the application is
sent to the next credit authority level with a
recommendation.
Transactional Credit Committee
considers all applications that are outside the credit approval
mandate of the Director - Credit due to the financial limit
requested. There is an agreed further escalation to the Board Risk
Committee for the largest transactions which fall outside of the
Transactional Credit Committee.
Identifying significant increases in credit
risk
The short tenor of the current loan
facilities reduces the possible adverse effect of changes in
economic conditions and/or the credit risk profile of the
counterparty.
The Group nonetheless measures a
change in a counterparty's credit risk mainly on payment
performance and end of contract repayment behaviour. The regular
collateral audit process and interim reviews may highlight other
changes in a counterparty's risk profile, such as the security
asset no longer being under the control of the borrower. The
Group views a significant increase in credit risk as:
· A
two-notch reduction in the Company's counterparty's risk rating, as
notified through the credit rating agency alert system.
· a
presumption that an account which is more than 30 days past due has
suffered a significant increase in credit risk. IFRS 9 allows this
presumption to be rebutted, but the Group believes that more than
30 days past due to be an appropriate back stop measure and
therefore has not rebutted the presumption.
· A
counterparty defaults on a payment due under a loan
agreement.
· Late
contractual payments which although cured, re-occur on a regular
basis.
· Counterparty confirmation that it has sold Group financed
assets but delays in processing payments.
· Evidence of a reduction in a counterparty's working capital
facilities which has had an adverse effect on its
liquidity.
· Evidence of actual or attempted sales out of trust or of
double financing, of assets funded by the Group.
An increase in significant credit
risk is identified when any of the above events happen after the
date of initial recognition.
Identifying loans and
advances in default and credit impaired
The Group's definition of default for
this purpose is:
· A
counterparty defaults on a payment due under a loan agreement and
that payment is more than 90 days overdue;
· A
counterparty commits an event of default under the terms and
conditions of the loan agreement which leads the lending company to
believe that the borrower's ability to meet its credit obligations
to the lending company is in doubt; or
· The
Group is made aware of a severe deterioration of the credit profile
of the customer which is likely to impede the customers' ability to
satisfy future payment obligations.
In the normal course of economic
cyclicality, the short tenor of the loans extended by the Group
means that significant economic events are unlikely to influence
counterparties' ability to meet their obligations to the
Group.
Exposure at default (EAD)
Exposure at default ("EAD") is the
expected loan balance at the point of default. Where a receivable
is not classified as being in default at the reporting date, the
Group have included reasonable assumptions to add unaccrued
interest and fees up to the receivable becoming 91 days past due,
which is considered to be the point of default.
Expected credit losses
(ECL)
The ECL on an individual loan is
based on the credit losses expected to arise over the life of the
loan, being defined as the difference between all the contractual
cash flows that are due to the Group and the cash flows that it
expects to receive. This difference is then discounted at the
original effective interest rate on the loan to reflect the
disposal period of such assets underlying the original
contract.
Regardless of the loan status
stage, the aggregated ECL is the value that the Group expects to lose on its current
loan book having assessed each loan individually.
To calculate the ECL on a loan,
the Group considers:
1. Counterparty PD; and
2. LGD on the asset
whereby:
ECL = EAD x PD x LGD
Forward looking information
In its ECL models, the Group
applies sensitivity analysis of forward-looking economic inputs.
When formulating the economic scenarios, the Group considers both
macro-economic factors and other specific drivers which may trigger
a certain stress scenario. The impact of movements in these
macro-economic factors are assessed on a 12-month basis from the
reporting date (31 December).
Maximum
exposure to credit risk:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Loans and
advances to banks
|
3,475
|
3,848
|
Derivative assets
|
537
|
57
|
Loans and
advances to customers
|
568,044
|
435,883
|
Trade and
other receivables
|
4,158
|
1,022
|
|
576,214
|
440,810
|
Collateral held as security:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Fully
collateralised:
|
|
|
Loan-to-value* ratio:
|
|
|
Less than
50%
|
14,261
|
2,798
|
51% to
70%
|
56,482
|
36,764
|
71% to
80%
|
93,582
|
63,239
|
81% to
90%
|
108,833
|
69,499
|
91% to
100%
|
291,266
|
264,118
|
Total collateralised
lending
|
564,424
|
436,418
|
|
|
|
Partially collateralised
lending
|
-
|
-
|
|
|
|
Unsecured
lending
|
19,703
|
4,866
|
* Calculated using wholesale
collateral values. Wholesale collateral values represent the
invoice total (including applicable VAT) from the invoice received
from the supplier of the product. The wholesale amount is less than
the recommended retail price (RRP) of the product.
The Group's lending activities are asset
based so it expects that the majority of its exposure is secured by
the collateral value of the asset that has been funded under the
loan agreement. The Group has title to the
collateral which is funded under loan agreements. The collateral
includes boats, motorcycles, recreational vehicles, caravans, light
commercial vehicles, industrial and agricultural equipment. The
collateral has low depreciation and is not subject to rapid
technological changes or redundancy. There has been no change in
the Group's assessment of collateral and its underlying value in
the reporting period.
The assets are generally in the
counterparty's possession, but this is controlled and managed by
the asset audit process. The audit process checks on a
periodic basis that the asset is in the counterparty's possession
and has not been sold out of trust or is otherwise not in the
counterparty's control. The frequency of the audits is
initially determined by the risk rating assessed at the time that
the borrowing facility is first approved and is assessed on an
ongoing basis.
Additional security may also be
taken to further secure the counterparty's obligations and further
mitigate risk. Further to this, in many cases, the
Group is often granted,
by the counterparty, an option to sell-back the underlying
collateral.
Based on the Group's current principal products, the counterparty repays
its obligation under a loan agreement with the Group at or before
the point that it sells the asset. If the asset is not sold and the
loan agreement reaches maturity, the counterparty is required to
pay the amount due under the loan agreement plus any other amounts
due. In the event that the counterparty does not pay on the due
date, the Group's customer management process will maintain
frequent contact with the counterparty to establish the reason for
the delay and agree a timescale for payment. Senior Management will
review actions on a regular basis to ensure that the Group's
position is not being prejudiced by delays.
In the event the Group determines that payment will not be made
voluntarily, it will enforce the terms of its loan agreement and
recover the asset, initiating legal proceedings for delivery, if
necessary. If there is a shortfall between the net sales proceeds
from the sale of the asset and the counterparty's obligations under
the loan agreement, the shortfall is payable by the counterparty on
demand.
As at 31 December 2023, 96.6% of the
loan portfolio was fully collateralised (2022: 99.4%).
Concentration of credit risk
The Group maintains policies and
procedures to manage concentrations of credit at the counterparty
level and industry level to achieve a diversified loan
portfolio.
The below table analyses gross
carrying amount and impairment allowance by counterparty industry
sector:
|
31 December
2023
|
31 December
2022
|
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
|
|
|
|
|
Gross
carrying amount:
|
|
|
|
|
Lodges
and holiday homes
|
148,441
|
25.4%
|
118,156
|
26.8%
|
Motorhomes and caravans
|
131,478
|
22.5%
|
83,420
|
18.9%
|
Transport
|
130,982
|
22.4%
|
113,595
|
25.7%
|
Marine
|
55,981
|
9.6%
|
47,713
|
10.8%
|
Industrial equipment
|
35,926
|
6.2%
|
30,159
|
6.8%
|
Motor
vehicles
|
27,458
|
4.7%
|
20,767
|
4.7%
|
Agricultural equipment
|
26,995
|
4.6%
|
24,555
|
5.6%
|
Wholesale
|
18,500
|
3.2%
|
-
|
0.0%
|
Automotive
|
8,366
|
1.4%
|
2,919
|
0.7%
|
Total gross carrying
amount
|
584,127
|
100%
|
441,284
|
100%
|
|
|
|
|
|
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
|
|
|
|
|
Impairment allowance:
|
|
|
|
|
Lodges
and holiday homes
|
(11,428)
|
7.7%
|
(1,704)
|
1.4%
|
Motorhomes and caravans
|
(454)
|
0.3%
|
(227)
|
0.3%
|
Transport
|
(563)
|
0.4%
|
(445)
|
0.4%
|
Marine
|
(773)
|
1.4%
|
(304)
|
0.6%
|
Industrial equipment
|
(87)
|
0.2%
|
(74)
|
0.2%
|
Motor
vehicles
|
(312)
|
1.1%
|
(277)
|
1.3%
|
Agricultural equipment
|
(688)
|
2.5%
|
(662)
|
2.7%
|
Wholesale
|
(251)
|
1.4%
|
-
|
0.0%
|
Automotive
|
(40)
|
0.5%
|
(27)
|
0.9%
|
Total impairment
allowance
|
(14,596)
|
2.5%
|
(3,720)
|
0.8%
|
Credit
quality
The Risk Rating is an internal
rating system of counterparty credit risk whereby the Group will
allocate a rating from 1 to 9, 1 being the highest level of credit
quality and 9 being the lowest level of credit quality. The Group
uses Experian Delphi scores to set Risk Ratings which in turn
determine the probability of default for each Counterparty. In the
majority of cases, the Experian Delphi score will be used without
management override adjustments. However, where the Delphi score
differs from the Group's assessment of credit risk and/or where a
Delphi score cannot be derived such as in the case of sole traders
or unincorporated partnerships, either a Delphi score uplift or a
Delphi score equivalent is utilised to calculate DFC's internal
risk rating. The Risk Rating for each counterparty is reviewed on
an ongoing basis and recorded as at the reporting date.
An analysis of the Group's credit
risk exposure for loan and advances to customers, internal rating
and "stage" is provided in the following tables. A
description of the meanings of Stages 1, 2 and 3 was given in the
accounting policies set out above. See below table of gross loan
receivables by Risk Rating and IFRS 9 stage allocation:
31 December
2023
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
|
|
|
|
|
|
|
|
|
Gross
carrying amount:
|
|
|
|
|
|
|
|
|
Above
average (Risk rating 1-2)
|
432,493
|
74%
|
-
|
0%
|
763
|
0%
|
433,256
|
74%
|
Average
(Risk rating 3-5)
|
93,568
|
16%
|
17,729
|
3%
|
1,850
|
0%
|
113,147
|
19%
|
Below
average (Risk rating 6+)
|
19,891
|
3%
|
3,323
|
1%
|
14,510
|
3%
|
37,724
|
7%
|
Total gross carrying
amount
|
545,952
|
93%
|
21,052
|
4%
|
17,123
|
3%
|
584,127
|
100%
|
|
|
|
|
|
|
|
|
|
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
|
|
|
|
|
|
|
|
|
Impairment allowance:
|
|
|
|
|
|
|
|
|
Above
average (Risk rating 1-2)
|
(1,483)
|
0.3%
|
-
|
0.0%
|
(526)
|
68.9%
|
(2,009)
|
0.5%
|
Average
(Risk rating 3-5)
|
(860)
|
0.9%
|
(150)
|
0.8%
|
(315)
|
17.0%
|
(1,325)
|
1.2%
|
Below
average (Risk rating 6+)
|
(179)
|
0.9%
|
(10)
|
0.3%
|
(11,073)
|
76.3%
|
(11,262)
|
29.9%
|
Total impairment
allowance
|
(2,522)
|
0.5%
|
(160)
|
0.8%
|
(11,914)
|
69.6%
|
(14,596)
|
2.5%
|
31 December
2022
|
Stage 1
|
Stage 2
|
Stage 3
|
Total
|
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
£'000
|
Portfolio
%
|
|
|
|
|
|
|
|
|
|
Gross
carrying amount:
|
|
|
|
|
|
|
|
|
Above
average (Risk rating 1-2)
|
267,000
|
61%
|
6,629
|
2%
|
-
|
0%
|
273,629
|
62%
|
Average
(Risk rating 3-5)
|
110,818
|
25%
|
5,433
|
1%
|
14,757
|
3%
|
131,008
|
30%
|
Below
average (Risk rating 6+)
|
32,938
|
7%
|
1,261
|
0%
|
2,448
|
1%
|
36,647
|
8%
|
Total gross carrying
amount
|
410,756
|
93%
|
13,323
|
3%
|
17,205
|
4%
|
441,284
|
100%
|
|
|
|
|
|
|
|
|
|
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
£'000
|
ECL coverage
%
|
|
|
|
|
|
|
|
|
|
Impairment allowance:
|
|
|
|
|
|
|
|
|
Above
average (Risk rating 1-2)
|
(475)
|
0.2%
|
(17)
|
0.3%
|
-
|
0.0%
|
(492)
|
0.2%
|
Average
(Risk rating 3-5)
|
(981)
|
0.9%
|
(46)
|
0.8%
|
(1,292)
|
8.8%
|
(2,319)
|
1.8%
|
Below
average (Risk rating 6+)
|
(487)
|
1.5%
|
(21)
|
1.7%
|
(401)
|
16.4%
|
(909)
|
2.5%
|
Total impairment
allowance
|
(1,943)
|
0.5%
|
(84)
|
0.6%
|
(1,693)
|
9.8%
|
(3,720)
|
0.8%
|
See note 20 for analysis of the
movements in gross loan receivables and impairment allowances in
terms of IFRS 9 staging.
Analysis of credit quality of trade
receivables:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Status at
balance sheet date:
|
|
|
Not past
due, nor defaulted
|
3,513
|
563
|
Past due
but not in default
|
210
|
29
|
Defaulted
|
242
|
258
|
Total gross carrying
amount
|
3,965
|
850
|
|
|
|
Impairment allowance
|
(259)
|
(101)
|
Carrying
amount
|
3,706
|
749
|
See note 24 for analysis of the
movements in gross trade receivables and impairment allowances in
terms of IFRS 9 staging.
Financial
guarantee schemes
In the year ended 31 December 2023,
the Group entered into financial guarantee schemes which allow the
Group to reduce its regulatory capital requirements.
In January 2023 the Group entered
into the ENABLE guarantee scheme with the British Business Bank for
an initial facility of £175m which provided the Group with
incremental capacity to scale its loan book without the need for
additional Tier 1 equity capital by up to £75m. In August 2023, the
facility size was increased to £250m which increased this
incremental capacity to £105m. The Group has considered the
impact of the ENABLE guarantee scheme on its expected credit losses
which has been deemed to have an immaterial net impact on the
Group's impairment allowances given the recourse criteria
thresholds on the scheme. The guarantees is a mitigant against
significant systemic, portfolio-level loss events but is very
unlikely to be drawn upon in the natural course of
business.
In December 2023, the Group entered
into a trade credit insurance policy covering a portion of the
Group's loan book exposure in the case of default to a maximum
limit of £10m. Given the scheme size at the year-end it is
deemed to have an immaterial net impact on the Group's impairment
allowances.
Amounts
written off
The contractual amount outstanding
on financial assets that were written off during the reporting
period and are still subject to enforcement activity is £208,000 at
31 December 2023 (31 December 2022: £nil).
Liquidity
risk
Liquidity risk is the risk that the
Group does not have sufficient financial resources to meet its
obligations as they fall due or will have to do so at an excessive
cost. This risk arises from mismatches in the timing of cash flows
which is inherent in all finance operations and can be affected by
a range of Group-specific and market-wide events.
Liquidity risk
management
The Group has in place a policy and
control framework for managing liquidity risk. The Group's Asset
and Liability Management Committee (ALCO) is responsible for
managing the liquidity risk via a combination of policy formation,
review and governance, analysis, stress testing, limit setting and
monitoring. The ALCO meets on a monthly basis to review the
liquidity position and risks.
The Bank has a comprehensive suite
of liquidity management processes in place, which allow the Bank to
monitor liquidity risk on a daily basis. Daily liquidity reporting
is supplemented by Early Warning Indicators and a Liquidity
Contingency Plan.
Liquidity stress
testing
Stress Testing is a key risk
management tool for the Bank and is used to inform the setting of
risk appetite limits and required buffers.
A range of liquidity stress
scenarios has been conducted (as detailed in the Internal Liquidity
Adequacy Assessment Process "ILAAP" document), which demonstrates
that the Group's liquidity profile is sufficient to withstand a
severe stress.
Maturity
analysis for financial assets:
The
following maturity analysis is based on expected gross cash flows:
|
Carrying
amount
|
Gross nominal
inflow
|
Less than 1
month
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Cash and
balances at central banks
|
89,552
|
89,552
|
89,552
|
-
|
-
|
-
|
-
|
Loans and
advances to banks
|
3,475
|
3,475
|
1,325
|
(49)
|
(173)
|
2,372
|
|
Debt
securities
|
14,839
|
15,075
|
-
|
-
|
15,075
|
-
|
-
|
Derivative assets
|
537
|
537
|
-
|
-
|
7
|
530
|
-
|
Loans and
advances to customers
|
568,044
|
573,485
|
77,060
|
174,366
|
280,617
|
41,442
|
-
|
Trade
receivables
|
3,706
|
3,965
|
3,965
|
-
|
-
|
-
|
-
|
Other
receivables
|
452
|
452
|
145
|
1
|
51
|
4
|
251
|
|
680,605
|
686,541
|
172,047
|
174,318
|
295,577
|
44,348
|
251
|
|
Carrying
amount
|
Gross nominal
inflow
|
Less than 1
month
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Cash and
balances at central banks
|
107,353
|
107,353
|
107,353
|
-
|
-
|
-
|
-
|
Loans and
advances to banks
|
3,848
|
3,848
|
3,277
|
75
|
(58)
|
554
|
-
|
Debt
securities
|
22,964
|
23,233
|
13,008
|
113
|
10,112
|
-
|
-
|
Derivative assets
|
57
|
20
|
-
|
-
|
39
|
(19)
|
-
|
Loans and
advances to customers
|
435,883
|
439,282
|
58,593
|
138,833
|
219,829
|
22,027
|
-
|
Trade
receivables
|
749
|
850
|
850
|
-
|
-
|
-
|
-
|
Other
receivables
|
273
|
273
|
1
|
-
|
8
|
154
|
110
|
|
571,127
|
574,859
|
183,082
|
139,021
|
229,930
|
22,716
|
110
|
Maturity
analysis for financial liabilities:
The
following maturity analysis is based on contractual gross cash
flows:
|
Carrying
amount
|
Gross nominal
outflow
|
Less than 1
month
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Customer
deposits
|
574,622
|
588,866
|
82,022
|
83,486
|
355,709
|
67,649
|
-
|
Derivative liabilities
|
565
|
565
|
-
|
220
|
345
|
-
|
-
|
Other
financial liabilities
|
1,205
|
1,622
|
-
|
64
|
189
|
1,008
|
361
|
Subordinated liabilities
|
10,221
|
16,350
|
-
|
318
|
953
|
15,079
|
-
|
Trade
payables
|
528
|
528
|
528
|
-
|
-
|
-
|
-
|
Other
payables
|
1,148
|
1,337
|
1,045
|
27
|
7
|
258
|
-
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
-
|
-
|
|
588,339
|
609,318
|
83,595
|
84,115
|
357,253
|
83,994
|
361
|
|
|
|
|
|
|
|
|
Loan
commitments
|
-
|
7,833
|
7,833
|
-
|
-
|
-
|
-
|
|
Carrying
amount
|
Gross nominal
outflow
|
Less than 1
month
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Customer
deposits
|
479,736
|
491,911
|
47,861
|
43,564
|
278,483
|
122,003
|
-
|
Derivative liabilities
|
42
|
68
|
51
|
-
|
-
|
17
|
-
|
Other
financial liabilities
|
395
|
425
|
-
|
23
|
139
|
263
|
-
|
Trade
payables
|
218
|
218
|
218
|
-
|
-
|
-
|
-
|
Other
payables
|
3,377
|
3,249
|
3,212
|
-
|
(33)
|
70
|
-
|
Preference shares
|
50
|
50
|
-
|
-
|
-
|
50
|
-
|
|
483,818
|
495,921
|
51,342
|
43,587
|
278,589
|
122,403
|
-
|
|
|
|
|
|
|
|
|
Loan
commitments
|
-
|
10,663
|
10,663
|
-
|
-
|
-
|
-
|
Market
risk
Market risk is the risk that
movements in market factors, such as foreign exchange rates,
interest rates, credit spreads, equity prices and commodity prices
will reduce the Group's income or the value of its
assets.
The principal market risk to which
the Group is exposed is interest rate risk.
Interest rate risk
management
The Group is exposed to the risk of
loss from fluctuations in the future cash flows or fair values of
financial instruments because of the change in market interest
rates.
The Group's borrowings are either
fixed rate, or administered, (being products where the rate is set
at the DFC's discretion). The Group has no exposure to
LIBOR. These borrowings fund loans and advances to customers
at fixed rate.
The limited average duration of the
loan and deposit book provide a natural mitigant against interest
rate risk. The Bank aims to naturally hedge interest rate risk
through raising funding of a similar profile of the loans being
funded. Where this is not possible, interest rate swaps are used to
manage repricing mismatches.
The Bank evaluates changes in the
economic value of equity calculated under the following six
supervisory shock scenarios referred to in Rule 9.7 of the ICAA
Part of the PRA Rulebook as issued by the Prudential Regulation
Authority (PRA).
The impact of changes in interest
rates has been assessed in terms of economic value of equity (EVE)
and profit or loss. Economic value of equity (EVE) is a cash
flow calculation that takes the present value of all asset cash
flows and subtracts the present value of all liability cash
flows. This is a long-term economic measure used to assess
the degree of interest rate risk exposure.
The estimate that a 200bps upward
and downward movement in interest rates would have impacted the
economic value of equity (EVE) is as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Change in
interest rate (basis points):
|
|
Sensitivity of EVE +200bps
|
(268)
|
658
|
Sensitivity of EVE -200bps
|
273
|
(681)
|
The estimate of the effect on the
next 12 months net interest income using a 200bps upward and 200bps
downward movement in interest rates is as follows:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Change in
interest rate (basis points):
|
|
Sensitivity of profit +200bps
|
911
|
1,868
|
Sensitivity of profit -200bps
|
(1,755)
|
(2,522)
|
In preparing the sensitivity
analyses above, the Group makes certain assumptions consistent with
the expected and contractual re-pricing behaviour as well as
behavioural repayment profiles under the two interest rate
scenarios.
40. Earnings per share
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Earnings
attributable to ordinary shareholders:
|
|
|
Profit
after tax attributable to the shareholders
|
3,155
|
9,761
|
|
|
|
Weighted
average number of shares, thousands:
|
|
|
Basic
|
179,369
|
179,369
|
Dilutive
impact of share-based payment schemes
|
8,125
|
-
|
Diluted
|
187,494
|
179,369
|
|
|
|
Earnings
per share, pence per share:
|
|
|
Basic
|
1.8
|
5.4
|
Diluted
|
1.7
|
5.4
|
41. Controlling party
As at 31 December 2023 there was no
controlling party of the ultimate parent company of the Group,
Distribution Finance Capital Holdings plc.
42.
Country by country reporting (CBCR)
CBCR was introduced through Article
89 of CRD IV, aimed at the banking and capital markets industry.
The name, nature of activities and geographic location of the
Group's companies are presented below:
Jurisdiction
|
Country
|
Name
|
Activities
|
UK
|
England
|
Distribution Finance Capital Holdings plc
|
Holding
company
|
|
|
DF
Capital Bank Limited
|
Commercial lending and specialist personal savings
|
|
|
DF
Capital Financial Solutions Limited
|
Commercial lending
|
Other disclosures required by the
CBCR directive are provided below:
UK totals
|
2023
|
2022
|
|
|
|
Average
number of employees
|
126
|
103
|
Turnover,
£'000
|
60,350
|
26,842
|
Profit
before taxation, £'000
|
4,573
|
1,304
|
Taxation
charge/(credit), £'000
|
1,418
|
(8,457)
|
The tables below reconcile tax
charged and tax paid during the year.
|
2023
|
2022
|
UK totals
|
£'000s
|
£'000s
|
|
|
|
Taxation
charge/(credit)
|
1,418
|
(8,457)
|
Effects
of:
|
|
|
Deferred
taxation asset recognition
|
-
|
9,043
|
Deferred
taxation asset utilisation
|
(1,345)
|
(586)
|
Other
timing differences
|
(73)
|
-
|
Taxation
paid
|
-
|
-
|
All activities relating to the Group
are conducted within the United Kingdom and the Group is not
subject to non-domestic taxation.
43. Related party disclosures
In the year ended 31 December 2023,
Directors were awarded share-based payments, refer to note 10 for
further details.
Directors' emoluments are disclosed
in note 9 of these consolidated financial statements.
In the
year ended 31 December 2023, there were no other related party
transactions.
44.
Transactions with key management personnel
All related party transactions were
made on terms equivalent to those that prevail in arm's length
transactions. During the year, there were no related party
transactions between the key management personnel and the Group
other than as described below.
The Directors and Senior Leadership
team are considered to be key management personnel. Directors'
remuneration is disclosed in note 9 and in the Directors'
Remuneration Report on page 80. The Senior Leadership team are all
employees of the Group. The
aggregate remuneration of the key management personnel (including
Directors) is shown in the table below:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Short-term employment benefits
|
3,808
|
3,014
|
Share-based payments
|
54
|
-
|
Total key management
personnel remuneration
|
3,862
|
3,014
|
Key
management personnel held deposits with the Group of £117,000
(2022: nil).
45.
Subsequent events
There have been no subsequent events
between 31 December 2023 and the date of this report which would
have a material impact on the financial position of the
Group.
The Company Statement of
Financial Position
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
Assets
|
|
|
|
Loans and
advances to banks
|
5
|
81
|
146
|
Trade and
other receivables
|
7
|
157
|
155
|
Amounts
receivable from Group Undertakings
|
|
86
|
-
|
Investment in subsidiaries
|
8
|
135,604
|
134,213
|
Total
assets
|
|
135,928
|
134,514
|
|
|
|
|
Liabilities
|
|
|
|
Trade and
other payables
|
10
|
836
|
700
|
Financial
liabilities
|
11
|
50
|
50
|
Amounts
payable to Group Undertakings
|
9
|
6,742
|
5,522
|
Total
liabilities
|
|
7,628
|
6,272
|
|
|
|
|
Equity
|
|
|
|
Issued
share capital
|
12
|
1,793
|
1,793
|
Share
premium
|
12
|
-
|
39,273
|
Merger
relief
|
12
|
94,911
|
94,911
|
Retained
earnings/(loss)
|
|
31,997
|
(7,371)
|
Own
shares
|
13
|
(401)
|
(364)
|
Total
equity
|
|
128,300
|
128,242
|
|
|
|
|
Total equity and
liabilities
|
|
135,928
|
134,514
|
The notes on pages 183 to 188 are an
integral part of these financial statements.
Distribution Finance Capital
Holdings plc recorded loss after taxation for the year ended 31
December 2023 of £779,000 (2022: loss of £1,414,000). These
financial results are derived entirely from continuing
operations.
These financial statements were
approved by the Board of Directors and authorised for issue on
8th April 2024. They were signed on its
behalf by:
Carl D'Ammassa
Director
8 April 2024
Registered number:
11911574
The Company Cash Flow
Statement
|
|
|
|
|
|
2023
|
2022
|
|
Note
|
£'000
|
£'000
|
|
|
|
|
Cash flows from operating
activities:
|
|
|
|
Loss
before taxation
|
4
|
(779)
|
(1,414)
|
Adjustments for non-cash items and other adjustments included
in the income statement
|
6
|
(1,970)
|
(1,029)
|
Increase
in operating assets
|
6
|
(2)
|
(34)
|
Increase
in operating liabilities
|
6
|
137
|
155
|
Taxation
paid
|
|
-
|
-
|
Net cash used in operating
activities
|
|
(2,614)
|
(2,322)
|
|
|
|
|
Cash flows from investing
activities:
|
|
|
|
Purchase
of own shares
|
13
|
(67)
|
-
|
Net cash used in investing
activities
|
|
(67)
|
-
|
|
|
|
|
Cash flows from financing
activities:
|
|
|
|
Proceeds
from intercompany loan
|
|
2,616
|
1,938
|
Net cash from financing
activities
|
|
2,616
|
1,938
|
|
|
|
|
Net decrease in cash and
cash equivalents
|
|
(65)
|
(384)
|
Cash and
cash equivalents at start of the year
|
5
|
146
|
530
|
Cash and cash equivalents at
end of the year
|
5
|
81
|
146
|
The Company Statement of
Changes in Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issued share
capital
|
Share
premium3
|
Merger
relief
|
Own
shares2
|
Retained
earnings/(loss)
|
Total
|
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
Balance at 1 January
2022
|
1,793
|
39,273
|
94,911
|
(364)
|
(6,456)
|
129,157
|
|
|
|
|
|
|
|
(Loss)
after taxation
|
-
|
-
|
-
|
-
|
(1,414)
|
(1,414)
|
Share-based payments
|
-
|
-
|
-
|
-
|
499
|
499
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
1,793
|
39,273
|
94,911
|
(364)
|
(7,371)
|
128,242
|
|
|
|
|
|
|
|
(Loss)
after taxation
|
-
|
-
|
-
|
-
|
(779)
|
(779)
|
Share-based payments1
|
-
|
-
|
-
|
-
|
905
|
905
|
Employee
Benefit Trust2
|
-
|
-
|
-
|
(37)
|
(31)
|
(68)
|
Share
premium account cancellation3
|
-
|
(39,273)
|
-
|
-
|
39,273
|
-
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
1,793
|
-
|
94,911
|
(401)
|
31,997
|
128,300
|
1Refer to note 10 of the consolidated financial statements for
further details of movements in the year.
2The Company has adopted look-through accounting (see note 1.3
to the Group's consolidated financial statements) and recognised
the Employee Benefit Trusts within the Company. Refer to note 13
for further details on movements in the year.
3 In the year ended 31 December 2023, the Company cancelled its
share premium account - refer to note 31 of the consolidated
financial statements for details.
Notes to the Company
Financial Statements
1.
Basis of preparation
1.1
Accounting basis
These standalone financial
statements for Distribution Finance Capital Holdings plc (the
"Company") have been prepared and approved by the Directors in
accordance with International Financial Reporting Standards
("IFRSs") as adopted by the United Kingdom (UK) and interpretations
issued by the IFRS Interpretations Committee (IFRS IC).
1.2
Going concern
As detailed in note 1 to the
consolidated financial statements, the Directors have performed an
assessment of the appropriateness of the going concern basis. The
Directors consider that it is appropriate to continue to adopt the
going concern basis in preparing the financial
statements.
1.3
Income statement
Under Section 408 of the Companies
Act 2006 the Company is exempt from the requirement to present its
own income statement.
2. Summary of significant
accounting policies
These financial statements have been
prepared using the significant accounting policies as set out in
note 2 to the consolidated financial statements. Any further
accounting policies provided below are solely applicable to the
Company financial statements.
2.1 Investment in
subsidiaries
In accordance with IAS 27 Separate
Financial Statements the Company has elected to account for an
investment in subsidiary at cost. The Company performs an
impairment assessment on the investment in subsidiary at each
reporting date to assess whether the cost basis reflects an
accurate value of the investment at the reporting date.
3. Critical accounting
judgements and key sources of estimation
uncertainty
In the financial statements for the
year ended 31 December 2023, the Company has not made any critical
accounting judgements and key sources of estimation which are
considered to be material in value or significance to the
performance of the Company.
4.
Net loss attributable to equity shareholders of the
Company
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Net loss
attributable to equity shareholder of the Company
|
(779)
|
(1,414)
|
5.
Loans and advances to banks
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Included
in cash and cash equivalents: balances with
less than
three months to maturity at inception
|
81
|
146
|
Total loans and advances to
banks
|
81
|
146
|
6.
Notes to the cash flow statement
See below for reconciliation of
balances classified as cash and cash equivalents, which are
recognised within the cash flow statement:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Loans and
advances to banks
|
81
|
146
|
Total cash and cash
equivalents
|
81
|
146
|
Adjustments for non-cash items and other adjustments included
in the income statement:
|
|
2023
|
2022
|
|
|
£'000
|
£'000
|
|
|
|
|
Management fee recharge
|
|
(2,287)
|
(1,205)
|
Share-based payments
|
|
317
|
176
|
Total non-cash items and
other adjustments
|
|
(1,970)
|
(1,029)
|
|
|
|
|
Changes
in liabilities arising from financing activities:
The
Company had no changes in the Company's liabilities arising from
financing activities, including both cash and non-cash changes, for
the years ended 31 December 2023 and 31 December 2022.
7.
Trade and other receivables
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Other
debtors
|
50
|
50
|
Indirect
taxes
|
11
|
4
|
Prepayments
|
96
|
101
|
Total trade and other
receivables
|
157
|
155
|
8.
Investment in subsidiaries
|
£'000
|
Balance at 1 January
2022
|
134,213
|
|
|
No
transactions in the year
|
-
|
|
|
Balance at 31 December
2022
|
134,213
|
|
|
Capital
contribution - parent equity-settled share-based
payments
|
1,391
|
|
|
Balance at 31 December
2023
|
135,604
|
In years prior to the year ended 31
December 2023, the Company treated share-based payments awarded to
employees of subsidiaries as cash settled, for which there was a
debit against the intercompany loan. In the year ended 31 December
2023, this arrangement was reviewed, and concluded that there is no
obligation for the subsidiaries to reimburse the Company for the
settlement of share awards. In the year ended 31 December 2023, the
total figure of £1,391,000 includes a figure in respect of prior
years of £803,000.
In the years ended 31 December 2022,
there was no changes to investment in subsidiaries.
For the year ended 31 December
2023, the Company conducted an impairment assessment of the
investment in subsidiaries and concluded that there is no
impairment required (2022: £nil).
9.
Amounts payable to Group undertakings
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Amounts
payable to DF Capital Bank Limited
|
6,742
|
5,522
|
Total amounts payable to
Group undertakings
|
6,742
|
5,522
|
All amounts
drawn and outstanding under the intercompany loan facility,
including all accrued interest and costs, are payable on demand by
the lender DF Capital Bank Limited. Interest on the loan shall
accrue daily and is charged at 4% over the Sterling Overnight
Indexed Average (SONIA) rate at the end of each calendar month.
This contractual agreement has an expiry date of 31 December
2024.
10.
Trade and other payables
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Trade
payables
|
187
|
-
|
Accruals
|
593
|
654
|
Social
security taxes
|
56
|
46
|
Total trade and other
payables
|
836
|
700
|
11.
Financial liabilities
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Preference shares
|
50
|
50
|
Total financial
liabilities
|
50
|
50
|
Reconciliation of movements in
financial liabilities:
|
Preference
Shares
|
|
£'000
|
|
|
Balance at 1 January
2022
|
50
|
|
|
No transactions in the
year
|
-
|
|
|
Balance at 31 December
2022
|
50
|
|
|
No transactions in the
year
|
-
|
|
|
Balance at 31 December
2023
|
50
|
12.
Share capital
|
2023
|
2022
|
2023
|
2022
|
|
No.
|
No.
|
£'000
|
£'000
|
Authorised:
|
|
|
|
|
Ordinary
shares of 1p each
|
179,369,199
|
179,369,199
|
1,793
|
1,793
|
Allotted,
issued and fully paid: Ordinary shares of 1p each
|
179,369,199
|
179,369,199
|
1,793
|
1,793
|
|
Date
|
No. of
shares
|
Issue
Price
|
Share
Capital
|
Share
Premium
|
Merger
Relief
|
Total
|
|
|
#
|
£
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Balance at 1 January
2022
|
179,369,199
|
|
1,793
|
39,273
|
94,911
|
135,977
|
|
|
|
|
|
|
|
|
No
movements in the year
|
-
|
-
|
-
|
-
|
-
|
-
|
|
|
|
|
|
|
|
|
Balance at 31 December
2022
|
179,369,199
|
-
|
1,793
|
39,273
|
94,911
|
135,977
|
|
|
|
|
|
|
|
|
Share
premium account cancellation
|
29-Jun-23
|
-
|
-
|
-
|
(39,273)
|
-
|
(39,273)
|
|
|
|
|
|
|
|
|
Balance at 31 December
2023
|
179,369,199
|
|
1,793
|
-
|
94,911
|
96,704
|
13.
Own shares
|
£'000
|
|
|
Balance at 1 January
2022
|
(364)
|
|
|
No transactions in the
year
|
-
|
|
|
Balance at 31 December
2022
|
(364)
|
|
|
Acquisition of shares
|
(67)
|
Settlement of employee share awards
|
30
|
|
|
Balance at 31 December
2023
|
(401)
|
14.
Financial instruments
The Group monitors and manages risk
management at a group-level and, therefore, the Risk Management
Framework stipulated in note 39 of the consolidated financial
statements encompasses the Company risk management
environment.
The Company and Directors believe
the principal risks of the Company to be credit risk, liquidity
risk and capital risk. The Directors have evaluated the following
risks to either not be relevant to the Company or of immaterial
significance: market risk, interest rate risk and exchange rate
risk.
The regulatory capital requirements
in respect of capital risk are assessed at both a consolidated
group level and for DF Capital Bank Limited at an entity
level.
See note 39 of the consolidated
financial statements for further details on how the Company defines
and manages credit risk, liquidity risk and capital
risk.
Financial assets and financial
liabilities included in the statement of financial position that
are not measured at fair value:
|
Carrying
amount
|
Fair value
|
Level 1
|
Level 2
|
Level 3
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial assets
not
|
|
|
|
|
|
measured at fair
value
|
|
|
|
|
|
Loans and
advances to banks
|
81
|
81
|
81
|
-
|
|
Other
receivables
|
61
|
61
|
-
|
-
|
61
|
Amounts
receivable from Group Undertakings
|
86
|
86
|
-
|
-
|
86
|
|
228
|
228
|
81
|
-
|
147
|
|
|
|
|
|
|
31 December
2023
|
|
|
|
|
|
|
|
|
|
|
|
Financial liabilities
not
|
|
|
|
|
|
measured at fair
value
|
|
|
|
|
|
Trade
payables
|
187
|
187
|
-
|
-
|
187
|
Other
payables
|
56
|
56
|
-
|
-
|
56
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
Amounts
payable to Group Undertakings
|
6,742
|
6,742
|
-
|
-
|
6,742
|
|
7,035
|
7,035
|
-
|
-
|
7,035
|
|
Carrying
amount
|
Fair value
|
Level 1
|
Level 2
|
Level 3
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
Financial
assets not
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Loans and
advances to banks
|
146
|
146
|
146
|
-
|
-
|
Other
receivables
|
54
|
54
|
-
|
-
|
54
|
|
200
|
200
|
146
|
-
|
54
|
|
|
|
|
|
|
31 December
2022
|
|
|
|
|
|
|
|
|
|
|
|
Financial
liabilities not
|
|
|
|
|
|
measured
at fair value:
|
|
|
|
|
|
Other
payables
|
46
|
46
|
-
|
-
|
46
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
Amounts
payable to Group Undertakings
|
5,522
|
5,522
|
-
|
-
|
5,522
|
|
5,618
|
5,618
|
-
|
-
|
5,618
|
Maximum exposure to credit
risk:
|
2023
|
2022
|
|
£'000
|
£'000
|
|
|
|
Loans and
advances to banks
|
81
|
146
|
Trade and
other receivables
|
61
|
54
|
Amounts
receivable from Group Undertakings
|
86
|
-
|
|
228
|
200
|
Maturity analysis for financial
assets
The
following maturity analysis is based on expected gross cash flows:
|
Carrying
amount
|
Gross nominal
inflow
|
Less than 1
months
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Loans and
advances to banks
|
81
|
81
|
81
|
-
|
-
|
-
|
-
|
Other
receivables
|
61
|
61
|
11
|
-
|
50
|
-
|
-
|
Amounts
receivable from Group Undertakings
|
86
|
86
|
-
|
-
|
86
|
-
|
-
|
|
228
|
228
|
92
|
-
|
136
|
-
|
-
|
|
Carrying
amount
|
Gross nominal
inflow
|
Less than 1
months
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Loans and
advances to banks
|
146
|
146
|
146
|
-
|
-
|
-
|
-
|
Other
receivables
|
54
|
54
|
4
|
-
|
-
|
50
|
-
|
|
200
|
200
|
150
|
-
|
-
|
50
|
-
|
Maturity
analysis for financial liabilities
The
following maturity analysis is based on contractual gross cash
flows:
|
Carrying
amount
|
Gross nominal
outflow
|
Less than 1
months
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2023
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Trade
payables
|
187
|
187
|
187
|
-
|
-
|
-
|
-
|
Other
payables
|
56
|
111
|
33
|
-
|
-
|
78
|
-
|
Preference shares
|
50
|
50
|
-
|
-
|
50
|
-
|
-
|
Amounts
payable to Group Undertakings
|
6,742
|
6,742
|
-
|
-
|
6,742
|
-
|
-
|
|
7,035
|
7,090
|
220
|
-
|
6,792
|
78
|
-
|
|
Carrying
amount
|
Gross nominal
outflow
|
Less than 1
months
|
1 - 3
months
|
3 months to 1
year
|
1 - 5
years
|
>5
years
|
31 December
2022
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
£'000
|
|
|
|
|
|
|
|
|
Other
payables
|
46
|
80
|
1
|
-
|
51
|
28
|
-
|
Preference shares
|
50
|
50
|
-
|
-
|
-
|
50
|
-
|
Amounts
payable to Group Undertakings
|
5,522
|
5,522
|
-
|
-
|
5,522
|
-
|
-
|
|
5,618
|
5,652
|
1
|
-
|
5,573
|
78
|
-
|
15.
Subsequent events
There have been no subsequent events between
31 December 2023 and the date of this report which would have a
material impact on the financial position of the
Company.