FOR IMMEDIATE RELEASE                                                                                                                        26 March 2024

    

 

Manx Financial Group PLC (the 'Company' or the 'Group')

 

Report and accounts for the year ended 31 December 2023 

 

Manx Financial Group PLC (LSE: MFX), the financial services group which includes Conister Bank Limited, Conister Finance & Leasing Ltd, Payment Assist Limited, Blue Star Business Solutions Limited, Edgewater Associates Limited and MFX Limited presents its audited final results for the year ended 31 December 2023.

 

Jim Mellon, Executive Chairman, commented: "I am pleased to report another set of record results with a 35% increase in Profit Before Tax to £7.0 million."

                                

The 2023 Audited Annual Report and Accounts will be posted to Shareholders and will be available from the Company's website www.mfg.im shortly. Details concerning the 2023 Annual General Meeting will be announced in due course.

 

This announcement contains inside information for the purposes of Article 7 of EU Regulation No. 596/2014 on market abuse. Upon the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

 

For further information, please contact:

 

Manx Financial Group PLC Denham Eke, Executive Vice Chairman Tel +44 (0)1624 694694

Beaumont Cornish Limited Roland Cornish/James Biddle Tel +44 (0) 20 7628 3396

Greentarget Limited Jamie Brownlee Tel +44 (0) 20 3307 5726

 

 

 

Dear Shareholders

 

Introduction

With the continuing conflicts in Ukraine and Palestine, together with rising energy costs and the disruption in the Red Sea to world supply chains, the global economy remained inflationary and fragile. Our home markets in the Isle of Man and UK were not immune to these factors. Indeed, the Bank of England continued to grapple with stubbornly high inflation throughout the year and, as a consequence, approved five interest rate increases as part of their strategy to bring inflation back into their target range of less than 2%. The higher than targeted inflation rate was not offset by a corresponding increase in wages which has put many families and businesses under a real cost of living crisis.

 

Despite this negative backdrop, thus far the Group has not experienced a corresponding increase in arrears. This reflects positively on the integrity of our underwriting, the products we offer, and the markets we continue to serve.

 

Our financial performance for the year also reflects this resilience and I am pleased to report another set of record results with a 35% increase in Profit Before Tax to £7.0 million (2022: £5.2 million), with our basic Earnings Per Share increasing to 4.59p (2022: 3.77p) - an improvement of 21.8%. At the Profit After Tax payable level of £6.1 million (2022: £4.7 million), £5.3 million (2022: £4.3 million) was due to the Group's shareholders, and £0.9 million (2022: £0.3 million) was due to minority interests. This improvement was due to a number of factors including operating income growth - augmented with a full year's impact from Payment Assist Limited, a gain in debt securities and a lower charge for provisioning and impairments.

 

Our financial performance also strengthened our balance sheet with total assets increasing by £101.4 million to £480.7 million (2022: £379.3 million), and our shareholder equity increased by £6.2 million to £36.0 million (2022: £29.8 million). This outcome allows the Board to recommend continuing our policy of returning 10% of the Group's profit available to shareholders in the form of cash and/or shares. This year the total dividend available for payment is £0.53 million (2022: £0.43 million). Thus, the amount recommended for shareholder approval at our Annual General Meeting will be 0.4551 pence per share (2022: 0.3764 pence per share) - a 20.9% uplift.

 

On a separate note, I appreciate there has been a lot of media comment surrounding the FCA announcement that they are reviewing whether customers have lost out as a result of variable commission arrangements on lending to the motor finance sector. The outcome and potential impact of the FCA's review will not be known until they report their findings, expected to be sometime later this year. Despite having some exposure in this area, our initial review suggests that any liability will be minimal with no present need for any provision. Notwithstanding, the Board recognises the requirement to plan for a range of possible outcomes but currently it does not expect the issue to materially impact the Group's results, if at all.

 

Financial Performance

This year's financial performance is again a record despite the previously mentioned economic headwinds impacting on both of our trading locations.

 

For the third year running, Conister Bank Limited ("Conister") set a new lending record of £352.5 million (2022: £231.4 million), an increase of 52.3%. With increases in the cost of deposits reflecting the five increases in the UK interest rate, our cost of funds was negatively impacted with yield compression of 12.7% to 71.3% (2022: 84.0%) in the year. Nevertheless, our net interest income increased substantially by £8.0 million to £32.4 million (2022: £24.4 million).

 

With other operating subsidiaries again making a positive contribution, notably Conister Finance & Leasing Ltd, Payment Assist Limited and MFX Limited, this resulted in operating income increasing by £5.4 million to £31.5 million (2022: 26.1 million). Operating income has now increased by 57.0% over the last two years.

 

Operating expenses, excluding provisions, increased by £3.4 million to £20.3 million (2022: £16.9 million), reflecting the full cost of consolidating Payment Assist Limited into the Group along with an incremental increase in overheads relating to obtaining our UK Branch deposit taking licence. Provisions increased by £0.1 million to £4.1 million (2022: £4.0 million).

 

Turning to the Group's balance sheet, total assets increased by £101.1 million to £480.7 million (2022: £379.3 million). This was driven by a £71.2 million increase in the net loan book and a £35.5 million increase in Treasury Bills to support regulatory liquidity requirements. Isle of Man deposits grew by £86.2 million to £390.4 million (2022: £304.2 million). Total liabilities stood at £444.7 million (2022: 349.5 million), leading to an increase in equity of £6.2 million to £36.0 million (2022: £29.8 million). The debt to asset ratio, measured as being total debt as a percentage of total tangible assets, remains robust at 95.5% (2022: 95.5%) meaning liabilities are covered by assets 1.1 times (2022: 1.1 times).

 

Key Objectives

After a period of economic uncertainty, I am cautiously optimistic that over the next 24 months we will move to a more normalised interest and inflation rate environment. Until we get to that position, our key objective will continue to be to increase shareholder value as prudently as possible. Thus, our strategic focus remains unchanged, namely to:

 

§  Provide the highest quality of service throughout our operations to all customers, ensuring that their treatment is both fair and appropriate

§  Continue adopting a pro-active strategy to managing risk, including climate risk, within a structured and compliant manner

§  Concentrate on developing our core business by considered acquisitions, increasing prudential lending, and augmenting the range of financial services we offer

§  Prudently progress the implementation of an enhanced and scalable IT infrastructure to better service the operational requirements of a growing Group without the requirement for a disproportionate increase in headcount and other associated operational costs

§  Continue to develop our Treasury management to improve the return on the liability side of our balance sheet; and

§  Manage our balance sheet to exceed the regulatory requirements for capital adequacy

 

To continue to grow shareholder value, we will need to grow the balance sheet as our scale is still sub-optimal. With organic growth this year partially dependent upon an improved economic environment, we need to re-focus our non-dilutive acquisition strategy. Further details are included under "Business Model and Strategy" on page 8 of the Annual Report.

 

Environmental, Social and Corporate Governance

The Group takes social responsibility seriously and remains committed to reducing its impact on the environment, and to making a positive contribution to the communities in which we live and work.

 

Our Environmental, Social, and Governance ("ESG") initiatives, are integral to our commitment to sustainable development and corporate responsibility. This year, more than ever, we have witnessed the importance of resilience and adaptability, and our ESG policy has been at the heart of our strategy to navigate these challenges. We have made significant strides in embedding our ESG principles across all levels of operations. Our commitment to a whole business approach, focusing on what matters, applying best practices, using our influence responsibly, and ensuring accountability, has driven meaningful progress towards our sustainability goals.

 

In particular, our efforts towards better understanding our carbon footprint, enhancing product development for sustainability, and embedding diversity, equity, and inclusion into our corporate culture have been noteworthy. We are also proud of the progress made in upskilling our workforce on ESG matters and integrating these principles. The financial results for this period reflect not only our economic resilience but also our commitment to social and environmental responsibility. Our financial performance, while robust, is just one aspect of our success. The true measure of our achievements lies in our positive impact on society and the environment, as guided by our comprehensive ESG policy.

 

Looking ahead, we remain dedicated to advancing our ESG commitments, aware that our journey towards sustainability is continuous. We will keep pushing the boundaries of what is possible and fostering a culture of responsibility and inclusiveness.

 

Our ESG progress is available on page 11 of the Annual Report and our Corporate Governance Report outlining our adherence to the Quoted Companies Alliance Code is detailed on page 23 of the Annual Report.

 

Operating Unit Review

Our principal operating subsidiaries continued with their strategy of growth through gaining market share in recession-proof markets as demand for our products remained buoyant which resulted in record advances in the year.

 

Conister Bank Limited and Conister Finance & Leasing Ltd

Conister, together with its wholly owned subsidiary, Conister Finance & Leasing Ltd, remained the driver of the Group's financial performance recording a Profit After Tax of £2.2 million (2022: £1.8 million).

 

In its home market, Conister continues to grow its loan book, lending £56.3 million (2022: £50.5 million) during the year. The net loan book stands at £78.1 million (2022: £68.4 million). This book continues to have exceptionally low arrears, 1.89% (2022: 1.95%).

 

In the UK, growth has been driven by our Structured Finance products with lending increasing by £93.1 million to £246.2 million (2022: £153.1 million). The structuring of these facilities continues to minimise the risk of default and is proving a successful mechanism for growth in this difficult environment.

 

The Isle of Man deposit base has again proved very loyal with an 77% retention rate (2022: 78%). This, along with new deposits of £156.0 million (2022: £106.3 million), provided ample liquidity to allow Conister to achieve its record growth and to provide support for the future.

 

In October 2023, Conister obtained its UK Branch Deposit Taking permissions which, as well as providing an alternative source of liquidity, will allow the Bank to access new lending and liquidity opportunities. We anticipate taking UK deposits in the second half of 2024, principally via a user-friendly online process.

 

Overheads, excluding provisions, increased by £1.5 million to £11.9 million (2022: £10.4 million) as the business geared up to become operationally ready to take deposits in the UK. Prudently, it has bolstered its Credit and Collections teams to continue to protect Conister during these challenging times.

 

Provisions reduced by £0.3 million to £9.3 million (2022: £9.6 million) and now represent 2.6% of the net loan book (2022: 3.3%). This reduction provides a positive reflection on the quality of the loan book.

 

The Bank's total assets have increased by £97.8 million to £451.8 million (2022: £354.0 million), driven by loan book growth of £68.0 million. Liabilities have increased by £90.8 million, with deposits increasing by £86.2 million to £390.4 million. As a result, Conister's equity has increased by £7.0 million to £41.5 million (2022: £34.5 million).

 

Following the award of the UK Banking Licence, Conister Finance & Leasing Ltd will be restructured during 2024, with the regulated activities merged into Conister. The Basingstoke office will continue as the Conister's UK branch for deposit taking and regulated lending.

 

MFX Limited

Our foreign exchange brokerage continued with an impressive performance considering these turbulent times and earned a profit of £0.7 million (2022: £1.4 million). Dividends paid to the Group in the year were £0.8 million (2022: £1.8 million).

 

Payment Assist Limited

This is the first full financial year that this business's result has been consolidated into the Group's annual accounts. The business operates mostly in the short-term lending market and exceeded our financial expectations in the year by delivering £4.0 million to the Group in terms of interest income to Conister and recharges for Group services.

 

Turnover was £10.8 million (2022: £10.1 million), Operating Profit was £2.7 million (£2022: £1.8 million) leading to a Profit After Tax of £2.1 million (2022: £0.8 million). As previously reported, the Group owns 50.1% of Payment Assist Limited, with the opportunity to acquire the remaining percentage from the beginning of 2027.

 

Edgewater Associates Limited

We restructured the company at the end of 2023 and, as a result, there are signs of a more sustained profitability for the future. Edgewater Associates Limited contributed £0.4 million (2022: £nil) in dividends to the Group.

 

Other operating subsidiaries

All other operating subsidiaries contributed positively to the Group's results.

 

Outlook

I believe that the high interest rate environment will persist during 2024 and this will continue to dampen our net interest margin, but it should not reduce the demand for our products. Shorter term lending in particular - loans less than 12 months - will continue to be much in demand for small businesses and consumers alike. Whilst I remain cautious about overall organic growth this year, accretive acquisition opportunities are available. We will remain prudent in our approach to these opportunities, and we will only progress such acquisitions if they can be delivered without any shareholder dilution.

 

Looking further ahead, the unwinding of the pressure on our net interest margin will naturally drive organic growth. This, along with any accretive acquisitions we make in the meantime, will create an even more robust, diversified financial services Group which will support our ongoing objective of continuously enhancing shareholder value.

 

Conclusion

I would like to take this opportunity to thank our staff and Board of Directors for their support in making this result possible and for setting the Group on the right footing for the opportunities and challenges that lie ahead. I would also like to thank the Executives for gaining the new UK Branch deposit taking licence in less than 12 months - a magnificent achievement and well done to all involved. Finally, I would like to thank my fellow shareholders for their continued support.  

 

 

 

Jim Mellon

Executive Chair

25 March 2024

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

For the year ended 31 December	Notes		2023 £000		2022 £000
Interest revenue calculated using the effective interest method			45,356		28,978
Other interest income			1,535		1,765
Interest expense			(14,530)		(6,391)
Net interest income	9		32,361		24,352
Fee and commission income	10		3,997		4,719
Fee and commission expense	10		(7,327)		(3,569)
Depreciation on leasing assets	22		-		(16)
Net trading income			29,031		25,486
Other operating income			364		314
Gain / (loss) on financial instruments	19		195		(19)
Realised gain on debt securities	18		1,893		292
Operating income			31,483		26,073
Personnel expenses	11		(12,170)		(9,764)
Other expenses	12		(6,627)		(5,806)
Provision for impairment on loans and advances to customers	13		(4,135)		(3,990)
Depreciation	22		(825)		(738)
Amortisation and impairment of intangibles	23		(683)		(582)
Share of profit of equity accounted investees, net of tax	30		-		18
Profit before tax payable	14		7,043		5,211
Income tax expense	15		(903)		(537)
Profit for the year			6,140		4,674

 

For the year ended 31 December	Notes			2023 £000			2022 £000
Profit for the year				6,140			4,674
Other comprehensive income:
Items that will be reclassified to profit or loss
Unrealised gain on debt securities	18			324			131
Related tax				(32)			-
Items that will never be reclassified to profit or loss
Actuarial gain on defined benefit pension scheme taken to equity	28			29			407
Related tax				(3)			-
Other comprehensive income, net of tax				318			538
Total comprehensive income for the period attributable to owners				6,458			5,212
Profit attributable to:
Owners of the Company				5,288			4,331
Non-controlling interests	32			852			343
				6,140			4,674
Total comprehensive income attributable to:
Owners of the Company				5,606			4,869
Non-controlling interests	32			852			343
				6,458			5,212
Earnings per share - Profit for the year
Basic earnings per share (pence)	16			4.59			3.77
Diluted earnings per share (pence)	16			3.51			2.93
Earnings per share - Total comprehensive income for the year
Basic earnings per share (pence)	16			4.86			4.24
Diluted earnings per share (pence)	16			3.71			3.28
The Directors believe that all results derive from continuing activities.

 

 

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

 

For the year ended 31 December	Notes			2023 £000			2022 £000
Interest income calculated using the effective interest method				862			522
Dividend income				1,200			1,575
Other income				584			69
Operating income				2,646			2,166
Personnel expenses	11			(62)			(127)
Administration expenses				(61)			-
Depreciation expense	22			(63)			(65)
Amortisation expense	23			(57)			(2)
Profit before tax payable				2,403			1,972
Tax payable				-			-
Profit for the year				2,403			1,972
Total comprehensive income for the year				2,403			1,972
The Directors believe that all results derive from continuing activities.

 

 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

 

As at 31 December			Notes		2023 £000		2022 £000
Assets
Cash and cash equivalents			17		12,107		22,630
Debt securities			18		76,129		40,675
Equity held at Fair Value Through Profit or Loss			33		138		122
Loans and advances to customers			20		362,653		291,475
Trade and other receivables			21		8,227		4,211
Property, plant and equipment			22		6,410		6,714
Intangible assets			23		4,268		2,703
Investment in associates			30		197		155
Goodwill			34		10,576		10,576
Total assets					480,705		379,261
Liabilities
Deposits from customers			24		390,421		304,199
Creditors and accrued charges			25		14,409		13,108
Deferred consideration			26		20		262
Loan notes			27		39,317		31,332
Pension liability			28		162		237
Deferred tax liability			15		392		353
Total liabilities					444,721		349,491
Equity
Called up share capital			29		19,384		19,195
Profit and loss account					15,544		10,371
Revaluation reserve			22		15		15
Non-controlling interest			32		1,041		189
Total equity					35,984		29,770
Total liabilities and equity					480,705		379,261

 

 

COMPANY STATEMENT OF FINANCIAL POSITION

 

As at 31 December					Notes		2023 £000		2022 £000
Assets
Cash and cash equivalents					17		373		1,761
Trade and other receivables					21		123		562
Amounts due from Group undertakings					35		10,694		9,907
Property, plant and equipment					22		139		201
Intangible assets					23		861		25
Investment in subsidiaries					31		28,097		23,597
Subordinated loans					35		14,228		7,728
Total assets							54,515		43,781
Liabilities
Creditors and accrued charges					25		544		440
Amounts due to Group undertakings					35		608		122
Loan notes					27		39,317		31,332
Total liabilities							40,469		31,894
Equity
Called up share capital					29		19,384		19,195
Profit and loss account							(5,338)		(7,308)
Total equity							14,046		11,887
Total liabilities and equity							54,515		43,781

 

 

CONSOLIDATED AND COMPANY STATEMENTS OF CHANGES OF EQUITY

 

					Attributable to owners of the Company
Group								Share capital £000		Profit and loss account £000		Revaluation reserve £000			Total £000		Non-controlling interests £000		Total equity £000
Balance as at 1 January 2022								19,133		5,781		15			24,929		56		24,985
Profit for the year								-		4,331		-			4,331		343		4,674
Other comprehensive income								-		538		-			538		-		538
Transactions with owners
Dividends declared								62		(279)		-			(217)		-		(217)
Acquisition of subsidiary with non-controlling interest								-		-		-			-		(210)		(210)
Balance as at 31 December 2022								19,195		10,371		15			29,581		189		29,770
Profit for the year								-		5,288		-			5,288		852		6,140
Other comprehensive income								-		318		-			318		-		318
Transactions with owners
Dividend declared (see note 29)								91		(433)		-			(342)		-		(342)
Share issue (see note 29)								98		-		-			98		-		98
Balance as at 31 December 2023								19,384		15,544		15			34,943		1,041		35,984

 

Company			Share capital £000		Profit and loss account £000		Total equity £000
Balance as at 1 January 2022			19,133		(9,001)		10,132
Profit for the year			-		1,972		1,972
Transactions with owners
Dividends declared (see note 29)			62		(279)		(217)
Balance as at 31 December 2022			19,195		(7,308)		11,887
Profit for the year			-		2,403		2,403
Transactions with owners
Dividend declared (see note 29)			91		(433)		(342)
Share issue (see note 29)			98		-		98
Balance as at 31 December 2023			19,384		(5,338)		14,046

 

 

CONSOLIDATED STATEMENT OF CASH FLOWS

 

For the year ended 31 December	Notes		2023 £000		2022 £000
RECONCILIATION OF PROFIT BEFORE TAXATION TO OPERATING CASH FLOWS
Profit before tax			7,043		5,211
Adjustments for:
Depreciation	22		825		754
Amortisation of intangibles	23		683		582
Impairment of loans and advances to customers			4,135		3,990
Net interest income			(34,726)		(26,064)
Realised gains on debt securities			(1,893)		(292)
Share of profit of equity accounted investees	30		-		(18)
Contingent consideration interest expense	6(ii)		4		102
Pension charge included in personnel expenses	28		11		14
(Loss) / gain on financial instruments	19		(195)		19
			(24,113)		(15,702)
Changes in:
Trade and other receivables			(4,016)		(2,228)
Creditors and accrued charges			1,953		1,436
Net cash flow from trading activities			(26,176)		(16,494)
Changes in:
Loans and advances to customers			(75,590)		(56,313)
Deposits from customers			88,116		46,061
Pension contribution	28		(57)		(57)
Cash used in operating activities			(13,707)		(26,803)

 

CASH FLOW STATEMENT
Cash from operating activities
Cash used in operating activities			(13,707)		(26,803)
Interest received			47,168		30,136
Interest paid			(14,059)		(6,184)
Income taxes paid			(1,337)		(157)
Net cash from / (used in) operating activities			18,065		(3,008)
Cash flows from investing activities
Acquisition of property, plant and equipment, excluding right-of-use assets	22		(1,280)		(1,473)
Acquisition of intangible assets	23		(2,248)		(504)
Proceeds from sale of property, plant and equipment	22		759		2,083
Acquisition of subsidiary or associate, net of cash acquired	34		-		(1,785)
(Purchase) / Sale of debt securities			(33,237)		734
Deferred consideration on acquisition of subsidiary	6(ii),26		(67)		(937)
Net cash used in investing activities			(36,073)		(1,882)
Cash flows from financing activities
Receipt of loan notes	27		7,985		7,660
Payment of lease liabilities (capital)	37		(256)		(202)
Dividend paid	29		(342)		(217)
Share issue	29		98		-
Net cash from financing activities			7,485		7,241
Net (decrease) / increase in cash and cash equivalents			(10,523)		2,351
Cash and cash equivalents at 1 January			22,630		20,279
Cash and cash equivalents at 31 December			12,107		22,630

 

There are £42,000 of non-cash investing activities with respect to the Group's acquisition of 10.0% shareholding in Lesley Stephen & Co Limited. (see note 30).

 

COMPANY STATEMENT OF CASH FLOWS

 

For the year ended 31 December	Notes		2023 £000		2022 £000
RECONCILIATION OF PROFIT BEFORE TAXATION TO OPERATING CASH FLOWS
Profit before tax			2,403		1,972
Adjustments for:
Depreciation	22		63		63
Amortisation	23		57		2
Interest income			(862)		(522)
Dividend income			(1,200)		(1,575)
			461		(60)
Changes in:
Amounts due from group undertakings			(787)		(3,803)
Trade and other receivables			439		(90)
Creditors and accrued charges			312		100
Amounts due to Group undertakings			486		(4,187)
Cash from / (used in) operating activities			911		(8,040)
CASH FLOW STATEMENT
Cash from operating activities
Cash from / (used) in operating activities			911		(8,040)
Interest received			1,200		522
Dividends received			862		1,575
Net cash from / (used in) operating activities			2,973		(5,943)
Cash flows from investing activities
Acquisition of property, plant and equipment			(1)		-
Acquisition of intangible assets			(893)		(8)
Issue of subordinated loans			(6,500)		-
Increase in investment in group undertakings			(4,500)		-
Net cash used in investing activities			(11,894)		(8)
Cash flows from financing activities
Proceeds from issue of loan notes	27		7,985		7,660
Payment of finance lease liabilities			(117)		(99)
Proceeds from issue of shares			98		-
Dividend paid			(433)		(279)
Net cash from financing activities			7,533		7,282
Net (decrease) / increase in cash and cash equivalents			(1,388)		1,331
Cash and cash equivalents at 1 January			1,761		430
Cash and cash equivalents at 31 December			373		1,761

 

The notes form part of these financial statements.

 

 NOTES TO THE CONSOLIDATED AND COMPANY FINANCIAL STATEMENTS

 

1.   Reporting entity

Manx Financial Group PLC ("Company") is a company incorporated in the Isle of Man. The Company's registered office is at Clarendon House, Victoria Street, Douglas, Isle of Man, IM1 2LN. The consolidated financial statements of the Company for the year ended 31 December 2023 comprise the Company and its subsidiaries ("Group") including Conister Bank Limited (the "Bank"). The Group is primarily involved in the provision of financial services.

 

The Company's financial statements are the separate financial statements of the Company.

 

2.   Basis of accounting

The consolidated and the separate financial statements of the Company have been prepared in accordance with international accounting standards in accordance with UK-adopted international accounting standards ("UK-adopted IFRS" or "IFRSs"), on a going concern basis as disclosed in the Directors' Report.

 

3.   Functional and presentation currency

These financial statements are presented in pounds sterling, which is the Company's functional currency. All amounts have been rounded to the nearest thousand, unless otherwise indicated. All subsidiaries of the Group have pounds sterling as their functional currency.

 

4.   Use of judgements and estimates

The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

 

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.

 

Assumptions and estimation uncertainties

Information about assumptions and estimation uncertainties at year-end that have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities in the next financial year is included in the following notes:

§  Note 23 and 34 - impairment test of intangible assets and goodwill: key assumptions underlying recoverable amounts; and

§  Note 44(G)(vi) and Note 7(A) - key assumptions of Expected Credit Loss ("ECL") allowance for loans and advances to customers and assessment of impairment allowances where loans are in default or arrears.

 

5.   Financial instruments - Classification

For description of how the Group classifies financial assets and liabilities, see note 44(G)(ii).

 

The following table provides reconciliation between line items in the statement of financial position and categories of financial instruments.

Group		Mandatorily at FVTPL	Designated as at FVTPL	FVOCI - debt instruments	FVOCI - equity instruments	Amortised cost	Total carrying amount
31 December 2023		£000	£000	£000	£000	£000	£000
Cash and cash equivalents		-	-	-	-	12,107	12,107
Debt securities		-	-	76,129	-	-	76,129
Equity held at Fair Value Through Profit or Loss		-	138	-	-	-	138
Loans and advances to customers		-	-	-	-	362,653	362,653
Trade and other receivables		-	-	-	-	8,227	8,227
Total financial assets		-	138	76,129	-	382,987	459,254
Deposits from customers		-	-	-	-	390,421	390,421
Creditor and accrued charges		-	-	-	-	14,409	14,409
Deferred consideration		-	20	-	-	-	20
Loan notes		-	-	-	-	39,317	39,317
Total financial liabilities		-	20	-	-	444,147	444,167

 

 

Group		Mandatorily at FVTPL	Designated as at FVTPL	FVOCI - debt instruments	FVOCI - equity instruments	Amortised cost	Total carrying amount
31 December 2022		£000	£000	£000	£000	£000	£000
Cash and cash equivalents		-	-	-	-	22,630	22,630
Debt securities		-	-	40,675	-	-	40,675
Equity held at Fair Value Through Profit or Loss		-	122	-	-	-	122
Loans and advances to customers		-	-	-	-	291,475	291,475
Trade and other receivables		-	-	-	-	4,211	4,211
Total financial assets		-	122	40,675	-	318,316	359,113
Deposits from customers		-	-	-	-	304,199	304,199
Creditor and accrued charges		-	-	-	-	13,108	13,108
Deferred consideration		-	262	-	-	-	262
Loan notes		-	-	-	-	31,332	31,332
Total financial liabilities		-	262	-	-	348,639	348,901

 

Company		Mandatorily at FVTPL	Designated as at FVTPL	FVOCI - debt instruments	FVOCI - equity instruments	Amortised cost	Total carrying amount
31 December 2023		£000	£000	£000	£000	£000	£000
Cash and cash equivalents		-	-	-	-	373	373
Trade and other receivables		-	-	-	-	123	123
Amounts due from Group undertakings		-	-	-	-	9,613	9,613
Subordinated loans		-	-	-	-	14,228	14,228
Total financial assets		-	-	-	-	24,337	24,337
Creditor and accrued charges		-	-	-	-	453	453
Amounts due to Group undertakings		-	-	-	-	608	608
Loan notes		-	-	-	-	39,317	39,317
Total financial liabilities		-	-	-	-	40,378	40,378

 

Company		Mandatorily at FVTPL	Designated as at FVTPL	FVOCI - debt instruments	FVOCI - equity instruments	Amortised cost	Total carrying amount
31 December 2022		£000	£000	£000	£000	£000	£000
Cash and cash equivalents		-	-	-	-	1,761	1,761
Trade and other receivables		-	-	-	-	562	562
Amounts due from Group undertakings		-	-	-	-	9,907	9,907
Subordinated loans		-	-	-	-	7,728	7,728
Total financial assets		-	-	-	-	19,958	19,958
Creditor and accrued charges		-	-	-	-	440	440
Amounts due to Group undertakings		-	-	-	-	122	122
Loan notes		-	-	-	-	31,332	31,332
Total financial liabilities		-	-	-	-	31,894	31,894

 

6.   Financial instruments - Fair values

For description of the Group's fair value measurement accounting policy, see note 44(G)(vi).

 

The following table shows the carrying amounts and fair values of Group financial assets and financial liabilities, including their levels in the fair value hierarchy. It does not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair value.

 

	Carrying amount		Fair value
31 December 2023	Total £000		Level 1 £000		Level 2 £000		Level 3 £000		Total £000
Financial assets measured at fair value
Debt securities	76,129		-		76,129		-		76,129
Equity held at Fair Value Through Profit or Loss	138		-		-		138		138
	76,267		-		76,129		138		76,267
Financial assets not measured at fair value
Cash and cash equivalents	12,107		-		-		-		-
Loans and advances to customers	362,653		-		-		-		-
Trade and other receivables	8,227		-		-		-		-
	382,987		-		-		-		-
Financial liabilities measured at fair value
Deferred consideration	20		-		-		20		20
	20		-		-		20		20
Financial liabilities not measured at fair value
Deposits from customers	390,421		-		-		-		-
Creditors and accrued charges	14,409		-		-		-		-
Loan notes	39,317		-		-		-		-
	444,147		-		-		-		-

 

	Carrying amount		Fair value
31 December 2022	Total £000		Level 1 £000		Level 2 £000		Level 3 £000		Total £000
Financial assets measured at fair value
Debt securities	40,675		-		40,675		-		40,675
Equity held at Fair Value Through Profit or Loss	122		-		-		122		122
	40,797		-		40,675		122		40,797
Financial assets not measured at fair value
Cash and cash equivalents	22,630		-		-		-		-
Loans and advances to customers	291,475		-		-		-		-
Trade and other receivables	4,211		-		-		-		-
	318,316		-		-		-		-
Financial liabilities measured at fair value
Deferred consideration	262		-		-		262		262
	262		-		-		262		262
Financial liabilities not measured at fair value
Deposits from customers	304,199		-		-		-		-
Creditors and accrued charges	13,108		-		-		-		-
Loan notes	31,332		-		-		-		-
	348,639		-		-		-		-

 

All Company financial assets and liabilities carrying amounts are deemed to be reasonable approximation of fair value.

Measurement of fair values

i. Valuation techniques and significant unobservable inputs

Type	Valuation technique	Significant unobservable inputs	Inter-relationship between significant unobservable inputs and fair value measurement
Debt securities	Market comparison / discounted cash flow: The fair value is estimated considering a net present value calculated using discount rates derived from quoted yields of securities with similar maturity and credit rating that are traded in active markets.	Not applicable.	Not applicable.
Equities at Fair Value Through Profit or Loss	Net asset value	Expected net cash flows derived from the entity	The estimated fair value would increase (decrease) if the expected cash flows were higher (lower).
Deferred consideration	Discounted cash flows: The valuation model considers the present value of the expected future payments, discounted using a risk-adjusted discount rate.	Expected cash flows £20,000 (2022: £291,340).   Risk-adjusted discount rate 14.0% (2022: 14.0%).	The estimated fair value would increase (decrease) if: -the expected cash flows were higher (lower); or -the risk-adjusted discount rate was lower (higher).

 

ii. Level 3 recurring fair values

Reconciliation of Level 3 fair values

The following table shows a reconciliation from the opening balances to the closing balances for Level 3 fair values.

 

			2023 £000		2022 £000
Balance at 1 January			262		1,023
Finance costs			4		102
Net change in fair value (unrealised)			(179)		74
			(175)		176
Payment (note 26)			(67)		(937)
Balance at 31 December			20		262

 

Sensitivity analysis

For the fair value of contingent consideration, reasonably possible changes at the reporting date to one of the significant unobservable inputs, holding other inputs constant would have the following effects.

 

			Profit or loss
31 December 2023			Increase £000		Decrease £000
Expected cash flows (10.0% movement)			2		(2)
Risk-adjusted discount rate (1.0% movement)			-		-

 

			Profit or loss
31 December 2022			Increase £000		Decrease £000
Expected cash flows (10.0% movement)			29		(29)
Risk-adjusted discount rate (1.0% movement)			5		(3)

 

7.   Financial risk review

Risk management

This note presents information about the Group's exposure to financial risks and the Group's management of capital. For information on the Group and Company's financial risk management framework, see note 42.

 

A. Group Credit risk

For definition of credit risk and information on how credit risk is mitigated by the Group, see note 42.

 

i. Credit quality analysis

Loans and advances to customers

Explanation of the terms 'Stage 1', 'Stage 2' and 'Stage 3' is included in note 44(G)(vii).

 

An analysis of the credit risk on loans and advances to customers is as follows:

Group	2023					2022*
	Stage 1 £000	Stage 2 £000	Stage 3 £000	Total £000		Stage 1 £000	Stage 2 £000	Stage 3 £000	Total £000
Grade A	341,953	-	-	341,953		273,332	-	-	273,332
Grade B	-	7,822	3,700	11,522		-	5,006	9,347	14,353
Grade C	-	2	28,791	28,793		391	-	19,576	19,967
Gross value	341,953	7,824	32,491	382,268		273,723	5,006	28,923	307,652
Allowance for impairment	(184)	(6)	(19,425)	(19,615)		(303)	(3)	(15,871)	(16,177)
Carrying value	341,769	7,818	13,066	362,653		273,420	5,003	13,052	291,475

Loans are graded A to C depending on the level of risk. Grade A relates to agreements with the lowest risk, Grade B with medium risk and Grade C relates to agreements with the highest of risk.

 

The following table sets out information about the overdue status of loans and advances to customers in Stage 1, 2 and 3:

Group	2023					2022*
31 December	Stage 1 £000	Stage 2 £000	Stage 3 £000	Total £000		Stage 1 £000	Stage 2 £000	Stage 3 £000	Total £000
Current	333,740	-	-	333,740		269,130	-	-	269,130
Overdue < 30 days	8,213	-	-	8,213		4,593	604	-	5,197
Overdue > 30 days	-	7,825	32,490	40,315		-	4,402	28,923	33,325
	341,953	7,825	32,490	382,268		273,723	5,006	28,923	307,652

 

For Stage 3 loans and advances, the Bank holds collateral with a value of £13,410,000 (2022: £12,927,000) representing security cover of 35.0% (2022: 48.0%).

 

* Please refer to Note 20.

 

Debt securities, cash and cash equivalents

The following table sets out the credit quality of liquid assets:

Group		2023	2022
		£000	£000
Government bonds and treasury bills
Rated A to A+		76,129	40,675
Cash and cash equivalents
Rated A to A+		12,107	22,630
Trade and other receivables
Unrated		8,227	4,211
		96,463	67,516

The analysis has been based on Standard & Poor's ratings. The above debt securities, cash and cash equivalents are considered to be Stage 1 as there is no evidence of significant deterioration in credit quality and hence no material expected credit loss allowance is observed.             

 

ii. Collateral and other credit enhancements

The Group holds collateral in the form of the underlying assets (typically private and commercial vehicles, plant and machinery) to loan arrangements as security for HP, finances leases, vehicle stocking plans, block discounting, wholesale funding arrangements, integrated wholesale funding arrangements and secured commercial loan balances, which are sub-categories of loans and advances to customers. In addition, the Group will take debentures, mortgages, personal and corporate guarantees, fixed and floating charges on specific assets such as cash and shares.

 

The terms of enforcing such security can only occur on default, and when realised can only be used to settle the amount of debt and related collection fees.  On occasion the Bank may realise a surplus if the defaulting party loses title to the underlying security as part of enforcement. In addition, the commission share schemes have an element of capital indemnified. 

 

As at 31 December 2023, 13.0% of loans and advances had an element of capital indemnification (2022: 4.0%).  At the time of granting credit within the sub-categories listed above, the loan balances due are secured over the underlying assets held as collateral.

 

At the time of granting credit within the sub-categories listed above, the loan balances due are secured over the underlying assets held as collateral (see note 12 for further details). Collateral is valued at the time of borrowing, and generally are not updated except when a loan is individually assessed as impaired.

 

For portfolios where the Group has never had a default in its history or has robust credit enhancements such as credit insurance or default indemnities for the entire portfolio, then no IFRS 9 provision is made.  At 2023 year-end, 28.0% had such credit enhancements (2022: 29.0%).

 

The following table sets out the principal types of collateral held against different types of financial assets.

 

Group			2023 %		2022 %	Principal type of collateral held
HP balances			100		100	Property and equipment
Finance lease balances			100		100	Property and equipment
Unsecured personal loans			-		-	None
Vehicle stocking plans			100		100	Motor vehicles
Wholesale funding arrangements			100		100	Floating charges over corporate assets
Block discounting			100		100	Floating charges over corporate assets
Secured commercial loans			100		100	Floating charges over corporate assets
Secured personal loans			100		100	Property
Government backed loans			70 - 100		70 - 100	Government guarantee
Property secured			100		100	Property

 

There have been no significant changes in the quality of collateral as a result of a deterioration or changes to the Group's collateral policies during the reporting period.

 

iii. Amounts arising from ECL

Inputs, assumptions and techniques used for estimating impairment

See accounting policy in note 44(G)(vii).

Significant increase in credit risk

When determining whether the risk of default on a financial instrument has increased significantly since initial recognition, the Group considers reasonable and supportable information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the Group's historical experience and expert credit assessment and including forward looking information.

§ A Significant Increase in Credit Risk ("SICR") is always deemed to occur when the borrower is 30 days past due on its contractual payments.  If the Group becomes aware ahead of this time of non-compliance or financial difficulties of the borrower, such as loss of employment, avoiding contact with the Group then a SICR has also deemed to occur.

§ A receivable is always deemed to be in default and credit-impaired when the borrower is 90 days past due on its contractual payments or earlier if the Group becomes aware of severe financial difficulties such as bankruptcy, individual voluntary arrangements, abscond or disappearance, fraudulent activity or other similar events.

 

Credit risk grades

The Group allocates each exposure to a credit risk grade based on a variety of data that is determined to be predictive of the risk of default and applying experienced credit judgement. Credit risk grades are defined using qualitative and quantitative factors that are indicative of risk of default. These factors vary depending on the nature of the exposure and the type of borrower.

 

Credit risk grades are defined and calibrated such that the risk of default occurring increases exponentially as the credit risk grade deteriorates. Loans are graded A to C depending on the level of risk. Grade A relates to agreements with the lowest risk, Grade B with medium risk and Grade C relates to agreements with the highest of risk.

 

Each exposure is allocated to a credit risk grade on initial recognition based on available information about the borrower. Exposures are subject to ongoing monitoring, which may result in an exposure being moved to a different credit risk grade. The monitoring typically involves the use of the following data:

 

Corporate exposures	Retail exposures	All exposures
Information obtained during periodic review of customer files - e.g. audited financial statements, management accounts, budgets and projections. Examples of areas of particular focus are: gross profit margins, financial leverage ratios, debt service coverage, compliance with covenants	Internally collected data on customer behaviour - e.g. repayment behaviour	Payment record - this includes overdue status as well as a range of variables about payment ratios
Data from credit reference agencies	Affordability matrix	Requests for and granting of forbearance
	External data from credit reference agencies, including industry-standard credit scores	Existing forecast changes in business, financial and economic conditions

 

Definition of default

The Group considers a financial asset to be in default when:

§  the borrower is unlikely to pay its credit obligations to the Group in full, without recourse by the Group to actions such as realising security (if any is held);

§  the borrower is more than 90 days past due on any material credit obligation to the Group; or

§  it is becoming probable that the borrower will restructure the asset as a result of bankruptcy due to the borrower's inability to pay its credit obligations.

In assessing whether a borrower is in default, the Group considers indicators that are:

§  qualitative: e.g. breaches of covenant;

§  quantitative: e.g. overdue status and non-payment on another obligation of the same issuer to the Group; and

§  based on data developed internally and obtained from external sources.

Inputs into the assessment of whether a financial instrument is in default and their significant may vary over time to reflect changes in circumstances. The definition of default largely aligns with that applied by the Group for regulatory capital purposes.

Incorporation of forward-looking information

The Group incorporates forward looking information into the measurement of ECL.

The Group has identified and documented key drivers of credit risk and credit losses its financial instruments and using an analysis of historical data, has estimated the relationship between macroeconomic variables and credit risk and credit losses. The key drivers for credit risk for corporate, retail and wholesale portfolios include gross domestic product (GDP) growth, unemployment rates and consumer price index (CPI) inflation. The Group estimates each key driver for credit risk over the active forecast period of three years. The table below lists the UK macroeconomic assumption used in the base scenarios over the five year forecast period:

31 December 2023	2024	2025	2026	2027	2028
GDP growth rate	0.5	1.0	1.3	1.5	1.7
CPI inflation	4.2	2.4	1.8	2.0	2.0
Unemployment rate	4.8	4.9	4.9	4.9	5.0

 

31 December 2022	2023	2024	2025	2026	2027
GDP growth rate	0.0	0.4	n/a	n/a	n/a
CPI inflation	1.8	0.8	n/a	n/a	n/a
Unemployment rate	n/a	n/a	n/a	n/a	n/a

 

Predicted relationships between the key indicators and default and loss rates on various portfolios of financial assets have been developed based on analysing historical data over the past 8 years.

 

Changes to ECL assumptions from the prior year

As of 31 December 2023, the Group has updated its economic projections utilised in the expected credit loss calculation, shifting from the 2022 figures. This adjustment is prompted by a higher than anticipated inflation and GDP growth rate. Additionally, the forecast duration has been prolonged from two to five years, and an additional key indicator, unemployment rate, has been incorporated.

iv. Concentration of credit risk

 

Geographical

Lending is restricted to individuals and entities with Isle of Man, UK or Channel Islands addresses.

 

Segmental

The Bank is exposed to credit risk with regard to customer loan accounts, comprising HP and finance lease balances, unsecured personal loans, secured commercial loans, block discounting, vehicle stocking plan loans and wholesale funding agreements.  In addition, the Bank lends via significant introducers into the UK. There was one introducer that accounted for more than 20.0% of the Bank's total lending portfolio at the end of 31 December 2023 (2022: none).

 

B. Group Liquidity risk

For the definition of liquidity risk and information on how liquidity risk is managed by the Group, see note 42.

 

i. Exposure to liquidity risk

The key measure used by the Group for managing liquidity risk is the ratio of net liquid assets to deposits from customers and short-term funding. For this purpose, net liquid assets includes cash and cash equivalents and investment-grade debt securities for which there is an active and liquid market.

 

Details of the reported Group ratio of net liquid assets to deposits from customers at the reporting date and during the reporting year were as follows:

 

	2023		2022
At 31 December	23.0%		20.0%
Average for the year	19.0%		22.0%
Maximum for the year	23.0%		25.0%
Minimum for the year	15.0%		19.0%

 

ii. Maturity analysis for financial liabilities and financial assets

The table below shows the Group's financial liabilities classified by their earliest possible contractual maturity, on an undiscounted basis including interest due at the end of the deposit term. Based on historical data, the Group's expected actual cash flow from these items vary from this analysis due to the expected re-investment of maturing customer deposits.

 

Residual contractual maturities of financial liabilities as at the reporting date (undiscounted):

31 December 2023	Sight- 8 days £000		>8 days - 1 month £000		>1 month - 3 months £000		>3 months - 6 months £000		>6 months - 1 year £000		>1 year - 3 years £000		>3 years - 5 years £000		>5 years £000			Total £000
Deposits	17,261		13,767		29,718		77,801		122,719		125,205		24,076		-			410,547
Other liabilities	55		257		1,407		6,395		18,997		18,188		13,108		554			58,961
Total liabilities	17,316		14,024		31,125		84,196		141,716		143,393		37,184		554			469,508

 

31 December 2022	Sight- 8 days £000		>8 days - 1 month £000		>1 month - 3 months £000		>3 months - 6 months £000		>6 months - 1 year £000		>1 year - 3 years £000		>3 years - 5 years £000		>5 years £000			Total £000
Deposits	10,878		6,838		27,346		65,153		104,662		81,670		14,557		-			311,104
Other liabilities	691		116		1,796		3,717		13,196		22,354		6,697		590			49,157
Total liabilities	11,569		6,954		29,142		68,870		117,858		104,024		21,254		590			360,261

 

The table below shows the carrying amount of the Group's assets and liabilities by their expected maturities.

Expected maturity of assets and liabilities at the reporting date:

31 December 2023	Sight- 8 days £000		>8 days - 1 month £000		>1 month - 3 months £000		>3 months - 6 months £000		>6 months - 1 year £000		>1 year - 3 years £000		>3 years - 5 years £000			>5 years £000			Total £000
Assets
Cash	12,107		-		-		-		-		-		-			-			12,107
Debt securities	3,499		7,976		28,275		36,379		-		-		-			-			76,129
Loans and advances	17,720		23,854		41,805		42,293		54,800		131,666		49,445			1,070			362,653
Other assets	180		-		-		-		9,580		-		5,057			14,999			29,816
Total assets	33,506		31,830		70,080		78,672		64,380		131,666		54,502			16,069			480,705
Liabilities
Deposits	16,884		12,750		27,084		74,397		118,029		118,434		22,843			-			390,421
Other liabilities	-		100		1,000		5,800		18,421		16,160		12,265			554			54,300
Total liabilities	16,884		12,850		28,084		80,197		136,450		134,594		35,108			554			444,721

 

31 December 2022	Sight- 8 days £000		>8 days - 1 month £000		>1 month - 3 months £000		>3 months - 6 months £000		>6 months - 1 year £000		>1 year - 3 years £000		>3 years - 5 years £000			>5 years £000			Total £000
Assets
Cash	22,630		-		-		-		-		-		-			-			22,630
Debt securities	3,986		7,987		20,785		7,917		-		-		-			-			40,675
Loans and advances	8,038		10,952		27,913		40,730		47,813		106,755		46,176			3,098			291,475
Other assets	122		-		-		-		5,786		-		5,140			13,433			24,481
Total assets	34,776		18,939		48,698		48,647		53,599		106,755		51,316			16,531			379,261
Liabilities
Deposits	10,878		6,380		26,552		64,251		103,561		78,984		13,593			-			304,199
Other liabilities	650		-		1,500		3,286		12,399		20,627		6,240			590			45,292
Total liabilities	11,528		6,380		28,052		67,537		115,960		99,611		19,833			590			349,491

 

Company

All the Company's assets (excluding Investment in subsidiaries, Property, plant and equipment, Intangible assets, Investment in subsidiaries and Subordinated loans) are due within one year. The Subordinated loans are due in more than five years.

All the Company's creditors (excluding Loan notes) are due within one year. The maturity profile £12.3 million of loan notes are due within one year, £14.8 million within 3 years and £12.3 million within five years.

 

iii. Liquidity reserves

The following table sets out the components of the Group's liquidity reserves:

	2023 Carrying amount		2023 Fair value		2022 Carrying amount		2022 Fair value
	£000		£000		£000		£000
Balances with other banks	12,107		12,107		22,630		22,630
Unencumbered debt securities	76,129		76,129		40,675		40,675
Total liquidity reserves	88,236		88,236		63,305		63,305

               

C. Group Market risk

For the definition of market risk and information on how the Group manages the market risks of trading and non-trading portfolios, see note 42.

 

The following table sets out the allocation of assets and liabilities subject to market risk between trading and non-trading portfolios:

			Market risk measure
	Carrying amount		Trading portfolios		Non-trading portfolios
31 December 2023	£000		£000		£000
Assets subject to market risk
Debt securities	76,129		-		76,129
Equity held at Fair Value Through Profit or Loss	138		-		138
Total	76,267		-		76,267

 

			Market risk measure
	Carrying amount		Trading portfolios		Non-trading portfolios
31 December 2022	£000		£000		£000
Assets subject to market risk
Debt securities	40,675		-		40,675
Equity held at Fair Value Through Profit or Loss	122		-		122
Total	40,797		-		40,797

 

i. Exposure to interest rate risk

The following tables present the interest rate mismatch position between assets and liabilities over the respective maturity dates. The maturity dates are presented on a worst-case basis, with assets being recorded at their latest maturity and deposits from customers at their earliest.

 

31 December 2023	Sight-         1 month   £000		>1month - 3months £000		>3months - 6months         £000		>6months- 1 year                 £000		>1 year - 3 years       £000		>3 years - 5 years                 £000		>5 years                 £000		Non-Interest            Bearing                 £000		Total £000
Assets
Cash & cash equivalents	12,107		-		-		-		-		-		-		-		12,107
Debt securities	11,475		28,275		36,379		-		-		-		-		-		76,129
Loans and advances to customers	41,574		41,805		42,293		54,800		131,666		49,445		1,070		-		362,653
Other assets	-		-		-		-		-		-		-		29,816		29,816
Total assets	65,156		70,080		78,672		54,800		131,666		49,445		1,070		29,816		480,705
Liabilities and equity
Deposits from customers	29,634		27,084		74,397		118,029		118,434		22,843		-		-		390,421
Other liabilities	100		1,000		5,800		5,370		16,160		12,265		162		13,443		54,300
Total equity	-		-		-		-		-		-		-		35,984		35,984
Total liabilities and equity	29,734		28,084		80,197		123,399		134,594		35,108		162		49,427		480,705
Interest rate sensitivity gap	35,422		41,996		(1,525)		(68,599)		(2,928)		14,337		908		(19,611)		-
Cumulative	35,422		77,418		75,893		7,294		4,366		18,703		19,611		-		-

 

31 December 2022	Sight- 1 month       £000		>1month - 3months £000		>3months - 6months         £000		>6months- 1 year                         £000		>1 year - 3 years       £000		>3 years - 5 years       £000		>5 years       £000		Non-Interest                      Bearing                         £000		Total £000
Assets
Cash & cash equivalents	22,630		-		-		-		-		-		-		-		22,630
Debt securities	11,973		20,785		7,917		-		-		-		-		-		40,675
Loans and advances to customers	18,990		27,913		40,730		47,813		106,755		46,176		3,098		-		291,475
Other assets	-		-		-		-		-		-		-		24,481		24,481
Total assets	53,593		48,698		48,647		47,813		106,755		46,176		3,098		24,481		379,261
Liabilities and equity
Deposits from customers	17,258		26,552		64,251		103,561		78,984		13,593		-		-		304,199
Other liabilities	650		1,500		3,286		905		20,627		6,240		237		11,847		45,292
Total equity	-		-		-		-		-		-		-		29,770		29,770
Total liabilities and equity	17,908		28,052		67,537		104,466		99,611		19,833		237		41,617		379,261
Interest rate sensitivity gap	35,685		20,646		(18,890)		(56,653)		7,144		26,343		2,861		(17,136)		-
Cumulative	35,685		56,331		37,441		(19,212)		(12,068)		14,275		17,136		-		-

 

The Bank monitors the impact of changes in interest rates on interest rate mismatch positions using a method consistent with the FSA required reporting standard. The methodology applies weightings to the net interest rate sensitivity gap in order to quantify the impact of an adverse change in interest rates of 2.0% per annum (2022: 2.0%). The following tables set out the estimated total impact of such a change based on the mismatch at the reporting date:

 

31 December 2023	Sight-         1 month		>1month -3months		>3months - 6months		>6months                 - 1 year		>1 year - 3 years		>3 years - 5 years					>5 years					Non-Interest              Bearing					Total
Interest rate sensitivity gap £000	35,422		41,996		(1,525)		(68,599)		(2,928)		14,337					908					(19,611)					-
Weighting	0.000		0.003		0.007		0.014		0.027		0.054					0.115					-					-
£000	-		126		(11)		(960)		(79)		774					104					-					(46)

 

31 December 2022	Sight- 1 month		>1month -3months		>3months - 6months		>6months                         - 1 year		>1 year - 3 years		>3 years - 5 years					>5 years					Non-Interest                         Bearing					Total
Interest rate sensitivity gap £000	35,685		20,646		(18,890)		(56,653)		7,144		26,343					2,861					(17,136)					-
Weighting	0.000		0.003		0.007		0.014		0.027		0.054					0.115					-					-
£000	-		62		(132)		(793)		193		1,423					329					-					1,082

 

D. Group Capital Management

i. Regulatory capital

MFG and its subsidiaries maintain sufficient capital stock to cover risks inherent in their principal operating activities. The lead regulator of the Group's wholly owned subsidiary, the Bank, is the FSA. The FSA sets and monitors capital requirements for the Bank. The Bank maintains a capital base to meet the capital adequacy requirements of the FSA.  There have been no changes to its approach to capital management from the prior year.

 

The Bank's regulatory capital consists of the following elements.

§  Common Equity Tier 1 ("CET1") capital, which includes ordinary share capital, retained earnings and reserves after adjustment for deductions for goodwill, intangible assets and intercompany receivable.

§  Tier 2 capital, which includes qualifying subordinated liabilities and any excess of impairment over expected losses.

 

The Bank's Tier 1 and Total Capital regulatory ratios stood at 11.52% (2022: 12.20%) and 16.50% (2022: 15.90%) respectively as at 31 December 2023.  The Bank complied with all capital requirements externally imposed on it in the year with minimum Tier 1 and Overall Capital ratio of 8.73% (2022: 8.50%) and 15.29% (2022: 14.00%) respectively.

 

The FSA's approach to the measurement of capital adequacy is primarily based on monitoring the relationship of the capital resources requirement to available capital resources. The FSA sets individual capital guidance ("ICG") for the Bank in excess of the minimum capital resources requirement. A key input to the ICG setting process is the Bank's internal capital adequacy assessment process ("ICAAP").

 

The Bank is also regulated by the FCA in the UK for credit and brokerage related activities.

 

Further details of the Bank's management of capital are described in the Risk Management Report on page 16 of the Annual Report.

 

ii. Capital allocation

Management uses regulatory capital ratios to monitor its capital base. The allocation of capital between specific operations and activities is, to a large extent, driven by optimisation of the return achieved on the capital allocated. The amount of capital allocated to each operation or activity is based primarily on regulatory capital requirements.

 

E. Company Financial Risk Review

i. Credit risk

The Company is exposed to credit risk primarily from deposits with banks and from its financing activities of Group entities. These balances include Trade and other receivables, Amounts due from Group undertakings, Investment in subsidiaries and Subordinated loans. Cash balances are held with institutions with a credit rating of A to A+. The Group's primary credit exposure is to the Bank. The Investment in subsidiary and subordinated loan balance counterparties are disclosed in Notes 31 and 35 respectively. Amounts due from Group undertakings relate to balances advanced to the Group's subsidiary (MVL) for the acquisition of other subsidiaries including PAL, BBSL, BLX and NRF. The Group manages its credit risk by ensuring that sufficient resources are allocated to credit management and capital allocation and using reputable financial institutions to hold its cash balances.

 

ii. Liquidity risk

The value and term of short term assets are monitored against those of the Company's liabilities. The Company maintains sufficient liquid assets to meet liabilities as they fall due either by retaining Interest income from the Subordinated loan, Dividend income from subsidiary companies or raising  funds through the issue of Loan notes. Amounts due to / from Group undertakings are unsecured, interest-free and repayable on demand. The capital on subordinated loan notes is repayable to the Company in more than 5 years. £12.3m (2022: £6.1m) of loan notes are repayable within one year.

 

iii. Market risk

The Company does not have exposure to foreign exchange risk as transactions are made in and balances held in Sterling. The Company has both interest-bearing assets and liabilities. In order to manage interest rate risk, the Companies Subordinated loans and Loan notes are charged exclusively at fixed rates.

 

8.   Operating segments

Segmental information is presented in respect of the Group's business segments. The Directors consider that the Group currently operates in one geographic segment comprising of the Isle of Man, UK and Channel Islands. The primary format, business segments, is based on the Group's management and internal reporting structure. The Directors consider that the Group operates in three (2022: three) product orientated segments in addition to its investing activities: Asset and Personal Finance (including provision of HP contracts, finance leases, personal loans, commercial loans, block discounting, vehicle stocking plans and wholesale funding agreements); Edgewater Associates Limited (provision of financial advice); and MFX Limited (provision of foreign currency transaction services). 

 

For the year ended 31 December 2023	Asset and Personal Finance £000		Edgewater Associates £000		MFX Limited £000		Investing Activities £000		Total £000
Interest revenue calculated using the effective interest method	45,356		-		-		-		45,356
Other interest income	1,535		-		-		-		1,535
Interest expense	(14,538)		-		-		8		(14,530)
Net interest income	32,353		-		-		8		32,361
Components of Net Trading Income	(6,410)		2,032		1,048		-		(3,330)
Net trading income	25,943		2,032		1,048		8		29,031
Components of Operating Income	2,450		2		-		-		2,452
Operating Income	28,393		2,034		1,048		8		31,483
Depreciation	(739)		(22)		(1)		(63)		(825)
Amortisation and impairment of intangibles	(545)		(76)		(5)		(57)		(683)
Share of profit of equity accounted investees, net of tax	-		-		-		-		-
All other expenses	(20,294)		(1,972)		(364)		(302)		(22,932)
Profit / (loss) before tax payable	6,815		(36)		678		(414)		7,043
Capital expenditure	2,627		6		-		895		3,528
Total assets	438,916		1,578		267		39,944		480,705
Total liabilities	418,794		279		10		25,638		444,721

 

For the year ended 31 December 2022	Asset and Personal Finance £000		Edgewater Associates £000		MFX Limited £000		Investing Activities £000		Total £000
Interest revenue calculated using the effective interest method	28,978		-		-		-		28,978
Other interest income	1,765		-		-		-		1,765
Interest expense	(6,391)		-		-		-		(6,391)
Net interest income	24,352		-		-		-		24,352
Components of Net Trading Income	(2,696)		2,096		1,734		-		1,134
Net trading income	21,656		2,096		1,734				25,486
Components of Operating Income	587		-		-		-		587
Operating Income	22,243		2,096		1,734		-		26,073
Depreciation	(640)		(31)		(2)		(65)		(738)
Amortisation and impairment of intangibles	(494)		(81)		(5)		(2)		(582)
Share of profit of equity accounted investees, net of tax	-		-		-		18		18
All other expenses	(17,226)		(1,943)		(314)		(77)		(19,560)
Profit / (loss) before tax payable	3,883		41		1,413		(126)		5,211
Capital expenditure	1,794		55		3		1		1,853
Total assets	332,689		2,248		543		43,781		379,261
Total liabilities	316,921		513		163		31,894		349,491

 

Included in other expenses above is Goodwill impairment of £0.2 million relating to the Edgewater Associates segment (see note 34). All revenues are earned from the entity's one geographic segment. All non-current assets are located in the entity's one geographic segment.

9.   Net interest income

	2023		2022
	£000		£000
Interest income
Loans and advances to customers	45,356		28,978
Total interest income calculated using the effective interest method	45,356		28,978
Operating lease income	1,535		1,765
Total interest income	46,891		30,743
Interest expense
Deposits from customers	(12,072)		(4,601)
Loan note interest	(2,361)		(1,610)
Lease liability	(93)		(78)
Contingent consideration: interest expense	(4)		(102)
Total interest expense	(14,530)		(6,391)
Net interest income	32,361		24,352

 

10. Net fee and commission income

In the following table, fee and commission income from contracts with customers in the scope of IFRS 15 - Revenue from Contracts with Customers is disaggregated by major type of services. The table includes a reconciliation of the disaggregated fee and commission income with the Group's reportable segments. See note 44D regarding revenue recognition.

	2023		2022
	£000		£000
Major service lines
Independent financial advice income	2,032		2,096
Foreign exchange trading income	1,049		1,743
Asset and personal finance: Brokerage services income	421		590
Debt collection	495		290
Fee and commission income	3,997		4,719
Fee and commission expense	(7,327)		(3,569)
Net fee and commission income	(3,330)		1,150

 

Fee and commission expense relates to commission paid to Brokerages which introduce new business to the Bank.

11. Personnel expenses

	Group				Company
	2023 £000		2022 £000		2023 £000	2022 £000
Staff gross salaries	(9,060)		(7,403)		-	-
Executive Directors' remuneration	(569)		(507)		-	-
Non-executive Directors' fees	(259)		(207)		(62)	(127)
Executive Directors' pensions	(45)		(41)		-	-
Executive Directors' performance related pay	(99)		(68)		-	-
Staff pension costs	(537)		(397)		-	-
National insurance and payroll taxes	(1,134)		(818)		-	-
Staff training and recruitment costs	(354)		(305)		-	-
Equity Settled Restricted Stock Units - key management personnel	(67)		(9)		-	-
Equity Settled Restricted Stock Units - employees	(46)		(9)
	(12,170)		(9,764)		(62)	(127)

 

The Company's personnel expenses consist exclusively of Directors remuneration and fees for services rendered to the Company.

 

12. Other expenses

	2023 £000		2022 £000
Professional and legal fees	(1,586)		(1,427)
Marketing costs	(452)		(363)
IT costs	(1,534)		(1,210)
Establishment costs	(635)		(366)
Communication costs	(177)		(152)
Travel costs	(319)		(297)
Bank charges	(936)		(314)
Insurance	(338)		(333)
Irrecoverable VAT	(383)		(362)
Other costs	(267)		(782)
Impairment loss on goodwill (See Note 34)	-		(200)
	(6,627)		(5,806)

 

13. Impairment on loans and advances to customers

The charge in respect of allowances for impairment comprises, excluding loss allowances on financial assets managed on a collective basis.

	2023 £000		2022 £000
Impairment allowances made	(6,998)		(7,642)
Release of allowances previously made	2,837		3,612
	(4,161)		(4,030)

 

The credit in respect of allowances for impairment on financial assets managed on a collective basis comprises:

 

	2023 £000		2022 £000
Collective impairment allowances made	(656)		(244)
Release of allowances previously made	682		284
Total credit for allowances for impairment on financial assets managed on a collective basis	26		40
Total charge for allowances for impairment	(4,135)		(3,990)

 

14. Profit before tax payable

The profit before tax payable for the year is stated after charging:

				Group				Company
				2023 £000		2022 £000		2023 £000			2022 £000
Fees payable to the Company's auditor for the audit of the Group's financial statements				(85)		(78)		(58)			(54)
Other fees payable to the Company's auditor:				(4)		(11)		-			-
Audit of the Company's subsidiary undertakings				(221)		(197)		-			-
Other assurance service fees				(10)		(6)		-			-
Other services - tax compliance				(4)		(4)		-			-
Pension cost defined benefit scheme				(11)		(14)		-			-
Expenses relating to short-term leases and low value assets				(81)		(92)		-			-

 

15. Income tax expense

Group	2023		2022
	£000		£000
Current tax expense
Current year	(899)		(366)
	(899)		(366)
Deferred tax expense
Origination and reversal of temporary differences	(4)		(171)
Tax expense	(903)		(537)

 

Group			2023				2022
	%		£000		%		£000
Reconciliation of effective tax rate
Profit before tax			7,043				5,211
Tax using the Bank's domestic tax rate	(10.0)		(704)		(10.0)		(521)
Effect of tax rates in foreign jurisdictions	(5.9)		(416)		2.1		111
Tax exempt income	3.1		217		-		-
Non deductible expenses	-		-		(2.4)		(127)
Tax expense	(12.8)		(903)		(10.3)		(537)

 

The main rate of corporation tax in the Isle of Man is 0.0% (2022: 0.0%). However, the profits of the Group's Isle of Man banking activities are taxed at 10.0% (2022: 10.0%). The profits of the Group's subsidiaries that are subject to UK corporation tax are taxed at a rate of 25.0% (2022: 19.0%). The Company is subject to 0.0% tax.

 

The value of tax losses carried forward reduced to nil and there is now a temporary difference related to accelerated capital allowances resulting in a £392,000 liability (2022: £353,000 liability). This resulted in an expense of £171,000 (2022: £171,000) to the Consolidated Income Statement.

 

16. Earnings per share

				2023		2022
Profit for the year attributable to owners of the Company				£5,288,000		£4,331,000
Weighted average number of Ordinary Shares in issue (basic)				115,330,589		114,763,883
Basic earnings per share (pence)				4.59		3.77
Diluted earnings per share (pence)				3.51		2.93
Total comprehensive income for the year attributable to owners of the Company				£5,606,000		£4,869,000
Weighted average number of Ordinary Shares in issue (basic)				115,330,589		114,763,883
Basic earnings per share (pence)				4.86		4.24
Diluted earnings per share (pence)				3.71		3.28

 

The basic earnings per share calculation is based upon the profit for the year after taxation and the weighted average of the number of shares in issue throughout the year.

 

As at:				2023		2022
Reconciliation of weighted average number of Ordinary Shares in issue between basic and diluted
Weighted average number of Ordinary Shares (basic)				115,330,589		114,763,883
Number of shares issued if all convertible loan notes were exchanged for equity				37,916,667		38,225,772
Dilutive element of share options if exercised				2,460,929		830,035
Weighted average number of Ordinary Shares (diluted)				155,708,185		153,819,690
Reconciliation of profit for the year between basic and diluted
Profit for the year (basic)				£5,288,000		£4,331,000
Interest expense saved if all convertible loan notes were exchanged for equity				£171,415		£171,415
Profit for the year (diluted)				£5,459,415		£4,502,415

 

The diluted earnings per share calculation assumes that all convertible loan notes and share options have been converted / exercised at the beginning of the year where they are dilutive.

 

As at:				2023		2022
Reconciliation of total comprehensive income for the year between basic and diluted
Total comprehensive income for the year (basic)				£5,606,000		£4,869,000
Interest expense saved if all convertible loan notes were exchanged for equity				£171,415		£171,415
Total comprehensive income for the year (diluted)				£5,777,415		£5,040,415

 

The weighted average number of ordinary shares and earnings per share have been adjusted retrospectively.

 

17. Cash and cash equivalents

		Group								Company
		2023 £000				2022 £000				2023 £000		2022 £000
Cash at bank and in hand		12,107				20,651				373		1,761
Fixed deposit (less than 90 days)		-				1,979				-		-
		12,107				22,630				373		1,761

 

 

Cash at bank includes an amount of £1,653,000 (2022: £24,000) representing receipts which are in the course of transmission.

 

18. Debt securities

	Group				Company
	2023 £000		2022 £000		2023 £000		2022 £000
Financial assets at fair value through other comprehensive income:
UK Government treasury bills	76,129		40,675		-		-
	76,129		40,675		-		-

 

UK Government Treasury Bills are stated at fair value and unrealised changes in the fair value are reflected in other comprehensive income. There were realised gains of £1,893,000 (2022: £292,000) and unrealised gains of £324,000 (2022: £131,000) during the year.

 

19. Financial assets

	Group				Company
	2023 £000		2022 £000		2023 £000		2022 £000
Financial assets at FVOCI:
(Loss) / gain on Deferred consideration (See note 6(ii))	179		(74)		-		-
Gain on equity instrument	16		55		-		-
	195		(19)		-		-

 

The Bank acquired a new equity instrument in the previous financial year (see note 33).

 

20. Loans and advances to customers

Group	Gross Amount £000		2023 Impairment Allowance £000		Carrying Value £000		Gross Amount £000		2022* Impairment Allowance £000		Carrying Value £000
HP balances	119,533		(4,143)		115,390		87,142		(4,093)		83,049
Finance lease balances	24,878		(3,050)		21,828		21,513		(3,782)		17,731
Unsecured personal loans	88,647		(10,833)		77,814		49,689		(7,236)		42,453
Vehicle stocking plans	1,973		-		1,973		1,918		-		1,918
Wholesale funding arrangements	21,503		-		21,503		30,904		-		30,904
Block discounting	47,520		-		47,520		46,294		-		46,294
Secured commercial loans	25,788		(516)		25,272		12,753		(595)		12,158
Secured personal loans	1,075		-		1,075		1,867		(90)		1,777
Government backed loans	41,283		(1,073)		40,210		55,572		(381)		55,191
Property secured	10,068		-		10,068		-		-		-
	382,268		(19,615)		362,653		307,652		(16,177)		291,475

 

Collateral is held in the form of underlying assets for HP, finance leases, vehicles stocking plans, block discounting, secured commercial and personal loans and wholesale funding arrangements.

 

 

Allowance for impairment			2023 £000		2022* £000
Balance at 1 January			15,962		8,464
Acquisition			-		5,030
Allowance for impairment made			6,998		7,642
Release of allowances previously made			(2,837)		(3,612)
Write-offs			(697)		(1,562)
Balance at 31 December			19,426		15,962

 

Collective allowance for impairment			2023 £000		2022 £000
Balance at 1 January			215		255
Collective allowance for impairment made			656		244
Release of allowances previously made			(682)		(284)
Balance at 31 December			189		215
Total allowances for impairment			19,615		16,177

 

* The gross value and impairment allowance as at 31 December 2022 has each been adjusted from £305,698k and £14,223k by £1,954,000 to appropriately reflect the gross value and impairment allowances of the loans and advances to customers. The adjustment did not have any impact on the carrying value of the loans and advances to customers nor of the statement of profit or loss or cash flows.

 

The following table provides an explanation of how significant changes in the gross carrying amount of financial instruments during the period contributed to changes in loss allowance:

 

			2023 £000		2022 £000
Loans and advances to customers
Acquisition of subsidiary			-		4,620
Unsecured personal loans originated during the period			5,551		-

 

The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to enforcement activity are £nil (2022: £nil). Advances on preferential terms are available to all Directors, management and staff. As at 31 December 2023 £1,699,794 (2022: £1,228,334) had been lent on this basis. In the Group's ordinary course of business, advances may be made to Shareholders, but all such advances are made on normal commercial terms (see note 36).

 

At the end of the current financial year 8 loan exposures (2022: 13) exceeded 10.0% of the capital base of the Bank:

 

Exposure	Outstanding Balance 2023 £000		Outstanding Balance 2022 £000		Facility Limit 2023 £000
Block discounting facility	47,520		68,209		78,088
Wholesale funding agreement	21,503		34,975		26,005

 

HP and finance lease receivables

Loans and advances to customers include the following HP and finance lease receivables:

 

			2023 £000		2022 £000
Less than one year			72,372		51,368
Between one and five years			72,039		57,287
Gross investment in HP and finance lease receivables			144,411		108,655

 

The investment in HP and finance lease receivables net of unearned income comprises:

 

			2023 £000		2022 £000
Less than one year			68,767		47,646
Between one and five years			68,451		53,134
Net investment in HP and finance lease receivables			137,218		100,780

 

21. Trade and other receivables

	Group				Company
	2023 £000		2022 £000		2023 £000		2022 £000
Other debtors	7,730		3,380		-		494
Prepayments	497		831		123		68
	8,227		4,211		123		562

 

22. Property, plant and equipment and right-of-use assets

Group	Buildings and Leasehold Improvements £000		IT Equipment £000		Furniture and Equipment £000		Motor Vehicles1 £000			Right-of-use assets £000	Total £000
Cost
As at 1 January 2023		745		603		5,739		196		1,960		9,243
Additions		93		127		941		119		-		1,280
Disposals		-		-		(787)		(98)		-		(885)
As at 31 December 2023		838		730		5,893		217		1,960		9,638
Accumulated depreciation
As at 1 January 2023		443		456		1,160		85		385		2,529
Charge for year		40		97		427		39		222		825
Disposals		-		-		(98)		(28)		-		(126)
As at 31 December 2023		483		553		1,489		96		607		3,228
Carrying value at 31 December 2023		355		177		4,404		121		1,353		6,410
Carrying value at 31 December 2022		302		147		4,579		111		1,575		6,714

¹Included in motor vehicles are operating leases with the Group as lessor. Depreciation on leasing assets was £nil (2022: £16,000).

Buildings with an original cost of £160,000 were revalued by independent valuers Vospers Limited to £175,000 on the basis of market value as at 15 September 2021. The valuation conforms to International Valuation Standards and was based on recent market transactions on arm's length terms for similar properties. The Directors consider the valuation of the buildings as at 31 December 2023 remains £175,000. The carrying amount that would have been recognised had the building been carried under the cost model would be £150,400 (2022: 153,600).

 

 

Company	Leasehold Improvements £000		IT Equipment £000		Furniture and Equipment £000			Right-of use-assets £000		Total £000
Cost
As at 1 January 2023		234		20		18		424		696
Additions		-		1		-		-		1
As at 31 December 2023		234		21		18		424		697
Accumulated depreciation
As at 1 January 2023		234		6		11		244		495
Charge for year		-		1		2		60		63
As at 31 December 2023		234		7		13		304		558
Carrying value at 31 December 2023		-		14		5		120		139
Carrying value at 31 December 2022		-		14		7		180		201

 

23. Intangible assets

Group		Customer Contracts £000		Intellectual Property Rights £000		IT Software and Website Development £000		Total £000
Cost
As at 1 January 2023			2,930		1,245		2,549		6,724
Additions			7		757		1,484		2,248
As at 31 December 2023			2,937		2,002		4,033		8,972
Accumulated amortisation
As at 1 January 2023			1,161		523		2,337		4,021
Charge for year			214		218		251		683
As at 31 December 2023			1,375		741		2,588		4,704
Carrying value at 31 December 2023			1,562		1,261		1,445		4,268
Carrying value at 31 December 2022			1,769		722		212		2,703

 

Company		IT Software and Website Development £000			Total £000
Cost
As at 1 January 2023			31		31
Additions			893		893
As at 31 December 2023			924		924
Accumulated amortisation
As at 1 January 2023			6		6
Charge for year			57		57
As at 31 December 2023			63		63
Carrying value at 31 December 2023			861		861
Carrying value at 31 December 2022			25		25

 

24. Deposits from customers

			2023 £000		2022 £000
Retail customers: term deposits			377,899		291,238
Corporate customers: term deposits			12,522		12,961
			390,421		304,199

 

25. Creditors and accrued charges

	Group				Company
	2023 £000		2022 £000		2023 £000		2022 £000
Other creditors and accruals	12,623		10,096		453		232
Commission creditors	174		1,398		-		-
Lease liability	1,358		1,614		91		208
Taxation creditors	254		-		-		-
	14,409		13,108		544		440

 

26. Deferred consideration

Deferred consideration relates to contingent payments due to the sellers on the acquisition of BBSL and BLX respectively.

 

On the acquisition of BLX on 11 October 2021, the Group agreed that a further conditional consideration of up to £483,663 is payable to the sellers in addition to the cash consideration paid. The total amount payable is contingent on the recovery of certain loans and advances found to be in default at acquisition. The fair value on acquisition date was determined to be £387,000. The Group made a payment of £67,000 (2022: £156,093) to the sellers during the period.

 

			2023 £000		2022 £000
BLX			20		262
			20		262

 

27. Loan notes

		Group				Company
	Notes	2023 £000		2022 £000		2023 £000			2022 £000
Related parties
J Mellon	JM	1,750		1,750		1,750			1,750
Burnbrae Limited	BL	3,200		3,200		3,200			3,200
Culminant Reinsurance Ltd	CR	1,000		1,000		1,000			1,000
		5,950		5,950		5,950			5,950
Unrelated parties	UP	33,367		25,382		33,367			25,382
		39,317		31,332		39,317			31,332

 

JM - Two loans, one loan of £1,250,000 maturing on 26 February 2025 with interest payable of 5.4% per annum, convertible to ordinary shares of the Company at a rate of 9.0 pence, one of £500,000 maturing on 31 July 2027, paying interest of 7.5% per annum and convertible to ordinary shares of the Company at a rate of 8.0 pence.

 

BL - Three loans, one of £1,200,000 maturing on 31 July 2027, paying interest of 7.5% per annum, convertible to ordinary shares of the Company at a rate of 8.0 pence, one of £1,000,000 maturing 25 February 2025, paying interest of 5.4% per annum, and one of £1,000,000 maturing 28 September 2025 paying interest of 6.0% per annum. Jim Mellon is the beneficial owner of BL and Denham Eke is also a director.

 

CR - One loan consisting of £1,000,000 maturing on 12 October 2025, paying interest of 6.0% per annum. Greg Bailey, a director, is the beneficial owner of CR. 

 

UP - Forty loans (2022: Forty), the earliest maturity date is 22 January 2024 and the latest maturity is 10 October 2028. The average interest payable is 5.87% (2022: 5.52%)

 

With respect to the convertible loans, the interest rate applied was deemed by the Directors to be equivalent to the market rate at the time with no conversion option.

 

28. Pension liability

The Conister Trust Pension and Life Assurance Scheme ("Scheme") operated by the Bank is a funded defined benefit arrangement which provides retirement benefits based on final pensionable salary. The Scheme is closed to new entrants and the last active member of the Scheme left pensionable service in 2011.

 

The Scheme is approved in the Isle of Man by the Assessor of Income Tax under the Income Tax (Retirement Benefit Schemes) Act 1978 and must comply with the relevant legislation. In addition, it is registered as an authorised scheme with the FSA in the Isle of Man under the Retirement Benefits Scheme Act 2000. The Scheme is subject to regulation by the FSA but there is no minimum funding regime in the Isle of Man.

 

The Scheme is governed by two corporate trustees, Conister Bank Limited and Boal & Co (Pensions) Limited. The trustees are responsible for the Scheme's investment policy and for the exercise of discretionary powers in respect of the Scheme's benefits.

 

Exposure to risk

The Company is exposed to the risk that additional contributions will be required in order to fund the Scheme as a result of poor experience. Some of the key factors that could lead to shortfalls are:

 

§  investment performance - the return achieved on the Scheme's assets may be lower than expected; and

§  mortality - members could live longer than foreseen. This would mean that benefits are paid for longer than expected, increasing the value of the related liabilities.

 

In order to assess the sensitivity of the Scheme's pension liability to these risks, sensitivity analysis have been carried out. Each sensitivity analysis is based on changing one of the assumptions used in the calculations, with no change in the other assumptions. The same method has been applied as was used to calculate the original pension liability and the results are presented in comparison to that liability. It should be noted that in practice it is unlikely that one assumption will change without a movement in the other assumptions; there may also be some correlation between some of these assumptions. It should also be noted that the value placed on the liabilities does not change on a straight line basis when one of the assumptions is changed. For example, a 2.0% change in an assumption will not necessarily produce twice the effect on the liabilities of a 1.0% change.

 

Exposure to risk

No changes have been made to the method or to the assumptions stress-tested for these sensitivity analyses compared to the previous period. The investment strategy of the Scheme has been set with regard to the liability profile of the Scheme. However, there are no explicit asset-liability matching strategies in place.

 

Restriction of assets

No adjustments have been made to the statement of financial position items as a result of the requirements of IFRIC 14 - IAS 19: The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, issued by IASB's International Financial Reporting Interpretations Committee.

 

Scheme amendments

There have not been any past service costs or settlements in the financial year ending 31 December 2023 (2022: none).

 

Funding policy

The funding method employed to calculate the value of previously accrued benefits is the Projected Unit Method. Following the cessation of accrual of benefits when the last active member left service in 2011, regular future service contributions to the Scheme are no longer required. However, additional contributions will still be required to cover any shortfalls that might arise following each funding valuation.

 

The most recent triennial full actuarial valuation was carried out at 31 March 2022, which showed that the market value of the Scheme's assets was £1,432,000 representing 65.2% of the benefits that had accrued to members, after allowing for expected future increases in earnings. As required by IAS 19: Employee Benefits, this valuation has been updated by the actuary as at 31 December 2023.

 

The amounts recognised in the Consolidated Statement of Financial Position are as follows:

Total underfunding in funded plans recognised as a liability			2023 £000		2022 £000
Fair value of plan assets			1,359		1,289
Present value of funded obligations			(1,521)		(1,526)
			(162)		(237)

 

Movement in the liability for defined benefit obligations			2023 £000		2022 £000
Opening defined benefit obligations at 1 January			1,526		2,230
Benefits paid by the plan			(77)		(75)
Interest on obligations			74		44
Actuarial gain			(2)		(673)
Liability for defined benefit obligations at 31 December			1,521		1,526

 

Movement in plan assets			2023 £000		2022 £000
Opening fair value of plan assets at 1 January			1,289		1,543
Interest on plan assets			63		30
Contribution by employer			57		57
Return on plan assets			27		(266)
Benefits paid			(77)		(75)
Closing fair value of plan assets at 31 December			1,359		1,289

 

Expense recognised in income statement			2023 £000		2022 £000
Net interest cost recognised in the statement of profit and loss			11		14

 

Actuarial gain / (loss) recognised in other comprehensive income			2023 £000		2022 £000
Return on plan assets			27		(266)
Actuarial gain on defined benefit obligations			2		673
			29		407

 

	2023		2022
Plan assets consist of the following	%		%
Equity securities	45		61
Corporate bonds	20		13
Government bonds	28		21
Cash	2		2
Other	5		3
	100		100

 

The actuarial assumptions used to calculate Scheme liabilities under IAS19 are as follows:	2023 %	2022 %
Rate of increase in pension in payment:
-           Service up to 5 April 1997	-	-
-           Service from 6 April 1997 to 13 September 2005	3.1	3.1
-           Service from 14 September 2005	2.1	2.1
Rate of increase in deferred pensions	5.0	5.0
Discount rate applied to scheme liabilities	5.0	5.0
Inflation	3.2	3.2

 

Life expectancy	2023 %	2022 %
Current pensioner aged 65 (male)	21.3	21.6
-           Current pensioner aged 65 (female)	23.8	23.9
-           Future pensioner aged 65 in 10 years (male)	21.8	22.1
-           Future pensioner aged 65 in 10 years (female)	24.5	24.7

 

The assumptions used by the actuary are best estimates chosen from a range of possible assumptions, which due to the timescale covered, may not necessarily be borne out in practice.

 

Sensitivity analysis

Reasonably possible changes at the reporting date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the amounts shown below.

	2023			2022
Effect in £'000	Increase	Decrease		Increase	Decrease
Discount rate (0.5% movement)	(76)	84		(79)	87
-           Inflation rate (0.5% movement)	20	(18)		18	(20)
-           Life expectancy (1 year movement)	58	(58)		53	(55)

 

29. Called up share capital

Ordinary shares of no par value available for issue		Number
At 31 December 2023		200,200,000
At 31 December 2022		200,200,000

 

Issued and fully paid: Ordinary shares of no par value	Number	£000
At 31 December 2023	116,191,936	19,384
At 31 December 2022	115,072,988	19,195

 

A.  Analysis of changes in financing during the year

	Group				Company
	2023 £000		2022 £000		2023 £000					2022 £000
Balance at 1 January	52,141		44,100		50,735					43,113
Issue of loan notes	7,985		7,660		7,985					7,659
Issue of lease liability	-		521		-					-
Issue of shares via scrip dividend	91		62		91					62
Issue of shares	98		-		98					-
Payment of lease liabilities	(256)		(202)		(117)					(99)
Balance at 31 December	60,059		52,141		58,792					50,735

 

The 2023 Group closing balance is represented by £19,384,000 share capital (2022: £19,195,000), £39,317,000 of loan notes (2022: £31,332,000) and £1,358,000 lease liability (2022: £1,614,000).

 

The 2023 Company closing balance is represented by £19,384,000 share capital (2022: £19,195,000), £39,317,000 of loan notes (2022: £31,332,000) and £91,000 lease liability (2022: £208,000).

 

B. Dividends

On 30 May 2023, MFG declared a dividend of £433,000 (2022: £279,000) which could either be taken up in cash or new ordinary shares of 418,993 new shares (2022: 781,349 new shares) were admitted to the Alternative Investment Market ("AIM") at 21.8974 pence per share (2022: 8.0205 pence per share), at a total cost of £91,000 (2022: £62,000).

 

C. Convertible loans

There are three convertible loans totalling £2,950,000 (2022: £2,950,000) (refer to note 27).

 

D. Share options and Restricted Stock Units

i. Issued during the financial year ended 31 December 2023

On 5 July 2022, 27 October 2022 and 29 November 2023 MFG granted Restricted Stock Units ("RSUs") under its 2022 RSU Plan. The Group has issued, in total, RSUs over 4,687,500 ordinary shares representing 4.1% of the issued share capital of the Group, including 2,900,000 to certain directors and 1,787,500 to certain employees. The RSUs will have a 2-year term and are subject to certain vesting conditions based upon an overall growth in profitability. Any RSUs granted will fall away should the recipient leave employment before the 2-year term expires. Should the individual vesting conditions be satisfied at the end of the term, the stock will be exercised at nil cost.

 

The Group directors who received RSUs are as follows:

 

§  Douglas Grant, Group Chief Executive Officer was issued 1,925,000 RSUs. Including the 1,243,129 Ordinary Shares in the Company he currently owns, he would hold a total of 3,168,129 on a fully diluted basis, being 2.0% of the new issued share capital of the Company; and

§  James Smeed, Group Finance Director, was issued 475,000 RSUs. On the same basis, he would hold 0.3% of the new issued share capital of the Company.

 

The terms and conditions of the grants are as follows: and will be settled by the physical delivery of shares.

 

Grant date / employees entitled	Number of Units				Contractual life of options
RSUs granted to key employees at 5 July 2022	1,020,000				2 years
RSUs granted to directors at 5 July 2022	1,100,000				2 years
RSUs granted to key employees at 27 October 2022	165,000				2 years
RSUs granted to directors at 27 October 2022	150,000				2 years
RSUs granted to directors and key employees at 29 November 2023	2,252,500				2 years
Total RSUs	4,687,500
Lapsed RSUs	(135,000)
Remaining RSUs	4,552,500

 

The fair value of employee services received in return for restricted stock units granted is based on the fair value of them measured using the Black-Scholes formula. Service related and non-market performance conditions were not taken into account in measuring fair value. The inputs used in measuring the fair values at the grant of the equity-settled restricted stock unit payment plans were as follows.

 

Fair value of restricted stock units and assumptions	Grant at 5 July 2022		Grant at 27 October 2022		Grant at 29 November 2023
Share price at grant date	8.5 pence		14.0 pence		17.5 pence
Exercise price	nil		nil		nil
Expected volatility * ^	55.14%		107.71%		638.12%
Expected life (weighted average)	2 years		2 years		2 years
Risk-free interest rate (based on government bonds) * ^	1.65%		3.15%		4.43%
Forfeiture rate	0.00%		0.00%		0.00%
Fair value at grant date	8.5 pence		14.0 pence		17.5 pence

 

^ Based on past 3 years

* Annual rates

 

The expected volatility is based on both historical average share price volatility and implied volatility derived from traded options over the group's ordinary shares of maturity similar to those of the employee options.

 

The charge for the year for share options granted was £113,000 (2022: £18,000).

 

On 23 June 2014, 1,750,000 share options were issued to Executive Directors and senior management within the Group at an exercise price of 14 pence per share.

 

The options vest over three years with a charge based on the fair value of 8 pence per option at the date of grant. The period of grant is for 10 years less 1 day ending 22 June 2024, with the condition of three-years continuous employment being met.

 

Of the 1,750,000 share options issued, 350,000 (31 December 2022:1,050,000) remain outstanding.

 

The fair value of services received in return for share options granted is based on the fair value of share options granted, measured using a binomial probability model with the following inputs for each award:

 

On 30 November 2023, Douglas Grant, Chief Executive Officer, exercised options over 700,000 ordinary shares of no par value ("New Ordinary Shares") in the Company (the "Options"), at an exercise price of 14 pence per New Ordinary Share, for an aggregate consideration of £98,000.

 

						23 June 2014
Fair value at date of grant						£0.08
Share price at date of grant						£0.14
Exercise price						£0.14
Expected volatility						55.0%
Option life						3
Risk-free interest rate (based on government bonds)						0.5%
Forfeiture rate						33.3%

 

30. List of associates

Set out below is a list of associates of the Group:

			Group 2023 £000		Group 2022 £000
Payitmonthly Ltd ("PIML")			155		155
Lesley Stephen & Co Limited ("LSC")			42		-
			197		155

 

In August 2018, 30% of the share capital of PIML was acquired for £90,000 consideration. The Group's resulting share of the associate's total comprehensive income during the year was £nil (2022: £18,000).

 

As part of the Bank providing loan finance to LSC, on 29 June 2023 the Group acquired 10% of its issued share capital for nil consideration. The receipt of the issued share capital is considered to be linked to the loan facilities financed and therefore its term and interest rate implicit in the finance agreement have been used as the basis to discount the fair value of the gratis shares issued.

 

The Group possesses the capacity to engage in policy-making processes within LSC through its right to designate an individual to attend all board meetings as an observer. Via its representative, the Group also holds the ability to introduce topics for discussion on the agenda, although it doesn't have voting rights in this regard. Moreover, the Group has introduced constraints on LSC's board, effectively preventing specified significant actions from being taken without the Group's consent. The fair value of the financial instrument received has been determined as £42,000 at initial recognition based on the proportionate share of the net asset value of LSC. As part of the transaction, the Group has been granted two warrants to acquire further shares. The first warrant is for 10% of the share capital and the second warrant is for a further 10% of the share capital. The two warrants are exercisable dependent upon the profit before tax achieved by LSC relative to target profit before tax for the relevant financial period. The fair value of the two warrants has been determined to be nil due to the significant uncertainty that exists at acquisition date of achieving such targets. For these reasons the financial instrument is accounted for as an Associate in accordance with IAS 28. The Group's resulting share of the associate's total comprehensive income during the year was £nil (2022: £nil).

Moreover, the Group has introduced constraints on LSC's board, effectively preventing specified significant actions from being taken without the Group's consent.

The Group continues to obtain information necessary to measure the fair value of the shares obtained. The fair value of the financial instrument received has been provisionally determined as £42,000 at initial recognition based on the proportionate share of the net asset value of LSC. As part of the transaction, the Group has been granted two warrants to acquire further shares. The first warrant is for 10% of the share capital and the second warrant is for a further 10% of the share capital.

The two warrants are exercisable dependent upon the profit before tax achieved by LSC relative to target profit before tax for the relevant financial period. The fair value of the two warrants has been determined to be nil due to the significant uncertainty that exists at acquisition date of achieving such targets.

For these reasons the financial instrument is accounted for as an Associate in accordance with IAS 28.

31. List of subsidiaries

Set out below is a list of direct subsidiaries of the Group:

Carrying value of investments	Nature of Business	31 December 2022 % Holding	Date of Incorporation		2023 £000		2022 £000
Conister Bank Limited	Asset and Personal Finance	100	05/12/1935		26,092		21,592
Edgewater Associates Limited	Wealth Management	100	24/12/1996		2,005		2,005
TransSend Holdings Limited	Holding Company	100	05/11/2007		-		-
Manx Ventures Limited	Holding Company	100	15/05/2009		-		-
					28,097		23,597

 

All subsidiaries are incorporated in the Isle of Man.

 

Set out below is a list of indirect significant subsidiaries of the Group:

Carrying value of investments	Principal place of business	Country of incorporation	Ownership interest
Conister Finance & Leasing Limited	UK	IOM	100.0%
MFX Limited	IOM	IOM	100.0%
Payment Assist Limited	UK	UK	50.1%
Blue Star Leasing Limited	UK	UK	100.0%
Ninkasi Rentals & Finance Limited	UK	UK	90.0%
The Business Lending Exchange Limited	UK	UK	100.0%

 

32. Non-controlling interests in subsidiaries

The following table summarises the information about the Group's subsidiaries that have material NCI, before any intra-group eliminations.

 

31 December 2023 £'000	PAL		NRF		Total
NCI percentage	49.9%		10%
Cash and cash equivalents	1,249		369
Loans and advances to customers	15,965		-
Trade and other receivables	1,013		1,133
Property, plant and equipment	-		4,275
Intangible assets	380		23
Loans and borrowings	(4,036)		(145)
Creditors and accrued charges	(12,593)		(4,884)
Deferred tax	-		(232)
Net assets	1,978		539
Carrying amount of NCI	987		54		1,041
Revenue	10,822		1,478
Profit	1,700		42
OCI	-		-
Total comprehensive income	1,700		42
Profit allocated to NCI	848		4		852
OCI allocated to NCI	-		-		-
Operating activities cashflows	973		339
Investing activities cashflows	(185)		(151)
Financing activities cashflows	(2,122)		-
Net (decrease) / increase in cashflows	(1,334)		188

 

31 December 2022 £'000	PAL		NRF		Total
NCI percentage	49.9%		10%
Cash and cash equivalents	2,584		219
Loans and advances to customers	9,818		-
Trade and other receivables	1,116		941
Property, plant and equipment	15		4,507
Intangible assets	251		27
Loans and borrowings	(3,089)		(4,355)
Creditors and accrued charges	(10,416)		(628)
Deferred tax	-		(217)
Net assets	279		494
Carrying amount of NCI	140		49		189
Revenue	3,407		1,660
Profit	645		207
OCI	-		-
Total comprehensive income	645		207
Profit allocated to NCI	322		21		343
OCI allocated to NCI	-		-		-
Operating activities cashflows	585		87
Investing activities cashflows	124		(158)
Financing activities cashflows	-		(12)
Net increase / (decrease) in cashflows	709		(83)

 

33. Financial Instruments

Rivers Finance Group PLC ("RFG")

On 9 June 2021 the Group acquired 10% of the issued share capital of RFG for nil consideration. The receipt of the issued share capital is considered to be a commitment fee receivable by the Group in order to originate loan facilities in aggregate not exceeding £6,250,000 to RFG. The commitment fee is an integral part of the effective interest rate of the associated loan facilities issued to RFG.

 

The Group is not considered to have a significant influence over RFG as it holds less than a 20% shareholding and is not considered to participate in the policy making decisions of the entity. The 10% shareholding has thus been classified as a financial instrument.

 

The Group continues to obtain information necessary to measure the fair value of the shares obtained. The fair value of the financial instrument received has been determined as £138,000 (2022: £122,000) based on the proportionate share of the net asset value of RFG. There has been no change to fair value at year-end.

 

As part of the transaction, the Group has been granted two warrants to acquire further shares. The first warrant is for 5% of the share capital and the second warrant is for a further 5% of the share capital.

 

The two warrants are exercisable dependent upon the Group's banking subsidiary, the Bank, contracting with RFG, for a larger facility. The fair value of the two warrants has been determined to be nil due to the significant uncertainty that exists at acquisition date and the period end in issuing a further debt facility.

 

34. Goodwill

Cash generating unit						Group 2023 £000		Group 2022 £000		Company 2023 £000		Company 2022 £000
PAL (see below)						4,456		4,456		-		-
EAL						1,649		1,649		-		-
BLX						1,908		1,908		-		-
BBSL						1,390		1,390		-		-
NRFL						678		678		-		-
Manx Collections Limited ("MCL")						454		454		-		-
Three Spires Insurance Services Limited ("Three Spires")						41		41		-		-
						10,576		10,576		-		-

 

Management has determined that a reasonably possible change in the key assumptions would not result in the carrying amount to exceed the recoverable amount of the following CGU's and accordingly no impairment of goodwill.

Payment Assist Limited ("PAL")

On 16 May 2022, the Group (through MVL) announced that it entered into an agreement to acquire 50.1% of the shares and voting interests in UK focused, point of sale lender PAL for a total consideration of £4.244 million payable in cash. The acquisition was completed in September 2022. In addition to the acquisition, MVL has agreed an option to acquire the remaining 49.9% of Payment Assist for a variable cash consideration of 2 times the average net profit per share at the point of exercise, subject to a maximum of £5 million (the "Option"). The Option can be exercised by MVL at any time for the period until PAL has declared a dividend for the financial year ended 31 December 2026.

 

General

The key assumptions used in the estimation of the recoverable amount are set out in this note. The recoverable amount of the CGUs discussed in this note were each based on value in use. The values assigned to key assumptions represents management's assessment of future trends in the relevant industries and have been based on historical data from both external and internal sources.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of PAL is based on 10-year forecasted cash flow projections and then discounted using a 14.2% (2022: 14.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors of up to 20.0% on single interest income growth rates.

 

The estimated recoverable amount in relation to the EAL CGU (including also goodwill generated on acquisition of EAL) is based on forecasted 10-year forecasted cash flow projections, using a 2.0% annual increment, and then discounted using a 13.9% (2022: 14.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors of 15.0% and 20.0% on stable profit levels. An impairment loss on EAL goodwill of £200,000 has been recognised in the prior year.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of BLX is based on10-year interest income using a 0% annual increment, and then discounted using a 14.2% (2022: 14.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors of up to 20.0% on single interest income growth rates.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of BBSL is based on forecasted 10-year forecasted cash flow projections using a 0% annual increment, with a terminal value calculated using a 2.0% growth rate of net income and then discounted using a 14.2% (2022: 14.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors of up to 20.0% on single interest income growth rates.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of NRFL is based on 10-year forecasted cash flow projection using a 2.0% annual increment, and then discounted using a 14.2% (2022: 12.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors of up to 20.0%. On the basis of the above reviews no impairment to goodwill has been made in the current year.

 

The estimated recoverable amount in relation to the goodwill generated on the purchase of MCL is based on 4-year sales interest income. This is extrapolated to 10 years using a 2.0% annual increment, and then discounted using a 14.2% (2022: 11.0%) discount factor. The sensitivity of the analysis was tested using additional discount factors up to 20.0%.

 

The goodwill generated on the purchase of Three Spires has been reviewed at the current year end and is considered adequate given its income streams referred to EAL.  Based on the above no impairment to goodwill has been made in the current year.

 

35. Loans and amounts due from Group undertakings

Amounts due from and to Group undertakings

Amounts due from and to Group undertakings relate to intra-group transactions and are unsecured, interest-free and repayable on demand. The amounts will be settled either through cash or net settlement.

Subordinated loans

MFG has issued several subordinated loans as part of its equity funding into the Bank and EAL.

Creation	Maturity	Interest rate % p.a.		2023 £000		2022 £000
Conister Bank Limited
11 February 2014	11 February 2034	7.0		500		500
27 May 2014	27 May 2034	7.0		500		500
9 July 2014	9 July 2034	7.0		500		500
17 September 2014	17 September 2026	7.0		400		400
22 July 2013	22 July 2033	7.0		1,000		1,000
25 October 2013	22 October 2033	7.0		1,000		1,000
23 September 2016	23 September 2036	7.0		1,100		1,100
14 June 2017	14 June 2037	7.0		450		450
12 June 2018	12 June 2038	7.0		2,000		2,000
23 March 2023	23 March 2043	7.0		6,500		-
Edgewater Associates Limited
21 February 2017	21 February 2027	7.0		150		150
14 May 2017	14 May 2027	7.0		128		128
				14,228		7,728

 

36. Related party transactions

Cash deposits

During the year, the Bank held cash on deposit on behalf of Jim Mellon (Executive Chairman of MFG). At 31 December total deposits amounted to £4,502 (2022: £94,475), at normal commercial interest rates in accordance with the standard rates offered by the Bank.

 

Key management remuneration including Executive Directors

 

	2023 £000		2022 £000
Remuneration - executive Directors	569		516
Remuneration - non-executive Directors	259		172
Performance Related Pay	99		68
Pension	45		41
Equity Settled Restricted Stock Units (see note 11)	67		9
	1,039		806

 

Employment benefits include gross salaries, performance related pay, employer defined contributions and restricted stock units (See note 29D). At 31 December 2023, Douglas Grant had three amortising loans outstanding to Conister Bank Limited with capital outstanding of £315,524 (2022: £376,163). The maximum original term of the three loans is 61 months and the average interest is 2.57% (2022: 7.0%). James Smeed had an amortising loan outstanding to Conister Bank with capital outstanding of £10,847 (2022: £15,463). The original term of the loan is 49 months and the average interest is 3.01% (2022: 3.01%). No impairment is held in respect of these amounts.

 

Intercompany recharges

Various intercompany recharges are made during the course of the year as a result of the Bank settling debts in other Group companies.

 

Loan advance to PIML

On 24 May 2018, a £500,000 loan facility was made available to PIML by the Bank in order to provide the finance required to expand its operations. The facility is for 12 months. Interest is charged at commercial rates. At 31 December 2023, £2,677,000 (2022: £1,241,000) had been advanced to PIML. No impairment is held in respect of these amounts. This loan facility is repayable in cash.

 

Loan advance to Lesley Stephen & Co Limited ("LSC")

A total £10 million loan facility is available to LSC to provide the finance required to expand its operations. Interest is charged at commercial rates. At 31 December 2023, £10 million had been advanced to LSC. As part of a finance arrangement between the Bank and LSC, Manx Ventures Limited ("MVL") (a related entity) acquired a 10% shareholding in RFG. This loan facility is repayable in cash.

 

Subordinated loans

The Company has advanced £13,950,000 (2022: £7,450,000) of subordinated loans to the Bank and £278,000 (2022: £278,000) to EAL as at 31 December 2023. See note 35 for more details.

 

37. Leases

A. Leases as lessee

The Group leases the head office building in the Isle of Man. The lease's term is 10 years with an option to renew the lease after that date. Lease payments are renegotiated every 10 years to reflect market rentals.

 

The Group leases an office unit in the United Kingdom and IT equipment with contract terms of 2 to 3 years. These leases are short-term and / or leases of low-value items. The Group has elected not to recognise right-of-use assets and lease liabilities for these leases.

 

Information about leases for which the Group is a lessee is presented below.

 

i. Right-of-use assets

Right-of-use assets related to leased properties that do not meet the definition of investment property are presented as property, plant and equipment.

		Land and Buildings		Total
Group		£000		£000
Cost
As at 1 January 2023		1,960		1,960
Acquisition of subsidiary		-		-
Additions		-		-
As at 31 December 2023		1,960		1,960
Accumulated depreciation
As at 1 January 2023		385		385
Charge for the year		222		222
Eliminated on disposals		-		-
As at 31 December 2023		607		607
Carrying value at 31 December 2023		1,353		1,353
Carrying value at 31 December 2022		1,575		1,575

 

For company only right of use asset disclosure, refer to note 22.

 

ii. Amounts recognised in profit or loss

	Group				Company
	2023		2022		2023		2022
	£000		£000		£000		£000
Interest on lease liabilities	93		78		-		-
Depreciation expense	222		180		60		63
Expenses relating to short-term leases and low-value assets	81		92		-		-

 

iii. Amounts recognised in statement of cash flows

	Group				Company
	2023		2022		2023		2022
	£000		£000		£000		£000
Interest paid	93		78		-		-
Capital paid	256		202		117		99
Total cash outflow for leases	349		280		117		99

 

38. Regulators

Certain Group subsidiaries are regulated by the FSA and the FCA as detailed below.

 

The Bank and EAL are regulated by the FSA under a Class 1(1) - Deposit Taking licence and Class 2 - Investment Business licence respectively. The Bank is also regulated by the UK's Prudential Regulatory Authority ("PRA") and the UK's Financial Conduct Authority ("FCA").

 

39. Contingent liabilities

The Bank is required to be a member of the Isle of Man Government Depositors' Compensation Scheme which was introduced by the Isle of Man Government under the Banking Business (Compensation of Depositors) Regulations 1991 and creates a liability on the Bank to participate in the compensation of depositors should it be activated.

 

The possibility of an outflow of resources embodying economic benefits for all other contingent liabilities of the Group are considered remote and thus do not require separate disclosure.

 

40. Non-IFRS measures

Non-IFRS measures included in the financial statements include the following:

 

Measure	Description
Net trading income	Net trading income represents net interest income and contributions from non-interest income activities.
Operating income	Operating income represents net trading income other operating income and gains or losses on financial instruments

 

41. Subsequent events

There were no subsequent events occurring after 31 December 2023.

 

42. Financial risk management

A. Introduction and overview

The Group has exposure to the following risks from financial instruments:

§  credit risk;

§  liquidity risk;

§  market risk; and

§  operational risk.

 

Risk management framework

The Board has overall responsibility for the establishment and oversight of the Group's risk management framework. The Board has established the ARCC, which is responsible for approving and monitoring Group risk management policies. The ARCC is assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the ARCC.

 

The Group's risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. The risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group's activities. The Group, though its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations.

 

B. Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations, and arises principally from the Group's loans and advances to customers and investment debt securities. Credit risk includes counterparty, concentration, underwriting and credit mitigation risks.

 

Management of credit risk

The Bank's Board of Directors created the Credit Committee which is responsible for managing credit risk, including the following:

§  Formulating credit policies in consultation with business units, covering collateral requirements, credit assessments, risk grading and reporting, documentary and legal procedures, and compliance with regulatory and statutory requirements;

§  Establishing the authorisation structure for the approval and renewal of credit facilities. Authorisation limits are allocated in line with credit policy;

§  Reviewing and assessing credit risk: The Credit Committee assesses all credit exposures in excess of designated limits, before facilities are committed to customers. Renewals and reviews of facilities are subject to the same review process.

§  Limiting concentrations of exposures to counterparties, geographies and industries, by issuer, credit rating band, market liquidity and country (for debt securities);

§  Developing and maintaining risk gradings to categorise exposures according to the degree of risk of default. The current risk grading consists of 3 grades reflecting varying degrees of risk of default;

§  Developing and maintaining the Group's process for measuring ECL: This includes processes for:

o  initial approval, regular validation and back-testing of the models used;

o  determining and monitoring significant increase in credit risk; and

o  the incorporation of forward-looking information; and

§  Reviewing compliance with agreed exposure limits. Regular reports on the credit quality of portfolios are provided to the Credit Committee which may require corrective action to be taken.

 

C. Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting obligations associated with its financial liabilities that are settled by delivering cash or another financial asset. Liquidity risk arises from mismatches in the timing and amounts of cash flows, which is inherent to the Group's operations and investments.

 

Management of liquidity risk

The Group's approach to managing liquidity is to ensure, as far as possible, that it will always have enough liquidity to meet its liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Group's reputation. The key elements of the Group's liquidity strategy are as follows:

 

§  Funding base: offering six-months to five-year fixed term deposit structure with no early redemption option. This means the Bank is not subject to optionality risk where customers redeem fixed rate products where there may be a better rate available within the market;

§  Funding profile: the Bank has a matched funding profile and does not engage in maturity transformation which means that on a cumulative mismatch position the Bank is forecast to be able to meet all liabilities as they fall due;

§  Monitoring maturity mismatches, behavioural characteristics of the Group's financial assets and financial liabilities, and the extent to which the Group's assets are encumbered and so not available as potential collateral for obtaining funding;

§  Liquidity buffer: the Bank maintains a liquidity buffer of 10.0% of its deposit liabilities, with strict short-term mismatch limits of 0.0% for sight to three months and -5.0% for sight to six months. This ensures that the Bank is able to withstand any short-term liquidity shock; and

§  Interbank market: the Bank has no exposure to the interbank lending market. The Bank has no reliance on liquidity via the wholesale markets. In turn, if market conditions meant access to the wholesale funding was constrained as per the 2008 credit crisis, this would have no foreseeable effect on the Bank.

 

The Bank's liquidity position is monitored daily against internal and external limits agreed with the FSA and according to the Bank's Liquidity Policy. The Bank also has a Liquidity Contingency Policy and Liquidity Contingency Committee in the event of a liquidity crisis or potential liquidity disruption event occurring.

 

The Treasury department receives information from other business units regarding the liquidity profile of their financial assets and financial liabilities and details of other projected cash flows arising from projected future business. Treasury then maintains a portfolio of short-term liquid assets, largely made up of short-term liquid investment securities, loans and advances to banks and other inter-bank facilities, to ensure that sufficient liquidity is maintained within the Group as a whole.

 

Regular liquidity stress testing is conducted under a variety of scenarios covering both normal and more severe market conditions. The scenarios are developed considering both Group-specific events and market-related events (e.g. prolonged market illiquidity).

 

D. Market risk

Market risk is the risk that of changes in market prices; e.g. interest rates, equity prices, foreign exchange rates and credit spreads (not relating to changes in the obligor's / issuer's credit standing), will affect the Group's income or value of its holdings of financial instruments. The objective of the Group's market risk management is to manage and control market risk exposures within acceptable parameters to ensure the Group's solvency while optimising the return on risk.

 

Management of market risks

Overall authority for market risk is vested in the Assets and Liabilities Committee ("ALCO") which sets up limits for each type of risk. Group finance is responsible for the development of risk management policies (subject to review and approval by the ALCO) and for the day-to-day review of their implementation.

 

Foreign exchange risk

The Bank is not subject to foreign exchange risks and its business is conducted in pounds sterling.

 

Equity risk

The Group has investment in associates which are carried at cost adjusted for the Group's share of net asset value. The Bank has access to these accounts. The Bank's exposure to market risk is not considered significant given the low carrying amount of the investment.

 

The Group's does not hold any investments in listed equities.

 

Interest rate risk

The principal potential interest rate risk that the Bank is exposed to is the risk that the fixed interest rate and term profile of its deposit base differs materially from the fixed interest rate and term profile of its asset base, or basis and term structure risk.

 

Additional interest rate risk may arise for banks where (a) customers are able to react to market sensitivity and redeem fixed rate products and (b) where a bank has taken out interest rate derivate hedges especially against longer-term interest rate risk, where the hedge moves against the bank. However, neither of these risks apply to the Bank.

 

Interest rate risk for the Bank is not deemed to be currently material due to the Bank's matched funding profile. Any interest rate risk assumed by the Bank will arise from a reduction in interest rates, in a rising environment due to the nature of the Bank's products and its matched funded profile. The Bank should be able to increase its lending rate to match any corresponding rise in its cost of funds, notwithstanding its inability to vary rates on its existing loan book. The Bank attempts to efficiently match its deposit taking to its funding requirements.

 

E. Operational risk

Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the Group's processes, personnel, technology and infrastructure, and from external factors other than credit, market and liquidity risks - e.g. those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. Operational risks arise from all of the Group's operations.

 

Management of operational risk

The Group's objective is to manage operational risk so as to balance the avoidance of financial losses and damage to the Group's reputation with overall cost effectiveness and innovation. In all cases, Group policy requires compliance with all applicable legal and regulatory requirements.

 

The Group has developed standards for the management of operational risk in the following areas:

§  Business continuity planning;

§  Requirements for appropriate segregation of duties, including the independent authorisation of transactions;

§  Requirements for the reconciliation and monitoring of transactions;

§  Compliance with regulatory and other legal requirements;

§  Documentation of controls and procedures;

§  Periodic assessment of operational risks faced, and the adequacy of controls and procedures to address the risks identified;

§  Requirements for the reporting of operational losses and proposed remedial action;

§  Development of contingency plans;

§  Training and professional development;

§  Ethical and business standards;

§  Information technology and cyber risks; and

§  Risk mitigation, including insurance where this is cost-effective.

 

Compliance with Group standards is supported by a programme of periodic reviews undertaken by Internal Audit. The results of Internal Audit reviews are reported to the ARCC.

 

43. Basis of measurement

The financial statements are prepared on a historical cost basis, except for the following material items:

 

Items	Measurement basis
FVTPL - Trading asset	Fair value
FVOCI - Debt securities	Fair value
Land and buildings	Fair value
Deferred consideration	Fair value
Net defined benefit liability	Fair value of plan assets less the present value of the defined benefit obligation

 

44. Material accounting policies

There were no new standards, amendments or interpretations issued and made effective during the current year which have had a material impact on the Group. The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 January 2023:

§  Definition of Accounting Estimates - Amendments to IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors

§  Disclosure Initiative: Accounting Policies - Amendments to IAS 1 Presentation of Financial Statements and IFRS Practice Statement 2 Making Materiality Judgements

§  Deferred Tax Related to Assets and Liabilities Arising from a Single Transaction - Amendments to IAS 12 Income Taxes

 

No significant changes followed the implementation of these standards and amendments.

 

The Group has not early adopted any standard, interpretation or amendment that has been issued but is not yet effective. New standards and amendments to standards, adopted but not yet effective with an initial application of 1 January 2024:

§  Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules

§  Lease Liability in a Sale and Leaseback - Amendments to IFRS 16 Leases

§  Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants - Amendments to  IAS 1 Presentation of Financial Statements

§  Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures - Supplier Finance Arrangements

§  IFRS S1 General Requirements for Disclosure of Sustainability-related Financial Information

§  IFRS S2 Climate-related Disclosures

 

The Group has assessed the impact of these amendments and expects they will not have a material impact, when adopted, on the Group Financial Statements.

 

The Group has consistently applied the following accounting policies to all periods presented in these financial statements.

 

Set out below is an index of the material accounting policies, the details of which are available on the pages that follow:

Ref.	Note description	Page No. in Annual Report
A.	Basis of consolidation of subsidiaries and separate financial statements of the Company	87
B.	Interest in equity accounted investees	87
C.	Interest	87
D.	Fee and commission income	88
E.	Leases	88
F.	Income tax	89
G.	Financial assets and financial liabilities	89
H.	Cash and cash equivalents	90
I.	Loans and advances	94
J.	Property, plant and equipment	94
K.	Intangibles assets and goodwill	94
L.	Impairment of non-financial assets	95
M.	Deposits, debt securities issued and subordinated liabilities	96
N.	Employee benefits	96
O.	Share capital and reserves	96
P.	Earnings per share ("EPS")	96
Q.	Segmental reporting	97

 

A. Basis of consolidation of subsidiaries and separate financial statements of the Company

i. Business combinations

The Group accounts for business combinations using the acquisition method when control is transferred to the Group.

 

Any contingent consideration is measured at fair value at the date of acquisition. Contingent consideration is remeasured at fair value at each reporting date and subsequent changes in the fair value of the contingent consideration are recognised in profit or loss.

 

ii. Subsidiaries

Subsidiaries are entities controlled by the Group. 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 control over the entity. The Group reassesses whether it has control if there are changes to one or more of the elements of control. This includes circumstances in which protective rights held (e.g. those resulting from a lending relationship) become substantive and lead to the Group having power over an investee. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases.

 

iii. Non-controlling interests ("NCI")

NCI are measured initially at their proportionate share of the acquiree's identifiable net assets at the date of acquisition.

 

Changes in the Group's interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions.

 

iv. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment.

 

v. Separate financial statements of the Company

In the separate financial statements of the Company, interests in subsidiaries, associates and joint ventures are accounted for at cost less impairment.

 

B. Interests in equity accounted investees

The Group's interests in equity accounted investees may comprise interests in associates and joint ventures.

 

Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. A joint venture is an arrangement in which the Group has joint control, whereby the Group has rights to the net assets of the arrangement, rather than rights to its assets and obligations for its liabilities.

 

Interests in associates and joint ventures are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group's share of the profit or loss and OCI of equity accounted investees, until the date on which significant influence or joint control ceases.

 

C. Interest

Interest income and expense are recognised in profit or loss using the effective interest method.

 

i. Effective interest rate

The effective interest rate is the rate that exactly discounts estimated future cash payments or receipts of the financial instrument to the gross carrying amount of the financial asset or amortised cost of the financial liability. When calculating the effective interest rate for financial assets, the Group estimates future cash flows considering all contractual terms of the financial instruments, including origination fees, loan incentives, broker fees payable, estimated early repayment charges, balloon payments and all other premiums and discounts. It also includes direct incremental transaction costs related to the acquisition or issue of the financial instrument. The calculation does not consider future credit losses.

 

ii. Amortised cost and gross carrying amount

The amortised cost of a financial asset or financial liability is the amount at which the financial asset or financial liability is measured on initial recognition minus the principal repayments, plus or minus the cumulative amortisation using the effective interest method of any difference between that initial amount and the maturity amount and, for financial assets, adjusted for any expected credit loss allowance.

 

The gross carrying amount of a financial asset is the amortised cost of a financial asset before adjusting for any expected credit loss allowance.

 

iii. Calculation of interest income and expense

In calculating interest income and expense, the effective interest rate is applied to the gross carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of the liability.

 

However, for financial assets that have become credit-impaired subsequent to initial recognition, interest income is calculated by applying the effective interest rate to the net carrying amount of the financial asset. If the asset is no longer credit-impaired, then the calculation of interest income reverts to the gross basis.

 

D. Fee and commission income

The Group generates fee and commission income through provision of independent financial advice, insurance brokerage agency, introducer of foreign exchange services and commissions from brokering business finance for small and medium sized enterprises.

 

Independent financial advice and insurance brokerage agency

Income represents commission arising on services and premiums relating to policies and other investment products committed during the year, as well as renewal commissions having arisen on services and premiums relating to policies and other investment products committed during the year and previous years and effective at the reporting date. Income is recognised on the date that policies are submitted to product providers with an appropriate discount being applied for policies not completed. As a way to estimate what is due at the year-end, a "not proceeded with" rate of 10.0% for pipeline life insurance products and 0.0% for non-life insurance pipeline is assumed. Renewal commissions are estimated by taking the historical amount written pro-rata to 3 months.

 

Other

Income other than that directly related to the loans is recognised over the period for which service has been provided or on completion of an act to which the fee relates.

 

E. Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration.

 

i. As a lessee

At commencement or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of its relative stand-alone prices. However, for the leases of property the Group has elected not to separate non-lease components and as a result, accounts for the lease and non-lease components as a single lease component.

 

The Group recognises a right-of-use asset and a lease liability at the lease commencement date. The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date, plus any initial direct costs incurred, less any lease incentives received.

 

The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the end of the lease term, unless the lease transfers ownership of the underlying asset to the Group by the end of the lease term or the cost of the right-of-use asset reflects that the Group will exercise a purchase option. In that case the right-of-use asset will be depreciated over the useful life of the underlying asset, which is determined on the same basis as those of property and equipment. In addition, the right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.

 

The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the Group's incremental borrowing rate. Generally, the Group uses its incremental borrowing rate as the discount rate.

 

The Group determines its incremental borrowing rate by obtaining interest rates from various external financing sources and makes certain adjustments to reflect the terms of the lease and the type of the asset leased.

 

Lease payments included in the measurement of the lease liability comprise the following:

§  Fixed payments, including in-substance fixed payments;

§  Variable lease payments that depend on an index or a rate, initially measured using the index or rate as at the commencement date;

§  Amounts expected to be payable under a residual value guarantee; and

§  The exercise price under a purchase option that the Group is reasonably certain to exercise, lease payments in an optional renewal period if the Group is reasonably certain to exercise an extension option, and penalties for early termination of a lease unless the Group is reasonably certain not to terminate early.

 

The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in future lease payments arising from a change in an index or rate, if there is a change in the Group's estimate of the amount expected to be payable under a residual value guarantee, if the Group changes its assessment of whether it will exercise a purchase, extension or termination option or if there is a revised in-substance fixed lease payment.

 

When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.

 

The Group presents right-of-use assets that do not meet the definition of investment property in 'property, plant and equipment' and lease liabilities in 'loans and borrowings' in the statement of financial position.

 

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for leases of low-value assets and short-term leases, including IT equipment. The Group recognises the lease payments associated with these leases as an expense on a straight-line basis over the lease term.

 

ii. As a lessor

At inception or on modification of a contract that contains a lease component, the Group allocates the consideration in the contract to each lease component on the basis of their relative stand-alone prices.

 

When the Group acts as a lessor, it determines at lease inception whether each lease is a finance or an operating lease.

 

To classify each lease, the Group makes an overall assessment of whether the lease transfers substantially all of the risks and rewards incidental to ownership of the underlying asset. If this is the case, then the lease is a finance lease; if not, then it is an operating lease. As part of this assessment, the Group considers certain indicators such as whether the lease is for the major part of the economic life of the asset.

 

Finance leases and HP contracts

When assets are subject to a finance lease or HP contract, the present value of the lease payments is recognised as a receivable. The difference between the gross receivable and the present value of the receivable is recognised as unearned finance income. HP and lease income is recognised over the term of the contract or lease reflecting a constant periodic rate of return on the net investment in the contract or lease. Initial direct costs, which may include commissions and legal fees directly attributable to negotiating and arranging the contract or lease, are included in the measurement of the net investment of the contract or lease at inception.

 

Operating leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to profit or loss and other comprehensive income on a straight-line basis over the period of the lease.

 

F. Income tax

Current and deferred taxation

Current taxation relates to the estimated corporation tax payable in the current financial year. Deferred taxation is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts. Deferred tax is not recognised for taxable temporary differences arising on the initial recognition of goodwill and temporary differences related to investments in subsidiaries and associates to the extent that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they will not reverse in the foreseeable future.

 

Deferred taxation is determined using tax rates, and laws that have been enacted or substantially enacted by the reporting date and are expected to apply when the related deferred tax is realised. Deferred taxation assets are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

 

G. Financial assets and financial liabilities

i. Recognition and initial measurement

The Group initially recognises loans and advances, deposits, debt securities issued and subordinated liabilities on the date on which they are originated. All other financial instruments including regular-way purchases and sales of financial assets are recognised on the trade date, which is the date on which the Group becomes party to the contractual provisions of the instrument.

 

A financial asset or financial liability is measured initially at fair value plus, for an item not at FVTPL, transaction costs that are directly attributable to its acquisition or issue.

 

ii. Classification

Financial assets

On initial recognition, a financial asset is classified as measured at amortised cost, FVOCI or FVTPL.

 

A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL:

§  The asset is held within a business model whose objective is to hold assets to collect contractual cash flows; and

§  The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest ("SPPI").

 

A debt instrument is measured at FVOCI only if it meets both of the following conditions and is not designated as FVTPL:

§  The asset is held within a business model whose objective is achieved by both collecting contractual cash flows and selling financial assets; and

§  The contractual terms of the financial asset give rise on specified dates to cash flows that are SPPI.

 

On initial recognition of an equity investment that is not held for trading, the Group may irrevocably elect to present subsequent changes in fair value in OCI. This election is made on an investment-by-investment basis.

 

All other financial assets are classified as measured at FVTPL.

 

In addition, on initial recognition, the Group may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost or at FVOCI as at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise.

 

Business model assessment

The Group makes an assessment of the objective of a business model in which an asset is held at a portfolio level because this best reflects the way the business is managed and information provided to management.

 

Assessment of whether contractual cash flows are solely payments of principal and interest

For the purposes of this assessment, 'principal' is defined as the fair value of the financial asset on initial recognition. 'Interest' is defined as consideration for the time value of money and for the credit risk associated with the principal amount outstanding during a particular period of time and for other basic lending risks and costs (e.g. liquidity risk and administrative costs), as well as profit margin.

In assessing whether the contractual cash flows are SPPI, the Group considers the contractual terms of the instrument. This includes assessing whether the financial asset contains a contractual term that could change the timing or amount of contractual cash flows such that it would not meet this condition.

 

Financial liabilities

The Group classifies its financial liabilities, other than financial guarantees and loan commitments, as measured at amortised cost.

 

iii. Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the financial asset expire, or when it transfers the rights to receive the contractual cash flows in a transaction in which substantially all of the risks and rewards of ownership of the financial asset are transferred or in which the Group neither transfers nor retains substantially all of the risks and rewards of ownership and it does not retain control of the financial asset.

 

On derecognition of a financial asset, the difference between the carrying amount of the asset (or the carrying amount allocated to the portion of the asset derecognised) and the sum of (i) the consideration received (including any new asset obtained less any new liability assumed) and (ii) any cumulative gain or loss that had been recognised in OCI is recognised in profit or loss.

 

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire.

 

iv. Offsetting

Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when, and only when, the Group currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

 

Income and expenses are presented on a net basis only when permitted under IFRS, or for gains and losses arising from a group of similar transactions such as in the Group's trading activity.

 

v. Fair value measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date in the principal or, in its absence, the most advantageous market to which the Group has access at the date. The fair value of a liability reflects its non-performance risk.

 

The Group recognises transfers between levels of the fair value hierarchy as of the end of the reporting period during which the change has occurred.

 

The Group measures fair values using the following fair value hierarchy, which reflects the significance of the inputs used in making the measurements:

§ Level 1: inputs that are quoted market prices (unadjusted) in active markets for identical instruments;

§ Level 2: inputs other than quoted prices included within Level 1 that are observable either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category includes instruments valued using: quoted market prices in active markets for similar instruments; quoted prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques in which all significant inputs are directly or indirectly observable from market data; and

§ Level 3: inputs that are unobservable. This category includes all instruments for which the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments for which significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

 

The fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations. For all other financial instruments, the Group determines fair values using other valuation techniques.

 

For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affecting the specific instrument.

 

vii. Impairment

A financial instrument that is not credit-impaired on initial recognition is classified in 'Stage 1' and has its credit risk continuously monitored by the Group. 

 

If a SICR since initial recognition is identified, the financial instrument is moved to 'Stage 2' but is not yet deemed to be credit impaired.

§  An SICR is always deemed to occur when the borrower is 30 days past due on its contractual payments.  If the Group becomes aware ahead of this time of non-compliance or financial difficulties of the borrower, such as loss of employment, avoiding contact with the Group then an SICR has also deemed to occur; and

§  A receivable is always deemed to be in default and credit-impaired when the borrower is 90 days past due on its contractual payments or earlier if the Group becomes aware of severe financial difficulties such as bankruptcy, individual voluntary arrangement, abscond or disappearance, fraudulent activity and other similar events.

 

If the financial instrument is credit-impaired, the financial instrument is then moved to 'Stage 3'. Financial instruments in Stage 3 have their ECL measured based on expected credit losses on a lifetime basis.

 

Loss allowances for lease receivables are always measured at an amount equal to lifetime ECL.

 

12-month ECL are the portion of ECL that result from default events on a financial instrument that are possible within the 12 months after the reporting date. Financial instruments for which a 12-month ECL is recognised are referred to as 'Stage 1 financial instruments'.

 

Lifetime ECL are the ECL that result from all possible default events over the expected life of a financial instrument. Financial instruments for which a lifetime ECL is recognised but which are not credit-impaired are referred to as 'Stage 2 financial instruments'.

 

Measurement of ECL

After a detailed review, the Group devised and implemented an impairment methodology in light of the IFRS 9 requirements outlined above noting the following:

§  The Group has identified and documented key drivers of credit risk and credit losses its financial instruments and using an analysis of historical data, has estimated the relationship between macroeconomic variables and credit risk and credit losses;

§  The ECL is derived by reviewing the Group's loss rate and loss given default over the past 8 years by product and geographical segment; and

§  If the Group holds objective evidence through specifically assessing a credit-impaired receivable and believes it will go on to completely recover the debt due to the collateral held and cooperation with the borrower, then no IFRS 9 provision is made.

 

ECL are probability-weighted estimates of credit losses. They are measured as follows:

§  Financial assets that are not credit-impaired at the reporting date: as the present value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows that the Group expects to receive);

§  Financial assets that are credit-impaired at the reporting date: as the difference between the gross carrying amount and the present value of estimated future cash flows; and

§  Undrawn loan commitments: as the present value of the difference between the contractual cash flows that are due to the Group if the commitment is drawn down and the cash flows that the Group expects to receive.

 

Credit-impaired financial assets

At each reporting date, the Group assesses whether financial assets carried at amortised cost and debt financial assets carried at FVOCI, and finance lease receivables are credit-impaired (referred to as 'Stage 3 financial 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.

 

Evidence that a financial asset is credit-impaired includes the following observable date:

§  Significant financial difficulty of the borrower or issuer;

§  A breach of contract such as a default or past due event;

§  The restructuring of a loan or advance by the Group on terms that the Group would not consider otherwise;

§  It is becoming probable that the borrower will enter bankruptcy or another type of financial reorganisation; or

§  The disappearance of an active market for a security because of financial difficulties.

 

A loan that has been renegotiated due to a deterioration in the borrower's condition is usually considered to be credit-impaired unless there is evidence that the risk of not receiving contractual cash flows has reduced significantly and there are no other indicators of impairment. In addition, a retail loan that is overdue for 90 days or more is considered credit-impaired even when the regulatory definition of default is different.

 

In assessing of whether an investment in sovereign debt is credit impaired, the Group considers the following factors:

§  The market's assessment of creditworthiness as reflected in the bond yields;

§  The rating agencies' assessments of creditworthiness;

§  The country's ability to access the capital markets for new debt issuance;

§  The probability of debt being restructured, resulting in holders suffering losses through voluntary or mandatory debt forgiveness; and

§  The international support mechanisms in place to provide the necessary support as 'lender of last resort' to that country, as well as the intention, reflected in public statements, of governments and agencies to use those mechanisms. This includes an assessment of the depth of those mechanisms and, irrespective of the political intent, whether there is the capacity to fulfil the required criteria.

 

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:

§  Financial assets measured at amortised cost: as a deduction from the gross carrying amount of the assets;

§  Loan commitments: generally, as a provision; and

§  Debt instruments measured at FVOCI: no loss allowance is recognised in the statement of financial position because the carrying amount of these assets is their fair value. However, the loss allowance is disclosed and is recognised in the fair value reserve.

 

Write-off

Loans and debt securities are written off (either partially or in full) when there is no reasonable expectation of recovering a financial asset in its entirety or a portion thereof. This is generally 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. This assessment is carried out at the individual asset level.

 

Recoveries of amounts previously written off are included in 'impairment losses on financial instruments' in the statement of profit or loss and OCI.

 

Financial assets that are written off could still be subject to enforcement activities in order to comply with the Group's procedures for recovery of amounts due.

 

H. Cash and cash equivalents

For the purpose of the statement of cash flows, cash and cash equivalents comprise cash and deposit balances with an original maturity date of three months or less.

 

I. Loans and advances

Loans and advances' captions in the statement of financial position include:

§  Loans and advances measured at amortised cost (see note 44 (G)). They are initially measured at fair value plus incremental direct transaction costs, and subsequently at their amortised cost using the effective interest method; and

§  Finance lease receivables (see note 44 (E)).

 

J. Property, plant and equipment

Items of property, plant and equipment are stated at historical cost less accumulated depreciation (see below). Historical cost includes expenditure that is directly attributable to the acquisition of the items. Buildings are carried at a revalued amount, being fair value at the date of revaluation less subsequent depreciation and impairment and are revalued annually.

 

If an asset's carrying amount is increased as a result of a revaluation, the increase shall be recognised in other comprehensive income and accumulated in equity under the heading of revaluation surplus. However, the increase shall be recognised in profit or loss to the extent that it reverses a revaluation decrease of the same asset previously recognised in profit or loss.

 

If an asset's carrying amount is decreased as a result of a revaluation, the decrease shall be recognised in profit or loss. However, the decrease shall be recognised in other comprehensive income to the extent of any credit balance existing in the revaluation surplus in respect of that asset. The decrease recognised in other comprehensive income reduces the amount accumulated in equity under the heading of revaluation surplus.

 

The assets' residual values and useful economic lives are reviewed, and adjusted if appropriate, at each reporting date. An asset's carrying amount is written down immediately to its recoverable amount if the asset's carrying amount is greater than its estimated recoverable amount.

 

When parts of an item of property, plant and equipment have different useful lives, those components are accounted for as separate items of property, plant and equipment.

 

Depreciation and amortisation

Assets are depreciated or amortised on a straight-line basis, so as to write off the book value over their estimated useful lives.  The estimated useful lives of property, plant and equipment and intangibles are as follows:

 

Property, plant and equipment

Leasehold improvements                                                       to expiration of the lease

IT equipment                                                                             4 - 5 years

Motor vehicles                                                                          2 - 5 years

Furniture and equipment                                                        4 -10 years

Plant and machinery                                                               5 - 20 years                                                                                                                     

K. Intangible assets and goodwill

i. Goodwill

Goodwill that arises on the acquisition of subsidiaries is measured at cost less accumulated impairment losses.

 

ii. Software

Software acquired by the Group is measured at cost less accumulated amortisation and any accumulated impairment losses.

 

Expenditure on internally developed software is recognised as an asset when the Group is able to demonstrate: that the product is technically feasible, its intention and ability to complete the development and use the software in a manner that will generate future economic benefits, and that it can reliably measure the costs to complete the development. The capitalised costs of internally developed software include all costs directly attributable to developing the software and capitalised borrowing costs, and are amortised over its useful life. Internally developed software is stated at capitalised cost less accumulated amortisation and any accumulated impairment losses.

 

Software is amortised on a straight-line basis in profit or loss over its estimated useful life, from the date on which it is available for use.  Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.

 

iii. Other

Intangible assets that are acquired by an entity and having finite useful lives are measured at cost less accumulated amortisation and any accumulated impairment losses.

Intangible assets with indefinite useful lives that are acquired or built are carried at cost less accumulated impairment losses. Intangible assets with indefinite useful lives are not amortised but instead are subject to impairment testing at least annually.

 

The useful lives of intangibles are as follows:

 

Customer contracts and lists                                                  to expiration of the agreement

Intellectual property rights                                                      4 years - indefinite

Website development costs                                                   indefinite

IT Software and website development costs                      5 years

 

Included in intellectual property rights is capitalised costs for acquiring a UK Banking licence. The banking licence is assumed to have an indefinite life as there is no foreseeable limit to the period over which the asset is expected to generate benefits for the business. Costs related to obtaining this asset are held at cost and are not being amortised.

 

L. Impairment of non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other than deferred tax assets) to determine whether there is any indication of impairment. If any such indication exists, the asset's recoverable amount is estimated. Goodwill and indefinite useful life intangible assets are tested annually for impairment.

 

For impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that is largely independent of the cash inflows of other assets or Cash Generating Units ("CGUs"). Goodwill arising from a business combination is allocated to CGUs or groups of CGUs that are expected to benefit from the synergies of the combination.

 

The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less cost to sell. Value in use is based on the estimated future cash flows, 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 or CGU.

 

An impairment loss is recognised if the carrying amount of an asset or CGU exceeds its recoverable amount.

 

The Group's corporate assets do not generate separate cash inflows and are used by more than one CGU. Corporate assets are allocated to CGUs on a reasonable and consistent basis and tested for impairment as part of the testing of the CGUs to which the corporate assets are located.

Impairment losses are recognised in profit or loss. They are allocated first to reduce the carrying amount of any goodwill allocated to the CGU, and then to reduce the carrying amounts of the other assets in the CGU on a pro rata basis.

 

An impairment loss in respect of goodwill is not reversed. For other assets, 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.

 

M. Employee benefits

i. Long-term employee benefits

Pension obligations

The Group has pension obligations arising from both defined benefit and defined contribution pension plans.

 

A defined contribution pension plan is one under which the Group pays fixed contributions into a separate fund and has no legal or constructive obligations to pay further contributions. Defined benefit pension plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and remuneration.

 

Remeasurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised immediately in OCI. The Group determines the net interest expense (income) on the net defined benefit liability (asset) for the period by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual period to the then-net defined benefit liability (asset), taking into account any changes in the net defined benefit liability (asset) during the period as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognised in profit or loss.

 

The statement of financial position records as an asset or liability as appropriate, the difference between the market value of the plan assets and the present value of the accrued plan liabilities. The defined benefit pension plan obligation is calculated by independent actuaries using the projected unit credit method and a discount rate based on the yield on high quality rated corporate bonds. 

 

The Group's defined contribution pension obligations arise from contributions paid to a Group personal pension plan, an ex gratia pension plan, employee personal pension plans and employee co-operative insurance plans. For these pension plans, the amounts charged to the income statement represent the contributions payable during the year.

 

ii. Share-based compensation

The Group maintains a share option programme which allows certain Group employees to acquire shares of the Group. The change in the fair value of options granted is recognised as an employee expense with a corresponding change in equity. The fair value of the options is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options.

 

At each reporting date, the Group revises its estimate of the number of options that are expected to vest and recognises the impact of the revision to original estimates, if any, in the income statement, with a corresponding adjustment to equity.

 

The fair value is estimated using a proprietary binomial probability model. The proceeds received, net of any directly attributable transaction costs, are credited to share capital (nominal value) and share premium when the options are exercised.

 

N. Share capital and reserves

Share issue costs

Incremental costs that are directly attributable to the issue of an equity instrument are deducted from the initial measurement of the equity instruments.

 

O. Earnings per share ("EPS")

The Group presents basic and diluted EPS data for its Ordinary Shares. Basic EPS is calculated by dividing the profit or loss that is attributable to ordinary Shareholders of MFG by the weighted-average number of Ordinary Shares outstanding during the period. Diluted EPS is determined by adjusting profit or loss that is attributable to Ordinary Shareholders and the weighted-average number of Ordinary Shares outstanding for the effects of all dilutive potential Ordinary Shares, which comprise share options granted to employees.

 

P. Segmental reporting

A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. The Group's primary format for segmental reporting is based on business segments.

 

An operating segment is a component of the Group that engages in business activities from which it may earn revenues and incur expenses, including revenues and expenses relating to transactions with any of the Group's other components, whose operating results are regularly reviewed by the CEO who is the chief operating decision maker ("CODM") to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete financial information is available.

 

Segment results reported to the CEO include items that are directly attributable to a segment as well as those that can be allocated on a reasonable basis.