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Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
---|---|---|---|---|---|
Trufin Plc | LSE:TRU | London | Ordinary Share | JE00BYVWJZ03 | ORD 91P |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
1.50 | 2.26% | 68.00 | 67.00 | 69.00 | 68.00 | 68.00 | 68.00 | 250,561 | 08:00:19 |
Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
---|---|---|---|---|---|
Personal Credit Institutions | 16.12M | -6.64M | -0.0627 | -10.85 | 71.97M |
TIDMTRU TIDMTRU
RNS Number : 6108A
TruFin PLC
13 September 2018
13 September 2018
TruFin plc
("TruFin" or the "Company" or together with its subsidiaries "TruFin Group")
INTERIM FINANCIAL REPORT FOR THE SIX MONTHSED 30 JUNE 2018
Financial Highlights
-- Combined gross revenues were GBP3.6m for the six months ended 30 June 2018 (six months ended 30 June 2017: GBP1.5m) representing growth of 142%
-- Combined loans and advances to customers were GBP74m as at 30 June 2018 representing growth in excess of 125% in the first half of 2018 and growth in excess of 500% over the last twelve months
-- Oxygen's clients' total procurement spend reached GBP15.7bn as at 30 June 2018 (31 December 2017: GBP11.3bn)
-- Adjusted Loss Before Tax and Exceptional Items and share based payment expense was GBP7.1m (six months ended 30 June 2017 loss: GBP4.0m)
-- Consolidated net assets as at 30 June 2018 of GBP159m (31 December 2017: GBP91m)
-- The investment in Zopa was revalued upwards by GBP8.0m to GBP44.5m following a recent funding round to support capital investment required to build a next generation bank.
6m to 6m to 6m to 30 June 31 December 30 June 2018 2017 2017 Financials and KPI's (Unaudited) GBP'000 GBP'000 GBP'000 Gross Revenue 3,593 2,291 1,483 Adjusted Loss: Loss before tax (8,323) (5,650) (4,352) Add: exceptional items - - 330 Add: share-based payment charge 1,191 - - Adjusted Loss (7,132) (5,650) (4,022) -------------------- --------------------- --------------------- Gain on investment in Zopa 8,000 2,578 22 Net Assets (GBP 000's) 158,743 91,396* 43,332 Loan Book at period end (GBP000's) 73,899 32,709* 11,410 Total volume of Loans written (GBP'000) 107,015 47,374 15,280 DFC: Number of dealers on to programme (#) 371 246 80 Oxygen: Clients' Total annual procurement spend under contract (GBPbn) 15.7 11.3 7.4 Average Headcount for the TruFin Group (#) 115 69 61 *Audited figures
Trading Update
-- As at 31 August 2018 the combined loans and advances were GBP89m representing growth in excess of 170% since 31 December 2017. We expect growth to continue into the year end targeting combined loans and advances of GBP120m
-- DFC's growth remains strong with a growing pipeline. With such robust demand and prior to obtaining a banking licence, it is unsurprising that capital is the limiting factor to writing more business and we are actively addressing this issue
-- DFC's application for a UK banking licence was submitted to the PRA/FCA on 28 June 2018. We are in active dialogue with the regulators and will continue to keep investors updated as appropriate
-- Oxygen continues to win and implement new business mandates. New streamlined processes to improve client implementation and supplier onboarding were introduced in the period and are proving effective, although the full benefits have yet to be monetised
-- Satago is pursuing several new corporate partnerships as it becomes a meaningful competitor in its core financing business whilst also experiencing strong growth in its other niche lending activities
-- Zopa's UK banking licence application continues in line with its schedule.
Post Balance Sheet Update
-- Oxygen recently acquired Porge Ltd, a provider of evidence-based public sector market insight services and research products. This strategically enhances Oxygen's product offering.
Henry Kenner, Chairman and Chief Executive Officer commented:
"This has been a pleasing first half for the TruFin Group with activity levels post IPO continuing apace.
We continue to invest in the businesses and confidence levels are such that we have accelerated some of these investments whether in people, systems or a small bolt-on acquisition. This accelerated investment and associated cost lays down the foundations for achieving our long-term goals.
Clearly the banking licence applications are a focus. Whilst the applications have been submitted we await the outcomes and will update investors in due course.
In conclusion, the TruFin Group remains robust and exciting. The businesses are rapidly being recognised as quality providers of niche finance and early payment provision and this is having tangible effects in the scale and depth of opportunities being presented to us. Whilst we are engaging with these, we remain focused on our current core product offerings. As such the Board and Executive Management are working effectively to ensure that an appropriate balance is achieved between investment in strategic long-term objectives and medium-term financial rewards."
For further information, please contact:
TruFin plc Henry Kenner, Chief Executive Officer 0203 743 1340 James van den Bergh, Deputy Chief Executive Officer Raxita Kapashi, Chief Financial Officer Macquarie Capital (Europe) Limited (NOMAD and broker) Alex Reynolds Nicholas Harland 0203 037 2000 Blue Pool Communications (PR) Nicholas Lord 07501 271 083
About TruFin plc:
TruFin plc is the holding company for an operating group of companies that are niche lenders and early payment providers. The TruFin Group combines the benefits of both the traditional relationship banking model and developments in the fintech sector. The Company was admitted to AIM in February 2018. More information is available on the Company website www.TruFin.com.
FIRST HALF REVIEW
First half review
The TruFin Group has performed well in the first six months of 2018 and we remain optimistic for the remainder of 2018. Businesses in detail:
DFC
DFC's loan book growth continues and ended the first half 111% higher than at the start of the year.
The number of manufacturers and dealers signed up has been strong and there is a growing pipeline. Additionally, as DFC becomes more widely recognised the lending opportunities are increasing in terms of frequency, size and quality.
Portfolio diversification has been accelerated as lending to the industrial and agricultural sectors has been increased and the technology sector is now being actively explored.
Pricing levels have largely remained resilient over the period. That said, customer behaviour coupled with the larger financing programmes (with generally higher quality corporates) have meant that revenues in the first half of 2018, whilst increasing in excess of 98% over the second half of 2017, have not mirrored like-for-like the growth in the loan book.
Credit quality as mentioned remains high with zero actual losses and an impairment provision in accordance with IFRS9 at 0.2%.
We continue to build out the core business with accelerated investment being allocated to the roll-out of the personnel, systems and processes commensurate with being a bank.
The management team have been heavily focused on submitting the banking licence application and the application was submitted on 28 June 2018. Whilst we await the outcome, the exact timing of any decision is in the hands of the regulators.
Satago
Satago's core invoice financing book has grown by over 140% in the first half, albeit from a low base, and we expect this momentum to continue. With customer satisfaction levels remaining high, Satago is seeing increasing interest from direct origination and also from several large organisations seeking partnerships. Financing opportunities are already being sourced from one key partner and we expect to expand these relationships into the year end.
Actual default levels remain low, whilst IFRS9 has meant an impairment provision of 1.6%.
Within its niche lending business, the initial Vertus funding transaction was completed and the team is busy originating new transactions. Meanwhile in the mobile games vertical, PlayStack continues to launch its library of new games and whilst some of these have been marginally delayed, the remainder of the year has an extremely full launch programme.
Satago's leading edge technology continues to be the recipient of material and increased investment as the company looks to not only strengthen its existing service, but expand its wider product offering. As a result, it is anticipated that a number of new products will be launched over the next twelve months.
Oxygen
Oxygen's new client mandates have been on plan in the six months ended 30 June 2018.
This coupled with the total number of clients going live having doubled in the last 12 months and with client implementations at record levels the momentum is with the company.
However, revenues in the period have remained broadly flat compared to the comparable period in 2017. This has been caused by a combination of the residual impact of the company's migration to the new billing methodology introduced last year and a backlog in supplier onboarding. To address these issues Oxygen's management has been focusing on introducing new streamlined processes to optimise delivery of the monetary rewards for its clients and itself. This has resulted in some immediate operational changes, but the full benefits will not be seen until future periods.
On the strategic front the focus is on offering more products to Oxygen's clients. In August 2018 the company acquired Porge Ltd which provides evidence-based public sector market insight services and research products to the UK corporate and government sectors. This business fits in strategically with its offering to existing clients by providing a wider and deeper service in terms of supplier data analytics as well as broadening Oxygen's client base. Additionally, the company is considering other partnership arrangements which will offer benefits to its clients whilst enhancing Oxygen's revenue opportunities.
INDEPENT REVIEW REPORT TO TRUFIN PLC
We have been engaged by the company to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 which comprises the income statement, the balance sheet, the statement of changes in equity, the cash flow statement and related notes 1 to 22. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.
This report is made solely to the company in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council. Our work has been undertaken so that we might state to the company those matters we are required to state to it in an independent review report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company, for our review work, for this report, or for the conclusions we have formed.
Directors' responsibilities
The half-yearly financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly financial report in accordance with the AIM Rules of the London Stock Exchange.
As disclosed in note 1, the annual financial statements of the TruFin Group are prepared in accordance with IFRSs as adopted by the European Union. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with International Accounting Standard 34 "Interim Financial Reporting," as adopted by the European Union.
Our responsibility
Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly financial report based on our review.
Scope of review
We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity" issued by the Financial Reporting Council for use in the United Kingdom. A review of interim financial information consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 June 2018 is not prepared, in all material respects, in accordance with International Accounting Standard 34 as adopted by the European Union and the AIM Rules of the London Stock Exchange.
Deloitte LLP
Statutory Auditor
London, United Kingdom
12 September 2018
UNAUDITED CONDENSED INTERIM CONSOLIDATED INCOME STATEMENT
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) Notes GBP'000 GBP'000 GBP'000 Interest and similar income 2,377 204 1,136 Interest and similar expenses (805) (18) (68) ------------- -------------- Net interest income 1,572 186 1,068 Fee income 3 1,216 1,279 2,638 Fee expenses (18) (31) (53) Net fee income 1,198 1,248 2,585 ------------- ------------- -------------- Revenue 2,770 1,434 3,653 ------------- ------------- -------------- Staff costs 5 (7,771) (3,601) (8,188) Other operating expenses (3,109) (1,239) (4,251) Depreciation & amortisation (106) (14) (146) Operating loss before share of loss from joint venture (8,216) (3,420) (8,932) Share of loss of joint venture accounted for using the equity method - (582) (582) Operating loss (8,216) (4,002) (9,514) Net impairment loss on financial assets (107) (20) (158) Exceptional expenses 8 - (330) (330) Loss before tax (8,323) (4,352) (10,002) ------------- ------------- -------------- Taxation 10 179 242 867 Loss after tax (8,144) (4,110) (9,135) ------------- ------------- -------------- Other comprehensive income Exchange differences on translating foreign operations (213) 57 (357) Gains on investments 8,000 22 2,600 Other comprehensive income for the period, net of tax 7,787 79 2,243 Total comprehensive loss for the period (357) (4,031) (6,892) ------------- ------------- -------------- Loss after tax attributable to: Owners of TruFin plc (7,903) (3,783) (8,103) Non-controlling interests (241) (327) (1,032) ------------- ------------- -------------- (8,144) (4,110) (9,135) ------------- ------------- -------------- Total comprehensive loss for the period attributable to: Owners of TruFin plc (116) (3,704) (5,860) Non-controlling interests (241) (327) (1,032) ------------- ------------- -------------- (357) (4,031) (6,892) ------------- ------------- --------------
EARNINGS PER SHARE
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 Notes (Unaudited) (Unaudited) (Unaudited) pence pence pence Basic and Diluted EPS 20 (8.1) NA (6.5) Adjusted EPS 20 (6.9) NA (6.5)
The number of shares in issue as at 30 June 2018 was 97m (31 December 2017: 124m).
UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEET
As at 30 June As at 31 December 2018 2017 (Unaudited) (Audited) Notes GBP'000 GBP'000 Assets Non-current, non-financial assets Intangible assets 11 1,864 649 Property, plant and equipment 211 131 Deferred tax asset 10 5,368 5,189 ------------- ----------- Total non-current, non-financial assets 7,443 5,969 ------------- ----------- Financial assets Cash and cash equivalents 62,158 26,049 Loan and advances 13 73,899 32,709 Other investments 12 44,500 36,500 Total financial assets 180,557 95,258 ------------- ----------- Other current assets Trade and other receivables 14 413 487 Other receivables 14 2,845 1,821 ------------- ----------- Total other current assets 3,258 2,308 ------------- ----------- Total assets 191,258 103,535 ------------- ----------- Equity and liabilities Equity Issued share capital 15 185,000 123,966 Retained earnings 21,531 (4,962) Foreign exchange reserve (609) (396) Non-controlling interest 3,437 (293) Other reserves (50,616) (26,919) Total equity 158,743 91,396 ------------- ----------- Liabilities Current liabilities Borrowings 16 23,638 9,035 Trade and other payables 17 8,480 2,805 Provision for commitments and other liabilities 7 397 299 ------------- ----------- Total current liabilities 32,515 12,139 ------------- ----------- Total liabilities 32,515 12,139 ------------- ----------- Total equity and liabilities 191,258 103,535 ------------- -----------
These financial statements were approved by the Board of Directors on 12 September 2018.
UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Foreign Share Share Retained exchange Other Non-controlling Total capital premium Earnings reserve reserves Total interest Equity GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Balance at 1 January 2017 2,202 31,249 541 (39) - 33,953 547 34,500 Loss for the period - - (3,783) - - (3,783) (327) (4,110) Gains on FVTOCI investments - - 22 - - 22 - 22 Exchange differences on translating foreign operations - - - 57 - 57 - 57 Balance at 30 June 2017 (Unaudited) 2,202 31,249 (3,220) 18 - 30,249 220 30,469 --------- --------- ---------- --------------- ---------- --------- ---------------- --------- Balance at 1 July 2017 2,202 31,249 (3,220) 18 - 30,249 220 30,469 Loss for the period - - (4,320) - - (4,320) (705) (5,025) Gains on FVTOCI investments - - 2,578 - - 2,578 - 2,578 Exchange differences on translating foreign operations - - - (414) - (414) - (414) Capital contribution in relation to the issue of preference shares - - - - - - 192 192 New issue of shares 123,966 - - - - 123,966 - 123,966 Arising on consolidation (2,202) (31,249) - - (26,919) (60,370) - (60,370) Balance at 31 December 2017 (Audited) 123,966 - (4,962) (396) (26,919) 91,689 (293) 91,396 --------- --------- ---------- --------------- ---------- --------- ---------------- --------- Balance at 1 January 2018 123,966 - (4,962) (396) (26,919) 91,689 (293) 91,396 Loss for the period - - (7,903) - - (7,903) (241) (8,144) Gains on FVTOCI investments - - 8,000 - - 8,000 - 8,000 Exchange differences on translating foreign operations - - - (213) - (213) - (213) New issue of shares 61,034 - (3,658) - 8,966 66,342 - 66,342 Share based payment - - 1,191 - - 1,191 - 1,191 Reduction of Capital - - 28,752 - (28,752) - 1,819 1,819 NCI Share Premium - - - - - - 1,482 1,482 Arising on consolidation - - 111 - (3,911) (3,800) 670 (3,130) Balance at 30 June 2018 (Unaudited) 185,000 - 21,531 (609) (50,616) 155,306 3,437 158,743 --------- --------- ---------- --------------- ---------- --------- ---------------- ---------
UNAUDITED CONDENSED INTERIM CONSOLIDATED CASH FLOW STATEMENT
6 months 6 months ended Year ended ended 30 30 June 31 December June 2018 2017 2017 (Unaudited) (Unaudited) (Audited) Cash flows from operating activities GBP'000 GBP'000 GBP'000 Loss before income tax (8,323) (4,352) (10,002) Adjustments for Depreciation of property, plant and equipment 41 14 43 Amortisation of intangible fixed assets 83 30 156 Share based payment expense 1,191 - - Finance Costs - 18 27 Increase in provisions 98 - - Foreign exchange translation (42) 58 - Share in joint venture - 582 582 ------------- ------------- ------------- (6,952) (3,650) (9,194) Working capital adjustments Loans to customers (106,908) (11,978) (62,512) Loans repaid by customers 65,718 3,478 30,673 Increase in trade and other receivables (950) (2,152) (1,214) Increase in trade and other payables 5,675 2,356 1,979 (36,465) (8,296) (31,074)
Net cash used in operating activities (43,417) (11,946) (40,268) ------------- ------------- ------------- Cash flows from investing activities: Additions to intangible assets (1,298) (656) (805) Additions to property, plant and equipment (121) (32) (107) ------------- ------------- ------------- Net cash used in from investing activities (1,419) (688) (912) Cash flows from financing activities: Issue of ordinary share capital 70,000 - 2,000 Issue of preference share capital - 3,500 3,500 Share issue costs (3,658) - - Net borrowings from Group Undertakings - 16,000 46,000 New borrowings 14,603 - 9,000 Net interest received - - 38 ------------- ------------- Net cash generated from financing activities 80,945 19,500 60,538 ------------- ------------- ------------- Net increase in cash and cash equivalents 36,109 6,866 19,358 Cash and cash equivalents at beginning of the period 26,049 6,690 6,690 Effect of exchange rate fluctuations on cash held - - 1 ------------- ------------- ------------- Cash and cash equivalents at end of the period 62,158 13,556 26,049 ------------- ------------- -------------
NOTES TO THE UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS
1. Accounting policies
Basis of preparation
The annual financial statements of TruFin plc are prepared in accordance with International Financial Reporting Standards ('IFRS') as adopted by the European Union.
The condensed set of financial statements included in this Interim Financial Report has been prepared in accordance with International Accounting Standard 34 'Interim Financial Reporting' ('IAS 34'). This condensed set of Financial Statements has been prepared by applying the accounting policies and presentation that were applied in the preparation of the TruFin Group's published Financial Statements for the year ended 31 December 2017.
The condensed set of financial statements included in this Interim Financial Report for the six months ended 30 June 2018 should be read in conjunction with the annual audited financial statements of TruFin plc for the year ended 31 December 2017.
Going concern
The Directors are satisfied that the TruFin Group has sufficient resources to continue in operation for the foreseeable future, a period of not less than 12 months from the date of this report. Accordingly, they continue to adopt the going concern basis in preparing the condensed financial statements.
Group structure
The consolidated financial statements include all of the companies controlled by the TruFin Group which are as follows:
-- Satago Financial Solutions Limited ("SFSL") -- Distribution Finance Capital Ltd ("DFC") -- Oxygen Finance Group Limited (together with OFL and OFAI) ("Oxygen") -- Oxygen Finance Limited ("OFL") -- Oxygen Finance Americas, Inc ("OFAI") -- TruFin Software Limited ("TSL") -- TruFin Holdings Limited ("THL") -- AltLending UK ("AltLending")
The consolidated financial information also includes three further investments:
-- 50% interest in a joint venture, Clear Funding Limited ("Clear Funding"), which is accounted for using the equity method;
-- 40% interest in PlayIgnite Ltd ("PlayIgnite"), which is accounted for using the equity method; and
-- 14.9% in Zopa Group Limited ("Zopa")
Significant accounting policies and use of estimates and judgements
The preparation of interim consolidated financial statements in compliance with IAS 34 requires the use of certain critical accounting judgements and key sources of estimation uncertainty. It also requires the exercise of judgement in applying the TruFin Group's accounting policies. There have been no material revisions to the nature and the assumptions used in estimating amounts reported in the annual audited financial statements of TruFin plc for the year ended 31 December 2017.
The accounting policies, presentation and methods of computation in the audited financial statements have been followed in the condensed set of financial statements. Any new or amended policies are included below.
Share based payments
Where the TruFin Group engages in share-based payment transactions in respect of services received from certain of its employees, these are accounted for as equity-settled share-based payments in accordance with IFRS 2 'Share-based Payment'. The equity is in the form of ordinary shares.
The grant date fair value of a share-based payment transaction is recognised as an employee expense, with a corresponding increase in equity over the period that the employees become unconditionally entitled to the awards. In the absence of market prices, the fair value of the equity at the date of the grant is estimated using an appropriate valuation technique.
The amount recognised as an expense is adjusted to reflect the actual number of awards for which the related services and non-market vesting conditions are expected to be met such that the amount ultimately recognised as an expense is based on the number of awards that do meet the related service and non-market performance conditions at the vesting date.
For share-based payment awards with market performance conditions the grant date fair value of the award is measured to reflect such conditions and there is no true-up for differences between expected and actual outcomes.
Financial assets at Fair Value
Financial assets held by the TruFin Group are measured at Fair Value Through Profit and Loss as they fail the contractual cash flow characteristics test required by IFRS 9 for classification under amortised cost. Movements in the fair value of these assets are recognised in the Statement of Comprehensive Income.
2. General information
TruFin plc is a public limited company incorporated in Jersey. The shares of the Company are listed on the Alternative Investment Market. The address of the registered office is 26 New Street, St Helier, Jersey, JE2 3RA.
A copy of this Interim Financial Report including Condensed Financial Statements for the period ended 30 June 2018 is available at the Company's registered office and on the Company's investor relations website (www.trufin.com).
3. Fee income
6 months 6 months Year ended ended 30 ended 30 31 December June 2018 June 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Revenue from: Early Payment Programme Services 1,060 1,028 2,153 Assessment fees 145 194 219 Consultancy fees 11 57 78 Facility fees - - 188 Total revenue 1,216 1,279 2,638 ------------- ------------- --------------
4. Segmental reporting
The results of the TruFin Group are broken down into segments based on the products and services from which it derives its revenue:
Short term finance:
Provision of distribution finance products and invoice discounting. For results during the reporting period, this corresponds to the results of DFC, SFSL and AltLending.
Payment services:
Provision of Early Payment Programme Services. For results during the reporting period, this corresponds to the results of Oxygen.
Other:
Revenue and costs arising from investment activities and peer-to-peer lending. For results during the reporting period, this corresponds to the results of TSL, THL, the TruFin Group's investment in Zopa and joint venture in Clear Funding, and TruFin plc.
The results of each segment, prepared using accounting policies consistent with those of the TruFin Group as a whole, are as follows:
Period ended 30 June 2018 Short term Payment (Unaudited) finance services Other Total GBP'000 GBP'000 GBP'000 GBP'000 External revenue 2,340 1,210 43 3,593 Expenses (805) (18) - (823) --------- Total revenue 1,535 1,192 43 2,770 ----------- ---------- -------- --------- Operating loss (3,740) (1,433) (3,043) (8,216) Loss before tax (3,847) (1,433) (3,043) (8,323) Taxation - 179 - 179 --------- Loss for the year (3,847) (1,254) (3,043) (8,144) ----------- ---------- -------- --------- Total assets 129,337 2,360 59,561 191,258 Total liabilities (29,632) (1,544) (1,339) (32,515) Net assets 99,705 816 58,222 158,743 ----------- ---------- -------- --------- Period ended 30 June 2017 Short term Payment (Unaudited) finance services Other Total GBP'000 GBP'000 GBP'000 GBP'000 External revenue 203 1,275 5 1,483 Expenses (18) (31) - (49) ----------- ---------- -------- --------- Total revenue 185 1,244 5 1,434 ----------- ---------- -------- --------- Operating loss (1,254) (1,314) (1,434) (4,002) Loss before tax (1,274) (1,644) (1,434) (4,352) Taxation (3) 245 - 242 Loss for the year (1,277) (1,399) (1,434) (4,110) ----------- ---------- -------- --------- Total assets 23,672 7,551 34,146 65,369 Total liabilities (20,996) (1,041) - (22,037) Net assets 2,676 6,510 34,146 43,332 ----------- ---------- -------- ---------
5. Staff costs
Analysis of staff costs
6 months 6 months Year ended ended 30 ended 30 31 December June 2018 June 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Wages and salaries 5,028 2,561 6,111 Consulting costs 769 710 1,262 Social security costs 667 286 710 Pension costs arising on defined contribution schemes 116 44 105 Share based-payment 1,191 - - 7,771 3,601 8,188 ------------- ------------- --------------
Consulting costs are recognised within personnel costs where the work performed would otherwise have been performed by employees. Consulting costs arising from the performance of other services is included within other operating expenses.
Average monthly number of persons (including Executive Directors) employed
6 months 6 months Year ended ended 30 ended 30 31 December June 2018 June 2017 2017 (Unaudited) (Unaudited) (Audited) Number Number Number Management 14 4 10 Finance 8 4 4 Sales & marketing 22 11 12 Operations 57 36 35 Technology 14 6 8 -------------- 115 61 69 ------------- ------------- --------------
Key management compensation
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Combined remuneration 587 - - Pension contributions 5 - -
The Directors consider that key management personnel are those persons who are the Executive Committee of TruFin plc. These individuals have the authority and responsibility for planning, directing and controlling the activities of the TruFin Group.
6. Employee share-based payment transactions
The employee share-based payment charge comprises:
6 Months 6 Months Year ended ended ended 30 June 31 December 2017 2017 (Audited) 30 June 2018 (Unaudited) (Unaudited) GBP'000 GBP'000 GBP'000 Performance Share Plan and Joint Share Ownership Plan 1,106 - - Founder Award Performance Share Plan Market Value Award 85 - - Performance Share Plan - 2018 - - - Award --------------- ------------- ----------------- Total 1,191 - - --------------- ------------- -----------------
All employee share-based awards are deemed to be equity-settled schemes.
Performance Share Plan and Joint Share Ownership Plan Founder Award ("PSP and JSOP")
On 21 February 2018, 3,407,895 shares were granted to selected members of senior management of which the Share price at date of grant was GBP1.90 per share. The award is structured as a Performance Share Plan and a Joint Share Ownership Plan. The Performance Share Plan is structured as a nil cost option with no performance conditions attached, although the individuals are subject to continued employment until February 2021. The Joint Share Ownership Plan allows the employee to participate in the growth in value over and above the grant price of GBP1.90.
Performance Share Plan Market Value Award ("PSP Market Value")
On 21 February 2018, 4,868,420 shares were granted to the senior management team. The vesting of this award is based on market-based performance conditions. The vesting of these awards is subject to the holder remaining an employee of the Company and the Company's share price achieving five distinct milestones vesting at 20% each milestone. The exercise price of the shares on vesting is GBP1.90 per share.
Performance Share Plan 2018 Award ("PSP 2018")
On 21 February 2018, 1,000,001 shares were granted to the senior management team. The PSP 2018 award is structured as a nil cost option. The vesting of this award is subject to the holder being in continued employment until February 2021 and the Company achieving certain financial metrics over a three-year period.
7. Provision for commitments and other liabilities
As at 31 December 2017 management has recognised a provision in relation to uncertain tax positions prior to 31 December 2016. Although advice has been taken, the legislation is complex and could result in different interpretations. The amount recognised is the best estimate of the consideration required to settle the present obligation at the balance sheet date.
The movement in provision during the year relates to a lease provision for DFC's remaining property costs outstanding on the Sutton office following the relocation of staff to Manchester and London. The provision will be released over the course of the remainder of the lease which expires February 2019.
GBP'000 At 1 January 2018 (Audited) 299 Additional provision during the year 98 At 30 June 2018 (Unaudited) 397 --------
8. Exceptional expenses
Loss before income tax is stated after charging the following material items:
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Oxygen IT platform transition - 330 330 - 330 330 -------------------- ------------- --------------
Oxygen's legacy business strategy had also been based around a technology platform operated by a third-party provider on Oxygen's behalf. Oxygen incurred material costs to transfer the platform to a cloud based environment under its own control and in terminating certain legacy contracts.
9. Loss before income tax
Loss before income tax is stated after charging:
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Depreciation of property, plant and equipment 41 14 43 Amortisation of intangible assets 83 30 156 Staff costs 7,771 3,601 8,188 Operating lease rentals 231 194 258 Audit fees payable to the Group's auditor 60 - 107 Non-audit fees payable to the Group's auditor 59 - 894 ------------- ------------- --------------
10. Taxation
Analysis of tax credit recognised in the period
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Current tax credit - 3 - Deferred tax credit (179) (245) (867) ------------- ------------- -------------- Total tax credit (179) (242) (867) ------------- ------------- --------------
Deferred Tax Asset
6 months 6 months ended ended Year ended 30 June 30 June 31 December 2018 2017 2017 (Unaudited) (Unaudited) (Audited) GBP'000 GBP'000 GBP'000 Balance at start of the period 5,189 4,322 4,322 Credit to the statement of comprehensive income 179 245 867 ------------- ------------- -------------- Balance at the end of the year 5,368 4,567 5,189 ------------- ------------- --------------
11. Other intangible assets
Software, Client licenses Contracts and similar Total assets GBP'000 GBP'000 GBP'000 Cost At 1 January 2018 305 500 805 Additions 823 475 1,298 At 30 June 2018 1,128 975 2,103 ----------- ------------- -------- Amortisation At 1 January 2018 (52) (104) (156) Charge for the period (18) (65) (83) At 30 June 2018 (70) (169) (239) ----------- ------------- -------- Net book value At 30 June 2018 (Unaudited) 1,058 806 1,864 At 31 December 2017 (Audited) 253 396 649 Cost At 1 January 2017 - - - Additions 155 500 655 At 30 June 2017 155 500 655 Additions 150 - 150 ----- ------ ------ At 31 December 2017 305 500 805 ----- ------ ------ Amortisation At 1 January 2017 - - - Charge for the period (30) - (30) At 30 June 2017 (30) - (30) Charge for the period (22) (104) (126) ----- ------ ------ At 31 December 2017 (52) (104) (156) ----- ------ ------ Net book value At 31 December 2017 (Audited) 253 396 649 At 30 June 2017 (Unaudited) 125 500 625 At 31 December 2016 (Audited) - - -
Client Contracts comprise the directly attributable costs incurred at the beginning of an Early Payment Scheme Service contract to revise a client's existing payment systems and provide access to the TruFin Group's software and other intellectual property. These implementation (or "set up") costs are comprised primarily of employee costs.
The useful economic life for each individual asset is deemed to be the term of the underlying Client Contract (generally 5 years) which has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.
The amortisation charge is recognised in fee expenses within the statement of comprehensive income.
Software, licenses and similar assets comprises internally developed platforms and systems, as well as external licenses. Costs that are directly associated with the production of identifiable and unique software products controlled by the TruFin Group and are probable of producing future economic benefits, are recognised as intangible assets. Direct costs of software development include employee costs and directly attributable overheads.
A useful economic life of 3-5 years has been deemed appropriate and for impairment review purposes, projected cash flows have been discounted over this period.
The amortisation charge is recognised in depreciation and amortisation on non-financial assets within the statement of comprehensive income.
12. Other investments
Level 3 valuation GBP'000 Fair value at 31 December 2017 36,500 Gain on revaluation at 30 June 2018 8,000 Fair value at 30 June 2018 (Unaudited) 44,500 ------------------ Level 3 valuation GBP'000 Fair value at 31 December 2016 33,900 Gain on revaluation at 31 December 2017 2,600 Fair value at 31 December 2017 (Audited) 36,500 ------------------
At 31 December 2017, the TruFin Group had an economic interest in Zopa Group Limited (the ultimate owner of the UK-based Zopa peer-to-peer lending business). During the first half of 2017, Zopa underwent a corporate restructuring. Prior to this, the ultimate owner of the Zopa business was Zopa Holdings Inc, a Delaware (USA) company. The below table represents the economic ownership both on an undiluted basis and a fully diluted basis (i.e. assuming that all holders of options, warrants and preferred shares were to have exercised their subscription and conversion rights).
Zopa Ownership:
30 June 2018 31 December (Unaudited) 2017 (Audited) Undiluted 14.9% 17.7% Fully diluted 13.1% 15.7%
A level 3 valuation is one that relies on unobservable inputs to the valuation process.
The shares are not quoted in any market. TruFin values it investment in Zopa using the most recent funding round. Zopa has had a series of funding rounds and the latest funding round therefore represents the most recent price of the transaction and is the best estimate for its market value. TruFin values the investment on a monthly basis. At the half year end and the year end an independent valuation is carried out by an independent valuation service provider.
13. Loans and advances
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Total loans and advances 74,092 32,835 Less: loss allowance (193) (126) 73,899 32,709 ------------- ------------
Total loans and advances are made up of;
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Loans and advances to customers 66,942 32,835 Financial assets at Fair Value 7,150 - 74,092 32,835 ------------- ------------
Past due receivables relating to loans and advances are analysed as follows:
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Neither past due nor impaired 72,653 32,402 Past due: 0-30 days 761 254 Past due: 31-60 days 26 16 Past due 61-90 days 6 1 Past due: More than 91 days 0 32 Impaired 453 4 73,899 32,709 ------------- ------------
14. Trade and other receivables
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Trade and receivables 413 487 Prepayments 1,177 1,062 Accrued income 461 354 VAT 248 29 Other debtors 959 376 3,258 2,308 ------------- ------------
Trade receivables above are stated net of a loss allowance of GBPNil (Dec 2017: GBPNil). All receivables are due within one year.
Unimpaired, past due trade receivables are analysed as follows:
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Not yet due 280 328 Past due: 0-30 days 21 10 Past due: 31-60 days 43 8 Past due: 61-90 days 16 - Past due: More than 91 days 53 141 413 487 ------------- ------------
15. Share capital
Share Capital Total GBP'000 GBP'000 97,368,421 shares at GBP1.90 each 185,000 185,000
At 31 December 2017, 123,965,702 shares were issued and fully paid. 1 share was issued and unpaid.
In February 2018, these were consolidated to form 57,118,419 ordinary shares and on 21 February 2018, the shares of TruFin plc were listed on the Alternative Investment Market of the London Stock Exchange. The company raised GBP70 million from the IPO, issuing 36,842,106 shares at a price of 190p share.
All ordinary shares carry equal entitlements to any distributions by the company. No dividends were proposed by the Directors for the period ended 30 June 2018.
16. Borrowings
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Loans due within one year 44 35 Loans due in over a year 23,594 9,000 23,638 9,035 ------------- ------------
On 12 December 2017, DFC entered into a two year senior debt facility with a leading bank which is secured on a floating pool of underlying assets. Interest is payable at 3 month LIBOR + 4%.
17. Trade and other payables
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Trade payables 4,716 212 Accruals 2,940 1,430 Other payables 426 652 Other taxation and social security 398 511 8,480 2,805 ------------- ------------
18. Financial instruments
The Directors have performed an assessment of the risks affecting the TruFin Group through its use of financial instruments and believe the principal risks to be: capital risk; credit risk; market risk and interest rate risk.
This note describes the TruFin Group's objectives, policies and processes for managing the material risks and the methods used to measure them. The significant accounting policies regarding financial instruments are disclosed in note 1.
Capital risk management
The TruFin Group manages its capital to ensure that entities in the TruFin Group will be able to continue as a going concern while providing an adequate return to shareholders.
The capital structure of the TruFin Group consists of net debt (borrowings disclosed in note 16) and equity of the TruFin Group (comprising issued capital, reserves, retained earnings and non-controlling interests).
The TruFin Group is not subject to any externally imposed capital requirements.
Principal financial instruments
The principal financial instruments to which the TruFin Group is party and from which financial instrument risk arises, are as follows:
-- Loans and advances to customers, primarily credit risk and liquidity risk; -- Trade receivables, primarily credit risk and liquidity risk; -- Investments, primarily fair value or market price risk;
-- Cash and cash equivalents, which can be a source of credit risk but are primarily liquid assets available to further business objectives or to settle liabilities as necessary;
-- Trade and other payables; and -- Borrowings which are used as sources of funds and to manage liquidity risk.
Analysis of financial instruments by valuation model
Financial assets included in the balance sheet at fair value:
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Investments (level 3) 44,500 36,500 Financial assets at fair value (level 3) 7,150 -
A level 3 valuation is one that relies on unobservable inputs to the valuation process.
The Zopa valuation is calculated by reference to the price of previous transactions involving the issuance of shares in Zopa and warrants over shares in Zopa and any other relevant information such as future funding rounds.
The Zopa valuation as at 30 June 2018 is based on the most recent funding round concluded by Zopa.
Financial assets at fair value have been valued by reference to the performance and financial position of the underlying companies, their credit quality and prevailing market conditions.
There are no financial liabilities included in the balance sheet at fair value.
30 June 2018
Financial assets and financial liabilities included in the balance sheet that are not measured at fair value:
Carrying Fair amount value Level Level Level 1 2 3 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Financial assets not measured at fair value (Unaudited) Loans and advances to customers 66,749 66,749 - - 66,749 Trade receivables 413 413 - - 413 Other receivables 2,845 2,845 - - 2,845 Cash and cash equivalents 62,158 62,158 62,158 - - 132,165 132,165 62,158 - 70,007 --------- -------- -------- -------- -------- Financial liabilities not measured at fair value (Unaudited) Other borrowings 23,638 23,638 - - 23,638 Other liabilities 8,480 8,480 - - 8,480 32,118 32,118 - - 32,118 --------- -------- -------- -------- --------
31 December 2017
Carrying Fair Level Level Level amount value 1 2 3 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Financial assets not measured at fair value (Audited) Loans and advances to customers 32,709 32,709 - - 32,709 Trade receivables 487 487 - - 487 Other receivables 1,821 1,821 - - 1,821 Cash and cash equivalents 26,049 26,049 26,049 - - 61,066 61,066 26,049 - 35,017 --------- -------- -------- -------- -------- Financial liabilities not measured at fair value (Audited) Other borrowings 9,035 9,035 - - 9,035 Other liabilities 2,805 2,805 - 27 2,778 11,840 11,840 - 27 11,813 --------- -------- -------- -------- --------
Fair values for level 3 assets were calculated using a discounted cash flow model and the Directors consider that the carrying amounts of financial assets and liabilities recorded at amortised cost in the financial statements approximate to their fair values.
Loans and advances to customers
Due to the short-term nature of loans and advances to customers, their carrying value is considered to be approximately equal to their fair value. These items are short term in nature such that the impact of the choice of discount rate would not make a material difference to the calculations.
Trade and other receivables, other borrowings and other liabilities
These represent short-term receivables and payables and as such their carrying value is considered to be equal to their fair value.
Financial risk management
The TruFin Group's activities and the existence of the above financial instruments expose it to a variety of financial risks.
The Board of Directors has overall responsibility for the determination of the TruFin Group's risk management objectives and policies. The overall objective of the Board of Directors is to set policies that seek to reduce ongoing risk as far as possible without unduly affecting the TruFin Group's competitiveness and flexibility.
The TruFin Group is exposed to the following financial risks:
-- Credit risk; -- Liquidity risk; -- Market risk; and -- Interest rate risk.
Further details regarding these policies are set out below.
Credit risk
Credit risk is the risk that a customer or counterparty will default on its contractual obligations resulting in financial loss to the TruFin Group. One of the TruFin Group's main income generating activities is lending to customers and therefore credit risk is a principal risk. Credit risk mainly arises from loans and advances to customers. The TruFin Group considers all elements of credit risk exposure such as counterparty default risk, geographical risk and sector risk for risk management purposes.
Credit risk management
The credit committees within the wider TruFin Group is responsible for managing the credit risk by:
-- Ensuring that it has appropriate credit risk practices, including an effective system of internal control;
-- Identifying, assessing and measuring credit risks across the TruFin Group from an individual instrument to a portfolio level;
-- Creating credit policies to protect the TruFin Group against the identified risks including the requirements to obtain collateral from borrowers, to perform robust ongoing credit assessment of borrowers and to continually monitor exposures against internal risk limits;
-- Limiting concentrations of exposure by type of asset, counterparty, industry, credit rating, geographical location;
-- Establishing a robust control framework regarding the authorisation structure for the approval and renewal of credit facilities;
-- Developing and maintaining the risk grading to categorise exposures according to the degree of risk of default. Risk grades are subject to regular reviews; and
-- Developing and maintaining the processes for measuring Expected Credit Loss (ECL) including monitoring of credit risk, incorporation of forward looking information and the method used to measure ECL.
Significant increase in credit risk
The TruFin Group continuously monitors all assets subject to Expected Credit Loss as to whether there has been a significant increase in credit risk since initial recognition, either through a significant increase in Probability of Default ("PD") or in Loss Given Default ("LGD").
The following is based on the procedures adopted by the TruFin Group:
Granting of credit
The Business Development Team prepare a Credit Application which sets out the rationale and the pricing for the proposed loan facility and confirms that it meets the TruFin Group's product risk and pricing policies. The Application will include the proposed counterparty's latest financial information and any other relevant information but as a minimum:
-- Details of the limit requirement e.g. product, amount, tenor, repayment plan etc.; -- Facility purpose or reason for increase; -- Counterparty details, background, management, financials and ratios (actuals and forecast); -- Key risks and mitigants for the application;
-- Conditions, covenants & information (and monitoring proposals) and security (including comments on valuation);
-- Pricing; -- Confirmation that the proposed exposure falls within risk appetite; and -- Clear indication where the application falls outside of risk appetite.
The Credit Risk Department will analyse the financial information, obtain reports from credit reference agencies, allocate a risk rating and make a decision on the application. The process may require further dialogue with the Business Development Team to ascertain additional information or clarification.
Each mandate holder and Committee is authorised to approve loans up to agreed financial limits provided that the risk rating of the counterparty is within agreed parameters. If the financial limit requested is higher than the credit authority of the first reviewer of the loan facility request, the application is sent to the next credit authority level with a recommendation.
The Executive Risk Committee reviews all applications that are outside the credit approval mandate of the mandate holder due to the financial limit requested or if the risk rating is outside of policy but there is a rationale and/or mitigation for considering the loan on an exceptional basis.
Applications where the counterparty has a high risk rating are sent to the Executive Risk Committee for a decision based on a positive recommendation from the Credit Risk department. Where a limited company has such a risk rating, the Executive Risk Committee will consider the following mitigants:
-- Existing counterparty which has met all obligations in time and in accordance with loan agreements;
-- Counterparty known to TruFin Group personnel who can confirm positive experience;
-- Additional security, either tangible or personal guarantees where there is verifiable evidence of personal net worth; and
-- A commercial rationale for approving the application, although this mitigant will generally be in addition to at least one of the other mitigants.
Identifying significant increases in credit risk
The short tenor of the current loan facilities reduces the possible adverse effect of changes in economic conditions and/or the credit risk profile of the counterparty.
The TruFin Group nonetheless measures a change in a counterparty's credit risk mainly on payment and end of contract repayment behaviour and the collateral audit process. Although regular and interim reviews may highlight other changes in a counterparty's risk profile, such as the security asset no longer being under the control of the borrower. The TruFin Group views a significant increase in credit risk as:
-- A two-notch reduction in the TruFin Group's counterparty's risk rating, as notified through the credit rating agency;
-- A counterparty defaults on a payment due under a loan agreement; -- Late contractual payments which although cured, re-occur on a regular basis;
-- Counterparty confirmation that it has sold TruFin Group assets but delays in processing payments;
-- Evidence of a reduction in a counterparty's working capital facilities which has had an adverse effect on its liquidity; and
-- Evidence of actual or attempted sales out of trust or of double financing of assets funded by the TruFin Group.
An increase in significant credit risk is identified when any of the above events happen after the date of initial recognition.
Default
Identifying loans and advances to customers in default and credit impaired
The TruFin Group's definition of default for this purpose is:
-- A counterparty defaults on a payment due under a loan agreement and that payment is overdue on its terms;
-- The collateral that secures, all or in part, the loan agreement has been sold or is otherwise not available for sale and the proceeds have not been paid to the lending company; or
-- A counterparty commits an event of default under the terms and conditions of the loan agreement which leads the lending company to believe that the borrower's ability to meet its credit obligations to the lending company is in doubt.
The short tenor of the loans extended by the TruFin Group means that significant economic events are unlikely to influence counterparties' ability to meet their obligations to the TruFin Group.
At 30 June 2018 a very small amount of assets are considered credit impaired and no forbearance had been granted.
Exposure at default
Exposure at default ("EAD") is the expected loan balance at the point of default and, for the purpose of calculating the Expected Credit Losses ("ECL"), management have assumed this to be the balance at the reporting date.
Expected Credit Losses
The ECL on an individual loan is based on the credit losses expected to arise over the life of the loan, being defined as the difference between all the contractual cash flows that are due to the TruFin Group and the cash flows that it actually expects to receive.
This difference is then discounted at the original effective interest rate on the loan to reflect the disposal period of such assets underlying the original contract.
Regardless of the loan status stage, the aggregated ECL is the value that the TruFin Group expects to lose on its current loan book having assessed each loan individually.
To calculate the ECL on a loan, the TruFin Group considers:
1. Counterparty PD; and 2. LGD on the asset
whereby: ECL = EAD x PD x LGD
Forward looking information
In its ECL models, the TruFin Group applies the following sensitivity analysis of forward-looking economic inputs:
-- GDP growth -- Central Bank base rates expressed as LIBOR -- Retail Price Index ("RPI")
However, in making its assessment of the impact of these key forward looking economic assumptions, the TruFin Group has placed reliance on the short-dated nature of its loans which do not extend beyond 12 months. Given the current loan book has an average tenor of less than 4 months the forward looking economic inputs above do not affect the ECL significantly.
Maximum exposure to credit risk
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Cash and cash equivalents 62,158 26,049 Loans and advances 73,899 32,709 Trade and other receivables 3,258 2,308 Maximum exposure to credit risk 139,315 61,066 ------------- ------------
Loans and advances to customers:
Collateral held as security
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Fully collateralised Loan-to-value* ratio: Less than 50% - 6 50% to 70% 353 5 71% to 80% 6 3,893 81% to 90% 900 5,161 91% to 100% 65,553 23,311 66,812 32,376 ------------- ------------ Partially collateralised Collateral value relating to loans over 100% loan-to-value - - Unsecured lending 130 459 ------------- ------------
* Calculated using wholesale collateral values
The majority of the TruFin Group's lending activities are asset-backed and the TruFin Group expects that the majority of its exposure is secured by the collateral value of the asset that has been funded under the loan agreement. The TruFin Group has title to the collateral which is funded under loan agreements. The collateral has low depreciation and is not subject to rapid technological changes or redundancy. There has been no change in the TruFin Group's assessment of collateral and its underlying value in the reporting period.
The assets are generally in the counterparty's possession, but this is controlled and managed by the asset audit process. The audit process checks on an agreed periodic basis that the asset is in the counterparty's possession and has not been sold out of trust or is otherwise not in the counterparty's control. The frequency of the audits is determined by the risk rating assessed at the time that the borrowing facility is first approved.
Additional security may also be taken to further secure the counterparty's obligations and further mitigate risk. Further to this, in many cases the TruFin Group is often granted by the counterparty, an option to sell-back the underlying collateral.
Based on the TruFin Group's current principal products, the counterparty repays its obligation under a loan agreement with the TruFin Group at or before the point that it sells the asset. If the asset is not sold and the loan agreement reaches maturity, the counterparty is required to pay the amount due under the loan agreement plus any other amounts due. In the event that the counterparty does not pay on the due date, the TruFin Group's customer management process will maintain frequent contact with the counterparty to establish the reason for the delay and agree a timescale for payment. Senior Management will review actions on a regular basis to ensure that the TruFin Group's position is not being prejudiced by delays.
In the event that the TruFin Group determines that payment will not be made voluntarily, it will enforce the terms of its loan agreement and recover the asset, instituting legal proceedings for delivery, if necessary. If there is a shortfall between the net sales proceeds from the sale of the asset and the counterparty's obligations under the loan agreement, the shortfall is payable by the counterparty on demand.
Concentration of credit risk
The TruFin Group maintains policies and procedures to manage concentrations of credit at the counterparty level and industry level to achieve a diversified loan portfolio. As at 30 June 2018, the largest counterparty exposure was 7% of the total loan portfolio and the largest industry sector exposure was 34% of the total loan portfolio.
Credit quality
An analysis of the TruFin Group's credit risk exposure for loan and advances per class of financial asset, internal rating and "stage" is provided in the following tables. A description of the meanings of Stages 1, 2 and 3 is given in the accounting policies.
30 June 31 December 2017 2018 (Audited) (Unaudited) Risk rating Stage Stage Stage Total Total 1 2 3 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 Above Average (Risk rating 1-2) 30,849 283 - 31,132 14,305 Average (Risk rating 3-5) 21,680 80 - 21,760 16,207 Below Average (Risk rating 6+) 13,248 777 25 14,050 2,323 Gross carrying amount 65,777 1,140 25 66,942 32,835 Loss allowance (158) (17) (18) (193) (126) Carrying amount 65,619 1,123 7 66,749 32,709 -------- -------- -------- ------------- ------------ Gross Carrying Amount Stage Stage Stage Total 1 2 3 GBP'000 GBP'000 GBP'000 GBP'000 As at 31 December 2017 (Audited) 32,835 - - 32,835 Transfer to stage 2 (538) 538 - - Transfer to stage 3 (13) - 13 - Net loans originated 33,493 602 12 34,107 As at 30 June 2018 (Unaudited) 65,777 1,140 25 66,942 -------- -------- -------- --------
Trade receivables
30 June 31 December 2018 2017 (Unaudited) (Audited) Status at balance sheet date GBP'000 GBP'000 Not past due, nor impaired 280 328 Past due but not impaired 133 159 Total gross carrying amount 413 487 loss allowance - - Carrying amount 413 487 ------------- ------------ Net trade receivables 413 487 ------------- ------------
The TruFin Group has determined that all trade receivables are Stage 1. They all relate to amounts outstanding from public sector bodies in the UK and US. As such there is no expectation of material future credit losses relating to these financial assets.
The contractual amount outstanding on financial assets that were written off during the reporting period and are still subject to enforcement activity is GBPNil at 30 June 2018 (31 December 2017: GBPNil).
Liquidity risk
Liquidity risk is the risk that the TruFin Group does not have sufficient financial resources to meet its obligations as they fall due or will have to do so at an excessive cost. This risk arises from mismatches in the timing of cash flows which is inherent in all banking operations and can be affected by a range of Group-specific and market-wide events.
Liquidity risk management
The TruFin Group delegates liquidity risk management to its subsidiary, DFC, which has in place a policy and control framework for managing liquidity risk. DFC's Asset and Liability Management Committee (ALCO) is responsible for managing the liquidity risk via a combination of policy formation, review and governance, analysis, stress testing, limit setting and monitoring. The ALCO meets on a monthly basis to review the liquidity position and risks. Daily liquidity reports are produced and reviewed by the management team to track liquidity and pipeline.
DFC is in the process of applying for a Bank Licence. One of the key requirements is to a have a comprehensive liquidity management process & documentation which is submitted to the Prudential Regulation Authority (PRA) for approval. These documents have been approved by DFC's Board of Directors and submitted to the PRA.
Group Finance performs treasury management for the TruFin Group, with responsibility for the treasury for each business entity being delegated to the individual subsidiaries. However, in line with the wider Group governance structure, Group Finance performs an important oversight role in the wider treasury considerations of the TruFin Group. The primary mechanism for maintaining this oversight is a formal requirement that the subsidiaries' Finance teams notify all material Treasury matters to Group Finance.
The main Group responsibilities are to maintain banking relationships, manage and maximise the efficiency of the TruFin Group's working capital and long term funding and ensure ongoing compliance with banking arrangements. The TruFin Group currently does not have any offsetting arrangements.
Liquidity stress testing
DFC has assessed its liquidity adequacy and viability for the first 12 months of operations, based on its 5 year business plan projections. Under this analysis, DFC is confident that it will be able to meet all of its liabilities as they fall due, even in a stress scenario.
A range of liquidity stress scenarios has been conducted (as detailed in the capital and liquidity requirements), which demonstrates that DFC's liquidity profile at the end of this 12 month period will be sufficient to withstand a severe stress at this time.
Maturity analysis for financial assets and financial liabilities
The following maturity analysis is based on expected gross cash flows.
As at 30 June 2018:
Carrying < than 1 - 3 3 months 1 - amount 1 month months to 1 year 5 years Financial assets (Unaudited) Cash and cash equivalents 62,158 62,158 - - - Trade receivables 413 362 51 - - Loans and advances to customers 73,899 17,174 21,284 26,326 9,159 Investment securities 44,500 - - - 44,500 180,970 79,694 21,335 26,326 53,659 Financial liabilities (Unaudited) Trade and similar payables 8,480 8,480 - - - Borrowings 23,638 104 205 917 24,156 32,118 8,584 205 917 24,156
Market risk
Market risk is the risk that movements in market factors, such as foreign exchange rates, interest rates, credit spreads, equity prices and commodity prices will reduce the TruFin Group's income or the value of its portfolios.
Market risk management
The TruFin Group's management objective is to manage and control market risk exposures in order to optimise return on risk while ensuring solvency.
The core market risk management activities are:
-- The identification of all key market risk and their drivers; -- The independent measurement and evaluation of key market risks and their drivers;
-- The use of results and estimates as the basis for the TruFin Group's risk/return-oriented management; and
-- Monitoring risks and reporting on them.
Interest rate risk management
The TruFin Group is exposed to the risk of loss from fluctuations in the future cash flows or fair values of financial instruments because of the change in market interest rates.
Interest rate risk
The TruFin Group's borrowings are at 3m LIBOR plus a margin. The borrowing that is currently in place is a short term measure until DFC is granted its banking licence and hence there is little cash flow interest rate risk. Conversely there is little interest rate price risk because market interest rates are currently low.
19. Leasing commitments
At the year-end date the TruFin Group has lease agreements in respect of properties and equipment for which the payments extend over a number of years. The future minimum lease payments under non-cancellable leases are as follows:
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Due in less than one year 312 391 Due between one and five years 627 450 Total future lease payments committed 939 841
20. Earnings per share
The calculation of the basic and adjusted earnings per share is based on the following data:
6 months ended Year ended 30 June 31 December 2018 2017 (Unaudited) (Audited) Number of shares Basic and Diluted 97,368,421 123,765,703 Earnings attributable to ordinary shareholders GBP'000 GBP'000 Loss after tax attributable to the owners of TruFin plc (7,903) (8,103) Adjusted earnings attributable to ordinary shareholders Loss after tax attributable to the owners of TruFin plc (7,903) (8,103) Adjusted for Share Based Payment 1,191 - Adjusted loss after tax attributable to the owners of TruFin plc (6,712) (8,103) Earnings per share (Unaudited) Pence Pence Basic and Diluted (8.1) (6.5) Adjusted (6.9) (6.5) Adjusted(2) 1.3 (4.4)
Adjusted(2) EPS includes the unrealised gain on revaluation of the TruFin Group's investment in Zopa - GBP8.0m for the 6 months ended 30 June 2018 (GBP2.6m for the year ended 31 December 2017).
21. Related party disclosures
Transactions with Directors
Transactions with Directors, or entities in which a Director is also a Director or partner:
30 June 31 December 2018 2017 (Unaudited) (Audited) GBP'000 GBP'000 Loans provided to a director 140 - Consultancy services provided by a director - 13
Key management personnel disclosures are provided in note 5.
Loans were issued to Henry Kenner (GBP74,878) and James van den Bergh (GBP64,894) on 21 February 2018 relating to the tax and national insurance payable on the JSOP founder awards in the month that these were granted. These loans are outstanding at the period end.
22. Post balance sheet events
On 3 August 2018, Oxygen Finance Group Limited, acquired 100% of Porge Limited ("Porge"). Porge provides an evidence based public sector market insight service and research product. The consideration comprises GBP2m in cash paid on completion and an earn out of a maximum of GBP0.75m in cash, payable in 2019, subject to meeting certain performance conditions.
An assessment of the goodwill arising from this acquisition is being carried out and will be completed as part of the preparation of the consolidated accounts for the year ended 31 December 2018.
This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
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