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REG-Funding Circle Plc Funding Circle Plc: Full Year Results

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Funding Circle Plc (FCH)
Funding Circle Plc: Full Year Results

02-March-2023 / 07:00 GMT/BST

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                                             Funding Circle Holdings plc

                                                Full Year 2022 Results

                                        Embargoed until 7.00am, 02 March 2023

 

  THIS ANNOUNCEMENT INCLUDES INSIDE INFORMATION AS DEFINED IN ARTICLE 7 OF THE MARKET ABUSE REGULATION NO. 596/2014

 

Funding Circle Holdings plc (“Funding Circle”) today announces results for the year ended 31 December 2022.

Lisa Jacobs, CEO at Funding Circle, says:

“We’ve made good progress against our medium-term strategy, expanding our reach in distribution and depth in products.
We introduced lending as a service in the US, and expanded our product set through the launch of super prime loans in
the US and near prime loans in the UK. We have continued to see strong engagement with FlexiPay — so our customers can
now not only borrow, but pay and spend with Funding Circle for the first time.

"I’m really pleased with how the business reacted to the evolution of the economic environment and transitioned back
to commercial lending, with government schemes phasing out in 2022. Overall we delivered a solid financial
performance. We were prudent in our lending in 2022, and will continue to be whilst conditions remain challenging — as
expected in the UK in 2023, where we have pushed out our 2025 income targets by a year. We're confident in the US and
are excited about new FlexiPay growth over the medium term. Having built strong foundations to deliver against the
plan, we expect to double Group income over the next three years."

Executive Summary:

  • Following a period of significant market uncertainty, Funding Circle has proven resilient through change,
    delivering a solid financial performance in FY 22 as government loan schemes were phased out.
  • Loan returns remained robust and attractive with upgraded returns for several cohorts.
  • Continued institutional investor demand to fund loans with new forward flow agreements in the UK and US.
  • In 2022, lending through Funding Circle contributed £6.9bn to UK GDP, supported 106,000 jobs and contributed tax
    revenues of £1.4bn to the UK economy. 1  1 
  • Customer satisfaction remained strong with Group NPS at 77 and a UK Trustpilot score of 4.6. In the UK it takes
    only six minutes to complete an online application with an instant decision for 70% of applications.
  • Good early progress made against the three strategic pillars of our medium-term plan:

       ◦ Attract more businesses: two Lending as a Service (“LaaS”) partnerships in the US;
       ◦ Say yes to more businesses: expanded customer segments to super prime in the US and near prime in the UK;
       ◦ #1 in new products: tripled FlexiPay transactions from H1 to H2; launched FlexiPay card in beta.

  • Our balance sheet remains a strategic asset, with net assets of £284m, including cash of £178m.
  • We have introduced guidance for 2023 and medium-term guidance is updated.

       ◦ UK Loans reflects the challenging economic environment in 2023 pushing back 2025 targets by one year.
       ◦ US Loans guidance for 2023 shows strong momentum and medium-term guidance is unchanged.
       ◦ The significant progress we’ve made on FlexiPay means we have outlined our expectations for the first time,
         including a step up in investment in 2023.

  • Now including FlexiPay, we target a doubling of Group total income by 2025.

 

Financial Performance:

                                2022  2021
                                  £m    £m
Originations                   1,481 2,296
Loans under Management (LuM)   3,743 4,457
Operating income               131.4 165.5
Net investment income 2  2      17.3  41.4
Total income                   148.7 206.9
Fair value gains                 4.8  28.6
Net income                     153.5 235.5
AEBITDA 3  3                     6.8  91.8
Operating (loss)/profit       (14.7)  64.2
(Loss)/profit before taxation (12.9)  64.1
Cash                           177.7 224.0
Net assets                     284.0 288.0

 

1 Funding Circle research in partnership with Oxford Economics.

2 Net investment income comprises investment income less investment expense.

3 Adjusted EBITDA (“AEBITDA”) is an alternative performance measure and represents operating profit/(loss) before
depreciation and amortisation, share based payment charges, associated social security costs, foreign exchange gains /
(losses), and exceptional items. A reconciliation between AEBITDA and operating profit/(loss) is shown in the Business
Review.

 

Financial Summary:

  • Originations of £1.5bn (2021: £2.3bn) down 35% year-on-year but in line with expectations following the peak of
    the government-guaranteed loan schemes in H1 21.
  • Both H1 and H2 22 originations up on H2 21, but reduced in H2 22 from H1 22 following credit tightening in
    response to the more challenging UK economic environment.
  • Loans under management of £3.7bn (31 December 2021: £4.5bn) down 16% following anticipated early repayments of
    CBILS loans in UK and PPP loan forgiveness in US.
  • Operating income was £131.4m (2021: £165.5m) down 21% against the high levels of income from government-guaranteed
    loan schemes in 2021. 2021 also included £2.1m of deferred PPP revenue.
  • Investment income was £17.3m (2021: £41.4m) down by 58%, as expected, as investments have either been sold or
    amortised down.
  • Fair value gain of £4.8m (2021: £28.6m gain) reflects continued positive revaluations for improved underlying
    credit performance.
  • AEBITDA of £6.8m (2021: £91.8m) and operating loss of £14.7m (2021: profit of £64.2m) reflect the reduction in net
    income following the closure of the government-guaranteed loan schemes.
  • Net assets remain healthy at £284.0m (31 December 2021: £288.0m), including cash balance of £177.7m (31 December
    2021: £224.0m), of which £165.7m (31 December 2021: £199.4m) was unrestricted 4  4 .

 

Operating and Strategic Summary:

  • We are delivering against our medium-term plan which brings significant growth opportunities in a large
    addressable market:

       ◦ In March 2022, we announced our medium-term plan to transform Funding Circle into a multi-product platform,
         serving a direct and embedded audience.
       ◦ We are focused on enabling SMEs to borrow, pay and spend.
       ◦ A year into this plan, we are delivering against our strategic pillars:

            • Attract more businesses: strengthening existing distribution channels and expanding into new embedded
              and intermediated channels to enable more businesses to reach us

                 ◦ Launched two Lending as a Service pilot partnerships, with Pitney Bowes and DreamSpring in the US.
                 ◦ Developed our distribution partnerships in UK and US.
                 ◦ Launched our first sports sponsorship with Premiership Rugby to drive brand awareness and
                   consideration.

            • Say yes to more businesses: serving more businesses through an expanded set of personalised Funding
              Circle products and further integration with third party lenders

                 ◦ Expanded US Loans proposition to serve super prime businesses.
                 ◦ Expanded UK Loans proposition to include near prime lending.
                 ◦ Increased Marketplace originations with lending up 24% y-o-y.

            • #1 in new products: using our capabilities to enter new markets where we can develop market-leading
              products

                 ◦ SME B2B payments represents a new major market opportunity.
                 ◦ FlexiPay rolled out to additional customer segments during 2022, with strong growth trajectory and
                   high customer engagement: >3x growth in cumulative transaction value H1 22 to H2 22; ~£60m total
                   transactions in FY 22 (£3.5m FY 21); > 2,000 active accounts at end FY 22 (c.250 FY 21); >20,000
                   transactions to date; 1.4 transactions per month per active customer.
                 ◦ FlexiPay card launched in beta at the end of 2022.

 

4 Unrestricted cash refers to total cash less cash that is restricted in use. The restricted cash is cash that is not
available for general use by the company as it is held within investment vehicles and is payable to third parties.

Outlook:

We have introduced guidance for FY 23, updated our medium-term guidance for FY 25 and included FlexiPay guidance for
the first time, as shown below.

 

                                       FY 23                                          Medium Term (FY 25)
                                                                          Group to double total income by FY 25 (incl.
              Expectation of challenging UK economic environment in FY                     FlexiPay);
                                         23                               Prior UK medium-term guidance delayed by one
                                                                                           year 5  5 
                UK and US Loans                  FlexiPay                    UK Loans5       US Loans      FlexiPay
                 £150m - £160m                                            At least £175m

Total income Continued momentum in               Over £10m                                At least £70m  At least £50m
             US, broadly flat in UK
                                                                                  
                                                 £(10-20)m
                                                                            Margins of       AEBITDA        AEBITDA
  AEBITDA            £0-10m           FY 23 investment into FlexiPay,         25-30%         positive      positive
                                    AEBITDA loss dependent on speed we
                                              choose to scale

 

Analyst presentation:

Management will host an analyst and shareholder presentation and conference call at 9:30am UK time (GMT), on Thursday
2 March 2023, including an opportunity to ask questions.

 

To watch and listen to the webcast, with the opportunity to submit written questions, please use  6 this link to
register and gain access to the event.

 

For conference call access, with the opportunity to ask live questions, please dial +44 33 0551 0200 or +1 786 697
3501. Quote Funding Circle Full Year Results if prompted.

 

An on-demand replay and transcript will also be available on the Funding Circle website following the presentation.

 

Investor relations and media relations:

Funding Circle Investor Relations

Morten Singleton (+44 7736 297 929)

ir@fundingcircle.com

Funding Circle Media Relations

Abigail Whittaker (+44 7989 876 136)

press@fundingcircle.com

Headland Consultancy

Mike Smith / Stephen Malthouse (+44 20 3805 4822)

 

About Funding Circle:

Funding Circle (LSE: FCH) is a lending platform for SME borrowers. Established in the UK in 2010, and now the  leading
lending platform to SMEs, the Group also has a material  and growing presence in the US. Globally, Funding Circle  has
extended more than £15bn in credit to c.135,000 businesses.

 

For SME borrowers, Funding  Circle provides an  unrivalled customer experience, delivered  through its technology  and
data, coupled with a human touch. Its solutions continue to help customers access the funding they need to succeed.

For institutional investors, Funding Circle  provides access to an alternative  asset class in an underserved  market,
and delivers robust and attractive returns.

 

5 Previous UK FY 25 guidance of total income £220m and AEBITDA margins of 30-35%.

Forward looking statements and other important information:

This document contains forward looking statements, which are statements that are not historical facts and that reflect
Funding Circle’s beliefs and expectations with respect to future events and financial and operational performance.
These forward looking statements involve known and unknown risks, uncertainties, assumptions, estimates and other
factors, which may be beyond the control of Funding Circle and which may cause actual results or performance to differ
materially from those expressed or implied from such forward-looking statements.  Nothing contained within this
document is or should be relied upon as a warranty, promise or representation, express or implied, as to the future
performance of Funding Circle or its business. Any historical information contained in this statistical information is
not indicative of future performance.

 

The information contained in this document is provided as of the dates shown.  Nothing in this document should be
construed as legal, tax, investment, financial, or accounting advice, or solicitation for or an offer to invest in
Funding Circle.

Business Review

At Funding Circle we deliver an unrivalled customer experience powered by data and technology, coupled with a human
touch. We have now helped more than 135,000 SMEs to access more than £15 billion. Over the past 12 years, we’ve
revolutionised SME lending and built the capability for SMEs in the UK to receive an instant lending decision. This is
a first in SME term lending.

 

We have an attractive and proven business model:

  • Loan returns remain robust and attractive. This reflects the quality of Funding Circle underwriting with three
    times better risk discrimination than bureau scores.
  • Our proven model has been demonstrated through the cycle as seen by the strength of our loan returns.
  • We continue to take a prudent approach to originations and adjusted borrower pricing to reflect the rising base
    rate environment.
  • We continue to see institutional investor demand to fund loans with new forward flow agreements in the UK and US.

 

Our world-class technology continues to deliver a superior customer experience:

  • We are reinventing SME lending through technology and data, coupled with a human touch.
  • Our world-class tech platform delivers significant customer benefits and creates a deep moat around our business.
    As we continue to grow, we feed the Funding Circle flywheel:

       ◦ Attract more borrowers: Funding Circle is revolutionising SME lending and delivering a superior customer
         experience resulting in strong satisfaction scores and high repeat rates.
       ◦ Accumulate more data: As we attract more customers to our platform we augment our data lake – which has more
         than 2 billion data points on 29 million SMEs across the UK and US.
       ◦ Develop better machine learning models: Our data enables us to build accurate and predictive risk models. In
         the UK, our 8th generation models are three times better at risk discrimination than traditional bureau
         scores, optimising access whilst delivering strong loan returns.
       ◦ Say yes to more businesses: Our decision engine generates personalised customer journeys, pricing and
         propositions which help to increase conversion.
       ◦ Greater operating leverage: Automation delivers lower processing costs and scalability. As we grow we deliver
         increased margins from leveraging the platform.
       ◦ New products: The strength of our customers, our technology and our platform enables us to offer new products
         and capabilities to meet more customer needs. These generate deeper relationships with our existing customers
         and help attract new customers.

 

Overview of the year ended 31 December 2022

Against a backdrop of an increasingly challenging UK economic environment, our overall performance in 2022 was in line
with our expectations. It followed a very strong prior year when our markets were distorted by the continued
availability of various government-guaranteed loan schemes in both the UK and US which brought forward and exaggerated
demand for loans by SMEs in H1 21. This led to a drop in demand for loans when these government schemes concluded,
with a gradual recovery in demand evident through H2 21 and H1 22. In mid-2022, through our proactive monitoring, we
noticed increasing signs of stress in the market and we therefore adjusted and tightened our credit criteria
accordingly. This tightening is noticeable in the UK originations profile below.

Originations            2022            2021
                H1  H2    FY    H1  H2    FY
                £m  £m    £m    £m  £m    £m
Loans                                       
United Kingdom 641 454 1,095 1,381 591 1,972
United States  145 182   327   247  69   316
Other 7  6       -   -     -     7   1     8
               786 636 1,422 1,635 661 2,296
FlexiPay 8  7   17  42    59     -   -     -
Total          803 678 1,481 1,635 661 2,296

6 Other represents the previously presented Developing Markets segment. As this business has been closed and is in
wind-down it has been renamed Other for segmental purposes.

7 Given the size, FlexiPay loans of £4m were not presented in 2021.

 

In the UK, the government-guaranteed Recovery Loan Scheme (“RLS”) was introduced in April 2021 and operated until May
2022. We continued to offer our commercial loans alongside the RLS, transitioning to operate solely our commercial
lending from June 2022 onwards. We now also offer our commercial loans to near prime businesses. In the prior year, we
offered government-guaranteed CBILS loans until the processing of those loans finished in June 2021. CBILS had
particularly high levels of demand, due to the favourable terms for borrowers, driving peak originations in H1 21.

In the US, we have continued to offer our commercial loan product, expanding our offering to also serve super prime
businesses. In the first half of 2021, we operated the Paycheck Protection Program (“PPP”) government-guaranteed loan
scheme through the Small Business Administration (“SBA”) which closed in May 2021.

During 2022, we have continued to grow originations via our Marketplace which connects borrowers with other lenders in
the market, providing further products beyond what Funding Circle currently offers, such as larger loans, asset
finance and invoice finance, and we see this growing further in the coming year.

Our new line of credit product offering, FlexiPay, has been launched in the market and continues to gain traction.
FlexiPay card is now in beta testing and we will continue to expand this during 2023. We remain very excited about the
huge market opportunity for FlexiPay to support SMEs with their shorter-term financial needs.

 

Characteristics of government loan schemes

The loans under each of the government schemes have different characteristics, and therefore the income that Funding
Circle earns on them is different:

  • CBILS – for loans issued under this scheme, the British Business Bank (“BBB”) provided an 80% guarantee to
    lenders, should the loan default, in exchange for a fee from the funding investors. The BBB paid the origination
    fees (transaction fees) on behalf of borrowers together with the interest due on the loans for the first year. No
    principal repayments were required in the first year. Thereafter borrowers pay the interest and principal
    repayments. Funding investors continue to pay servicing fees.
  • RLS – for loans under this scheme, the BBB continued to provide a guarantee to lenders to ensure that there was
    sufficient availability from lenders to support SMEs, again in exchange for a fee from the funding investors
    (which in Funding Circle’s case, as with CBILS, was shared proportionately among Funding Circle and its applicable
    funding investors, with Funding Circle’s share of both the loan amounts and fees being approximately 1% of the
    total). The loans then had characteristics similar to our core commercial loan product with borrowers paying the
    origination fees, interest and repayments and funding investors paying the servicing fees. However, the borrower,
    not the BBB, pays the fees and interest in the first year.
  • PPP – the loans issued under the PPP scheme have very different characteristics to those under CBILS or RLS. Under
    this scheme, Funding Circle earns an origination fee, paid by the SBA, but there are no servicing fees associated
    with the loans. This is because borrowers are allowed to apply for the loans to be forgiven by the SBA if the
    funds are used to pay eligible expenses such as payroll costs of employees.

 

                                                 
                               31 December 2022 31 December 2021
Loans under Management (LuM)  
                                             £m               £m
Loans                                                           
United Kingdom                            3,311            3,944
United States                               375              425
Other                                        39               88
                                          3,725            4,457
FlexiPay1                                    18                -
Total                                     3,743            4,457
                                                 

 1. Given the size, FlexiPay loans of £2m were not presented in 2021

 

Loans under management declined during the year by 16% to £3,743m. This was principally driven by:

  • Early repayments on CBILS loans which were expected as there were no principal payments required in the first year
    and the government was paying the interest. As the first borrower payments became due, some borrowers repaid the
    loans in full.
  • Reduction in PPP loans as they were forgiven by the US government, provided certain borrower conditions on usage
    were satisfied.  No servicing fees are charged on PPP loans. PPP loans totalled £125m at 31 December 2021 reducing
    to £28m by 31 December 2022.
  • FlexiPay loans under management continued to grow. Currently the product features a revolving three-month line of
    credit facility.

 

Funding Circle uses its balance sheet where it makes the business stronger. This has been through securitisation
programmes and private funds in 2019/20, co-investing as required by the government-guaranteed loan schemes,
short-term funding as we onboard new investors, and in funding the early stages of FlexiPay. At 31 December 2022,
Funding Circle’s equity invested in the above Loans under Management was c.2.5% at £97m (31 December 2021: c.1.5% at
£70m). This is described in further in “Balance sheet and investments” below.

 

 

Segmental highlights

                                                                 31 December 2022                     31 December 2021
                                                    Loans         FlexiPay  Total        Loans         FlexiPay  Total
Net income/(loss)                             United United Other   United         United United Other   United       
                                             Kingdom States        Kingdom        Kingdom States        Kingdom
                                                  £m     £m    £m       £m     £m      £m     £m    £m       £m     £m
Operating income                               107.2   21.1   1.6      1.5  131.4   137.7   25.1   2.7        -  165.5
Net investment income                            9.8    7.5     -        -   17.3    21.7   19.7     -        -   41.4
Total income                                   117.0   28.6   1.6      1.5  148.7   159.4   44.8   2.7        -  206.9
Fair value (losses)/gains                      (2.4)    7.2     -        -    4.8    10.5   18.1     -        -   28.6
Net income                                     114.6   35.8   1.6      1.5  153.5   169.9   62.9   2.7        -  235.5
                                                                                                                      
Segment profit                                                                                                        
Adjusted EBITDA                                 11.7  (3.7)   2.8    (4.0)    6.8    61.9   28.4   1.5        -   91.8
Depreciation and amortisation                 (11.7)  (5.2) (0.1)        - (17.0)   (9.7)  (4.1) (0.1)        - (13.9)
Share-based payments and social security       (3.9)  (0.8)     -        -  (4.7)   (7.6)  (1.3)     -        -  (8.9)
costs
Foreign exchange gains/(losses)                  0.2      -     -        -    0.2   (0.3)  (0.6)     -        -  (0.9)
Exceptional items                                  -      -     -        -      -       -  (3.9)     -        -  (3.9)
Operating (loss)/profit                        (3.7)  (9.7)   2.7    (4.0) (14.7)    44.3   18.5   1.4        -   64.2
Operating AEBITDA 9  8                           4.3 (18.4)   2.8    (4.0) (15.3)    29.7  (9.4)   1.5        -   21.8
Investment AEBITDA8                              7.4   14.7     -        -   22.1    32.2   37.8     -        -   70.0
                                                                                                                 

United Kingdom

During the year we continued to originate loans under RLS until the scheme ended in June 2022 as well as providing
commercial loans throughout the year. As expected, we experienced slower initial demand when the RLS scheme ended,
consistent with CBILS ending, as both schemes brought forward the appetite for SMEs to take out loans.

 

Demand has largely returned, although general credit quality has weakened and accordingly our conversion levels are
lower than they were before the pandemic. With the increasing economic uncertainty in the UK, we tightened our credit
criteria in July 2022 and introduced interest rate increases on our loans (which are all fixed rate) to align with
increasing base rates.

 

Throughout 2022 there remained strong appetite from institutional investors to invest in both the RLS and commercial
loans. Four forward flow agreements were signed totalling £2.4bn and an additional material forward flow agreement was
signed in January 2023.

 

As previously reported, investment from retail investors was closed at the start of the pandemic as they were not
allowed to participate in the government loan schemes. We closed the retail platform to new investment altogether in
March 2022 and retail investors now represent only 2% of the overall LuM.

 

The UK delivered total income of £117.0m (2021: £159.4m) with operating income of £107.2m (2021: £137.7m) and net
investment income of £9.8m (2021: £21.7m). 

 

The reduction in operating income was largely driven by lower volumes of originations, partially offset by higher
servicing fees (reflecting higher LuM experienced during the peak of CBILS lending in early 2021).

 

The reduction in net investment income resulted from a reduction in the SME loans held on balance sheet. This was
driven by the exit of the UK warehouse in November 2021, loans continuing to be paid down, and the wind down and
subsequent sale in 2022 of the majority of loans held in the UK securitisation vehicle.

 

The UK generated operating AEBITDA of £4.3m, lower than the £29.7m of the prior year when CBILS was operating. Total
AEBITDA was £11.7m (2021: £61.9m) with an AEBITDA margin of 10%. Operating loss was £3.7m (2021: profit of £44.3m).
The reduction in both total AEBITDA and operating profit was driven by the lower levels of income generated post CBILS
and reduced investment AEBITDA.

8 Investment AEBITDA is defined as investment income, investment expense and fair value adjustments, and operating
AEBITDA represents AEBITDA excluding investment AEBITDA.

United States

The US transitioned away from government-guaranteed loans in May 2021. We restarted commercial lending in July 2021,
and although demand started at a low level this has gradually and consistently increased month on month.

We also see continued demand from institutional investors to lend although, with increasing economic uncertainty and
rising base rates, concluding funding deals with institutions is taking longer. We anticipate adding further new
institutional investors during 2023.

 

In H2 2022, we funded c.£20m of originations directly whilst concluding a major funding deal which was signed shortly
after the year-end.  The majority of these loans were sold in February 2023.

 

Originations for the year were £327m in 2022 (2021: £316m). Originations have continued to grow since PPP ceased in
May 2021 with H2 2022 originations of £182m (H1 2022: £145m; H2 2021: £69m).

 

Total income for the US was £28.6m (2021: £44.8m) comprising operating income of £21.1m (2021: £25.1m) and net
investment income of £7.5m (2021: £19.7m). Yields on PPP loans were nearly 40% higher than those on commercial loans,
driving the fall in operating income relative to originations year on year.

 

Similar to the UK, the reduction in investment income reflects the amortising nature of the investment in SME loans
held on balance sheet. Additionally, 2021 benefited from six months of interest on the US warehouse which was sold in
June 2021.

 

Operating AEBITDA was negative £18.4m (2021: negative £9.4m). Investment AEBITDA was £14.7m (2021: £37.8m) principally
reflecting the amortising loan book and warehouse sold in June 2021 together with large fair value gains in 2021
following the investments delivering strong returns, lower levels of default and an improved economic outlook at that
time.

 

Total AEBITDA was negative £3.7m (2021: positive £28.4m) and operating loss was £9.7m (2021: profit of £18.5m).

 

Summary Financial Information

                                             2022              2021
                                 H1     H2     FY    H1    H2    FY
                                 £m     £m     £m    £m    £m    £m
Originations                    803    678  1,481 1,635   661 2,296
Loans under Management (LuM)  4,071  3,743  3,743 4,933 4,457 4,457
Operating income               66.4   65.0  131.4  94.5  71.0 165.5
Net investment income          10.9    6.4   17.3  26.1  15.3  41.4
Total income                   77.3   71.4  148.7 120.6  86.3 206.9
Fair value gains                1.5    3.3    4.8   8.1  20.5  28.6
Net income                     78.8   74.7  153.5 128.7 106.8 235.5
AEBITDA                        10.6  (3.8)    6.8  53.3  38.5  91.8
Operating profit/(loss)         1.5 (16.2) (14.7)  35.5  28.7  64.2
Profit/(loss) before taxation   1.6 (14.5) (12.9)  35.4  28.7  64.1
Cash                          200.7  177.7  177.7 168.1 224.0 224.0
Net assets                    299.3  284.0  284.0 254.1 288.0 288.0

 

 

Finance review

Overview

Group total income was £148.7m (2021: £206.9m), down 28%, and net income was £153.5m (2021: £235.5m).

Net income is total income plus fair value movements on SME loans held for sale and investments in trusts. The fair
value gain in 2021 reflected a strong performance from the consolidated SME loans with lower defaults and higher
recoveries than expected.

The Group’s operating loss was £14.7m for the year (2021: profit of £64.2m).

Profit and loss

                                          31 December 2022                                  31 December  2021
                                                                                                             
                                                           Before exceptional items Exceptional items
                                                     Total                                              Total
                                                                                 £m                £m
                                                        £m                                                 £m
Transaction fees                                      77.5                    115.0                 -   115.0
Servicing fees                                        47.9                     47.0                 -    47.0
Interest income                                        1.9                        -                 -       -
Other fees                                             4.1                      3.5                 -     3.5
Operating income                                     131.4                    165.5                 -   165.5
Investment income                                     22.0                     53.7                 -    53.7
Investment expense                                   (4.7)                   (12.3)                 -  (12.3)
Total income                                         148.7                    206.9                 -   206.9
Fair value gains                                       4.8                     28.6                 -    28.6
Net income                                           153.5                    235.5                 -   235.5
                                                                                                             
People costs                                        (85.9)                   (77.7)                 -  (77.7)
Marketing costs                                     (38.4)                   (46.9)                 -  (46.9)
Depreciation, amortisation and impairment           (17.0)                   (13.9)             (3.9)  (17.8)
Expected credit loss credit/(charge)                   1.5                    (1.2)                 -   (1.2)
Other costs                                         (28.4)                   (27.7)                 -  (27.7)
Operating expenses                                 (168.2)                  (167.4)             (3.9) (171.3)
                                                                                                             
Operating (loss)/profit                             (14.7)                     68.1             (3.9)    64.2
                                                                                                             

Operating income includes transaction fees, servicing fees, interest income from loans held at amortised cost and
other fees and was £131.4m (2021: £165.5m).

  • Transaction fees, representing fees earned on originations, decreased to £77.5m (2021: £115.0m). The overall
    decrease in transaction fees was driven by lower trading volumes as the Group transitioned away from the
    government-guaranteed loan schemes in the UK and the US.

In line with increasing base rates, our average origination fee yields grew in the UK to c.5.5% (2021: 4.7%); yields
on CBILS loans in the prior year were fixed at 4.75%. Yields in the US averaged 4.6% with varying but higher yields
experienced in the prior year as PPP loans had higher yields on small loan amounts.

  • Servicing fees, representing income for servicing Loans under Management, were £47.9m (2021: £47.0m). Whilst Loans
    under Management have fallen in 2022, it peaked at the end of the CBILS lending in June 2021 and, with yields on
    CBILS, RLS and UK commercial loans at c.1.25% (higher than the c.1.0% of older loan cohorts), servicing fees
    remained similar to 2021 levels. There is no servicing fee earned on PPP loans.
  • Interest income represents interest earned on loans held at amortised cost. This predominantly relates to
    FlexiPay, where we charged a flat 3% fee in 2022 which is spread over three months, in line with borrower
    repayments.
  • Other fees arose principally from collection fees we recovered on defaulted loans and from fee premiums we
    received from certain institutional investors in the year in respect of buying back certain defaulted loans under
    a historical loan purchase commitment.

 

Net investment income represents the investment income, less investment expense, on loans within Funding Circle’s
investment vehicles and was £17.3m (2021: £41.4m). This decline followed the sale of US and UK warehouses in June 2021
and November 2021 respectively, together with the effect of continued amortisation on the remaining consolidated
loans.

 

The Group took the opportunity to simplify the balance sheet and wound up the UK securitisation (SBOLT-19) in June
2022, subsequently selling the majority of the remaining loans in October 2022. Additionally, we wound up one of the
US securitisations (SBIZ-19A) in October 2022 and anticipate doing the same for the remaining US securitisation
vehicle (SBIZ-20A) during 2023.

 

Net income, defined as total income after fair value adjustments, was £153.5m (2021: £235.5m). This reflects the
reduction in operating income from the higher levels in 2021 when CBILS was operating together with a reduction in net
investment income.

 

The fair value gain in 2021 reflected a strong performance from the consolidated SME loans with an improved economic
outlook, lower defaults and higher recoveries than expected. The consolidated SME loans have continued to perform
well, and ahead of our expectations in 2022, however, due to the amortising nature of the remaining loan book, loan
sales that have occurred and higher discount rates (affected by higher base rates) utilised in valuations, the total
fair value gains are much lower than 2021.

 

Operating expenses

At an overall level, operating expenses were in line with 2021, with increased people costs (driven by increased
headcount and inflation) being largely offset by reduced marketing spend (driven particularly by the effect of reduced
originations on broker commission levels).

People costs (including contractors), which represent the Group’s largest ongoing operating cost, increased during the
year by 15% to £98.4m (2021: £85.9m), before the capitalisation of development spend. This was driven by an overall
headcount rise of 10%, largely due to increased investment in the technology and FlexiPay teams, and wage inflation.

 

The share-based payment charge for the year, included in people costs, was £4.7m (2021: £8.9m) with the reduction
driven predominantly by lapses of share awards from leavers.

 

                                                                         
                                                       31 December
                                           31 December                   
                                                              2021
                                                  2022             Change
                                                                £m
                                                    £m                  %
People costs                                      98.4        85.9     15
Less capitalised development spend (“CDS”)      (12.5)       (8.2)     52
People costs net of CDS                           85.9        77.7     11
Average headcount (incl. contractors)            1,035         929     11
Year-end headcount (incl. contractors)           1,075         979     10

 

Marketing costs reduced in the year to £38.4m (2021: £46.9m) driven by lower broker commissions from reduced
origination volumes, together with strong cost control from spend optimisation. Marketing spend overall was 29% of
operating income (2021: 28%) with the Group investing more in above the line marketing channels (direct mail and
online) which were required less when the government schemes were operating.

 

Depreciation, amortisation and impairment costs of £17.0m (2021: £17.8m) largely represent the amortisation of
the cost of the Group’s capitalised technology development and the depreciation and impairment of right-of-use assets
related to the Group’s office leases. The Group incurred a write down of £1.8m (2021: £3.9m) on its San Francisco
office and associated assets.

 

 

Balance sheet and investments

The Group’s net equity was £284m at 31 December 2022 (31 December 2021: £288m). This reduction reflects the Group’s
operating losses and the purchase of own shares by the Employee Benefit Trust (“EBT”) offset by foreign exchange gains
on its US business and the recognition of deferred tax assets.

The majority of the Group’s balance sheet is represented by cash and equity invested as shown below. The equity
invested is in certain SME loans, either directly or through investment vehicles, and in the FlexiPay lines of credit.

 

                                                                                                           31       31
                     Operating business                     Investment business                      December December
                                                                                                         2022     2021
                       Trading          Securitisation Securitisation      US CBILS/RLS/ Private                      
                     business1 FlexiPay           SPVs    loan buyout funding Commercial       funds
                                                                       loans2                           Total    Total
                            £m       £m             £m             £m      £m         £m          £m       £m       £m
SME loans                 24.8     16.0           27.3           18.5    19.8       32.2         2.7    141.3    273.8
Cash and cash            174.9        -            2.8              -       -          -           -    177.7    224.0
equivalents
Other                        -        -            0.9              -       -          -           -      0.9    (0.5)
assets/(liabilities)
Borrowings/bonds        (22.6)        -         (23.7)              -       -          -           -   (46.3)  (213.5)
Cash and net             177.1     16.0            7.3           18.5    19.8       32.2         2.7    273.6    283.8
investments
Other assets              64.1        -              -              -       -          -           -     64.1     67.9
Other liabilities       (53.7)        -              -              -       -          -           -   (53.7)   (63.7)
Equity                   187.5     16.0            7.3           18.5    19.8       32.2         2.7    284.0    288.0

 

1 Trading business includes £22.4m of PPP loans together with the associated Federal Reserve borrowings which we
expect will both reduce as the remaining PPP loans are forgiven.

2 US funding loans includes £19.8m of loans funded temporarily whist it was onboarding a new investor. The majority of
these were sold in February 2023.

 

The table below provides a further breakdown of Funding Circle’s net equity invested in products and vehicles:

                                   31 December
                                               31 December 2021
Investment in product/vehicles            2022
                                                             £m
                                            £m
 1. Securitisation SPVs 1                    7               21
 2. CBILS/RLS/Commercial 1                  32               39
 3. Securitisation loan buyout              19                -
 4. Private funds                            3                8
 5. US funding loans                        20                -
Net investment equity                       81               68
 6. FlexiPay                                16                2
Total net equity                            97               70

 

1 These vehicles are bankruptcy remote

 

 1. Securitisation SPVs – This relates to the investment in securitisation vehicles. During 2022, the Group called
    options to wind down UK (SBOLT-19A) and US (SBIZ-19A) securitisations and bought out the remaining bondholders.
    The Group retains legacy securitisation loans of £19m, and these are presented in “3. Securitisation loans buyout”
    above.

 

 2. CBILS/RLS/Commercial – As part of our participation in the CBILS and RLS UK government loan schemes, we were
    required to co-invest c.1% alongside institutional investors. As the underlying CBILS and RLS SME loans are 70-80%
    guaranteed our exposure is limited. However, where some of the investment is via warehouses, the increase in base
    rates have increased borrowing costs in combination with a revision to default stress expectations growing
    gradually and being longer lasting have impacted projected returns through these structures in the period and
    resulted in a fair value loss.

 

 3. Securitisation loan buyout – This relates to loans held following the closure of certain consolidated
    securitisation SPVs of £19m.

 

 4. Private funds – There are a small amount of other loans, comprising seed investments in private funds held as
    associates.

 

 5.  US funding loans – £20 million of loans in the US where we directly funded the loans for a brief period whilst
    finalising a funding deal.  The majority of these loans were sold in February 2023.

 

 6.  FlexiPay – This relates to FlexiPay drawn lines of credit.

 

Cash flow

At 31 December 2022, the Group held cash and cash equivalents of £177.7m (31 December 2021: £224.0m). Of this balance
£165.6m (31 December 2021: £199.4m) is unrestricted in its use.

 

Total cash has reduced by £46.3m. £27.0m of this decrease was driven by increased equity investment. The remainder of
the reduction was due largely to the funding of our US and FlexiPay operations and the purchase of own shares by the
EBT, offset by foreign exchange gains on cash held in the US business.

 

Free cash flow, which is an alternative performance measure, represents the net cash flows from operating activities
less the cost of purchasing intangible assets, property, plant and equipment, lease payments and interest received. It
excludes the investment vehicle financing and funding cash flows together with FlexiPay lines of credit. The Directors
view this as a key liquidity measure and it is the net amount of cash used or generated to operate and develop the
Group’s platform each year.

 

Free cash flow reduced in 2022 due to lower AEBITDA and large working capital movements associated with CBILS where
£27m of fees were received early in 2021 relating to 2020 originations.

 

The table below shows how the Group’s cash has been utilised:

                                                         2022   2021
                                                           £m     £m
Adjusted EBITDA                                           6.8   91.8
Fair value adjustments                                  (4.8) (28.6)
Purchase of tangible and intangible assets             (13.9)  (9.4)
Payment of lease liabilities                            (6.1)  (7.9)
Working capital/other                                     3.6   36.9
Free cash flow                                         (14.4)   82.8
Net distributions from associates                         5.4    3.9
Net movement in trusts and co-investments                 3.6 (18.8)
Net originations of lines of credit                    (16.0)  (1.6)
Net movement in other SME loans                        (22.4)  (0.4)
Net movement in warehouses and securitisation vehicles      -   53.4
Purchase of own shares                                  (8.7)      -
Other                                                     2.4    0.5
Effect of foreign exchange                                3.8    0.9
Movement in the year                                   (46.3)  120.7
Cash and cash equivalents at the beginning of the year  224.0  103.3
Cash and cash equivalents at the end of the year        177.7  224.0

 

 

Statement of Director’s responsibilities

The Funding Circle Report and Accounts for year end 31 December 2022 contains a responsibility statement in the
following form:

 

The Directors consider that the Annual Report and accounts, taken as a whole, is fair, balanced and understandable and
provides the information  necessary for shareholders  to assess the  Group’s and Company’s  position and  performance,
business model and strategy.

Each of the Directors, whose names and functions are listed  in the Report of the Directors confirm that, to the  best
of their knowledge:

  • the Group and Company financial statements, which  have been prepared in accordance with UK-adopted  international
    accounting standards, give a true and fair view of the assets, liabilities and financial position of the Group and
    Company, and of the profit of the Group; and
  • the Strategic report includes a fair review of the development and performance of the business and the position of
    the Group and Company, together with a description of the principal risks and uncertainties that they face.

In the case of each Director in office at the date the Directors’ report is approved:

  • so far as  the Director  is aware,  there is  no relevant audit  information of  which the  Group’s and  Company’s
    auditors are unaware; and
  • they have taken all the steps that they ought to have taken as a Director in order to make themselves aware of any
    relevant audit information and to establish that the Group’s and Company’s auditors are aware of that information.

 

 

By order of the Board

 

 

Lisa Jacobs, Chief Executive Officer

 

Oliver White, Chief Financial Officer

 

 

02 March 2023

 

 

 

Consolidated statement of comprehensive income

for the year ended 31 December 2022

                                                                       31 December 31 December Exceptional 31 December

                                                                              2022        2021      Items1        2021

                                                                                        Before                        
                                                                  Note
                                                                                   exceptional                        

                                                                                         items                        

                                                                                £m          £m          £m          £m
Transaction fees                                                              77.5       115.0           —       115.0
Servicing fees                                                                47.9        47.0           —        47.0
Interest income2                                                               1.9           —           —           —
Other fees                                                                     4.1         3.5           —         3.5
Operating income                                                             131.4       165.5           —       165.5
Investment income                                                             22.0        53.7           —        53.7
Investment expense                                                           (4.7)      (12.3)           —      (12.3)
Total income                                                                 148.7       206.9           —       206.9
Fair value gains/(losses)                                                      4.8        28.6           —        28.6
Net income                                                           2       153.5       235.5           —       235.5
People costs                                                      3, 5      (85.9)      (77.7)           —      (77.7)
Marketing costs                                                      3      (38.4)      (46.9)           —      (46.9)
Depreciation, amortisation and impairment                            3      (17.0)      (13.9)       (3.9)      (17.8)
Credit/(provision) for expected credit losses3               3, 12, 13         1.5       (1.2)           —       (1.2)
Other costs                                                          3      (28.4)      (27.7)           —      (27.7)
Operating expenses                                                   3     (168.2)     (167.4)       (3.9)     (171.3)
Operating (loss)/profit                                                     (14.7)        68.1       (3.9)        64.2
Finance income                                                                 2.3         0.1           —         0.1
Finance costs                                                                (0.9)       (1.1)           —       (1.1)
Share of net profit of associates                                              0.4         0.9           —         0.9
(Loss)/profit before taxation                                               (12.9)        68.0       (3.9)        64.1
Income tax credit/(charge)                                           6         6.0       (2.9)           —       (2.9)
(Loss)/profit for the year                                                   (6.9)        65.1       (3.9)        61.2
Other comprehensive income                                                                                            
Items that may be reclassified subsequently to profit and                                                             
loss:
Exchange differences on translation of foreign operations                      5.8         1.4           —         1.4
Total comprehensive (loss)/profit for the year                               (1.1)        66.5       (3.9)        62.6
Total comprehensive (loss)/profit attributable to:                                                                    
Owners of the Parent                                                         (1.1)        66.5       (3.9)        62.6
(Loss)/earnings per share                                                                                             
Basic (loss)/earnings per share                                      7      (2.0)p       18.5p                   17.4p
Diluted (loss)/earnings per share                                    7      (1.8)p       17.1p                   16.0p

 

1.  Exceptional items are detailed within note 4.

2.  Interest income recognised on assets held at amortised cost under the effective interest rate method.

3.  The comparative year ended 31 December 2021 has been re-presented to present “credit/(provision) for expected
credit losses” which was previously included within “other costs”.

 

 

All amounts relate to continuing activities.

 

 

Consolidated balance sheet

as at 31 December 2022

 

                                                 31 December 31 December

                                            Note        2022       20211

                                                          £m          £m
Non-current assets                                                      
Intangible assets                              8        28.2        24.9
Property, plant and equipment                  9        10.0        14.1
Investment in associates                                 2.7         7.6
Investment in trusts and co-investments       13        28.7        39.1
SME loans (other)                             13        24.8        74.2
Deferred tax asset                             6         6.9           —
Trade and other receivables                   10         3.4         4.1
                                                       104.7       164.0
Current assets                                                          
SME loans (warehouse)                         13         2.4         3.2
SME loans (securitised)                       13        45.8       148.1
SME loans (other)                             13        20.9           —
Lines of credit                               13        16.0         1.6
Trade and other receivables                   10        16.5        25.0
Cash and cash equivalents                     14       177.7       224.0
                                                       279.3       401.9
Total assets                                           384.0       565.9
Current liabilities                                                     
Trade and other payables                      11        31.8        36.4
Bonds                                         13        23.7       140.3
Short-term provisions and other liabilities   12         1.0         3.4
Lease liabilities                              9         7.2         6.9
                                                        63.7       187.0
Non-current liabilities                                                 
Long-term provisions and other liabilities    12         1.1         0.7
Bank borrowings                               13        22.6        73.2
Lease liabilities                              9        12.6        17.0
Total liabilities                                      100.0       277.9
Equity                                                                  
Share capital                                            0.4         0.4
Share premium account                                  293.1       293.0
Foreign exchange reserve                                16.9        11.1
Share options reserve                                   22.2        19.1
Accumulated losses                                    (48.6)      (35.6)
Total equity                                           284.0       288.0
Total equity and liabilities                           384.0       565.9

 

1. The comparative year as at 31 December 2021 has been re-presented to present FlexiPay drawn lines of credit within
“lines of credit” which was previously included within “SME loans (other)”.

 

 

Consolidated statement of changes in equity

for the year ended 31 December 2022

 

                                                                      Share  Foreign   Share       (Accumulated
                                                              Share                                              Total
                                                                    premium exchange options  losses)/ retained
                                                       Note capital                                             equity
                                                                    account  reserve reserve           earnings
                                                                 £m                                                 £m
                                                                         £m       £m      £m                 £m
Balance at 1 January 2021                                       0.3   292.6      9.7    13.6             (98.6)  217.6
Profit for the year                                               —       —        —       —               61.2   61.2
Other comprehensive income                                                                                            
Exchange differences on translation of foreign                    —       —      1.4       —                  —    1.4
operations
Total comprehensive income                                        —       —      1.4       —               61.2   62.6
Transactions with owners                                                                                              
Transfer of share option costs                                    —       —        —   (1.8)                1.8      —
Issue of share capital                                          0.1     0.4        —       —                  —    0.5
                                                                                                                      
Employee share schemes – value of employee services
                                                                  —       —        —     7.3                  —    7.3
Balance at 31 December 2021                                     0.4   293.0     11.1    19.1             (35.6)  288.0
Loss for the year                                                 —       —        —       —              (6.9)  (6.9)
Other comprehensive income                                                                                            
Exchange differences on translation of foreign                    —       —      5.8       —                  —    5.8
operations
Total comprehensive income                                        —       —      5.8       —              (6.9)  (1.1)
Transactions with owners                                                                                              
Transfer of share option costs                                    —       —        —   (2.6)                2.6      —
Purchase of own shares held in employee benefit trust             —       —        —       —              (8.7)  (8.7)
Issue of share capital                                            —     0.1        —       —                  —    0.1
                                                                                                                      
Employee share schemes – value of employee services
                                                                  —       —        —     5.7                  —    5.7
Balance at 31 December 2022                                     0.4   293.1     16.9    22.2             (48.6)  284.0

 

 

Consolidated statement of cash flows

for the year ended 31 December 2022

                                                                 31 December 31 December

                                                            Note        2022        2021

                                                                          £m          £m
Net cash (outflow)/inflow from operating activities           14      (10.4)        98.5
Investing activities                                                                    
Purchase of intangible assets                                  8      (12.7)       (8.6)
Purchase of property, plant and equipment                      9       (1.2)       (0.8)
Originations of SME loans (other)1                            13      (24.0)     (209.9)
Cash receipts from SME loans (other)1                         13        59.5       161.7
Cash receipts from SME loans (warehouse phase)                13         2.8        58.6
Proceeds from sale of SME loans (warehouse phase)             13           —       176.1
Cash receipts from SME loans (securitised)                    13        86.8       150.2
Proceeds from sale of SME loans (securitised)                 13        39.5           —
Investment in trusts and co-investments                       13       (6.4)      (22.1)
Cash receipts from investments in trusts and co-investments   13        10.0         3.3
Redemption in associates                                                 5.1         3.9
Dividends from associates                                                0.3           —
Interest received                                                        2.3         0.1
Net cash inflow from investing activities                              162.0       312.5
Financing activities                                                                    
Proceeds from bank borrowings                                 13           —       208.2
Repayment of bank borrowings                                  13      (57.9)     (331.3)
Payment of bond liabilities                                   13     (129.1)     (160.6)
Proceeds from the exercise of share options                              0.1         0.4
Proceeds from subleases                                                  1.2         0.2
Purchase of own shares                                                 (8.7)           —
Payment of lease liabilities                                   9       (7.3)       (8.1)
Net cash outflow from financing activities                           (201.7)     (291.2)
Net (decrease)/ increase in cash and cash equivalents                 (50.1)       119.8
Cash and cash equivalents at the beginning of the year                 224.0       103.3
Effect of foreign exchange rate changes                                  3.8         0.9
Cash and cash equivalents at the end of the year              14       177.7       224.0

 

1. As disclosed in note 1, FlexiPay drawn lines of credit have been re-presented within “Origination of/cash receipts
from lines of credit” within cash flows from operating activities and were previously presented within “Origination
of/ cash receipts from SME loans (other)” in cash flows from investing activities in the year ended 31 December 2021.

 

The impact of exceptional items on the consolidated statement of cash flows is detailed in note 4.

 

Notes forming part of the consolidated financial statements

for the year ended 31 December 2022

1. Basis of preparation

The results for the year ended 31 December 2022 have been extracted from the audited financial statements of Funding
Circle Holdings plc. The Group presents its annual financial statements in conformity with United Kingdom laws and
regulations.

The financial information in this statement does not constitute statutory accounts within the meaning of s434 of the
Companies Act 2006. The statutory accounts for the year ended 31 December 2022, on which the auditors have given an
unqualified audit report, have not yet been filed with the Registrar of Companies.

The preparation of financial statements requires the use of certain accounting estimates. It also requires management
to exercise its judgement in the process of applying the Group’s accounting policies. Changes in assumptions may have
a significant impact on the financial statements in the year the assumptions changed. Management believes that the
underlying assumptions are appropriate. The areas involving a higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial statements, are disclosed in note 16.

Except as described below in note 15, the principal accounting policies applied in the preparation of the consolidated
financial statements are consistent with those of the annual financial statements for the year ended 31 December 2021,
as described in those financial statements.

Re-presentation of comparative information

The Group has continued to scale up lending through lines of credit in its FlexiPay product.

Through FlexiPay, borrowers are provided with a facility which can be drawn to pay invoices and expenses, and are
subsequently repaid over three months. A fee of 3% was charged in 2022 on the drawn amount which is recognised over
the three-month life of the drawdown in interest income under the effective interest rate method. The accounting
policy regarding FlexiPay is outlined in note 15.

As outlined later, the loans are measured at amortised cost. As FlexiPay will continue to become a larger part of the
Group’s business, this has been disclosed as a separate segment within note 2. As a result the Group has presented
FlexiPay under ‘lines of credit’ in the balance sheet and reclassified the comparative which was previously presented
in ‘investment in SME loans (other)’ and cash flows have been re-presented within “Origination of/cash receipts from
lines of credit” within cash flows from operating activities and were previously presented within “Origination of/
cash receipts from SME loans (other)” in cash flows from investing activities in the year ended 31 December 2021.

Additionally, the comparative year ended 31 December 2021 has been re-presented to present “credit/(provision) for
expected credit losses” which was previously presented within “other costs”.

 

Going concern

The Group’s business activities together with the factors likely to affect its future development and position are set
out in the Strategic Report.

The financial statements are prepared on a going concern basis as the Directors are satisfied that the Group has the
resources to continue in business for the foreseeable future (which has been taken as at least 12 months from the date
of approval of the financial statements).

The Group made a total comprehensive loss of £1.1m during the year ended 31 December 2022 (2021: profit of £62.6m). As
at 31 December 2022, the Group had net assets of £284.0m (2021: £288.0m). This includes £177.7m of cash and cash
equivalents (2021: £224.0m) of which £12.1m (2021: £24.6m) is held within the securitisation vehicles or for other
specific purposes and is restricted in use. Additionally, within the net assets, the Group holds £96.5m (2021: £69.7m)
of invested capital, some of which is capable of being monetised if liquidity needs arise.

The Group has prepared detailed cash flow forecasts for the next 15 months and has updated the going concern
assessment to factor in the potential ongoing impact of Covid-19, inflation and related economic stress.

The base case scenario assumes:

• continued growth in origination of the Group’s commercial lending product until June 2024;

• there remains macroeconomic stress in 2023 from inflation, and supply chain pressures with a peak in defaults, which
gradually de-stress in the following years;

• no extensions or new government schemes that the Group participated in;

• the rollout of the new FlexiPay product using the Group’s balance sheet to fund it; and

• costs and headcount grow modestly with the new product and with investment in technology.

Management prepared a severe but plausible downside scenario in which:

• further macroeconomic volatility continues through the period with increased inflation and interest rates reducing
originations and increasing costs;

• investment returns reduce owing to increased funding costs, widening discount rates and deterioration in loan
performance;

• an operational event occurs requiring a cash outlay; and

• a downside loss scenario is applied to Funding Circle’s on-balance sheet investment in SME loans resulting in higher
initial fair value losses and lower cash flows to the investments it owns.

Management has reviewed financial covenants the Group must adhere to in relation to its servicing agreements. These
are with institutional investors for which there are unrestricted cash, tangible net worth and debt to tangible net
worth ratios. Management has also reviewed regulatory capital requirements. In the downside scenario the risk of
covenant or capital requirement breach is considered remote.

The Directors have made enquiries of management and considered budgets and cash flow forecasts for the Group and have,
at the time of approving these financial statements, a reasonable expectation that the Company and the Group have
adequate resources to continue in operational existence for the foreseeable future.

 

2. Segmental information

IFRS 8 Operating Segments requires the Group to determine its operating segments based on information which is used
internally for decision making. Based on the internal reporting information and management structures within the
Group, it has been determined that there are four reportable segments described below. Reporting on this basis is
reviewed by the Global Leadership Team (“GLT”) which is the chief operating decision maker (“CODM”). The GLT is made
up of the Executive Directors and other senior management and is responsible for the strategic decision making of the
Group.

The four reportable segments consist of the segments in Loans and in FlexiPay. The Loans businesses consist of three
geographic segments: the United Kingdom, the United States and Other. The Other segment includes the Group’s
businesses in Germany and the Netherlands. In light of the increasing prominence of new products such as FlexiPay, an
additional segment is reported to the CODM related to FlexiPay and has been disclosed separately for the first time
for the year to 31 December 2022.

The GLT measures the performance of each segment by reference to a non-GAAP measure, adjusted EBITDA, which is defined
as profit/loss before finance income and costs, taxation, depreciation and amortisation (“EBITDA”), and additionally
excludes share-based payment charges and associated social security costs, foreign exchange and exceptional items (see
note 4). Together with operating profit/loss, adjusted EBITDA is a key measure of Group performance as it allows
better comparability of the underlying performance of the business. The segment reporting, including Adjusted EBITDA,
excludes the impact of the Group’s transfer pricing arrangements as this is not information presented to, or used by,
the CODM in decision making or the allocation of resources.

Net income

                                                                     
                                        31 December 2022                          31 December 2021
                                                                     
                                  Loans         FlexiPay Total           Loans               FlexiPay Total
                                                        
                            United United                          United United                     
                                          Other   United                         Other                     
                           Kingdom States                         Kingdom States       United Kingdom
                                             £m  Kingdom    £m                      £m                   £m
                                £m     £m                              £m     £m                   £m
                                                      £m
Total income                 117.0   28.6   1.6      1.5 148.7      159.4   44.8   2.7              — 206.9
                                                                                                     
Fair value gains/(losses)    (2.4)    7.2     —        —   4.8       10.5   18.1     —                 28.6
                                                                                                    —
Net income                   114.6   35.8   1.6      1.5 153.5      169.9   62.9   2.7              — 235.5

 

Segment (loss)/profit

                                                                                
                                                31 December 2022                             31 December 2021
                                                                                
                                      Loans               FlexiPay  Total                  Loans       FlexiPay  Total
                                United United                                United United                     
                                              Other                                        Other                      
                               Kingdom States       United Kingdom          Kingdom States       United Kingdom
                                                 £m                    £m                     £m                    £m
                                    £m     £m                   £m               £m     £m                   £m
Adjusted EBITDA                   11.7  (3.7)   2.8          (4.0)    6.8      61.9   28.4   1.5              —   91.8
Depreciation and amortisation   (11.7)  (5.2) (0.1)              — (17.0)     (9.7)  (4.1) (0.1)              — (13.9)
                                                                                                               
Share-based payments and
social security costs            (3.9)  (0.8)     —              —  (4.7)     (7.6)  (1.3)     —                 (8.9)

                                                                                                              —
Foreign exchange                   0.2      —     —              —    0.2     (0.3)  (0.6)     —              —  (0.9)
gains/(losses)
                                                                                                               
Exceptional items (note 4)           —      —     —              —      —         —  (3.9)     —                 (3.9)
                                                                                                              —
                                                                                                               
Operating (loss)/profit          (3.7)  (9.7)   2.7          (4.0) (14.7)      44.3   18.5   1.4                  64.2
                                                                                                              —

 

 

 

3. Operating expenses

                                                31 December 2022         31 December 2021
                                                                        Before
                                                                               Exceptional
                                                           Total   exceptional             Total
                                                                                    items 
                                                              £m         items                £m
                                                                                        £m
                                                                            £m
Depreciation                                                 5.1           5.9           —   5.9
Amortisation                                                10.1           8.0           —   8.0
Rental income and other recharges                          (1.0)         (0.9)           — (0.9)
Operating lease rentals:                                                                        
– Land and buildings                                         0.3           0.1           —   0.1
Employment costs (including contractors)                    85.9          77.7           —  77.7
Marketing costs                                             38.4          46.9           —  46.9
(excluding employment costs)
Data and technology                                          9.7           9.0           —   9.0
Expected credit loss impairment (credit)/charge            (1.5)           1.2           —   1.2
Impairment of intangible and                                 1.8             —         3.9   3.9
tangible assets
Other expenses                                              19.4          19.5           —  19.5
Total operating expenses                                   168.2         167.4         3.9 171.3

 

 

4. Exceptional items

                                            31 December 31 December

                                                   2022        2021

                                                     £m          £m
Impairment of non-financial assets (note 9)           —         3.9
Total                                                 —         3.9

 

Exceptional items are the items of income or expense that the Group considers are material, one-off in nature and of
such significance that they merit separate presentation in order to aid the reader’s understanding of the Group’s
financial performance.

During the year to 31 December 2021 certain floors of the San Francisco office were sublet to third parties for the
remainder of the term of the head lease for an amount lower than the head lease rental. As a result the sublease was
determined to be a finance lease which resulted in the right-of-use asset being derecognised and a net investment in
sublease recognised on the balance sheet. The difference between the carrying value of the right-of-use asset and the
net investment in the sublease was £3.3m and has been recorded in the statement of comprehensive income as an
impairment under exceptional items. Additionally it was determined that the fixed assets associated with the office
were impaired in full as they were no longer used by the Group resulting in impairment of £0.6m. There was no cash
movement in relation to the impairment.

In 2020, the Group restructured the German and Dutch (Other) businesses to focus on referring loans it originates to
local lenders. This restructuring resulted in one-off costs comprising redundancy costs and a related share-based
payment credit and impairment on right-of-use assets. Cash payments associated with these items totalled £0.8m in the
previous year ended 31 December 2021. See note 12 for movement in associated provisions and note 14 for cash flow.

5. Employees

The average monthly number of employees (including Directors) during the year was:

           2022   2021
 
         Number Number
UK          686    632
FlexiPay     20      2
US          177    155
Other        10     15
            893    804

 

In addition to the employees above, the average monthly number of contractors during the year was 142 (2021: 125).

Employment costs (including Directors’ emoluments) during the year were:

                                                                               
                                                                 
                                                                               
                                                      31 December
                                                                    31 December
                                                             2022
                                                                           2021
                                                               £m
                                                                             £m
Wages and salaries                                           72.2          61.4
Social security costs                                         7.6           6.2
Pension costs                                                 1.9           1.8
Share-based payments                                          4.7           8.9
                                                             86.4          78.3
Contractor costs                                             12.0           7.6
Less: capitalised development costs                        (12.5)         (8.2)
Employment costs net of capitalised development costs        85.9          77.7

 

 

6. Income tax (credit)/charge

The Group is subject to all taxes applicable to a commercial company in its countries of operation. The UK
(losses)/profits of the Company are subject to UK income tax at the standard corporation tax rate of 19% (2021: 19%).

                                              31 December 31 December

                                                     2022        2021

                                                       £m          £m
Current tax                                                          
UK                                                                   
Current tax on (losses)/profits for the year          0.3         2.7
Adjustment in respect of prior years                (0.3)       (0.1)
                                                        —         2.6
US and Other                                                         
Current tax on (losses)/profits for the year          0.4           —
Adjustment in respect of prior years                  0.5         0.3
                                                      0.9         0.3
Total current tax charge                              0.9         2.9
Deferred tax                                                         
UK                                                                   
Deferred tax on (losses)/profits for the year           —           —
Adjustment in respect of prior years                    —           —
                                                        —           —
US and Other                                                         
Deferred tax on (losses)/profits for the year       (6.9)           —
Adjustments in respect of prior years                   —           —
                                                    (6.9)           —
Total deferred tax (credit)                         (6.9)           —
Total tax (credit)/charge                           (6.0)         2.9

 

The above current tax charge represents the expected tax on the Research and Development Expenditure Credit (“RDEC”)
receivable for 2022 and US state taxes. In the prior year, the tax charge represents the tax liability on the Group’s
taxable profit and the amount of tax deducted from the RDEC receivable for 2021. The deferred tax credit represents
recognition of a deferred tax asset in respect of US losses previously unrecognised.

The Group (credit)/charge for the year  can be reconciled to the (loss)/profit  before tax shown per the  consolidated
statement of comprehensive income as follows.

Factors affecting the tax (credit)/charge for the year

                                                  31 December 31 December

                                                         2022        2021

                                                           £m          £m
(Loss)/profit before taxation                          (12.9)        64.1
Taxation on (loss)/profit at 19% (2021: 19%)            (2.4)        12.2
Effects of:                                                              
Research and development                                  0.3       (0.6)
Effect of foreign tax rates                               0.3         2.6
Non-taxable/non-deductible expenses                       1.0         1.8
Movement in deferred tax not recognised                   5.3       (8.4)
Utilisation of tax losses previously unrecognised       (4.0)       (5.9)
Adjustment in respect of prior years                      0.2         0.1
Deferred tax assets recognised                          (6.9)           —
Impairment charge and other exceptional items             0.2         1.1
Total tax (credit)/charge                               (6.0)         2.9

 

The Group is taxed at different rates depending on the country in which the profits arise. The key applicable tax
rates include the UK 19%, the US 21%, Germany 30% and the Netherlands 25%. The effective tax rate for the year was
(45.85%) (2021: 4.5%).

The statutory UK corporation tax rate is currently 19% (effective 1 April 2020). The UK government announced on 3
March 2021 and confirmed in November 2022 that the rate of corporation tax will be increased to 25% from 1 April 2023.

The Group has recognised a deferred tax liability of £2.8 million (2021: £3.2 million) relating to the property, plant
and equipment in the UK. The deferred tax liability is predominantly due to the accelerated capital allowances of £2.8
million (2021: £2.6 million) and in relation to securitisation and warehouse vehicles of the UK which are domiciled in
Ireland of £nil (2021: £0.6 million).

A deferred tax asset relating to unrelieved tax losses of £2.8 million (2021: £3.3 million) has been recognised in the
UK to the extent of the above mentioned deferred tax liability pursuant to IAS 12 para 74. Deferred tax has been
determined using the applicable effective future tax rate that will apply in the expected period of utilisation of the
recognised deferred tax assets or liabilities.

The Group has recognised a deferred tax asset of £6.9 million in respect of £32.9 million of the US federal losses.

The Group has utilised tax losses in the US for the first time in 2021 and the Group’s transfer pricing arrangements
between the UK and US entitle the US to earn an agreed profit margin. It is probable that the US will be in a
profitable position going forwards such that it could use some of its historical federal losses to offset profits.

In determining the amount of losses to recognise as deferred tax assets the Group has used the forecasts applied in
the Parent Company impairment testing with regards to the investment in the US business, which will be disclosed in
the annual report and accounts for the year ended 31 December 2022. It has then applied probability weightings to
those five-year forecasts the further out it projects to reflect greater levels of uncertainty with limited
recognition beyond this point.

The estimated amount of deferred tax recognised is not materially sensitive to reasonably possible changes in these
assumptions.

 

7. (Loss)/earnings per share

Basic (loss)/earnings per share amounts are calculated by dividing the (loss)/profit for the year attributable to
ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the year.

For diluted (loss)/earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume
conversion of all dilutive potential ordinary shares. The dilutive potential ordinary shares include those share
options granted to employees under the Group’s share-based compensation schemes which do not have an exercise price or
where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

The following table reflects the (loss)/profit and share data used in the basic and diluted (loss)/earnings per share
computations:

                                                                    31 December 31 December
 
                                                                           2022        2021
(Loss)/profit for the year (£m)                                           (6.9)        61.2
Basic weighted average number of ordinary shares in issue (million)       348.6       351.5
Basic (loss)/earnings per share                                          (2.0)p       17.4p
(Loss)/profit for the year before exceptional items (£m)                  (6.9)        65.1
Basic weighted average number of ordinary shares in issue (million)       348.6       351.5
Basic (loss)/earnings per share before exceptional items                 (2.0)p       18.5p

 

(Loss)/profit for the year (£m)                                        (6.9)  61.2
Diluted weighted average number of ordinary shares in issue (million)  379.5 381.7
Diluted (loss)/earnings per share                                     (1.8)p 16.0p
(Loss)/profit for the year before exceptional items (£m)               (6.9)  65.1
Diluted weighted average number of ordinary shares in issue (million)  379.5 381.7
Diluted (loss)/earnings per share before exceptional items            (1.8)p 17.1p

 

Weighted average number of ordinary shares in issue (million)         348.6 351.5
Effect of dilutive share options (million)                             30.9  30.2
Diluted weighted average number of ordinary shares in issue (million) 379.5 381.7

 

 

8. Intangible assets

                         Capitalised
                                     Computer       Other
                         development                      Total
                                     software intangibles
                               costs                         £m
                                           £m          £m
                                  £m
Cost                                                           
At 1 January 2021               45.5      0.8         1.1  47.4
Exchange differences           (0.2)      0.1         0.1     —
Additions                        8.5      0.1           —   8.6
Disposals                      (4.8)    (0.1)           — (4.9)
At 31 December 2021             49.0      0.9         1.2  51.1
At 1 January 2022               49.0      0.9         1.2  51.1
Exchange differences             1.9        —           —   1.9
Additions                       12.7        —           —  12.7
Disposals                      (8.8)    (0.1)           — (8.9)
At 31 December 2022             54.8      0.8         1.2  56.8
Accumulated amortisation                                       
At 1 January 2021               21.3      0.7         1.0  23.0
Exchange differences           (0.1)        —         0.2   0.1
Charge for the year              8.0        —           —   8.0
Disposals                      (4.8)    (0.1)           — (4.9)
At 31 December 2021             24.4      0.6         1.2  26.2
At 1 January 2022               24.4      0.6         1.2  26.2
Exchange differences             1.2        —           —   1.2
Charge for the year             10.0      0.1           —  10.1
Disposals                      (8.8)    (0.1)           — (8.9)
At 31 December 2022             26.8      0.6         1.2  28.6
Carrying amount                                            
At 31 December 2022             28.0      0.2           —  28.2
At 31 December 2021             24.6      0.3           —  24.9

 

 

9. Property, plant and equipment, right-of-use assets and lease liabilities

The Group has right-of-use assets which comprise property leases held by the Group. Information about leases for which
the Group is a lessee is presented below.

Analysis of property, plant and equipment between owned and leased assets

                                      31 December 31 December

                                             2022        2021

                                               £m          £m
Property, plant and equipment (owned)         2.7         2.7
Right-of-use assets                           7.3        11.4
                                             10.0        14.1

 

Reconciliation of amount recognised in the balance sheet

                                                                         Right-of-use
                                        Leasehold  Computer    Furniture
                                                                               assets  Total
                                     improvements equipment and fixtures
                                                                           (property)     £m
                                               £m        £m           £m
                                                                                   £m
Cost                                                                                        
At 1 January 2021                             6.1       3.6          2.8         46.8   59.3
Disposals                                   (1.4)     (1.8)        (1.0)            —  (4.2)
Additions                                       —       0.7          0.1            —    0.8
Exchange differences                            —       0.2            —        (0.4)  (0.2)
Derecognition of right-of-use assets            —         —            —       (15.4) (15.4)
At 31 December 2021                           4.7       2.7          1.9         31.0   40.3
At 1 January 2022                             4.7       2.7          1.9         31.0   40.3
Disposals                                       —     (0.8)            —            —  (0.8)
Additions1                                    0.5       1.0          0.1          0.7    2.3
Exchange differences                            —       0.1          0.1          1.0    1.2
Derecognition of right-of-use assets            —         —            —            —      —
At 31 December 2022                           5.2       3.0          2.1         32.7   43.0
Accumulated depreciation                                                                    
At 1 January 2021                             3.7       3.2          1.7         22.0   30.6
Disposals                                   (1.4)     (1.8)        (1.0)            —  (4.2)
Charge for the year                           0.8       0.6          0.3          4.2    5.9
Impairment (exceptional)                      0.2         —          0.4          3.3    3.9
Exchange differences                        (0.1)     (0.1)          0.1            —  (0.1)
Derecognition of right-of-use assets            —         —            —        (9.9)  (9.9)
At 31 December 2021                           3.2       1.9          1.5         19.6   26.2
At 1 January 2022                             3.2       1.9          1.5         19.6   26.2
Disposals                                       —     (0.8)            —            —  (0.8)
Charge for the year                           0.7       0.7          0.2          3.5    5.1
Impairment                                      —         —            —          1.8    1.8
Exchange differences                            —       0.1          0.1          0.5    0.7
Derecognition of right-of-use assets            —         —            —            —      —
At 31 December 2022                           3.9       1.9          1.8         25.4   33.0
Carrying amount                                                                        
At 31 December 2022                           1.3       1.1          0.3          7.3   10.0
At 31 December 2021                           1.5       0.8          0.4         11.4   14.1

 

1. Leasehold improvement additions in the year are non-cash in nature.

Certain right-of-use assets related to the US San Francisco office have been sublet under an operating sublease.  Due
to a reduction in market values since inception of the sublet, the estimated cash flows expected on expiry of the
existing sublet and negotiation of further sublet are lower and as a result an impairment of £1.8m was recognised in
the year ended 31 December 2022. The impairment was not treated as an exceptional item.

During the previous year ended 31 December 2021, certain other right-of-use assets related to the US San Francisco
office were sublet in a finance sublease. As a result the right-of-use asset was derecognised and a net investment in
sublease was recognised within other receivables. During the previous year the right-of-use asset related to the
Netherlands business was exited along with the corresponding head lease liability. The carrying values of the
right-of-use asset and lease liability at the point of derecognition were £0.4m. See note 4 for related exceptional
items.

 

Lease liabilities

Amounts recognised on the balance sheet were as follows:

            31 December 31 December

                   2022        2021

                     £m          £m
Current             7.2         6.9
Non-current        12.6        17.0
Total              19.8        23.9

 

Amounts recognised in the statement of comprehensive income were as follows:

                                                                     31 December 31 December

                                                                            2022        2021

                                                                              £m          £m
Depreciation charge of right-of-use assets (property)                        3.5         4.2
Interest expense (included in finance costs)                                 0.9         1.1
Expense relating to short-term leases and leases of low-value assets         0.4         0.1

 

The total cash outflow for leases (excluding short-term and low-value leases) in 2022 was £7.3m (2021: £8.1m).

As at 31 December 2022 the potential future undiscounted cash outflows that have not been included in the lease
liability, due to lack of reasonable certainty the lease extension options might be exercised, amounted to £nil (2021:
£nil).

 

10. Trade and other receivables

                                        31 December 31 December

                                               2022        2021

                                                 £m          £m
Other receivables                               3.4         4.1
Non-current trade and other receivables         3.4         4.1
Trade receivables                               0.4         1.8
Other receivables¹                              5.3        10.0
Prepayments                                     3.7         4.8
Accrued income                                  4.8         6.2
Rent and other deposits                         2.3         2.2
Current trade and other receivables            16.5        25.0
                                               19.9        29.1

 

1. Includes £nil (2021: £3.6m) in relation to cash and liquidity reserves held in the UK securitisation vehicle.

 

The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivables described
earlier.

No trade receivables were overdue or impaired.

Included in rent and other deposits are £1.3m of rental deposits (2021: £1.6m) in respect of the Group’s property
leases which expire over the next five years.

The Directors consider that the carrying amount of trade and other receivables approximates to their fair value.

 

11. Trade and other payables

                                      31 December 31 December

                                             2022        2021

                                               £m          £m
Trade payables                                2.5         3.7
Other taxes and social security costs         5.0         4.9
Other creditors                               9.7        11.4
Accruals and deferred income                 14.6        16.4
                                             31.8        36.4

 

The Directors consider that the carrying amount of trade and other payables approximates to their fair value.

12. Provisions and other liabilities

                               Dilapidation Loan repurchase Restructuring 1 Other1   Total
 
                                         £m              £m              £m       £m    £m
At 1 January 2021                       0.9             5.2             1.1      2.7   9.9
Exchange differences                      —           (0.3)           (0.1)      0.2 (0.2)
Additional provision/liability            —               —               —      1.1   1.1
Amount utilised                           —           (2.6)           (0.8)    (0.2) (3.6)
Amount reversed                       (0.3)           (0.1)               —    (2.7) (3.1)
At 31 December 2021                     0.6             2.2             0.2      1.1   4.1
Exchange differences                      —             0.1               —      0.1   0.2
Additional provision/liability          0.5               —               —      0.5   1.0
Amount utilised                           —           (0.9)           (0.2)    (0.2) (1.3)
Amount reversed                           —           (0.9)               —    (1.0) (1.9)
At 31 December 2022                     1.1             0.5               —      0.5   2.1

 

1. Restructuring provision is in relation to reorganisation of the US, German and Dutch businesses; see note 4. Other
provisions includes provisions for operational buybacks. £0.3m (2021: £nil) of expected credit loss impairment
allowance related to undrawn FlexiPay lines of credit is also included within other.

 

                                             31 December 31 December

                                                    2022        2021

                                                      £m          £m
Current provisions and other liabilities             1.0         3.4
Non-current provisions and other liabilities         1.1         0.7
                                                     2.1         4.1

 

The dilapidation provision represents an estimated cost for dismantling the customisation of offices and restoring the
leasehold premises to its original state at the end of the tenancy period. The provision is expected to be utilised by
2025.

Loan repurchase liability

In certain historical circumstances, in Germany and the Netherlands, Funding Circle entered into arrangements with
institutional investors to assume the credit risk on the loan investments made by the institutional investors. Under
the terms of the agreements, the Group is required either to make payments when the underlying borrower fails to meet
its obligation under the loan contract or buy the defaulted loan from the investors at its carrying value. In return
for these commitments, the Group is entitled to the excess returns or additional income which is recorded as other
fees.

Under IFRS 9, the Group is required to provide for these loan repurchases under the expected credit loss (“ECL”)
model.

The liability related to each loan arranged is based on the ECLs associated with the probability of default of that
loan in the next 12 months unless there has been a significant increase in credit risk of that loan since origination.
The Group assumes there has been a significant increase in credit risk if outstanding amounts on the loan investment
exceed 30 days, in line with the rebuttable presumption per IFRS 9.

The Group defines a default, classified within non-performing, as a loan investment with any outstanding amounts
exceeding a 90-day due date, which reflects the point at which the loan is considered to be credit impaired.

If the loan is bought back by the Group, at the point of buyback, the financial asset associated with the purchase
meets the definition of purchased or originated credit impaired (“POCI”), this element of the reserve is therefore
based on lifetime ECLs. After being bought back, POCI loans and associated impairment provisions are recognised within
investment in SME loans (other) on the balance sheet.

The Group bands each loan investment using an internal risk rating and assesses credit losses on a collective basis.

                                                   Performing: Underperforming: Non-performing:

                                                      12-month         lifetime        lifetime Total
 
                                                           ECL              ECL             ECL    £m

                                                            £m               £m              £m
At 1 January 2021                                          2.2              1.5             1.5   5.2
Exchange differences                                     (0.1)            (0.1)           (0.1) (0.3)
Liability against loans transferred between stages       (0.2)            (0.5)             1.7   1.0
Amounts utilised                                             —                —           (2.6) (2.6)
Loans repaid                                             (0.9)            (0.4)           (0.6) (1.9)
Change in probability of default                           0.4            (0.1)             0.5   0.8
At 31 December 2021                                        1.4              0.4             0.4   2.2
Exchange differences                                         —              0.1               —   0.1
Liability against loans transferred between stages       (0.1)            (0.2)             0.7   0.4
Amounts utilised                                             —                —           (0.9) (0.9)
Loans repaid                                             (0.9)            (0.1)           (0.2) (1.2)
Change in probability of default                         (0.2)            (0.1)             0.2 (0.1)
At 31 December 2022                                        0.2              0.1             0.2   0.5

 

 

                                                                           Gross assets

                                                           Basis for        of external       Loan
                                     Expected credit
                                                      recognition of    parties subject repurchase
At 31 December 2021                    loss coverage
                                                     loan repurchase to loan repurchase  liability
                                                   %
                                                           liability          liability         £m

                                                                                     £m
Performing (due in 30 days or less)             15.3    12-month ECL                8.8        1.4
Underperforming (31–90 days overdue)            63.6    Lifetime ECL                0.6        0.4
Non-performing (90+ days overdue)               76.5    Lifetime ECL                0.6        0.4
                                                               Total               10.0        2.2

 

                                                                           Gross assets

                                                           Basis for        of external       Loan
                                     Expected credit
                                                      recognition of    parties subject repurchase
At 31 December 2022                    loss coverage
                                                     loan repurchase to loan repurchase  liability
                                                   %
                                                           liability          liability         £m

                                                                                     £m
Performing (due in 30 days or less)              9.6    12-month ECL                2.4        0.2
Underperforming (31–90 days overdue)            32.6    Lifetime ECL                0.2        0.1
Non-performing (90+ days overdue)               92.9    Lifetime ECL                0.2        0.2
                                                               Total                2.8        0.5

 

The percentages applied above are based on the Group’s past experience of delinquencies and loss trends, as well as
forward-looking information in the form of macroeconomic scenarios governed by an impairment committee, which
considers macroeconomic forecasts such as changes in interest rates, GDP and inflation which are incorporated into
scenarios and probability weighted.

Estimation is required in assessing individual loans and when applying statistical models for collective assessments,
using historical trends from past performance as well as forward-looking information including macroeconomic forecasts
in each market together with the impact on loan defaults.

The maximum exposure the Group might have to pay at the balance sheet date if 100% of eligible loans were required to
be bought back would be £2.8m (2021: £10.0m). This would be dependent on the timing of any eligible loans defaulting.
Repayments of eligible loans are no longer reinvested and therefore the final loan is due to expire in December 2024,
along with the associated financial guarantees. At 31 December 2022, there is only one portfolio of loans.

 

13. Financial risk management

The Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management
framework.

The 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 ensure any limits are adhered to. The Group’s activities are
reviewed regularly and potential risks are considered.

Risk factors

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

• credit risk;

• liquidity risk; and

• market risk (including foreign exchange risk, interest rate risk and other price risk).

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

• SME loans;

• lines of credit;

 • investments in trusts and co-investments;

• trade and other receivables;

• cash and cash equivalents;

• trade and other payables;

• bank borrowings;

• bonds;

• lease liabilities; and

• loan repurchase liabilities.

Categorisation of financial assets and financial liabilities

The tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument
as at 31 December 2022:

                                                   Fair                
                                                        Amortised
                                          value through                 Total
Assets                                                       cost
                                        profit and loss           Other    £m
                                                               £m
                                                     £m              £m
SME loans (other)                                  20.9      24.8     —  45.7
SME loans (warehouse)                               2.4         —     —   2.4
SME loans (securitised)                            45.8         —     —  45.8
Lines of credit                                       —      16.0     —  16.0
Investment in trusts and co-investments            28.7         —     —  28.7
Trade and other receivables                           —      16.2     —  16.2
Cash and cash equivalents                         121.6      56.1     — 177.7
                                                  219.4     113.1     — 332.5

 

                                     Fair                
                                          Amortised
                            value through                  Total
Liabilities                                    cost
                          profit and loss           Other     £m
                                                 £m
                                       £m              £m
Trade and other payables                —    (12.2)     — (12.2)
Loan repurchase liability               —         — (0.5)  (0.5)
Bank borrowings                         —    (22.6)     — (22.6)
Bonds                                   —    (23.7)     — (23.7)
Lease liabilities                       —    (19.8)     — (19.8)
                                        —    (78.3) (0.5) (78.8)

 

The tables show the carrying amounts of financial assets and financial liabilities by category of financial instrument
as at 31 December 2021:

                                                   Fair                
                                                        Amortised
                                          value through                 Total
Assets                                                       cost
                                        profit and loss           Other    £m
                                                               £m
                                                     £m              £m
SME loans (other)                                     —      74.2     —  74.2
SME loans (warehouse)                               3.2         —     —   3.2
SME loans (securitised)                           148.1         —     — 148.1
Lines of credit                                       —       1.6     —   1.6
Investment in trusts and co-investments            39.1         —     —  39.1
Trade and other receivables                           —      24.3     —  24.3
Cash and cash equivalents                         112.1     111.9     — 224.0
                                                  302.5     212.0     — 514.5

 

                                     Fair                
                                          Amortised
                            value through                   Total
Liabilities                                    cost
                          profit and loss           Other      £m
                                                 £m
                                       £m              £m
Trade and other payables                —    (15.2)     —  (15.2)
Loan repurchase liability               —         — (2.2)   (2.2)
Bank borrowings                         —    (73.2)     —  (73.2)
Bonds                              (12.8)   (127.5)     — (140.3)
Lease liabilities                       —    (23.9)     —  (23.9)
                                   (12.8)   (239.8) (2.2) (254.8)

 

Financial instruments measured at amortised cost

Financial instruments measured at amortised cost, rather than fair value, include cash and cash equivalents, trade and
other receivables, certain SME loans (other), bank borrowings, lease liabilities, certain bonds and trade and other
payables. Due to their nature, the carrying value of each of the above financial instruments approximates to their
fair value.

Other financial instruments

Loan repurchase liabilities are measured at the amount of loss allowance determined under IFRS 9.

Financial instruments measured at fair value

IFRS 13 requires certain disclosures which require the classification of financial assets and financial liabilities
measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the
fair value measurement.

Disclosure of fair value measurements by level is according to the following fair value measurement hierarchy:

• level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date;

• level 2 inputs are inputs other than quoted prices included within level 1 that are observable for the assets or
liabilities, either directly or indirectly; and

• level 3 inputs are unobservable inputs for the assets or liabilities.

The fair value of financial instruments that are not traded in an active market (for example, investments in SME
loans) is determined by using valuation techniques. These valuation techniques maximise the use of observable market
data where it is available and rely as little as possible on entity-specific estimates. If all significant inputs
required to fair value an instrument are observable, the instrument is included in level 2. If one or more of the
significant inputs is not based on observable market data, the instrument is included in level 3. An assessment that
the level applied to financial instruments is appropriate and whether a transfer between levels is required is
undertaken at the end of each accounting period. There were no transfers between levels during the year or prior year.

The Finance department of the Group performs the valuations of items required for financial reporting purposes,
including level 3 fair values. This team reports to the Chief Financial Officer (CFO). Discussions of valuation
processes and results are held regularly at Balance Sheet Management and Investment Valuation Committees along with
regular updates provided to the Audit Committee.

                                                Fair value measurement using
                                        Quoted prices Significant  Significant

                                            in active  observable unobservable
                                                                                Total
31 December 2022                              markets      inputs       inputs
                                                                                   £m
                                            (level 1)   (level 2)    (level 3)

                                                   £m          £m           £m
Financial assets                                                                     
SME loans (warehouse)                               —           —          2.4    2.4
SME loans (securitised)                             —           —         45.8   45.8
SME loans (other)                                   —           —         20.9   20.9
Investment in trusts and co-investments             —           —         28.7   28.7
Cash and cash equivalents                       121.6           —            —  121.6
                                                121.6           —         97.8  219.4
Financial liabilities                                                                
Bonds                                               —           —            —      —
                                                    —           —            —      —
                                                Fair value measurement using
                                        Quoted prices Significant  Significant

                                            in active  observable unobservable
                                                                                Total
31 December 2021                              markets      inputs       inputs
                                                                                   £m
                                            (level 1)   (level 2)    (level 3)

                                                   £m          £m           £m
Financial assets                                                                     
SME loans (warehouse)                               —           —          3.2    3.2
SME loans (securitised)                             —           —        148.1  148.1
Investment in trusts and co-investments             —           —         39.1   39.1
Cash and cash equivalents                       112.1           —            —  112.1
                                                112.1           —        190.4  302.5
Financial liabilities                                                                
Bonds                                               —           —       (12.8) (12.8)
                                                    —           —       (12.8) (12.8)

 

The fair value of SME loans (warehouse) has been estimated by discounting future cash flows of the loans using
discount rates that reflect the changes in market interest rates and observed market conditions at the reporting date.
The estimated fair value and carrying amount of the SME loans (warehouse) was £2.4m at 31 December 2022 (2021: £3.2m).

The fair value of SME loans (securitised) represents loan assets in the securitisation vehicles and legacy loans of
this nature and has been estimated by discounting future cash flows of the loans using discount rates that reflect the
changes in market interest rates and observed market conditions at the reporting date. The estimated fair value and
carrying amount of the SME loans (securitised) was £45.8m at 31 December 2022 (2021: £148.1m).

Bonds represent the unrated tranches of bond liabilities measured at fair value through profit and loss (the rated
tranches of bonds are measured at amortised cost). The fair value has been estimated by discounting estimated future
cash flows in relation to the bonds using discount rates that reflect the changes in market interest rates and
observed market conditions at the reporting date. The estimated fair value and carrying amount of the bonds was £nil
at 31 December 2022 (2021: £12.8m).

Investment in trusts and co-investments represents the Group’s investment in the trusts and other vehicles used to
fund CBILS, RLS and certain commercial loans and is measured at fair value through profit and loss. The
government-owned British Business Bank will guarantee up to 80% of the balance of CBILS loans in the event of default
(and between 70% and 80% of RLS loans). The fair value has been estimated by discounting future cash flows in relation
to the trusts using discount rates that reflect the changes in market interest rates and observed market conditions at
the reporting date. The estimated fair value and carrying amount of the investment in trusts and co-investments was
£28.7m at 31 December 2022 (2021: £39.1m).

The SME loans (other) held at fair value represents loan assets temporarily funded by the Group in relation to the
relaunch of commercial loans and is estimated by discounting future cash flows of the loans using discount rates that
reflect the changes in market interest rates and observed market conditions at the reporting date. The estimated fair
value and carrying amount of the SME loans (other) was £20.9m (2021: £nil).

The most relevant significant unobservable inputs relate to the default rate estimate and discount rates applied to
the fair value calculation, details of which are set out in note 16 for those with material estimation uncertainty.

Fair value movements on SME loans (warehouse), SME loans (securitised), SME loans (other), investments in trusts and
bonds (unrated) are recognised through the profit and loss account in fair value gains/(losses).

A reconciliation of the movement in level 3 financial instruments is shown as follows:

                                                                                Investment          
                                        SME loans      SME loans     Bonds                                   Trade and
                                                                             in trusts and          
                                      (warehouse)  (securitised) (unrated)                           other receivables
                                                                            co-investments SME loans
                                               £m             £m        £m                   (other)                £m
                                                                                        £m
                                                                                                  £m
At 1 January 2021                           221.8          279.8     (7.8)            21.2         —               0.2
Additions                                       —              —         —            22.1         —                 —
Transfers                                     0.2              —         —               —         —             (0.2)
Repayments                                 (58.6)        (150.2)         —           (3.3)         —                 —
Disposal                                  (176.1)              —         —               —         —                 —
Net gain/(loss) on the change in
fair value of financial instruments          16.3           18.2     (5.0)           (0.9)         —                 —
at fair value through profit and
loss
Foreign exchange (loss)/gain                (0.4)            0.3         —               —         —                 —
At 31 December 2021                           3.2          148.1    (12.8)            39.1         —                 —
Additions                                       —              —         —             6.4      22.6                 —
Repayments                                  (2.8)         (86.8)      16.3          (10.0)     (0.8)                 —
Disposal                                        —         (39.5)         —               —         —                 —
Net gain/(loss) on the change in
fair value of financial instruments           2.0           14.7     (3.5)           (7.0)     (1.4)                 —
at fair value through profit and
loss
Foreign exchange gain                           —            9.3         —             0.2       0.5                 —
At 31 December 2022                           2.4           45.8         —            28.7      20.9                 —

 

Financial risk factors

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 receivables from customers and cash and
cash equivalents held at banks.

The Group’s maximum exposure to credit risk by class of financial asset is as follows:

                                           31 December 31 December

                                                  2022        2021

                                                    £m          £m
Non-current                                                       
SME loans (other)                                 24.8        74.2
Investment in trusts and co-investments           28.7        39.1
Trade and other receivables:                                      
– Other receivables                                3.4         4.1
Current                                                           
Line of credit                                    16.0         1.6
SME loans (other)                                 20.9           —
SME loans (warehouse)                              2.4         3.2
SME loans (securitised)                           45.8       148.1
Trade and other receivables:                                      
– Trade receivables                                0.4         1.8
– Other receivables                                5.3        10.0
– Accrued income                                   4.8         6.2
– Rent and other deposits                          2.3         2.2
Cash and cash equivalents                        177.7       224.0
Total gross credit risk exposure                 332.5       514.5
Less bank borrowings and bond liabilities1      (46.3)     (213.5)
Total net credit risk exposure                   286.2       301.0

 

1. Included within bank borrowings are £22.6m (2021: £73.2m) in relation to draw downs on the PPPLF.

 

In addition the Group is subject to financial guarantees it has issued to buy back loans detailed in the loan
repurchase liability in note 12. The Group’s maximum exposure to credit risk on financial guarantees were every
eligible loan required to be bought back would be £2.8m (2021: £10.0m).

An expected credit loss allowance related to undrawn lines of credit on the FlexiPay product of £0.3m (2021: £nil) is
held within provisions and other liabilities. The Group’s maximum exposure to credit risk on the undrawn lines of
credit if they were all to be fully drawn would be £41.6m (2021: £4.2m).

SME loans (warehouse) and SME loans (securitised) relate to the underlying pool of SME loans in both the warehouse and
securitisation vehicles or are loans from the legacy warehouses and SPVs that have since been purchased or novated
into other Funding Circle entities, but remain held at FVTPL with the business model of holding the loans for sale.
Whilst there is credit risk from the loans defaulting, certain of these SME loans (securitised) and the third party
bonds that remain in SPVs are held within bankruptcy remote vehicles. If the SME loans were to all default, then the
bank debt or third party bonds do not receive their money back. Therefore the overall exposure to the Group for these
investments is the Group’s net investment in the SME loans which is after taking account of the bank debt and third
party bonds.

SME loans (other) includes £20.9m (2021: £nil) loans originated by the Group with the intention of selling onwards,
which are held at FVTPL and are therefore disclosed as current.

Under IFRS 9, the Group is required to provide for loans measured at amortised cost under the expected credit loss
(“ECL”) model. The impairment related to each loan is based on the ECLs associated with the probability of default of
that loan in the next 12 months unless there has been a significant increase in credit risk of that loan since
origination. The Group assumes there has been a significant increase in credit risk if outstanding amounts on the loan
investment exceed 30 days, in line with the rebuttable presumption per IFRS 9.

The Group defines a default, classified within non-performing, as a loan investment with any outstanding amounts
exceeding a 90-day due date, which reflects the point at which the loan is considered to be credit impaired. In some
circumstances where loans are bought back by the Group, the financial asset associated with the purchase meets the
definition of purchased or originated credit impaired (“POCI”); this element of the impairment is therefore based on
lifetime ECLs.

Lines of credit utilised the same default definition and probability of default under IFRS 9, however, are assessed
based on 12-month probability of default at the overall available line of credit level, estimating the expected
utilisation of the line of credit at the estimated point of default.  The expected credit loss impairment associated
with undrawn lines of credit is disclosed within other liabilities in note 15 and in note 27.

SME loans (other) includes PPP loans funded by the use of the PPPLF. The loans are guaranteed by the US government in
the event of default and the loans are anticipated to be forgiven. At the point of default and subsequent collection
of the guarantee or point of forgiveness, the loan and the respective borrowings under the PPPLF are extinguished. SME
loans (other) also includes loans which have been brought back from investors and are held at amortised cost.

Lines of credit comprises £16.0m (2021: £1.6m) of drawn amounts through the FlexiPay product net of expected credit
loss impairment, enabling businesses to spread UK invoices or payments over three months with the initial payment made
on a borrower’s behalf. The gross principal value of SME loans (other) is £39.6m (2021: £89.5m) and drawn lines of
credit held at amortised cost is £17.6m (2021: £1.6m), totalling £57.2m (2021: £91.1m), and an allowance for expected
credit losses of £14.8m (2021: £15.3m) and £1.6m (2021: £nil) respectively, totalling £16.4m (2021: £15.3m), is held
against these loans and drawn lines of credit as detailed below.

An impairment credit of £0.9m (2021: charge of £1.3m) was recognised through the statement of comprehensive income in
the year to 31 December 2022 within credit/(provision) for expected credit losses in the income statement.

                                                           Performing: Underperforming: Non-performing:    POCI: Total
                                                              12-month         Lifetime        Lifetime Lifetime
                                                                                                                      
                                                                   ECL              ECL             ECL      ECL
                                                                    £m               £m              £m       £m    £m
At 1 January 2021                                                  0.1                —             0.4     12.2  12.7
Impairment against additions                                       0.1                —               —      2.6   2.7
Exchange differences                                                 —                —               —    (0.6) (0.6)
Impairment against loans transferred from /(to) performing           —              0.3             0.7        -   1.0
Loans repaid                                                     (0.1)                —               —    (0.9) (1.0)
Change in probability of default or loss given default             0.5                —               —        —   0.5
assumptions
At 31 December 2021                                                0.6              0.3             1.1     13.3  15.3
Impairment against additions                                       0.1                —               —      1.1   1.2
Exchange differences                                               0.1                —             0.1      1.0   1.2
Impairment against loans transferred from /(to) performing       (0.1)              0.3             0.3        —   0.5
Loans repaid                                                     (0.3)            (0.3)           (0.5)    (1.2) (2.3)
Change in probability of default or loss given default             0.7                —           (0.1)    (0.1)   0.5
assumptions
At 31 December 2022                                                1.1              0.3             0.9     14.1  16.4

 

                         Expected credit                                                    Provision for Net carrying
                           loss coverage        Basis for recognition of   Gross lines of expected credit       amount
                                         expected credit loss impairment   credit and SME            loss
                                       %                                 loans (other) £m                           £m
                                                                                                       £m
As at 31 December 2021                                                                                                
Performing (due in 30                0.7                    12-month ECL             75.7           (0.6)         75.1
days or less)
Underperforming (31–90             100.0                    Lifetime ECL              0.3           (0.3)            -
days overdue)
Non-performing (90+ days           100.0                    Lifetime ECL              1.1           (1.1)            -
overdue)
POCI (90+ days overdue)             95.1                    Lifetime ECL             14.0          (13.3)          0.7
                                                                   Total             91.1          (15.3)         75.8
                                                                                                                      
As at 31 December 2022                                                                                                
Performing (due in 30                2.7                    12 month ECL             39.2           (1.1)         38.1
days or less)
Underperforming (31–90              36.5                    Lifetime ECL              0.7           (0.3)          0.4
days overdue)
Non-performing (90+ days            43.1                    Lifetime ECL              2.3           (0.9)          1.4
overdue)
POCI (90+ days overdue)             94.2                    Lifetime ECL             15.0          (14.1)          0.9
                                                                   Total             57.2          (16.4)         40.8

 

Trade receivables represent the invoiced amounts in respect of servicing fees due from institutional investors. The
risk of financial loss is deemed minimal because the counterparties are well established financial institutions.

Ongoing credit evaluation is performed on the financial condition of other receivables and, where appropriate, a
provision for expected credit losses is recorded in the financial statements.

Other receivables include net investment in subleases of offices representing the present value of future sublease
payments receivable. Where appropriate, impairment is recorded where the receivable is in doubt.

Individual risk limits for banks and financial institutions are set by the Group with reference to external rating
agencies. The Group’s treasury policy has set limits and quantities that the Group must remain within. No credit or
counterparty limits were exceeded during the year. The Group’s cash and cash equivalents split by S&P counterparty
rating were A/A- rated: £56.2m (2021: £111.9m), A+ or better rated: £121.5m (2021: £112.0m) and below A- rated: £nil
(2021: £0.1m).

14. Notes to the consolidated statement of cash flows

Cash (outflow)/inflow from operating activities

                                                                                           31 December     31 December

                                                                                                  2022            2021
 
                                                                                                       (re-presented)1

                                                                                                    £m              £m
(Loss)/profit before taxation                                                                   (12.9)            64.1
Adjustments for                                                                                                       
Depreciation of property, plant and equipment                                                      5.1             5.9
Amortisation of intangible assets                                                                 10.1             8.0
Impairment of intangible and tangible assets (prior year exceptional item)                         1.8             3.9
Interest receivable                                                                              (2.3)           (0.1)
Interest payable                                                                                   0.9             1.1
Non-cash employee benefits expense – share-based payments and associated social security           4.7             8.5
costs
Fair value (gains)/losses                                                                        (4.8)          (28.6)
Movement in restructuring provision (prior year exceptional item)                                (0.2)           (0.9)
Movement in loan repurchase liability                                                            (1.8)           (3.0)
Movement in other provisions                                                                     (0.1)           (1.9)
Share of gains of associates                                                                     (0.4)           (0.9)
Other non-cash movements                                                                           1.4           (0.7)
Changes in working capital                                                                                            
Movement in trade and other receivables                                                            8.8            46.4
Movement in trade and other payables                                                             (3.7)             1.4
Tax paid                                                                                         (1.0)           (3.1)
Originations of lines of credit1                                                                (59.6)           (3.6)
Cash receipts from lines of credit1                                                               43.6             2.0
Net cash (outflow)/inflow from operating activities                                             (10.4)            98.5

 

1. As disclosed in note 1, FlexiPay drawn lines of credit have been re-presented within “Origination of/cash receipts
from lines of credit” within cash flows from operating activities and were previously presented within “Origination
of/ cash receipts from SME loans (other)” in cash flows from investing activities in the previous year ended 31
December 2021.

 

Cash and cash equivalents

                          31 December 31 December

                                 2022        2021

                                   £m          £m
Cash and cash equivalents       177.7       224.0

 

The cash and cash equivalents balance is made up of cash, money market funds and bank deposits. The carrying amount of
these assets is approximately equal to their fair value. Included within cash and cash equivalents above is a total of
£12.1m (2021: £24.6m) in cash which is restricted in use.  Of this £1.1m (2021: £1.0m) is restricted in use in the
event of rental payment defaults and cash held in the securitisation SPVs of £2.9m (2021: £14.4m) which has been
collected for on-payment to bond holders and is therefore restricted in its use. A further £8.1m (2021: £9.2m) of cash
is held which is restricted in use to repaying institutional investors in CBILS and RLS loans and paying CBILS and
RLS-related costs to the UK government.

At 31 December 2022, money market funds totalled £121.6m (2021: £112.1m).

 

15. Significant changes in the current reporting year

The financial position and performance of the Group were affected by the following events and transactions during the
year ended 31 December 2022:

i) Sale of securitised SME loans and unwind of UK and US SPVs (note 13)

In May 2022, Funding Circle exercised the call rights associated with the majority ownership of the unrated junior
residual tranches of Small Business Origination Loan Trust 2019-3’s bonds in the UK. The call option became
exercisable as the portfolio and bond liabilities of the SPV had amortised to below a minimum threshold. Funding
Circle and the other junior note holder purchased the loans from the SPV, in line with their proportional ownership of
the note tranches, at fair value. The proceeds, cash and other assets of the vehicle were liquidated and used to repay
outstanding expenses and interest and principal on the bond liabilities. As the SPV is consolidated, the net impact on
the Group’s financial statements was a sale of 49% of the UK securitised SME loans to the other junior note holder and
repayment of the bond liabilities. The bond liabilities held at FVTPL were repaid at an amount higher than their
previous fair value estimate as the cash flows were delivered sooner and at a higher amount resulting in a fair value
loss as set out in note 15.  As a result, there are no unrated bond liabilities remaining for the Group. Subsequently
the Group owned 51% of the securitised SME loans, directly through the subsidiary Funding Circle Ltd. The majority of
the retained loans were sold to a third party with an economic cut off of 30 June 2022 and cash settlement in
September 2022 for their fair value, with no gain or loss on sale, and as a result only a smaller portfolio of
delinquent and defaulted loans was retained by the Group. 

In October 2022, Funding Circle exercised the call rights associated with the ownership of the unrated junior residual
tranches of Small Business Lending Trust 2019-A’s bonds in the US. The call option became exercisable as the portfolio
and bond liabilities of the SPV had amortised to below the minimum threshold. Funding Circle purchased the loans from
the SPV at fair value. The proceeds, cash and other assets of the vehicle were liquidated and used to repay
outstanding expenses, and interest and principal on the bond liabilities. As the SPV is consolidated, the net impact
on the Group’s financial statements was the repayment of the bond liabilities of the vehicle. The Group continues to
consolidate 100% of the securitised SME loans, now owned directly by the subsidiary FC Marketplace LLC.

The Group continues to consolidate both the SPVs, which subsequently began a liquidation process, and holds an
immaterial amount of cash and accruals, through exposure to the majority of the variability in any excess cash flows
available after the liquidation is completed.

The loans retained continue to be held at fair value through profit and loss, within SME Loans (securitised), as the
Group continues to hold these with the intention of selling them if, and when, an attractive price can be realised.

 

ii) Scaling up of new products

The Group has continued to scale up lending through lines of credit in its FlexiPay product.

Through FlexiPay, borrowers are provided with a facility which can be drawn to pay invoices and expenses, and are
subsequently repaid over three months. A fee of 3% was charged in the year on the drawn amount which is recognised
over the three-month life of the drawdown in interest income under the effective interest rate method. The accounting
policy regarding FlexiPay is outlined below.

As outlined later, the loans are measured at amortised cost. As FlexiPay will continue to become a larger part of the
Group’s business, this has been disclosed as a separate segment within note 2. As a result the Group has presented
FlexiPay under “lines of credit” on the balance sheet and reclassified the comparative which was previously presented
in “investment in SME loans (other)”.

Lending through the FlexiPay product is recognised on the balance sheet within lines of credit. This represents the
drawn amount of the facilities. The contractual cash flows represent solely payments of principal and interest
(“SPPI”) and the business model under which they are held is in order to collect the contractual cash flows resulting
in the lines of credit being measured initially at fair value and subsequently at amortised cost. The Group has
presented FlexiPay under “lines of credit” in the balance sheet and reclassified the comparative which was previously
presented in “investment in SME loans (other)” where they were also measured at amortised cost. The origination fee
associated with FlexiPay is recognised under IFRS 9 within interest income at the effective interest rate in the
consolidated statement of comprehensive income and is recognised over the contractual term of the draw down.

The FlexiPay lines of credit are held net of expected credit loss allowances under IFRS 9, the methodology and
definitions of which align to the existing Group accounting policy on impairment of financial assets held at amortised
cost with the exception of being assessed at the available line of credit level, estimating the utilisation of the
line of credit to the estimated point of default and are detailed further within note 13. Additionally, the Group
assesses the expected credit loss allowance in relation to undrawn lines of credit, estimating the probability of
default, loss given default and exposure at default in relation to these lines of credit were they to be drawn. This
has resulted in a £0.3 million (2021: £nil) loss allowance recognised within other liabilities in note 12.

 

iii) Redemption of investment in associate

In July 2022 an agreement was signed by Funding Circle European Private Fund DAC I to sell the loans held by the fund
as part of its strategy to return capital to shareholders in a cost effective manner. The Group received £2.6m in cash
in August 2022 as a final capital distribution and the corresponding investment in associate held by the Group was
reduced by this distribution to nil.

 

16. Critical accounting judgements and key sources of estimation uncertainty

The preparation of the consolidated financial statements requires the Group to make estimates and judgements that
affect the application of policies and reported amounts. Critical judgements represent key decisions made by
management in the application of the Group accounting policies. Where a significant risk of materially different
outcomes exists due to management assumptions or sources of estimation uncertainty, this will represent a key source
of estimation uncertainty.

Estimates and judgements are continually evaluated and are based on experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are
based on management’s best knowledge of the amount, event or actions, actual results ultimately may differ from those
estimates.

The significant judgements and estimates applied by the Group in the financial statements have been applied on a
consistent basis with the financial statements for the year to 31 December 2021.

 

Critical judgements

Consolidation and deconsolidation of special purpose vehicles (“SPVs”) and investment in trusts and co-investments
(note 13)

As part of its asset-backed securitisation programmes, the Group has established warehouse and securitisation SPVs.
Judgement is required in determining who is most exposed to the variability of returns and who has the ability to
affect those returns and therefore who should consolidate these vehicles and subsequently deconsolidate them. Where
the Group has a significant interest in the junior tranches of the securitisation vehicles or the subordinated debt in
the warehouses, the Group is deemed to be exposed to the majority of the variability of the returns of those vehicles
and controls them, and therefore consolidates them. Where this interest is reduced, the Group considers whether the
vehicles should be deconsolidated.

The Group also holds a minority beneficial ownership in trusts set up to fund CBILS, RLS and commercial loans with the
remaining majority of the beneficial ownership held by institutional investors. The SME loans are originated by a
Group subsidiary, Funding Circle Focal Point Lending Limited for CBILS and Funding Circle Eclipse Lending Limited for
RLS and commercial loans, which retain legal title to the loans. These entities hold this legal title of trust on
behalf of the majority investors who substantially retain the economic benefits the CBILS, RLS and commercial loans
generate and therefore the trusts and the assets held within, including the SME loans, are not consolidated.

The Group assesses whether it controls the trust structure under the criteria of IFRS 10. Control is determined to
exist if the Group has the power to direct the activities of entities and structures and uses this control to obtain a
variable return, to which it is exposed to the majority of the variability. As the Group’s holding is small in
comparison to the majority investor and is pari passu, the Group is not exposed to the majority of the variability in
the cash flows of the trust, and it is not considered to control the trust structures, so they are not consolidated by
the Group.

Loans originated through the platform

The Group originates SME loans through its platform which are funded primarily by banks, asset managers, other
institutional investors, funds, national entities, retail investors or by usage of its own capital. Judgement is
required to determine whether these loans should be recognised on the Group’s balance sheet. Where the Group, its
subsidiaries or SPVs which it consolidates have legal and beneficial ownership to the title of those SME loans, they
are recognised on the Group’s balance sheet. Where this is not the case, the loans are not recognised at the point of
origination.

Key sources of estimation uncertainty

The following are the key sources of estimation uncertainty that the Directors have identified in the process of
applying the Group’s accounting policies and have the most significant effect on the amounts recognised in the
financial statements.

Fair value of financial instruments (note 13)

At 31 December 2022, the carrying value of the Group’s financial instrument assets held at fair value was £219.4m
(2021: £302.5m) and the carrying value of financial liabilities carried at fair value was £nil (2021: £12.8m).

In accordance with IFRS 13 Fair Value Measurement, the Group categorises financial instruments carried on the
consolidated balance sheet at fair value using a three-level hierarchy. Financial instruments categorised as level 1
are valued using quoted market prices and therefore there is minimal estimation applied in determining fair value.
However, the fair value of financial instruments categorised as level 2 and, in particular, level 3 is determined
using valuation estimation techniques including discounted cash flow analysis and valuation models. The most
significant estimation is with respect to discount rates and default rates.

Since 31 December 2021 the assumptions related to estimating fair value have been revised to reflect the observed
actual performance of SME loans (securitised) and a revision to the timing of the assumed defaults to occur later in
light of the observed resilience of the loans performance and noting that the macroeconomic environment may lead to a
later, more gradual but longer lasting stress than the sooner and sharper stress previously expected. Additionally,
recoveries have been observed to have performed more favourable to previous stress assumptions and expectations have
been revised upwards. The combination of favourable observed performance, higher recoveries and later defaults on an
amortising pool of loans has led to a lower lifetime cumulative default expectation and a higher relative estimation
of fair value.

However, market drivers of discount rates such as observed widening in collateralised loan obligation spreads and
increases in the risk-free rate due to central bank interest rate rises in order to curb inflationary pressures have
resulted in the estimated cash flows being discounted at a higher rate, which has led to a lower relative estimation
of fair value compared to carrying value of the loans partially offsetting the favourable revisions from default and
recovery expectations.

With respect to investments in trusts and co-investments, where the Group holds a minority equity pari passu
co-investment structured through warehouse vehicles, the increase in interest rates and future expected increases in
interest rates has decreased the estimated fair value in these structures, as the floating rate interest on senior
borrowing facilities within the vehicle is paid before returns to the equity holders, including Funding Circle, are
made. Additionally, while the majority of default stress particularly on CBILS loans was previously expected to occur
at the end of the product’s first year payment free period, with lower defaults observed than anticipated, the
macroeconomic environment may lead to further defaults on these portfolios through the same more gradual default
stress outlined above. The nature of the vehicles is such that, while the loans may be government guaranteed, an
uptick in defaults in combination with higher borrowing costs will reduce the lifetime return to the equity holder and
the inbuilt mechanisms of the vehicles which prioritise repayments to the senior lender could lead to cash flowing to
the equity holder later. As a result the estimated fair value of the investment has decreased.

Sensitivities to assumptions in the valuation of, SME loans (warehouse), SME loans (other) and money market funds
within cash and cash equivalents are not disclosed below as reasonably possible changes in the current assumptions
would not be expected to result in material changes in the carrying values.

Sensitivities to the default rates and discount rates are illustrated below.

                      Fair value                                     Relationship of
                                                                     unobservable inputs to fair value
Description           £m         Unobservable input   Inputs
SME                   45.8       Lifetime cumulative  US: 14.6% and
loans (securitised)              default rate as % of 17.1%1
                                 original
                                                      UK: 6.9%
                                  
                                                       
                                                                     A change in the lifetime cumulative default rate
                                                                     would have the following impact:
                                  
                                                                     US SPV1¹: +68/-17 bps would decrease/increase
                                                                     fair value by £(0.8)m/£0.3m respectively.
                                                       
                                                                     US SPV2¹: +127/-34 bps would decrease/increase
                                                                     fair value by £(1.8)m/£0.6m respectively.
                                  
                                                                     UK: +36/-36 bps would decrease/increase fair
                                                                     value by £(0.4)m/ £0.4m respectively.
                                                       
                                                                      
                                                       
                                  
                                                       
                                  
                                                       
                                  
Investments in Trusts 28.7       Lifetime cumulative  Blended: 16.0%
and co-investments               default rate as % of
                                 original              
                                                                     A change in the lifetime cumulative default rate
                                                                     by +230/-480 bps would decrease/increase fair
                                                                     value by (£0.8)m and £1.8m respectively.
                                                       
 
                                                       

 

1. Two cumulative default rates are presented for the US representing the portfolios in each of the two respective
pools of SME loans (securitised) related to the remaining and legacy securitisation vehicles. Separate sensitivities
to default rates for the US securitisation vehicles represent the respective seasoning of the loans and the different
reasonably possible range of outcomes. US SPV2 default definition is ”synthetic default” being 90+days past due based
on original contractual terms including where borrowers became 90+ days late due to going on approved forbearance
measures such as payment holidays. UK and US SPV1 default definition is based on “contractual default” definition of
90+ days past due based on current contractual terms which may have been revised since the original contract. The UK
and US SPV1 default definition was previously aligned to the US SPV2 but amended after the loans were sold from the
SPVs, driving the divergence in lifetime expected default rates presented between the SPVs.

 

The above sensitivities represent management’s estimate of the reasonably possible range of outcomes and as a result
the fair value of the assets and liabilities measured at fair value could materially diverge from management’s
estimate.

                      Fair value                                           Relationship of
                                                                           unobservable inputs to fair value
Description           £m         Unobservable input          Inputs
SME                   45.8       Risk-adjusted discount rate US: 15.1%
loans (securitised)
                                                             UK:18.5%      A change in the discount rates by +/-200
                                                                           bps would decrease/ increase fair value by
                                                                           £0.8m/£(0.8)m respectively.
 
                                                              
Investments in Trusts 28.7       Risk-adjusted discount rate 7.5% to 20.3%
and co-investments
                                                                           A change in the discount rate by +200/-200
                                                                           bps would decrease/ increase fair value by
                                                                           £1.0m/£(1.0)m respectively.
 
                                                                            
 
                                                              

 

It is considered that the range of reasonably possible outcomes in relation to the discount rate used could be +/-200
bps and as a result the fair value of the assets could materially diverge from management’s estimate.

As the discount rate is risk adjusted, it should be noted that the sensitivities to discount rate and to lifetime
cumulative default rate contain a level of overlap regarding credit risk. The sensitivity in expected lifetime
cumulative defaults should not also be applied to the sensitivity of the credit risk element of the risk-adjusted
discount rate and the sensitivities are most meaningful viewed independently of each other.

 

17. Subsequent events

 

Subsequent to the 31 December 2022, an agreement was signed in February 2023 to sell loans valued at £19.8m at 31
December 2022 and presented within SME loans (other) to a third party investor. The sale did not give rise to a
material gain or loss.

 

 

══════════════════════════════════════════════════════════════════════════════════════════════════════════════════════

Dissemination of a Regulatory Announcement, transmitted by EQS Group.
The issuer is solely responsible for the content of this announcement.

══════════════════════════════════════════════════════════════════════════════════════════════════════════════════════

   ISIN:           GB00BG0TPX62
   Category Code:  FR
   TIDM:           FCH
   LEI Code:       2138003EK6UAINBBUS19
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   226823
   EQS News ID:    1572519


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

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