REG - Vector Capital PLC - Results for the year ended 31 December 2023
19/04/2024 07:00
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RNS Number : 2397L Vector Capital PLC 19 April 2024
19 April 2024
Vector Capital plc
("Vector Capital", the "Company" or the "Group")
Full year results for the year ended 31 December 2023, Notice of AGM, final
dividend declaration and related party transaction
Full year results for the year ended 31 December 2023
Vector Capital plc (AIM: VCAP), a commercial lending group that offers secured
loans primarily to businesses located in the United Kingdom, is pleased to
announce its audited results for the financial year ended 31 December 2023.
Highlights
· Continued growth in shareholders equity with a maintained dividend and prudent
bad debt provision policies
· Loan book £47.9m with average loan £453k (FY22: £53.2m and £499k,
respectively)
· Revenue £5.7m (FY22: 5.9m)
· Profit before tax (excluding bad debt provisions) of £2.8m (FY22: £3.0m)
· Profit before tax of £2.1m (FY22: 2.8m)
· Unutilised wholesale loan facilities available of £27.8m (FY22: £14.9m)
· Net assets £25.5m (FY22: £25.1m)
· Net asset value per share 56 pence (FY22: 55 pence)
· Proposed final dividend 1.53 pence per share (FY22: 1.53 pence)
Agam Jain, CEO of Vector Capital, commented: "I am pleased to present our 2023
results. Our Board and operational team are experienced, efficient and focused
on maintaining financial prudence and profitability.
We decided as part of our strategy to marginally reduce loan book size so as
to maintain higher reserves and liquidity. The increased costs of borrowing
from our bank providers has meant that our margins on debt finance have been
squeezed as the borrowing costs overall have risen by 3% p.a. during the year.
and it was not always pragmatic to pass the entire increase on to our
borrowers. However, the higher rates have enabled a better return on the
Group's own capital which has mitigated the squeezed margin on money from the
banks.
The demand for our loans remains high; however, we have chosen not to grow the
loan book this year but maintain higher liquidity. We have also not sought
an increase in our debt facilities which remain at £45m in 2023.
We expect base rates to start the move downwards during mid-2024. At that
point we will review the scenario to get back to loan book growth. We have a
strong capital base and a talented team to perform well in our market. We
look forward to 2024 with more confidence.
Notice of AGM
Vector Capital plc announces that the Company has posted to shareholders
copies of its annual report and accounts for the year ended 31 December 2023,
along with notice of the Company's annual general meeting ("AGM") to be held
at 6th Floor, First Central 200, 2 Lakeside Drive, London NW10 7FQ, on 16
May 2024 at 11.00am. A copy of the annual report and accounts and AGM notice
are available from the Company's website, www.vectorcapital.co.uk
(http://www.vectorcapital.co.uk/) .
Attendance at the AGM
Shareholders are invited to attend the AGM in person, due to space
restrictions the Company requests that Shareholders confirm their attendance
in writing to mail@vectorcapital.co.uk (mailto:mail@vectorcapital.co.uk) .
Voting at the AGM
Shareholders are permitted to appoint a proxy by filling in the proxy form
accompanying the AGM notice. The Company recommends the use of the Chairman
as proxy.
Questions at the AGM
Shareholders may put a question to the board of directors of the Company by
submitting their questions to the Chairman during the AGM in accordance with
the Company's regulatory obligations, no material new information will be
provided in the responses to questions.
Final dividend declaration
The Board is pleased to announce a final dividend for the year ended 31
December 2023 of 1.53 pence per share subject to approval at the Company's
Annual General Meeting:-
Dividend: 1.53p per share
Ex-Dividend Date: 16 May 2024
Record Date: 17 May 2024
Payment Date: 3 June 2024
Related party transaction
The Board is pleased to announce that the inter-company debt of £3.5 million,
at the date of this announcement, provided by Vector Holdings Ltd at a rate of
6.25% has been extended by a further 24 months from its current expiry date of
31 December 2024 to 31 December 2026. This is an extension of the loan
agreement entered into on 12 November 2020 and subsequently amended on 28
December 2022. All other terms of the loan remain unchanged.
- Vector Holdings is the parent company of the Group and holds a 75%
interest in the Company. Mr Agam Jain, a director of Vector Capital, is a
controlling shareholder of Vector Holdings along with his immediate family.
Accordingly, the renewal of the inter-company debt is deemed to be a related
party transaction pursuant to AIM Rule 13 of the AIM Rule for Companies.
- The Company's Directors (excluding Mr. Agam Jain, who is directly related
to this transaction), having consulted with Vector Capital's Nominated
Adviser, WH Ireland Limited, consider the revised terms of the loan to be fair
and reasonable in so far as the Company's shareholders are concerned.
This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.
Enquiries
Vector Capital plc 020 8191 7615
Robin Stevens (Chairman)
Agam Jain (CEO)
WH Ireland Limited 020 7220 1666
Hugh Morgan, Chris Hardie, Darshan Patel
IFC Advisory Limited 020 3934 6630
Graham Herring, Florence Chandler, Zach Cohen
Notes to Editors
Vector Capital Plc provides secured, business-to-business loans to SMEs based
principally in England and Wales. Loans are typically secured by a first
legal charge against real estate. The Group's customers typically borrow for
general working capital purposes, bridging ahead of refinancing, land
development and property acquisition. The loans provided by the Group are
typically for renewable 12-month terms with fixed interest rates.
Chairman's report
I have pleasure in presenting our 2023 Annual Report and Accounts, which
reflect our approach to responsible and cautious lending, supported by our
strong asset base, in the UK small and medium-sized enterprises (SMEs) sector.
Vector's customers are generally smaller property developers who buy
properties to develop or refurbish and then re-sell or refinance.
At the operating level the Group performed in line with market expectations
during the year against a backdrop of continuingly high borrowing costs passed
on by wholesale funders. Despite our own resilience, certain of our borrowers
have been adversely affected by delays in completions, higher building costs
and a general softening of values in the residential property market. As a
result of these conditions, we have prudently made a further provision for
doubtful debts of £728k within the annual results (2022: £200k). The
recovery of all debts will continue to be actively pursued.
Despite these provisions, Group revenue for the year was £5.7m (2022: £5.9m)
and profit before tax of £2.1m (2022: £2.8m) was achieved.
At the year-end our loan book was £47.9m (2022: £53.2m), reflecting our
cautious approach to new lending in current market conditions, and our
intention to maintain liquidity. However, our strategy remains to selectively
increase our loan book by utilising our own resources and the external
facilities provided by our wholesale lenders referred to below. As part of
this process, we continue to increase the loan gearing we are able to achieve
on borrowed funds by strategically rebalancing our loan book. This runs hand
in hand with lower average value advances at the year-end of £453k (2022:
£499k)
Our wholesale bank facilities stood at £45m at 31 December 2023. However,
with a net asset value at the year-end of £25.5m (2022: £25.1m), we are in
the enviable position of not being dependent entirely on third-party debt
providers. This structure protects our operating margins and provides cautious
flexibility in our lending decisions where required and, as a result at the
year-end we had un-utilised debt facilities of £27.8m.
As a Board we recognise our obligations to act responsibly and ethically in
all we do, and to follow the core principles of corporate governance set out
in the Quoted Company Alliance code. These principles are maintained in our
actions and practices as a public company and we recognise our wider
environmental, social and governance responsibilities to shareholders and
other stakeholders.
Our ESG policies and procedures, aimed principally at responsible lending and
encouraging sustainability and avoidance of waste in all we do, are set out on
the Company's website, www.vectorcapital.co.uk
(http://www.vectorcapital.co.uk) .
The results for the year are reflective of the efforts of Vector's employees
and my fellow Board members, and as always considerable thanks are due to
them, as well as our business partners and professional advisers.
We are also indebted to our shareholders, with whom we look forward to
maintaining a rewarding relationship as market conditions improve. This
relationship is recognised in our proposed final dividend for the year of 1.53
pence per share, which maintains the dividends for the year at the level paid
in 2022, despite the lower post tax profits for the year, as we acknowledge
the importance to shareholders of the dividend as part of their overall
return.
With lower inflation and the expectation of reductions in interest rates we
can look forward to a more settled environment for borrowers and, within the
Vector team, I believe that we have the skills, strategy, experience and
resources to capitalise on growth opportunities as they arise.
Robin Stevens
Chairman
18 April 2024
Chief Executive's statement
Background
The year was full of uncertainty with base rates rising to 5.25% p.a. in
August 2023, a level unparalleled in recent memory. Whilst this may have
helped stabilise inflation it has raised the cost of our debt finance from our
wholesale banking lines and has been particularly hard for Borrowers.
For those that we serve in the property development sector the high rates have
been combined with increased costs of building materials making many projects
un-profitable. The exit routes from bridging and development finance are buy
to let mortgages and term finance from traditional banks. These banks have
applied higher stress tests making it very difficult to re-finance.
Furthermore, the high cost of borrowing has had an impact on developers being
able to sell their properties. The sales cycle has elongated as buyers
struggle to get mortgages.
Stressed Loans
Although the outlook has improved many bridging and property development
lenders, including Vector, are working through their stressed loans.
We have done particularly well in managing our portfolio of over 100 live
loans at any one time. However, we do occasionally have to manage projects
where a Borrower is unable to meet its obligations to us. Where the Borrower
is unable to provide comfort through a loan restructuring or refinancing, we
are forced to appoint Receivers or take effective control of a construction
project. While this has been a rare occurrence during the Group's history we
have taken an early proactive approach to potentially stressed loans during
the year. As a result, we have made provisions during the year 2023 for
shortfalls that may materialise in 2024-25. The rest of our portfolio has
performed extremely well and we did not have any significant write offs during
2023, reflecting our prudent approach to lending overall.
Corporation Tax
In common with all emerging profitable companies, we are now impacted by the
increase in Corporation Tax from 19% to 25%. This will reduce the amount of
post-tax profit we can re-deploy in the business for growth and distribute to
shareholders as dividends.
Resilient Results
Having highlighted the challenges, I am still able to report that Vector has
delivered a set of results we can be proud of and I am pleased that we are in
a position to maintain our dividend pay-out at 2022 levels.
The profit before tax for the period was £2.1m (2022: £2.8m) from revenue of
£5.7m (2022: £5.9m). At 31 December 2023 the loan book was £47.9m (2022:
£53.2m), and the consolidated net assets were £25.5m (2022: £25.1m).
We are fortunate to have a very strong capital base that allows us the
flexibility and security to capitalise on the market opportunities that still
exist in these challenging times.
We will recommend a final dividend of 1.53 pence per share payable on 3 June
2024 (2022: 1.53 pence).
Loan Book KPIs
Market segmentation at 31 December 2023
2023 2022
(£'000) % (£'000) %
Residential 26,623 55.54% 30,351 57.02%
Commercial 10,389 21.67% 11,644 21.88%
Land & Development 5,442 11.35% 4,681 8.79%
Mixed 3,547 7.40% 4,708 8.84%
2(nd) charge 1,523 3.18% 1,545 2.90%
Other 415 0.86% 300 0.57%
47,939 100.00% 53,229 100.00%
Our strategy for new business is smaller loans whilst seeking redemption of
the larger older loans. The average rate achieved during the period was 10.46%
p.a. (2022: 11.18% p.a.).
The average loan size was £453k spread over 108 live loans. (2022: £499k
over 107 loans).
Security held at December 2023 was £87.5m giving an average LTV of 58.86%
(2022: £93.5m and 57.12% respectively).
The loan balances are stated net of provisions of £928k at 31 December 2023
(2022: £200k)
Operational review
Our Board and operational team are experienced, efficient and focussed on
maintaining financial prudence and profitability. We did not need to increase
the headcount in 2023.
We decided as part of our strategy to marginally reduce loan book size so as
to maintain higher reserves and liquidity. The increased costs of borrowing
from our bank providers has meant that our margins on debt finance have been
squeezed as the borrowing costs overall have risen by 3% p.a. during the year.
and it was not always pragmatic to pass the entire increase on to our
borrowers. However, the higher rates have enabled a better return on the
Group's own capital which has mitigated the squeezed margin on money from the
banks.
The demand for our loans remains high; however, we have chosen not to grow the
loan book this year but maintain higher liquidity. We have also not sought
an increase in our debt facilities which remain at £45m in 2023.
Outlook
We expect base rates to start the move downwards during mid-2024. At that
point we will review the scenario to get back to loan book growth. We have a
strong capital base and a talented team to perform well in our market and we
look forward to the rest of 2024 with more confidence.
Agam Jain
Chief Executive Officer
18 April 2024
Consolidated statement of comprehensive income
2023 2022
Notes £'000 £'000
Continuing operations
Revenue 5,713 5,928
Cost of sales (392) (429)
Gross profit 5,321 5,499
Administrative expenses (1,490) (911)
Operating profit 3,831 4,588
Finance costs (1,782) (1,782)
Finance income 18 3
Profit before income tax 5 2,067 2,809
Income tax 6 (487) (534)
Profit for the year 1,580 2,275
Other Comprehensive Income - -
Total comprehensive income for the year 1,580 2,275
Profit attributable to:
Owners of the parent 1,580 2,275
Earnings per share expressed in pence per share: 8
Basic 3.49 5.03
Diluted 3.49 5.03
Consolidated statement of financial position
2023 2022
Notes £'000 £'000
Assets
Non-current assets
Property, plant and equipment 10 - 1
- 1
Current assets
Trade and other receivables 12 48,746 53,997
Cash and cash equivalents 13 306 688
49,052 54,685
Total assets 49,052 54,686
Shareholders' equity
Called up share capital 16 226 226
Share premium 17 20,876 20,876
Group reorganisation reserve 17 188 188
Retained earnings 17 4,233 3,798
Total equity 25,523 25,088
Liabilities
Current liabilities
Trade and other payables 14 22,648 25,800
Tax payable 169 240
22,817 26,040
Non-current liabilities
Trade and other payables 14 712 3,558
Total liabilities 23,529 29,598
Total equity and liabilities 49,052 54,686
The financial statements were approved by the Board of Directors on 18 April
2024 and were signed on its behalf by:
J Pugsley - Director
Consolidated statement of changes in equity
Notes Called up share capital Retained earnings Share premium Group reorganisation reserve Total equity
£'000 £'000 £'000 £'000 £'000
Balance at 1 January 2022 226 2,659 20,876 188 23,949
Changes in equity
Dividends 7 - (1,136) - - (1,136)
Total comprehensive income - 2,275 - - 2,275
Balance at 31 December 2022 226 3,798 20,876 188 25,088
Changes in equity
Dividends 7 - (1,145) - - (1,145)
Total comprehensive income - 1,580 - - 1,580
Balance at 31 December 2023 226 4,233 20,876 188 25,523
Notes:
· Share premium relates to the consideration paid for ordinary share
capital in excess of the nominal value of the ordinary share capital.
· The group reorganisation reserve relates to adjustments to the
retained earnings of the group upon consolidation of the financial statements.
Consolidated statement of cash flows
2023 2022
Notes £'000 £'000
Profit before income tax 2,067 2,809
Depreciation charges 1 1
Finance costs 1,741 1,782
Finance income (17) (3)
3,792 4,589
Decrease/(increase) in trade and other receivables 5,251 (7,432)
Increase/(decrease) in trade and other payables (7,000) 5,499
Cash generated from operations 2,043 2,656
Interest paid (1,741) (1,782)
Tax paid (558) (581)
Net cash from (absorbed by) operating activities (256) 293
Cash flows from investing activities
Interest received 17 3
Net cash from investing activities 17 3
Cash flows from financing activities
Introduced by Holding company 1,000 -
Amounts introduced by directors 2 1
Equity dividends paid 7 (1,145) (1,136)
Net cash from financing activities (143) (1,135)
Decrease in cash and cash equivalents (382) (839)
Cash and cash equivalents at beginning of year 688 1,527
Cash and cash equivalents at end of year 13 306 688
Company statement of financial position
2023 2022
Notes £'000 £'000
Assets
Non-current assets
Property, plant and equipment 10 - 1
Investments 11 17,000 17,000
17,000 17,001
Current assets
Trade and other receivables 12 10,055 8,832
Cash and cash equivalents 13 44 117
10,099 8,949
Total assets 27,099 25,950
Shareholders' equity
Called up share capital 16 226 226
Share premium 17 20,876 20,876
Retained earnings 17 1,940 1,700
Total equity 23,042 22,802
Liabilities
Current liabilities
Trade and other payables 14 4,057 148
4,057 148
Non-current liabilities
Trade and other payables 14 - 3,000
Total liabilities 4,057 3,148
Total equity and liabilities 27,099 22,950
As permitted by Section 408 of the Companies Act 2006, the income statement of
the Company is not presented as part of these financial statements. The
Company's profit for the financial year was £1,385k (2022 - £1,382k).
The financial statements were approved by the Board of Directors on 18 April
2024 and were signed on its behalf by:
J Pugsley - Director
Company statement of change in equity
Note Called up share capital Retained earnings Share premium Total equity
£'000 £'000 £'000 £'000
Balance at 1 January 2022 226 1,454 20,876 22,556
Changes in equity
Dividends 7 - (1,136) - (1,136)
Total comprehensive income - 1,382 - 1,382
Balance at 31 December 2022 226 1,700 20,876 22,802
Changes in equity
Dividends 7 - (1,145) - (1,145)
Total comprehensive income - 1,385 - 1,385
Balance at 31 December 2023 226 1,940 20,876 23,042
Notes:
· Share premium relates to the consideration paid for ordinary
share capital in excess of the nominal value of the ordinary share capital.
Notes to the financial statements
1. Statutory information
Vector Capital Plc is a public limited company, registered in England and
Wales. The Company's registered number and registered office address can be
found on the General Information, see page 1.
2. Accounting policies
Basis of preparation
The consolidated financial statements of the Group have been prepared using
the historical cost convention, on a going concern basis and in accordance
with UK-adopted international accounting standards and the Companies Act 2006
applicable to companies reporting under IFRS, using accounting policies which
are set out below and which have been consistently applied to all years
presented, unless otherwise stated.
The financial statements of the Company have been prepared using the
historical cost convention, on a going concern basis and in accordance with
Financial Reporting Standard 101 "Reduced Disclosure Framework" ('FRS 101')
and the requirements of the Companies Act 2006. The Company will continue to
prepare its financial statements in accordance with FRS 101 on an ongoing
basis until such time as it notifies shareholders of any change to its chosen
accounting framework.
In accordance with FRS 101, the Company has taken advantage of the following
exemptions:
• Requirements of IAS 24, 'Related Party Disclosures' to disclose related
party transactions entered into between wholly owned members of the group;
• the requirements of paragraphs 134(d) to 134(f) and 135I to 135(e) of IAS
36 Impairments of Assets, removes many of the disclosure requirements around
the recoverable amounts of cash units with indefinite useful economic life;
• the requirements of IFRS 7 Financial Instruments: Disclosures in relation
to the significance of financial instruments along with the nature and extent
of risks arising from those financial instruments;
• the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A,
40B, 40C, 40D and 111 of IAS 1 Presentation of Financial Statements, removes
the requirement to prepare a statement of cash flows, retrospective
restatement and comparative information for narrative disclosures beyond IFRS
requirements;
• the requirements of IAS 7 to prepare a Statement of Cash Flows;
• the requirements of paragraphs 134 to 136 of IAS 1 Presentation of
Financial Statements, to disclose information around objectives, policies and
process for managing capital;
• the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies,
Changes in Accounting Estimates and Errors.
New and amended standards adopted by the Group
The most significant new standards and interpretations adopted are as follows:
Ref Title Summary Application date of standards (periods commencing)
IAS1 Presentation of Financial Statements Amendments regarding the classification of liabilities 1 January 2023
Amendments to defer effective date of the January 2020 amendments 1 January 2023
IFRS 17 Insurance contract Internationally consistent approach to the accounting for insurance contracts. 1 January 2023
IAS 8 Definition of Accounting Estimates Defines accounting estimates and clarifies that the effects of a change in an 1 January 2023
input or measurement technique are changes in accounting estimates.
IAS 12 Deferred Tax relating to Assets and liabilities arising from a Single Additional criterion for the initial recognition exemption under IAS 12.15, 1 January 2023
Transaction (Amendments to IAS 12) whereby the exemption does not apply to the initial recognition of an asset or
liability which at the time of the transaction, gives rise to equal taxable
and deductible temporary differences.
New standards and interpretations not yet adopted
Unless material the Group does not adopt new accounting standards and
interpretations which have been published and that are not mandatory for 31
December 2023 reporting periods.
No new standards or interpretations issued by the International Accounting
Standards Board ('I'SB') or the IFRS Interpretations Committee ('IF'IC') as
adopted by the UK Endorsement Board have led to any material changes in the
Company's accounting policies or disclosures during each reporting period.
There are a number of new and revised IFRSs that have been issued but are not
yet effective that the Company has decided not to adopt early. The most
significant new standards and interpretations to be adopted in the future are
as follows:
Ref Title Summary Application date of standards (periods commencing)
IFRS 16 Leases on sale and leaseback Requirements for sale and leaseback transactions in IFRS 16 to explain how an 1 January 2024
entity accounts for a sale and leaseback after the date of the transaction.
IAS 1 Non-current liabilities with covenants Aims to improve information an entity provides relating to liabilities subject 1 January 2024
to covenants.
IAS 7 and IFRS7 Supplier finance Additional disclosure regarding supplier finance arrangements and their 1 January 2024
effects on an entity's liabilities, cash flows and exposure to liquidity risk.
Going concern
The financial statements are prepared on a going concern basis as the
Directors are satisfied that the Group's forecasts and projections,
considering potential changes in trading patterns, indicate that the Group
will be able to continue current operations for the foreseeable future.
The Group's wholesale borrowing facilities totalling £45m are due for renewal
in July and October 2024, on a rolling annual contract, the Group maintain a
good working relationship with both providers and are confident the facilities
will be renewed.
The Directors have obtained comfort from its majority shareholder, Vector
Holdings Limited, that Group loans totalling £4.0m at the date of these
statements, £3.5m at the date of approval, is not intended to be recalled
within 12 months of the year end and that repayment of the loan requires the
approval of the Company's non-executive board members. On 18 April 2024 the
loan was extended to December 2026.
After making enquiries, the Directors have a reasonable expectation that the
Company has adequate resources to continue in operational existence for the
foreseeable future. Accordingly, they continue to adopt the going concern
basis in preparing the annual report and financial statements.
Basis of consolidation
Subsidiaries are all entities over which the Group has control. The
subsidiaries consolidated in these Group accounts were acquired via group
re-organisation and as such merger accounting principles have been applied.
The subsidiaries financial figures are included for their entire financial
year rather than from the date the Company took control of them.
The Company acquired its 100% interest in Vector Asset Finance Limited ("VAF")
and Vector Business Finance Ltd ("VBF") in 2019 by way of a share for share
exchange. This is a business combination involving entities under common
control and the consolidated financial statements are issued in the name of
the Group but they are a continuance of those of VAF and VBF.
Therefore, the assets and liabilities of VAF and VBF have been recognised and
measured in these consolidated financial statements at their pre combination
carrying values. The retained earnings and other equity balances recognised in
these consolidated financial statements are the retained earnings and other
equity balances of the Company, VAF and VBF. The equity structure appearing
in these consolidated financial statements (the number and the type of equity
instruments issued) reflect the equity structure of the Company including
equity instruments issued by the Company to affect the consolidation. The
difference between consideration given and net assets of VAF and VBF at the
date of acquisition is included in a Group reorganisation reserve.
Inter-company transactions, balances and unrealised gains on transactions
between Group companies are eliminated during the consolidation process.
The subsidiaries prepare their accounts to 31 December under FRS101, there are
no deviations from the accounting standards implemented by the company.
Where necessary accounting policies of subsidiaries have been changed to
ensure consistency with the policies adopted by the Group.
Property, plant and equipment
Property, plant and equipment is initially measured at cost and subsequently
measured at cost or valuation, net of depreciation and any impairment
losses. Depreciation is provided at the following annual rates in order to
write off each asset over its estimated useful life.
Fixtures and fittings - 20% on cost
Computer equipment - 25% on cost
Taxation
Current taxes are based on the results shown in the financial statements and
are calculated according to local tax rules, using tax rates enacted or
substantially enacted by the statement of financial position date.
Employee benefit costs
The Group operates a defined contribution pension scheme. Contributions
payable to the Group's pension scheme are charged to the income statement in
the period to which they relate.
Revenue Recognition
Revenue comprises of interest income, setup and renewal fees and dividend
income. Interest income is recognised using the effective interest method. Set
up fees are generally recognised on the accruals basis when the service has
been provided. The policies adopted are as follows -
· Interest income is recognised using the effective interest
method. The effective interest method calculates the amortised cost of a
financial asset and allocate the interest income over the relevant period. The
effective interest rate is the rate that discounts estimated future cash
payments or receipts through the expected life of the financial instrument or,
when appropriate, a shorter period to the net carrying amount of the financial
asset. When calculating the effective interest rate, all contractual terms of
the financial instrument and lifetime expected credit losses are considered.
· Setup and renewal fees are recognised in accordance with the
stage of completion.
· Dividend income is recognised as the company's right to receive
payment is established. Each is then shown separately in the income statement
and other comprehensive income.
Investments (Company only)
Investment in subsidiaries is initially measured at cost and subsequently each
year re-measured at fair value. Gains or losses arising from changes in fair
values of investments are included in income statement in the period in which
they arise.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and time, call and current
balances with banks and similar institutions, which are readily convertible to
known amounts of cash and which are subject to insignificant risk of changes
in value. This definition is also used for the statement of cash flows.
Financial instruments
Financial assets and financial liabilities are recognised when the company
becomes party to the contractual provisions of the instrument. Financial
assets and financial liabilities are initially measured at the transaction
amount which is equivalent to fair value. See Note 21.
Transaction costs that are directly attributable (other than financial assets
or liabilities at fair value through the income statement) are added to or
deducted from the fair value as appropriate, on initial recognition.
Financial assets
Financial assets are subsequently classified into the following specified
categories:
- financial assets at fair value through the income statement, including held
for trading;
- fair value through other comprehensive income; or
- amortised cost.
The classification depends on the nature and purpose of the financial asset
(i.e. the Company's business model for managing the financial assets and the
contractual terms of the cash flows) and is determined at the time of initial
recognition.
Financial assets are classified as at fair value through other comprehensive
income if they are held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets, and the
contractual terms of the financial asset give rise on specified dates to cash
flows that are solely payments of principal and interest on the principal
amount outstanding. They are measured at amortised cost if they are held
within a business mode whose objective is to hold financial assets in order to
collect contractual cash flows and the contractual terms give rise on
specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
Financial assets not held at amortised cost or fair value through other
comprehensive income are held at fair value through the income statement.
Trade receivables
Trade receivables are amounts due from customers in relation to commercial
lending provided as part of the ordinary course of business. If collection is
expected in one year or less (as is the normal operating cycle of the
business), the receivables are classified as current assets, if not, they are
presented as non-current assets.
Loans made by the Group are initially recognised at cost, being the fair value
of the consideration received or paid associated with the loan or borrowing.
Loans are subsequently measured at amortised cost using the effective interest
method where appropriate, less any impairment for loans. The loan will be
de-recognised when the Group is no longer eligible for the cash flows from it.
The credit risk of trade receivables is considered low due to the legal
charges held by the Group. The Directors regularly review the trade
receivables to ensure security held is sufficient to maintain a low level of
risk. Where defaults occur, the company uses its legal powers to seize assets
held as security and liquidate them in order to recover the debt. Should the
security diminish in value and credit risk is re-assessed as higher the
Directors will make a provision for bad debts which will represent a charge to
the Income statement.
There is no Grouping for credit risk, each trade receivable is reviewed on its
own merit.
Financial liabilities
Financial liabilities are contractual obligations to deliver cash or another
financial asset.
All financial liabilities are measured at amortised cost, except for financial
liabilities at fair value through the income statement. Such liabilities
include derivatives, other liabilities held for trading, and liabilities that
an entity designates to be measured at fair value through profit or loss (see
'fair value option' below).
All interest-bearing loans and borrowings are classified as financial
liabilities at amortised cost.
De-recognition
De-recognition of financial assets and liabilities is the point at which an
asset or liability is removed from the financial statement.
Financial assets are de-recognised when the rights to receive cashflows from
the assets have ceased and the Company has transferred substantially all the
risk and rewards of ownership of the asset.
Financial liabilities are de-recognised when the obligation is discharged,
cancelled or expired.
Impairment
Impairment of financial assets is recognised in stages:
· Stage-1 - as soon as a financial instrument is originated or
purchased, 12-month expected credit losses are recognised in the income
statement and a loss allowance is established. This serves as a proxy for the
initial expectations of credit losses. For financial assets, interest revenue
is calculated on the gross carrying amount (i.e. without deduction for
expected credit losses).
· Stage-2 - if the credit risk increases significantly and is not
considered low, full lifetime expected credit losses are recognised in the
income statement. The calculation of interest revenue is the same as for Stage
1.
· Stage-3 - if the credit risk of a financial asset increases to
the point that it is considered credit-impaired, interest revenue is
calculated based on the amortised cost (i.e. the gross carrying amount less
the loss allowance). Financial assets in this stage will be assessed
individually. Lifetime expected credit losses are recognised on these
financial assets.
On an ongoing basis the Company reviews and assesses whether a financial asset
is impaired.
Expected credit losses are calculated based on the Company review using
objective tests of security held, defaults, market conditions and other
reasonable information available to the Company at the time of review. There
is no Grouping for credit risk, each trade receivable is reviewed on its own
merit.
Losses as a result of the review are recognised in the Income Statement.
Borrowing costs
All borrowing costs are recognised in the Income Statement in the period in
which they are incurred.
Critical accounting estimates and judgements
The preparation of financial information requires management to make
judgements, estimates and assumptions that affect the application of
accounting policies and the reported amounts of assets, liabilities, income
and expenses. Actual results may differ from these estimates.
Estimates and assumptions are reviewed by the Directors on an ongoing basis.
Revisions or amendments to the accounting estimates are recognised in the
period in which the estimate is revised and in any future periods affected.
The Directors consider that loan impairment provision is the most important to
the true reflection of the Company's and the Group's position.
Loan impairment provisions
The Directors monitor debts carefully, the company operates tight controls to
ensure bad debts are minimised, including the holding of adequate legal
security. Where debts become overdue management assess the collectability of
the debt on a case-by-case basis, where doubts exist over the recoverability
provisions will be made and charged to the Income statement.
Financial risk management
The Group's risk management is controlled by the board of Directors. The
Board identify, evaluate and mitigates financial risks across the Group.
Financial risks identified and how these risks could affect the Group's future
financial performance are listed below;
Market risk - interest rate
The Group holds borrowings from banks at variable rates which are linked to
lending provided to customers. The risk is measured through sensitivity
analysis. The risk is managed via monitoring of base rates when new loans
and renewals are issued to maintain a suitable margin above cost. Since
loans are short term the exposure to higher rates is low.
Credit risk
The Group lends to third parties as included in trade debtors, there is a risk
of default from a borrower. Risk is measured by review of security held
compared to credit provided. the risk is management by undertaking thorough
valuations of security, obtaining legal charge and stringent onboarding
processes. At the year-end Group trade debtors of £48,702,104 (2022:
£53,229,641) represented 56% (2022: 57%) of the aggregate security held.
Liquidity risk
The risk the Company cannot meet its financial responsibilities such as
finance and operating expenses. The risk is measured by way of rolling cash
flow forecasts prepared by management, including undrawn borrowing facilities
and cash and cash equivalents. The risk is controlled by the timing and
availability of new finance for customers.
Capital risk
The Group's objective when managing capital is to safeguard the Group's
ability to continue as a going concern and to be profitable for its
shareholders. The board monitors capital by assessing liquidity, forecasts
and demand for lending on an ongoing basis.
3. Operating segments
The entire revenue and results of the Group are from a single operating
segment. The Group therefore does not consider requirement to disclose
segmental information necessary.
4. Employees and Directors
Labour costs for the period:
2023 2022
£'000 £'000
Wages and salaries 352 352
Social security costs 34 35
Other pension costs 24 24
410 411
The average number of employees during the year was as follows:
2023 2022
Admin and management 8 9
Directors' remuneration:
2023 2022
£'000 £'000
Salaries 187 197
Pension contributions 21 20
208 217
The highest paid director was paid remuneration of £107,500 during the year
(2022: £120,000), as disclosed in the report of the directors.
5. Profit before income tax
The profit before income tax is stated after charging:
2023 2022
£'000 £'000
Brokers' commissions 392 429
Depreciation - owned assets 1 1
Auditors' remuneration
Audit of Group 54 40
Non-audit services 3 3
57 43
811 212
Bad debt provision
Reversal of bad debt provision (83) -
Bad debt written off 9 -
737 212
6. Income tax
Analysis of tax expense
2023 2022
£'000 £'000
Current tax: Corporation tax 487 534
Notes to the financial statements (continued)
6. Income tax - continued
Factors affecting the tax expense
The tax assessed for the year is higher than the standard rate of corporation
tax in the UK. The difference is explained below:
2023 2022
£'000 £'000
Profit before tax 2,067 2,809
Expected tax charge based on the standard corporation tax rate of 23.52% 486 534
(2022; 19%)
Expenses disallowed for tax 1 -
Tax expense 487 534
The UK budget confirmed in March 2022 an increase in the main corporation tax
rate from 19% to 25% on profits over £250,000 with effect from 1 April
2023. The tax calculation above uses a blended rate of 23.52% to account for
the split tax year treatment.
7. Dividends
2023 2022
£'000 £'000
Ordinary shares of £0.005 each
Final 692 683
Interim 453 453
1,145 1,136
The final dividend for the 2022 financial year of 1.53p per share was paid on
1 June 2023.
The interim dividend for the year of 1.00 pence per share was paid on 29
September 2023.
8. Earnings per share
Basic earnings per share is calculated by dividing the earnings attributable
to ordinary shareholders by the weighted average number of ordinary shares
outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of
shares adjusted to assume the conversion of all dilutive potential ordinary
shares.
Reconciliations are set out below.
Earnings attributable to ordinary shareholders Weighted average number of shares Per share amount
£'000 '000 Pence
2023 Basic and Diluted EPS 1,580 45,244 3.49
2022 Basic and diluted EPS 2,275 45,244 5.03
Total shares issued 45,244,385 for the 2023 and 2022 periods.
There is no effect of dilutive securities since no options or warrants are in
existence at the period end.
9. Profit of parent company
As permitted by Section 408 of the Companies Act 2006, the income statement of
the parent company is not presented as part of these financial statements.
The parent company's performance statement was approved in accordance with
section 408(3), Companies Act 2006, the profit for the financial year was
£1,385k (2022: £1,381k).
10. Property, plant and equipment
Group and Company
Fixtures, Fittings and Equipment
£'000
Cost
At 1 January 2023 5
Disposals (4)
At 31 December 2023 1
Depreciation
At 1 January 2023 4
Charge for the year 1
Depreciation on disposals (4)
At 31 December 2023 1
Net book value
At 31 December 2023 -
At 31 December 2022 1
11. Investments
Company
Shares in Group Undertakings
£'000
Cost
At 1 January 2023 and 31 December 2023 17,000
Net book value
At 31 December 2023 17,000
At 31 December 2022 17,000
The Directors undertake an impairment review of the investments on an ongoing
basis, there are no indications of any requirement to impair due to the
strength of the subsidiaries and overall Group.
Shares in Group Undertakings comprises;
Name of entity Country of incorporation Ownership Principal activities
2023 2022
Vector Business Finance Ltd England and Wales 100% 100% Commercial lending
(Registered address: 2 Claridge Court, Lower Kings Road, HP4 2AF)
Vector Asset Finance Ltd England and Wales 100% 100% Commercial lending
(Registered address: 2 Claridge Court, Lower Kings Road, HP4 2AF)
12. Trade and other receivables
Group
2023 2022
£'000 £'000
Current
Trade debtors 45,891 51,709
Prepayments and accrued income 808 768
46,699 52,477
Non-current
Trade debtors 2,047 1,520
48,746 53,997
Company
2023 2022
£'000 £'000
Current
Amounts owed from Group Undertakings 10,031 8,816
Prepayments and accrued income 24 16
10,055 8,832
Trade receivables are stated after provisions for impairment of £928k (2022:
£200k). As follows:
Group
2023 2022
£'000 £'000
Provision for impairment of trade receivables - Current Assets
Balance brought forward 200 -
Utilisation of provision - -
Reversals of provision (83) -
Additional provisions 811 200
Balance carried forward 928 200
The above provision relates to credit impairment on potential bad debts, this
is based on the knowledge and information held by the Group at the year end
and to the point of approving the accounts. Whilst the timing of the
outflow of economic benefit is difficult to define it is believed to be within
1 year.
52% of trade receivables were held by third party secure funding (2022: 72%).
Trade receivables due after more than 1 year is not considered material and
therefore not reflected on the Balance Sheet.
Trade and other receivables are stated at amortised cost.
13. Cash and cash equivalents
Group
2023 2022
£'000 £'000
Bank account 306 688
Company
2023 2022
£'000 £'000
Bank account 44 117
14. Trade and other payables
Group
2023 2022
£'000 £'000
Current
Trade creditors 9 11
Social security and other taxes 13 12
Other creditors 18,470 25,544
Amounts owed to group undertakings 4,000 -
Accruals and deferred income 156 233
22,648 25,800
Non-current
Amounts owed to group undertakings - 3,000
Other creditors 712 558
712 3,558
Company
2023 2022
£'000 £'000
Current
Trade creditors 2 2
Social security and other taxes 13 12
Other creditors 15 1
Amounts owed to group undertakings 4,000 -
Accruals and deferred income 27 133
4,057 148
Non-current
Amounts owed to group undertakings - 3,000
- 3,000
Trade and other payables are stated at amortised
cost.
Following the renegotiation of the loan from Vector Holdings Limited on 28
December 2022, at the date of the financial statements the loan is due for
repayment in December 2024, it is therefore considered to be a current
liability. On 18 April 2024 the loan was extended to December 2026.
The following secured debts are included within creditors:
Group
2023 2022
£'000 £'000
Other creditors under 1 year 18,455 25,542
Other creditors over 1 year 712 558
19,167 26,100
There are no secured creditors in the Company.
Other creditors include bank finance which is secured against the associated
loans assigned to it by way of block discounting. These balances have not
been classified as banking facilities as the discounting facility is available
to drawdown against customer loans issued and have to be secured over the
property of the customer. Neither Vector Asset Finance Limited nor Vector
Business Finance Limited can use these facilities for working capital
requirements.
Vector Holdings Limited has provided a guarantee to the banks covering all
monies and liabilities due from Vector Asset Finance Limited and Vector
Business Finance Limited.
15. Capital commitments
There is no capital expenditure contracted at the year end.
16. Called up share capital
Class Nominal value 2023 2022
£ £'000 £'000
Allotted, issued and fully paid 45,244,385 Ordinary 0.005 226 226
Holders of ordinary shares are entitled to dividends as declared from time to
time and are entitled to one vote per share at general meetings of the
company.
17. Reserves
The following describes the nature and purpose of each reserve within equity:
Reserve Description
Share capital Amount subscribed for share capital fully paid.
Retained earnings Retained earnings represents all other net gains and losses and transactions
with shareholders (example dividends) not recognised elsewhere.
Share premium Excess subscribed above nominal value of shares. Included within share premium
are share issue costs which relate to commissions and other directly
attributable costs.
Group reorganisation reserve The difference between the consideration given and the net assets of the
subsidiaries upon acquisition.
18. Controlling party
Vector Holdings Limited, a company registered in England and Wales, is
regarded by the Directors as being the Company's ultimate parent company with
a holding of 75.15% (2023: 75.15%). Vector Holdings Limited financial
statements are publicly available at its registered address, 2 Claridge Court,
Lower Kings Road, HP4 2AF.
Mr A Jain, Director, is considered the ultimate controlling party by virtue of
his shareholding in Vector Holdings Limited, the ultimate parent company.
19. Related party disclosures
The following related party transactions occurred during the year;
Vector Holdings Ltd - ultimate parent company
· The Group owed £4,000k to the parent company (2022: £3,000k).
· Interest is payable at a rate of 6.25% per annum, there is no
requirement to make capital repayments.
· The Group paid £3k to the parent company (2022: £27.5k).
· Dividends totalling £860k were paid to the parent company (2022:
£853k).
· Vector Holdings Ltd has provided a guarantee to Aldermore Bank
and Shawbrook Bank covering all monies and liabilities due from the Group.
Jonathan Pugsley - Director
During the year, Allazo Ltd, a company controlled by Jonathan Pugsley, charged
accountancy fees of £10k (2022: £9k) to the Group.
Key Management Personnel
Key management personnel are those persons having authority and responsibility
for planning, directing and controlling the activities of the entity, directly
or indirectly, including any Directors (whether executive or otherwise). Key
Management Personnel are defined as the Directors, executive and
non-executive. The aggregate costs for the Group of Key Management Personnel
is;
2023 2022
£'000 £'000
Directors
Gross salaries 187 197
Social security 20 21
Pension 21 20
Non-directors
Gross salaries 53 51
Social security 6 7
Pension 1 1
288 297
20. Events after the reporting date
On 31 January 2024 the Group repaid £500k to its parent company Vector
Holdings Limited. The parent company extended the finance offering to the
Group by a further 2 years to December 2026. There are no other significant
events after the reporting date.
21. Financial instruments
Summary of the financial instruments held is provided below;
Group
2023 2022
£'000 £'000
Financial assets
Cash and cash equivalents 306 688
Trade and other receivables 48,702 53,959
49,008 54,647
Financial liabilities
Trade payables 9 11
Other payables 23,334 29,251
23,343 29,262
Company
2023 2022
£'000 £'000
Financial assets
Cash and cash equivalents 44 117
44 117
Financial liabilities
Trade payables 2 2
Other payables 4,038 3,051
4,040 3,053
The Group is exposed to market risk through its use of financial instruments
and it is the Boards responsibility for the determination of the Group's risk
management objectives and policies.
The Group is exposed to the following financial risks:-
· Market risk
· Credit risk
· Liquidity risk
Market risk
Market risk is the risk that movements in market factors, such as foreign
exchange rates, interest rates, equity prices and commodity prices will reduce
the Group's income or value of its assets.
The principal market risk to which the Group is exposed is interest rate risk.
Interest rate risk
Risk that the future cash flows of a financial instrument will fluctuate
because of changes in market interest rates.
The Group engages in block finance, secured against the loan book. The
policy to minimise this risk to fix the rate of interest on bank finance for
the term of the customer loan, this means any fluctuations in interest rates
are only affected at the point of commencement of the loan. The interest
rate offered to customers is therefore controlled to fluctuate and mitigate
the changes in bank finance rates.
The table below shows the sensitivity of profit and equity to a possible
change in interest rates of +/- 1%. These changes are considered reasonable
despite market conditions implying the most likely movement is a reduction in
base rates. The calculations are based on a change in the average market
interest rate for each period, and the financial instruments held at each
reporting date that are sensitive to changes in interest rates. All other
variables are held constant.
Profit for the year Equity
+1% (£'000) -1% (£'000) +1% (£'000) -1% (£'000)
31 December 2023 288 (288) 216 (288)
31 December 2022 271 (271) 220 (271)
The above does not take account of the Group's ability to adjust its rates at
different amounts compared to base which would correct for any reductions in
interest rates to maintain profit margins.
Credit risk
Credit risk is the risk that a customer will default on its contractual
obligations resulting in financial loss to the Group. The Group's main
income generating activity is lending to customers and therefore credit risk
is a principal risk.
The Group lends to third parties as included in trade debtors, there is a risk
of default from a borrower. Risk is measured by review of security held
compared to credit provided, the risk is managed by undertaking thorough
valuations of security, obtaining legal charge and stringent onboarding
processes. At the year end, Group trade debtors, inclusive of accrued
interest, of £48,702k (2022: £53,959k) represented 56% (2022: 58%) of the
security held. During the year the Group expensed expected credit losses of
£737k against the risks of bad or doubtful debts (2022: £212k).
The Group manages credit risk by:
· Ensuring appropriate practices and internal controls are in
place;
· Obtaining good quality security against the credit provided;
· Developing and maintaining the Group's processes for measuring
Expected Credit Loss (ECL including monitoring of credit risk, incorporating
future information and outlook;
· Maintaining a robust framework regarding authorisation,
observation and control utilising key experts in specialist fields.
Identifying significant increases in credit risk
The short-term nature of the lending mitigates against adverse effects of
changes in economic conditions and/or the credit risk profile of the
counterpart. Nevertheless, the Group monitors changes in customer risk
profiles through review of behaviours, loan service performance and the value
of assets held as security. Warnings of a significant increase in credit
risk include:
· Overdue interest arrears, once past 30 days the account enters an
initial stage of default;
· Repeat late payers of interest;
· Overdue redemption and failure to secure alternative finance;
· Evidence to suggest a customer has reduced working capital
facilities or they have a deteriorated credit profile;
· Evidence of diminished asset value, whether it be due to the
customer or external factors.
The Group aims to work with customers to find a workable solution and in most
cases an amicable resolution is found, where this is not the case the Group
may;
· Charge default interest surcharge on the loan;
· Call in the loan and demand repayment;
· Appoint a receiver to action the sale of secured assets to
recover the debt;
· Take legal action against the customer to recover debts.
Identifying default loans and credit impaired assets
The Group define a loan in default as being in arrears by more than 90 days, a
borrower has not maintained their terms and conditions of their loan or other
significant warnings as listed above.
Assessment of risk
The foundation of all lending in the Group is the security held, it is
therefore paramount in determining the risk level of a loan. This is
standard across the lending industry with Loan to Value (LTV) being the main
driver to loan risk and the associated interest offered to the borrower.
Trade and other receivables split into relevant risk assessment by LTV:
Loan to Value 2023 2022
Risk level £'000 £'000
Up to 50% Low 10,847 9,044
50% to 70% Average 13,741 22,470
70% to 80% Above Average 14,790 22,445
Above 80% High 9,324 -
48,702 53,959
The Group's loan book is represented by security held totalling £87,485k
(2022; £93,532k). This is made up of land and property, due to the
macro-economic conditions property values either remained constant or
retracted during the year. These movements are not considered significant
and any deterioration in value is deemed to be short term.
Credit loss policy
Once a loan is identified as being in serious default the Group will make a
decision on credit impairment, this will look at the gross debt compared to
the security held which will then be revalued to a distressed valuation. In
addition, forward looking information is used to determine the expected credit
loss, this may include knowledge of property valuations and other
macro-economic information.
Debts are then provided for specifically with the provision for the credit
loss, over a 12 month period, being classified as an expense to the Income
statement.
At the year end the Group had provisions for expected credit losses of £928k
(2022: £200k), the increase was due to specific default loans showing signs
of distress and so the recoverability was re-assessed, see Note 12.
Liquidity risk
The risk the Group cannot meet its financial responsibilities such as finance
and operating expenses. This is caused by timing differences between
obligated cash outflows and cash inflows, this imbalance if not managed could
mean the Group would not have sufficient resources to meet its obligations
when they are due.
Management of Liquidity risk
The Group has a framework in place to monitor and manage the liquidity risk.
The risk is measured by way of rolling cash flow forecasts prepared by
management, including undrawn borrowing facilities and cash and cash
equivalents.
The most significant liquidity risk is on the block discounting, the Group
have controls in place to monitor and foresee when cash outflows are becoming
due. The amounts and due dates are contracted and so the risk to volatility
is low, in addition there are several built in buffers with the finance
providers which give an extra layer of comfort.
By withholding funding of new loans or refinancing the obligation the Group
maintains a healthy cashflow and manages liquidity risk.
Maturity analysis for financial liabilities:
Carrying amount £'000 Less than 1 month £'000 1 - 3 months £'000 3 - 12 months £'000 1 - 5 >5 years
years £'000 £'000
31 December 2023
Block discounting 19,167 4,826 3,945 9,684 712 -
Loans 4,000 - - 4,000 - -
Other payables 176 176 - - - -
23,343 5,002 3,945 13,684 712 -
31 December 2022
Block discounting 26,100 2,704 7,004 15,834 558 -
Loans 3,000 - - - 3,000 -
Other payables 161 161 - - - -
29,261 2,865 7,004 15,834 3,558 -
The above outlines the positions of finance at the year end, it does not
include subsequent extensions or repayments. In practice many of the block
finance loans are extended by a further 12 months as part of the agreed
operational conditions.
The loan balance relates to the loan from the Parent company which was
extended on 18 April 2024, making it due within 1-5 years.
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. END FR UWSBRSBUSAARRecent news on Vector Capital
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