20
2323
We respectfully acknowledge the Traditional Owners
of lands across Australia and pay our respects to
their Elders, past, present and emerging.
Our head office is located on Gadigal land.
MA FINANCIAL GROUP LIMITED
Registered office
Principal place of business
Level 27, Brookfield Place
10 Carrington Street
Sydney NSW 2000
Tel: + 61 2 8288 5555
MAFinancial.com
KEY CONTACT:
Jane Clapcott
jane.clapcott@mafinancial.com
MA Financial Group | 2023 Annual Report
2
01 ABOUT
FY23 at a glance
About MA Financial
Independent Chair’s letter
Joint Chief Executive Officers’ letter
Year in review
Sustainability report
02 SUSTAINABILITY REPORT
03 DIRECTORS’ REPORT
Remuneration report
Directors’ report
Auditor’s independence declaration
04 FINANCIAL REPORT
Statement of financial position
Statement of profit or loss and other comprehensive income
Statement of changes in equity
Statement of cash flows
Notes to the financial statements
Directors’ declaration
Independent auditor’s report
05 ADDITIONAL INFORMATION
Investor information
Glossary
Corporate directory
4
7
9
11
13
23
35
46
66
71
72
73
74
75
148
149
156
158
160
MA Financial Group | 2023 Annual Report
3
MA Financial Group | 2023 Annual ReportFY23 at a glance
↗↗ $9.2b
Assets under Management
18% increase from FY22
↔↔ 20.0¢
Full year dividend
per share fully franked (¢)
in line with FY22
↘ ↘ $269.9m
Underlying revenue1
11% decrease from FY22
↗↗ $1.9b
↗↗ $123.1m ↘ ↘ $81.6m
Record Asset Management
gross fund inflows
27% increase from FY22
Cash and
undrawn facilities2
11% increase from FY22
Underlying EBITDA1
24% decrease from FY22
↗↗ $178m
Underlying
recurring revenue
23% increase from FY22
↗↗ $110b
Finsure Managed Loans
21% increase on FY22
FY23 acquisition
Rebranded as
↘ ↘ $41.6m
Underlying NPAT1
32% decrease from FY22
↘ ↘ 26.0¢
Underlying earnings
per share1
32% decrease from FY22
↗↗ $829m
MA Money loan book
244% increase on FY22
↗↗ $8.1m
MA Foundation donations
since establishment
in 2018
↘ ↘ 10.6%
Underlying Return
on Equity1, 3
33% decrease on FY22
1. Underlying revenue, Earnings Before Interest, Taxation, Depreciation and Amortisation (EBITDA), Net Profit After Tax (NPAT), Return on
Equity (ROE), Earnings Per Share (EPS) and other measures of Underlying performance are not prepared in accordance with International
Financial Reporting Standards (IFRS) and are not audited. Detailed reconciliations between the Underlying and statutory measures are set
out in note 3 of the 2023 Financial Report and in the Group’s FY23 Investor presentation.
2. Represents Operating balance sheet cash plus undrawn amount of working capital facility.
3. Underlying ROE is Underlying NPAT divided by average equity for the year.
4
MA Financial Group | 2023 Annual ReportFinancial Review
Property Summit
Gold PartnerSTAGE 600mmPlatinum PartnerPresenting PartnerSupporting PartnersAbout MA Financial
We invest. We lend. We advise.
ASSET MANAGEMENT
$9.2b AUM
18% increase on FY22
MA Financial Group is a global alternative
asset manager specialising in private
credit, real estate, and hospitality. We lend
to the property, corporate, and specialty
finance sectors, in addition to providing
corporate advice.
We invest in and manage $9.2 billion on behalf of our
clients, oversee more than $110 billion in Managed
Loans, and have advised on over $120 billion in advisory
and equity capital market transactions since 2009.
Today we employ more than 600 professionals across
Australia, China, Hong Kong, New Zealand, Singapore,
and the United States.
Our vision and purpose
Our vision is to create an environment of enterprise,
optimism, and partnership. To place the interests of
our clients above all else, and work together as co-
creators of long-term value. Our purpose is to create
sustainable, long-term value for our clients.
We believe in unlimited potential
At MA Financial, unlimited potential is more than just a
perspective. It is an unwavering belief in the potential
of our people and our clients. We aim to harness the
best in contemporary financial thinking to deliver
innovative approaches to unlock value.
Asset Management
We are a global alternative asset manager specialising
in private credit, real estate, hospitality, unique
operating assets and private equity and venture
capital. We also manage traditional asset classes
including equities, bonds, and cash. We offer solutions
for wholesale, retail and institutional investors who
entrust us to manage $9.2 billion on their behalf.
Our investment teams have diverse skill sets and
experience across a range of strategies and market
conditions and are focused on delivering long-term
growth. We seek opportunities based on sound market
fundamentals, investing with discipline and rigour.
As active managers, we directly handle our real estate
and hospitality assets, as well as manage loans in
our Credit funds. We firmly believe that hands-on
management and in-house expertise lead to improved
risk management and stronger long-term asset
performance for our clients.
7
MA Financial Group | 2023 Annual ReportAbout MA Financial
LENDING & TECHNOLOGY
CORPORATE ADVISORY & EQUITIES
$110b
$3.5b
Finsure Managed Loans for FY23
Transactions for FY23
Lending & Technology
Our Lending & Technology division leverages our
combined expertise in credit advisory and credit
investment. This division includes a technology
advanced Residential Lending Marketplace and
a range of lending solutions for individuals and
businesses in Australia and worldwide. Our global
lending ecosystem encompasses a substantial $110
billion in loans.
Residential Lending Marketplace
Founded in 2022 through the acquisition of Finsure,
our Residential Lending Marketplace oversees
$110 billion in loans for 400,000 borrowers. Integrating
seamlessly with our residential lender MA Money and
Middle, a digital tool aiding brokers in gathering verified
financial data for loan applications, the Marketplace
is instrumental in achieving our goal of becoming a
significant player in Australia’s $2 trillion residential
mortgage market.
Corporate Advisory & Equities
In partnership with global investment bank Moelis &
Company, we provide financial advice for clients across
mergers and acquisitions and strategic advisory, equity
and debt capital markets, capital structure advisory,
equities research and trading.
Our specialised sector capabilities include real estate,
credit and restructuring, resources technology and
small to mid-cap industrial companies.
We maintain a strong strategic alliance with Moelis
& Company, a global investment bank listed on the
NYSE, holding 13.2% of our Group’s issued capital.
This partnership proves mutually advantageous as
it provides clients access to a worldwide network of
advisory executives, fostering collaboration on cross-
border or industry-specific mandates.
8
MA Financial Group | 2023 Annual ReportIndependent Chair’s letter
Jeffrey Browne
Independent Chair and
Non-Executive Director
I am extremely pleased with how MA Financial Group has weathered a
challenging year, characterised by rising interest rates, increased geopolitical
tensions and volatile investment markets. Our business demonstrated
its resilience and the benefits of a deliberate strategy to diversify our
revenue streams.
MA Financial is a financial services business, founded in 2009. It operates a
diverse range of activities. These can be simply described as:
• Asset Management. Specialist in alternative assets with a total of $9.2
billion of AUM;
• Lending & Technology. Focusing on residential mortgages and specialty
finance sectors. These streams have grown to encompass in excess of
$110 billion of loans; and
• Corporate Advisory & Equities. We operate actively in our domestic market
and in close association with global investment bank Moelis & Company.
Record inflows into our Asset Management funds, accelerating growth in
MA Money’s loan book, and the continued growth of Finsure’s mortgage
aggregation platform highlights that we are on track to deliver on our medium-
term growth ambitions.
Group earnings per share (EPS) in 2023 were down on the previous year.
However, lower revenue, and its impact on EPS, can be attributed to a number
of industry wide factors such as depressed Corporate Advisory activity and
weak investment markets materially reducing performance fees relative to
2022. These two factors underline the market related, and less predictable
nature of such revenues, relative to our more predictable and growing annuity
style revenues. Revenues that we consider to be recurring in nature increased
23% year-on-year, driven by record inflows into our managed funds. In 2023,
66% of the Group’s revenue was derived from sources that we consider
recurring in nature versus 48% in 2022, thus significantly improving the
quality of our earnings.
On the cost side of the EPS equation our deliberate investment in growth
initiatives impacted EPS by approximately 5 cents. However, this spending is
strategic and very much planned, and we firmly believe in the value of investing
today to reap rewards in the future. This investment spending related to MA
Money, our US credit investment platform, opening offices in Singapore and
New Zealand and on growing our marketing, brand and distribution capability.
In particular, we see growing our brand as a critically important task as we
deepen our distribution capability and breadth, alongside innovating the nature
and number of our investment funds and lending products.
We continued to invest in the build out of our Residential Lending Marketplace,
harnessing the opportunity to scale into Australia’s $2 trillion mortgage market
by leveraging the strategic strengths of the MA platform. Our investment in
residential mortgage lender MA Money, represents a near-term earnings drag
to the business but offers a significant opportunity to deliver highly scalable
earnings growth over time. MA Money’s loan book accelerated over the
year and is now at $829 million. The business remains on track to deliver an
anticipated net profit after tax of $15 million to $20 million in 2026.
9
MA Financial Group | 2023 Annual ReportWe have also continued to grow Middle, an exciting
digital experience for mortgage brokers and borrowers,
which we have developed in house and believe will
transform the efficiency in which mortgage brokers
do business. Middle makes the process of securing a
home loan easier and faster for both the consumer and
their broker. This platform began gaining momentum
in the second half of 2023, and in January 2024 over
$500 million worth of loan applications were received
through its digital platform. We can see Middle rapidly
heading toward processing $1 billion in residential loan
applications monthly. As with all technology platforms
achieving user acceptance and scale in user volume is a
process that takes time and money to achieve. However,
we are very pleased and excited by the growth in volume
and our investment in the platform.
Middle has also been an important tool in achieving
improved user experience to mortgage brokers
subscribing to our Finsure aggregation platform, thus
assisting Finsure to grow the number of brokers using
its market leading technology and services.
We are constantly balancing the need to invest for
growth whilst delivering returns to shareholders in
the near term. The Group is building several highly
scalable business platforms in deep markets in Australia
and offshore that we believe will deliver significant
growth over the medium term. We have a track record
that demonstrates our ability to deliver on these
investments. In 2017 and 2018 the Group began to
strategically invest in its Private Credit fund platform
and domestic distribution capabilities to diversify the
Group’s investment product and sources of funds. Fast
forward to 2023 and our Private Credit funds received
a record $1.7 billion of gross inflows during the year and
57% of the Group’s gross fund inflows were received
from domestic sources. We will continue to invest
to scale and diversify our business for medium and
long-term growth.
The Board’s confidence in the outlook for the business
is reflected in its declaration of a fully franked final
dividend of 14 cents per share taking our full year’s
dividend to 20 cents per share, fully franked.
The growth of our Private Credit funds continues to
bolster recurring revenue, driving record flows into the
Group’s Asset Management funds in 2023. Assets under
Management grew 18% to $9.2 billion over the year and
up from $1.1 billion when we listed back in 2017.
There is a global trend towards investment in unlisted
alternative asset classes and the attractive, consistent
yield-based returns they can provide. This shift is being
driven by increased savings pools, the wish for reliable
income streams and lower investment volatility. We
identified these dynamics several years ago when we
began building an Asset Management business to
focus on direct investment in Credit, Hospitality and
Real Estate. MA Financial is well positioned as a global
manager of alternative assets to continue to take
advantage of these investment trends.
In October, we announced a significant milestone in the
evolution of MA Financial Group unveiling a new strong,
clear and more recognisable logo, and a re-branding
of our website and intranet. We believe this refresh is
important as we expand into new markets and strive
to become a trusted household name in the delivery of
financial services.
Since our inception in 2009, we have always embraced
change, seizing new opportunities for growth and
adjusting to market dynamics. Evolving our ‘look and
feel’ is a natural progression in our journey, and we
believe this investment in our brand will play a crucial
role in positioning us for future success. Our mantra,
‘We invest. We lend. We advise,’ succinctly describes
our multifaceted, but complimentary activities,
providing clarity to our clients about the breadth of
our services.
The quality of our people remains the real key to our
ongoing success. We’ve invested in the retention and
development of our key personnel and talent during
a challenging year. Acknowledging that attracting,
developing and retaining the best people is essential to
the Group’s long-term success. We continue to refine
our remuneration structures to provide appropriate
incentivisation for senior staff that aligns with positive
shareholder outcomes.
As MA Financial’s activities grow and diversify, the
Board continues to enhance its focus on sustainability.
Our third annual Sustainability report reflects our
maturity in environmental, social, and governance
practices. In 2023, we developed a Climate Change
Action Plan, taking steps that will enable us to
advance our emissions reduction targets in 2024.
Simultaneously, we made significant investments
in cybersecurity and other risk controls, corporate
governance, and training.
After adding three independent directors to our Board
in recent years, I am delighted with the performance
of the Board during 2023. Our independent directors
bring a diverse range of skills, greatly contributing to the
governance and oversight of MA Financial Group. I am
extremely pleased with the blend of skills, contribution
and the rhythm and harmony between all of our
Directors and I believe we are positioned very well as a
Board, to oversee the growth of the business.
I extend my gratitude to our Board, senior executives,
and all employees for their continued hard work and
dedication in 2023.
Jeffrey Browne
Independent Chair and Non-Executive Director
10
MA Financial Group | 2023 Annual ReportJoint Chief Executive Officers’ letter
Christopher Wyke &
Julian Biggins
Joint Chief
Executive Officers
Our financial results for 2023 underscore the success of our diversified
and resilient business strategy, enabling us to invest and expand while
delivering strong returns for our shareholders.
MA Financial Group delivered an Underlying net profit of $41.6 million,
equivalent to 26 cents per share. This was down 32% on the 2022 result as
difficult markets impacted transactional and performance fees, coupled
with planned strategic investment into growth areas such as MA Money,
Middle technology, our US credit platform, brand and our distribution
platform. This investment represented an impact on our EPS of 5 cents per
share. However, from the day we founded MA Financial in 2009 we have
believed in investing today, for tomorrow.
Importantly, the Group’s recurring revenue increased 23% in 2023 driven
by record inflows into our Asset Management funds and the ongoing
growth of the Finsure mortgage aggregation platform. The ongoing growth
in recurring revenue is delivering a high-quality profile for this business
with 66% of Underlying revenue in 2023 from sources that we consider
recurring in nature versus 48% in the year prior.
Our Asset Management division is the major contributor to Group earnings
delivering 80% of the Group’s Underlying EBITDA in 2023. Record gross
inflows of $1.9 billion, an increase of 27% on the previous year, were
driven by strong growth in our two key Private Credit strategies, both
of which surpassed $1 billion funds under management in the year, and
investor demand for the MA Marina Fund, a new alternative asset class for
the Group.
At our IPO in 2017 we had a total of $1.1 billion of Assets under Management
and revenue of $107 million, yet just six years later we delivered $270
million in revenue and had $9.2 billion of Assets under Management.
Asset Management inflows in 2023 materially exceeded our total AUM at
listing. It is very satisfying to us that our dual focus on achieving attractive
earnings whilst innovating and investing for long-term growth is working.
The development of our Residential Lending Marketplace within the
Lending & Technology division continued at pace in 2023. Finsure grew its
managed loans by 21% on the previous year to $110 billion and the number
of mortgage brokers on its award-winning platform increased to 3,129,
up 19% on the previous year. Middle, our proprietary technology platform
that materially improves the digital data collection process for mortgage
brokers and borrowers began to gain traction in second half of 2023. In
January 2024 over $500 million of loan applications were received on our
digital platform and we anticipate this will increase to $1 billion monthly by
the end of first half 2024.
The Group’s new residential mortgage lender, MA Money, grew its loan
book by 244% to $829 million at 31 December 2023, as it built momentum
over the year. We will continue to invest in MA Money’s product and
platform, which is a near-term drag on earnings but represents a significant
opportunity to scale into Australia’s $2 trillion residential mortgage market.
We see MA Money as becoming run-rate breakeven in the second half of
2024, and in future years becoming a strong contributor to our earnings.
11
MA Financial Group | 2023 Annual ReportJoint Chief Executive Officers’ letter
MA MONEY
MA MONEY
$500m
RMBS securitisation
Record for a first time Australian issuer
$829m
244% increase on FY22
Our Corporate Advisory & Equities division
demonstrated resilience in the face of challenging
market conditions that impacted transaction timelines
and equity capital market activity levels. Despite these
challenges, we successfully advised on a range of
transactions totalling $3.5 billion.
Notably, in 2023, the division strategically expanded by
hiring senior metals and mining expertise, positioning
itself to meet the increasing client demand for natural
resources advisory and execution. This investment
in executive talent during FY23, notwithstanding the
challenging corporate advisory environment, reflects
our ongoing confidence in the Corporate Advisory and
Equities business. Looking forward, we anticipate an
improving transactional landscape as evidenced by
strengthened transaction pipelines.
New horizons – an investment in growth
Identifying new territories and client segments for
growth, MA Financial successfully expanded into three
new international markets in 2023.
The acquisition of the US-based credit asset manager,
Blue Elephant Capital Management, and the launch of
the MA Global Private Credit Fund, has enhanced our
credit investment platform. The development allows
us to offer proprietary lending opportunities in the
US credit markets to our domestic and international
clients, while providing us with scalable entry to the
estimated US$5 trillion specialty finance market.
Simultaneously, we expanded our presence in Asia,
opening an office in Singapore to cater to our growing
asset management client base. Further, Finsure
recognised an opportunity to offer a comprehensive
mortgage aggregator model in New Zealand. This, in
turn, led to the establishment of an office in Auckland,
marking a phenomenal year of growth.
The year also saw us establish a digital distribution
platform in Japan, securing licensing in December
2023. This strategic initiative opens the door to a multi-
billion-dollar market opportunity. Our goal is to redirect
Japanese investors away from conventional cash and
deposit products toward higher-yielding investment
alternatives.
The Group’s global expansion and the growth of its
consumer-facing businesses this year provided the
opportune moment for us to unveil a new logo and
brand identity, and we’re delighted with the result.
As outlined by the Chair, as we expand into new
geographies and client segments, the investment in
our brand will enable us to increase awareness among
a broader client base, and strategically position the
firm for future growth.
Everything accomplished in 2023 was made possible
by the commitment and hard work of our team, for
which we express our gratitude.
Additionally, we extend our appreciation to our
shareholders for their continued trust and support
and we look forward to keeping you informed of our
progress throughout 2024.
Christopher Wyke & Julian Biggins
Joint Chief Executive Officers
12
MA Financial Group | 2023 Annual ReportYear in review
Overview
For the year ended 31 December 2023, the Group recorded total comprehensive income attributable to the ordinary
equity holders of $19.0 million (2022: $45.8 million) and profit after income tax to the ordinary equity holders of
$28.5 million (2022: $44.9 million). Basic earnings per share was 17.8 cents, a decrease of 36% on the prior year.
Statutory results
Total income
Profit before tax
Profit after income tax
Profit after income tax attributable to
ordinary equity holders
Total comprehensive income
attributable to ordinary equity holders
Underlying results
Revenue
EBITDA
Net profit after income tax
Basic earnings per share (cents
per share)
Diluted earnings per share (cents
per share)
31 Dec 2023
$’000
31 Dec 2022
$’000
Movement
%
392,770
43,479
31,079
28,517
18,997
334,998
60,969
44,855
44,855
45,754
17%
(29%)
(31%)
(36%)
(58%)
31 Dec 2023
$’000
31 Dec 2022
$’000
Movement
%
269,876
81,565
41,599
301,799
106,720
61,436
(11%)
(24%)
(32%)
31 Dec 2023
cents
31 Dec 2022
cents
Movement
%
Statutory
Underlying
Statutory
Underlying
Statutory
Underlying
17.8
26.0
28.0
38.3
(36%)
(32%)
17.3
25.2
26.9
36.9
(36%)
(32%)
Full year dividend (cents per share)
20.0
20.0
-
Non-IFRS Underlying results1
The Group also utilises non-IFRS Underlying financial
information in its assessment and presentation of
Group performance. When reading the Group’s results,
we note there are some Underlying adjustments that a
reader may find useful to understand in more detail. For
further information on adjustments between statutory
and Underlying results, please refer to the detailed
reconciliation provided in note 3 of the 2023 Financial
Report and to the explanation in the Directors’ report
as to why the Directors believe that, when read in
conjunction with the statutory results, the Underlying
measures are useful to the reader.
Underlying revenue was down 11% from FY22
driven by a reduction in performance fees versus
an exceptionally stronger FY22 and difficult
macroeconomic conditions for corporate advisory
activity, making deal execution and timing uncertain.
Recurring revenue made up 66% of the FY23
Underlying revenue compared to 48% in FY22,
resulting in a stronger earnings composition. Expenses
were down 3% on FY22 despite material investment
in strategic growth initiatives and an inflationary
operating environment.
1. Non-IFRS financial information is not prepared in accordance with Australian Accounting Standards and IFRS and is not audited.
13
MA Financial Group | 2023 Annual ReportYear in review
(continued)
Our
business
The Group experienced robust inflows across Asset Management
funds, reaching $1.9 billion, a 27% increase on FY22. Additionally,
Lending & Technology saw substantial growth, with Finsure Managed
Loans up by 21% to $110 billion, and MA Money’s loan book surged
by 244% on FY22 to $829 million. Strategic investments included
a brand refresh for MA Financial, expansion of Private Credit
capabilities into the US, establishment of new distribution channels
in Singapore and Japan, and continued investment into lending
platforms and technology. While these investments impacted FY23
results, they position the Group for significant growth opportunities in
the future. Corporate Advisory & Equities faced challenges in a tough
market environment, resulting in subdued performance for the year.
The Group’s Underlying divisional measures directly align with the
segment measures required by AASB 8 Operating Segments. Further
information and reconciliations are provided in note 3 of the 2023
Financial Report. The table below shows the divisions’ respective
contributions to Group Underlying EBITDA and NPAT. Unallocated
costs associated with the central executives and corporate support
functions are shown separately as Corporate Services.
31 Dec 2023
$’000
31 Dec 2022
$’000
Asset Management
82,223
103,477
Lending & Technology
14,054
15,611
Corporate Advisory & Equities
6,853
13,982
Corporate Services
(21,565)
(26,350)
Underlying EBITDA
81,565
106,720
Depreciation and amortisation
(12,954)
(11,121)
Interest expense
(9,184)
(7,834)
Income tax expense
(17,828)
(26,329)
Underlying NPAT
41,599
61,436
MA Financial Group | 2023 Annual Report
14
Year in review (continued)
ASSET MANAGEMENT
$1.9b
Record gross fund inflows
a 27% increase on FY22
The Asset Management division reported record gross inflows of
$1.9 million driven by stronger demand for credit products and the
launch of the MA Marina Fund. Assets under Management (AUM)
grew by 18% over the year to $9.2 billion at 31 December 2023.
Asset Management contributed 80% of FY23 Group Underlying
EBITDA before Corporate Services. Underlying EBITDA of
$82.2 million was down 21% from $103.5 million in FY22 due to
exceptionally strong prior period performance fees.
Gross inflows from domestic clients continued to build
momentum, up 81% to $1.1 billion from $609 million in FY22. This
is reflective of the Group’s significant investment in its domestic
distribution platform and strong client interest in credit and
alternative asset classes.
Gross inflows from non-migration international High Net Worth
(HNW) clients were up 27% to $647 million from $509 million in
FY22. Flows from international migration HNW applicants were
subdued, contributing only 1% of the total gross inflows.
Ongoing investment in the development of an institutional
distribution channel saw gross inflows of $173 million, up 23%
from $141 million in FY22.
Asset
Management
$9.2b
0.4
0.6
1.9
2.3
4.0
$7.8b
0.3
0.7
1.8
2.5
2.5
$6.9b
0.3
0.9
1.6
2.5
1.6
$5.4b
0.3
0.5
1.3
2.2
1.1
FY20
FY21
FY22
FY23
Credit
Core Real Estate
Alternative Real Estate
Equities
PE/VC
15
MA Financial Group | 2023 Annual ReportYear in review (continued)
The key highlight for the investment strategies
was the impressive performance of the Private
Credit and Fixed Income investing division.
The asset class and fixed income nature of the
product suite resonated with investors due to
the rising interest rate environment with 90%
of Group net flows going into Credit related
strategies. AUM from Credit related strategies
grew to $4.0 billion at 31 December 2023, up
60% from $2.5 billion at 31 December 2022.
During the year, the MA Global Private Credit
Fund was launched following the acquisition of
Blue Elephant Capital Management and the MA
Credit Income Fund was launched as a single
access point fund for all MA credit strategies.
The Group’s Core Real Estate asset class
comprises retail and diversified real estate
AUM of $2.3 billion at 31 December 2023, was
down from $2.5 billion on the prior year due to
the sale of Warrnambool shopping centre and minor
valuation adjustments as the sector worked through
an increasing interest rate cycle. The divestment of the
Warrnambool shopping centre for $71 million delivered
10.8% return to investors over a 10-year hold period.
The Alternative Real Estate asset class comprises
Hospitality and Marina assets, with a combined
AUM of $1.9 billion at 31 December 2023. During
the year, the MA Marina Fund was launched as a
new scalable alternative real estate strategy, initially
acquiring the D’Albora marina portfolio. The new MA
Accommodation Hotel Fund was also launched and
seeded with the Vibe Docklands hotel acquisition post
balance date. Continuing demand for hospitality assets
saw the Redcape Group contracted to sell eight hotels
for approximately $205 million, each at a premium to
book value.
The Private Equity and Venture Capital asset class
saw the launch of the growth credit focused MA
Sustainable Future Fund in the second half of 2023
with strong investor demand, growing its AUM to $66
million by 31 December 2023.
The Equities investment division was impacted by the
uncertainty and volatility that was widespread in the
global equity markets throughout 2023.
AUM growth translated into strong fee revenue growth,
with recurring revenue up 22% to $153.4 million, driven
by a 65% increase in Credit Fund’s income to $42.4m
and a 13% increase in base management fees to $104.2
million. Credit Funds’ income includes non-base fee
recurring revenue contributions from the Group’s two
key Credit Fund strategies, the Priority Income Fund
and Real Estate Credit.
Transaction and performance-based revenue
decreased 66% to $20.7 million, as a result of an
uncertain macroeconomic environment that impacted
transaction based activity during the year and the
exceptionally strong performance fees in FY22.
The realised gains on the Group’s equity investments
delivered a $2.0 million gain relative to a $10.9 million
gain in 2022. The prior year saw a slight reduction in the
Group’s investment in Redcape Hotel Group, however
the co-investment holding remains just under 12%.
Expenses of $93.9 million were flat on 2022 despite
the opening of new offices in New York and Singapore,
reflecting strong cost management and scalability of
the distribution platform.
16
MA Financial Group | 2023 Annual ReportYear in review
(continued)
Lending &
Technology
The Lending & Technology business was the focus of major
investment in the year as the Group continued to build a tech-enabled
highly scalable Lending ecosystem through Finsure, Middle, Specialist
Finance and MA Money. Underlying revenue for the Lending &
Technology division grew 9% on FY22 to $44.7 million largely due to
the continued growth of Finsure’s mortgage aggregation platform.
Underlying EBITDA was down 10% to $14.1 million as the Group
invested in the build out of its Residential Lending Marketplace, via
residential mortgage lender MA Money and its new digital mortgage
broker software Middle.
Financial Technology, comprising Finsure and Middle, delivered
exceptionally strong performance in the year, growing broker
numbers by 19% and increasing its Managed Loans by 21%, from $91
billion to $110 billion.
Financial Technology delivered FY23 Underlying revenue of $37.3
million underpinned by recurring subscription fees, trail commissions
(including positive movements in the net present value of future net
trail commissions) and activity-based upfront commissions and other
fees. This resulted in Underlying EBITDA of $19.6 million, reflecting a
margin of 52.5%.
The Lending platforms of MA Money and Specialist Finance grew the
total loan portfolio by 150% to $983 million at 31 December 2023. The
division’s underlying income reduced by 33% to $7.4 million as the
Group’s balance sheet successfully exited a credit asset in 2022.
The significant investment in the MA Money business across people,
platform and technology has been a drag on its contribution and
returns in 2023. This is expected to continue into the first half of
2024 as the business scales and positions itself to take advantage
of the substantial opportunity for long-term growth in the residential
mortgage market. MA Money is expected to reach a break-even
earnings run rate in the second half of 2024.
MA Financial Group | 2023 Annual Report
17
Corporate
Advisory
& Equities
Year in review (continued)
The Corporate Advisory & Equities (CA&E) division was down on
earnings performance in 2023, declining 21% on the prior year largely
due to challenging equity capital market (ECM) activities and Equities
revenue impacted by softer market volumes and team rebuilding.
Corporate Advisory fees were down 24% as challenging market
conditions made deal timing and execution highly uncertain.
Revenue per executive of $0.8 million, was below the Group’s target
productivity range of $1.1 to $1.3 million. Activity was broadly spread
across the division’s core capabilities of real estate, technology and
mid-cap industrials.
Expenses were down 13% on 2022 as average Advisory headcount
fell from 58 to 53 staff. The expense reduction was less than the
decline in revenue as the business focused on protecting staff during a
challenging year in anticipation of future growth. The Group will continue
to develop and grow the division but will remain selective in its approach
to hiring, always paying regard to the maintenance of its revenue per
head target range, discipline in the cost base and the consistency
of earnings productivity in the business over the long-term. In the
second half of 2023 the division expanded its capability into the natural
resources sector with the hiring of two key experienced executives.
MA Financial Group | 2023 Annual Report
18
Year in review (continued)
Financial position
Statutory total assets amounted to $3,573.9 million
(2022: $2,246.2 million) with net assets of $461.2
million (2022: $409.6 million) at the year ended 31
December 2023.
The statutory consolidated statement of financial
position includes the consolidation of residential
mortgage-backed securitisation trusts, Specialty
Lending trusts and Credit Funds in the Priority Income
Fund strategies that the Group manages. These
special purpose funding vehicles contain liabilities
which are secured only by the assets of these entities
with no further recourse to the Group.
Management utilises an Operating balance sheet
which predominantly excludes the special purpose
funding vehicles when reviewing the Group financial
position. The Operating balance sheet presents a
simplified view of the total economic exposure of the
Group and the capital available to management to
allocate. A reconciliation of the Operating balance
sheet to the statutory consolidated statement of
financial position can be found in the Group’s FY23
results presentation.
31 Dec 2023
Statutory
$’000
31 Dec 2022
Statutory
$’000
31 Dec 2023
Operating
$’000
31 Dec 2022
Operating
$’000
Assets
Cash
Loans receivable
Investments
Net trail book assets
Goodwill and other intangibles
Right-of-use assets
Other assets
Total assets
Liabilities
Borrowings
Lease liabilities
Other liabilities
Total liabilities
Net assets
Non-controlling interests
Net assets attributable to
owners of the Company
Net tangible assets
180,319
2,079,716
237,710
705,285
195,940
65,983
108,911
144,589
855,482
287,898
607,232
185,018
61,773
104,242
3,573,864
2,246,234
2,153,496
71,510
887,698
3,112,704
461,160
(63,624)
397,536
219,453
940,089
64,952
831,606
1,836,647
409,587
-
409,587
240,108
43,108
6,175
203,622
44,128
195,939
65,983
105,113
664,068
95,030
71,510
99,992
266,532
397,536
-
397,536
219,453
98,803
8,959
210,549
35,866
185,018
61,773
73,660
674,628
95,030
64,952
105,059
265,041
409,587
-
409,587
240,108
Notable movements in the Group’s Operating balance
sheet were centred on the deployment of cash. Group
cash reduced in the year as capital was allocated to the
Group’s investment in consolidated Credit Funds and
the acquisition of Blue Elephant.
Net tangible assets decreased during the year as a
result of the utilisation of cash to fund the acquisition
of Blue Elephant and the recognition of the related
intangible assets upon acquisition.
The year saw a high level of rotation of both short-
term growth investments and long-term strategic
investments. This dynamism underpins the ability of
the Group to support future growth and is reflected in
the recycling of over $100.0 million of prior investments
and the reinvestment of a similar amount to support
new and existing fund growth and strategic initiatives.
19
MA Financial Group | 2023 Annual ReportYear in review (continued)
Financial position
The Group’s investments, including strategic and co-investment positions, are shown in the table below
Lending (MA Money & Specialty Invested Capital)
Co-investments
Private Credit funds
Redcape Hotel Group (RDC)
Other equity investments
Total investments
31 Dec 2023
Operating
$’000
17,038
51,385
87,635
49,295
4,444
209,797
31 Dec 2022
Operating
$’000
8,167
66,730
84,118
57,086
3,407
219,508
Key movements in the Group’s investments relate to:
• Lending Invested Capital increase reflects growth of MA Money
• Redcape change driven by a net increase in ownership, offset by statutory movements and
distributions received
• Redcape investment valued at $76 million based on 31 December 2023 unit price of $1.4951.
20
MA Financial Group | 2023 Annual ReportYear in review (continued)
Financial position
Capital management
The Group manages its capital with the aim of
ensuring that it will be able to continue as a going
concern while maximising the return to shareholders
through the optimisation of the debt and equity
capital balances. Fundamental to this is maintaining
a strong balance sheet, which supports the business
through economic shock but also facilitates attractive
investment opportunities.
During the year the Group declared an interim dividend of
6 cents per ordinary share (2022: 6 cents). Subsequent
to year end, the Directors have resolved to pay a final
dividend of 14 cents per share for the FY23 year (2022: 14
cents), consistent to full year dividends paid in FY22.
In December 2023, the Group successfully increased the
size of its revolving working capital facility from $40.0
million to $80.0 million. The facility upsize will provide
the Group with additional liquidity and flexibility. As of 31
December 2023, the facility was undrawn. Furthermore,
the Group is currently in the process of refinancing
its existing MACI note ($30.0 million) and MA IV note
($40.0 million), which are set to mature in May 2024 and
September 2024 respectively.
The Group recognises that debt is an important
component of a balanced capital structure. Whilst the
Group utilises both recourse and non-recourse debt to
fund its growth objectives, we will continue to adopt a
prudent approach to the use of debt capital.
This approach to debt in conjunction with the strong level
of average cash holding throughout the year is indicative
of a consistent approach in managing the Group for the
long-term and we will remain patient and prudent when
deploying capital. Fundamental to this is maintaining
a strong balance sheet, which not only stands us in
good stead through economic uncertainty but can also
facilitate attractive investment or business opportunities.
Risk management
The Group faces a range of risks to achieving its financial
objectives, the most material of which are summarised
below. This summary is not a comprehensive outline
of every risk associated with the Group’s financial
prospects, and other risks may emerge. The Group’s
overall risk management framework is summarised in
its Corporate Governance Statement, available on its
website. As noted there, the framework is supported by
a strong risk culture with an emphasis on accountability
and diversity of thought.
21
MA Financial Group | 2023 Annual ReportYear in review (continued)
Financial position
Cyber risk
The Group depends on a range of information
systems which carry a risk of unauthorised use or
external compromise. This could result in the loss or
disclosure of confidential information, disruption to
operations, poor client service, regulatory sanctions,
reputational damage and financial loss. The volume
and sophistication of cyber threats facing businesses
in Australia continues to grow.
The Group maintains an experienced corporate
technology team which manages its core technology
infrastructure and supports business operations,
including by assessing proposed new systems
and software. The team continually improves the
maturity of the Group’s cybersecurity controls, which
includes penetration testing by third-party experts
and continual threat monitoring. The team’s work is
supported by documented policies and procedures,
and training for staff on related risks. A comprehensive
IT Disaster Recovery Plan is in place to promote
effective incident response, and the Group has direct
access to a leading Sydney-based cyber incident
response advisor to help it mitigate and recover from
any incident it fails to prevent.
Regulatory change
The Group is subject to regulatory obligations related
to its activities, including those that affect sectors
in which it invests. Along with the inherent risk of
breaching requirements, there is a general risk that
new or changed regulations could require significant
spending on compliance, contribute to a higher risk of
non-compliance or impact on the profitability of certain
lines of business.
The Group maintains an experienced, well-resourced
team of legal and compliance professionals who work
directly with the managers of the Group’s businesses
to help ensure these compliance requirements are
met and who report on legal and regulatory risk to
the Boards of our licenced entities and to the Group’s
governance structures. This team also keeps a
watching brief for regulatory change in the jurisdictions
where it operates, supported by third party advisors.
Investment risk
The Group’s Asset Management division oversees
institutional, wholesale and retail investments across
a range of asset classes. This exposes the Group to
associated operational and market risks, which can
result in investment returns that compare poorly to
expectations, benchmarks and peers. In turn, a poor
investment track record may affect the Group’s ability
to attract and retain clients, which can reduce overall
assets under management and materially affect long-
term revenues and earnings.
The Group manages this risk through the careful
selection of investment strategies, and clearly
defined, effective processes for due diligence,
investment review and decision making, and portfolio
management. Client reporting puts investment returns
in context and explains the outlook.
Volatility in levels of business activity
Some of the Group’s lines of business are inherently
subject to more revenue volatility. In particular, the
level of activity in our Corporate Advisory & Equities
division reflects clients’ appetites to raise finance,
take part in mergers and acquisitions, and engage in
equities sales and trading, which is influenced by a
range of factors including economic conditions and
sentiment. Overall, the Group has diversified sources
of income and has limited dependency on inherently
volatile revenues.
Treasury risk and debt management
The Group must manage the funding needs of its
overall corporate activities, its distinct businesses
and also the liquidity needs of the investment funds it
manages. Failure to adequately project these funding
requirements and to manage working capital and debt
facilities could impact business growth, performance
and reputation. Conversely, effective management of
this risk can produce considerable savings and enable
business growth.
To control the treasury risk it faces and ensure
effective debt management, the Group has built
systems and processes to give appropriate visibility
and oversight of funding needs and financial
management across the Group.
Operational risk
The Group defines operational risk as that resulting
from inadequate or failed internal processes, people and
systems or from external events. Broad operational risk
is present in all of the Group’s activities and is managed
in the first instance through the controls built into the
Group’s systems and processes and by the active
oversight and management of business executives,
supported by the Group’s risk function. The Group
recognises that operational risk, in its many forms, is an
inherent feature of its business profile and is committed
to managing it in line with its Risk Appetite Statement.
22
MA Financial Group | 2023 Annual ReportNext Generation
Women in
Finance
Sustainability report
We recognise integrating Environmental, Social and Governance (ESG) factors into our
operations, investment decision-making and asset ownership is key to our purpose, which is to
create sustainable, long-term value for our clients.
While there is no single correct approach to ESG
integration, we believe doing the right thing for our
clients, our people and our communities leads to better
results for all stakeholders. ESG considerations can
provide a greater understanding of the investment
risks and opportunities that contribute to evaluating
long-term value for our clients.
We also recognise that ESG issues evolve and mature
and are committed to understanding the interests and
expectations of all our stakeholders. We try to take
a practical approach to our sustainability initiatives,
which recognise our scale and our growth aspirations.
In 2023, we progressed our sustainability framework
and reporting, and refreshed our assessment of the
most material aspects of sustainability to our business
and our stakeholders.
Materiality Matrix
This report provides insight into our sustainability
procedures and practices, progress made in 2023 and
outlines focus areas for future development. The Group
reports with reference to the Global Reporting Initiative
(GRI) Standards to create the framework and define its
approach to sustainability.
Materiality assessment
We last undertook an ESG Materiality Assessment
in 2021, to identify the ESG issues which most
influence decision-making about our Group and so
prioritise these issues for management and reporting.
We recently refreshed the Materiality Assessment
which involved a survey of internal stakeholders and
a forward-looking consideration of the issues most
significant to our Group strategy. As our businesses
scale and the Group evolves, the material issues are
likely to change. We expect to reassess materiality
every two to three years.
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Diversity and inclusion
Customer data protection
Stakeholder engagement
and community giving
Cyber security and privacy
Risk mitigation
Anti-corruption
Compliance
Indigenous engagement,
rights and reconciliations
Waste recycling and pollution
Climate risk
Energy and air quality
Product responsibility
Wellbeing, health and safety
Responsible marketing
Anti-bullying and workplace
harrassment
Board skills and composition
Values, purpose and
accountability
Forced and child labour
Ethical AI
Public policy
Intellectual property
Fair trading
Supplier environmental
performance
Grievance and remedy
Water
Nature and biodiversity
Supplier social performance
Less Important
Important
Material
Most material
Forward looking strategic significance
Governance and business model
Social
Environmental
25
MA Financial Group | 2023 Annual Report
Sustainability report
Stakeholder engagement
As a diversified Group, our stakeholders are wide
ranging and have a distinctive set of interests and
priorities. They include shareholders, financers,
employees, fund investors, clients, governments and
regulators, and industry groups. We engage with key
stakeholders through a range of channels.
Critical to ensuring our stakeholder engagement is
relevant and impactful is understanding the objectives
and areas of focus for each stakeholder group. As a
diversified Group involved in investing, lending and
advising, we understand that trust, transparency
and responsible behaviour are critical to building and
maintaining relationships. As our business evolves,
we will ensure our forms and channels of stakeholder
engagement continue to facilitate relevant insights and
transparency on our approach to sustainability.
Last year we shared an assessment of the key focus
areas for our stakeholders. We will continue to assess
and refine these areas of focus.
Sustainability framework
Our sustainability framework contains six pillars and illustrates our approach to sustainability. These were set in
2021 and we consider them to remain appropriate and relevant today and in the future.
TALENT DEVELOPMENT
AND WELLBEING
STRONG GOVERNANCE AND
ETHICAL BEHAVIOUR
SUSTAINABLE BUSINESS
MODEL
• Attracting, retaining,
motivating, engaging and
developing our workforce
• Supporting the health, safety
and well-being of our people
• Creating sustainable value
•
through effective governance,
strong ethical practices and
accountability
• Overseeing internal and
external compliance
• Embedding systemic and
active risk management in our
financial services
Incorporating sustainability
factors into our businesses,
operations, products and
financial services offerings
DIVERSITY AND INCLUSION
ENVIRONMENTAL IMPACT
SOCIALLY RESPONSIBLE
BEHAVIOUR
• Promoting and maintaining a
• Understanding the impact
diverse and inclusive workplace
of climate change
• Safeguarding the privacy and
security of our customers
• Minimising our environmental
• Protecting human rights in
footprint focusing on energy
and emissions, waste,
and water management
our value chain
• Contributing to our community
We are pleased to provide an update on our approach to each of these six pillars.
26
MA Financial Group | 2023 Annual ReportTALENT DEVELOPMENT AND WELLBEING
Our people
Our people are our business. A combination of insight,
attitude and integrity is our unique formula for success.
By focusing on what matters, we stay inspired,
challenged and driven to co-create sustainable, long-
term value with each other and our clients. During 2023,
we reflected on our values and selected the following
four drivers that motivate our decisions and actions.
OUR FOUR KEY DRIVERS
CHARACTER MATTERS
We’re powered by good people with the
right attitude and values.
BETTER WAY?
We’re contemporary thinkers who
challenge norms, but respect experience.
EDGE HAS A FORMULA
Our edge comes from hard, dedicated,
diligent work and experience.
CO-CREATORS OF VALUE
Success isn’t a perfect process – we’re
there for the ups and downs, and when
our clients win – we win
We have an unwavering belief in the potential of our
more than 600 people. We are committed to providing
a work environment where employees feel recognised,
motivated, and have a strong sense of belonging.
In our experience, open and respectful behaviour
between colleagues is critical to everyone achieving
their potential.
We aim to bring an optimistic mindset which always
strives to deliver excellence.
We seek to recognise the hard work and commitment
of our people and provide fair and practical initiatives
and benefits to support our employees. The range of
benefits include:
• 24/7 access to health advice via Sonder Wellbeing
and an Employee Assistance Program
• Paid parental leave
• Access to community sports and cultural events
• 2 X Wellbeing days each year
• Comprehensive health checks for executives
• Annual flu vaccines
• Coffee and after-hours meal service
Developing our employees
In 2023 we built on the MA Academy programme
and refined the curriculum, focusing on our
emerging leaders.
We remain committed to fostering strong links
with the student community. Our work experience,
internship and graduate placements provide
rewarding opportunities for high school and university
students from a range of backgrounds and faculties.
Supplementary to the MA Academy, select employees1
completed an average of 10 hours of individual training
in 2023 on topics including financial services, cyber
security and data protection, and key policies. Division
specific learning is also provided. Select senior
executives underwent 20 hours of training.
Regular performance reviews and career development
discussions ensure employees have opportunities to
progress, upgrade skills and pursue their interests
within the Group.
1. Refers to eligible employees from core business divisions Asset Management, Lending & Technology, and Corporate Advisory & Equities.
27
MA Financial Group | 2023 Annual ReportSustainability reportSTRONG GOVERNANCE AND ETHICAL BEHAVIOUR
The Group is focused on delivering long-term value
to our clients and partners, our people and our
shareholders. As set out in our Corporate Governance
Statement, the Board is responsible for overseeing the
management of the Group, promoting the long-term
interests of the Group and its shareholders, and setting
the required standards of culture and conduct.
The Board is comprised of six Non-Executive Directors
and three Executive Directors. Four of the six Non-
Executive Directors are independent; two are not so
considered due to their association and employment
by Moelis & Company Group LP which is a major
shareholder of MA Financial.
Governance of ESG and risk management
The Nomination and Remuneration Committee assists
the Board to achieve the optimal mix of skill and
experience to ensure effective decision making and
stewardship. The other permanent standing committee
is the Audit and Risk Committee (ARC) which is
focused on the integrity of financial statements, the
Group’s financial controls and its risk management
framework. Each Committee is chaired by an
Independent Non-Executive Director and comprises of
only Non-Executive Directors, the majority of which are
Independent Non-Executive Directors.
MA Financial Group Limited Board
Oversees the management of ESG risks and opportunities
Impact
Oversees the
management of the
company, including
environmental and
social impact
Policy
Approves policies,
including ESG and risk
management policies
Risk Management
Annually reviews ARC
recommendation on
soundness of risk
management framework,
including ESG risks
Disclosure
Approves the
Sustainability Report
incorporated in
annual reporting
The Board and the Board’s two permanent standing Committees engage on ESG topics relevant to their charters.
Audit and Risk Committee
Nomination and Remuneration Committee
Executive
Responsible for assessing ESG risks and opportunities, maintaining and building further a sustainable business model,
managing each of the identified material topics, and reporting to the Board as appropriate
The Board approves ESG-related policies and
oversees the performance of the executive in terms of
identifying and managing ESG risks and opportunities.
There is a specific ESG Steering Committee in our
Asset Management business, reflecting its scale and
distinct and elevated ESG profile.
Similarly, risk management is a fundamental aspect of
good governance and a regulatory responsibility. The
Board is responsible for ensuring the Group maintains
a risk management framework which identifies all
areas of potential risk. It reviews the balance between
realising business opportunities and remaining
within the risk tolerances set out in its Risk Appetite
Statement, which includes sustainability risks. The
Board is supported by the ARC which provides an
annual review assessing the adequacy of the risk
management framework.
28
MA Financial Group | 2023 Annual ReportSustainability reportOur people confirm periodically their compliance
with the Code of Conduct and are expected to abide
by the highest standard of ethical conduct in their
relationships with each other, investors, competitors,
suppliers, and the public. We expect senior leaders
to model and positively reinforce our values. A
comprehensive framework of additional policies that
supplement and support the Code of Conduct can be
found on our website.
MA Financial’s Business Leaders have executive
responsibility for risk management supported by
our core principle that risk management is the
responsibility of everyone.
The Chief Operating Officer and Risk Director are
responsible for coordinating the risk management
framework, for promoting an effective risk culture, and
for developing awareness of risk management across
the Group. The Senior Executive Risk Committee
meets to discuss key risk themes and promotes a
positive risk culture.
Code of Conduct
The Code of Conduct helps support effective
governance, including ESG and risk management
responsibilities. It applies to all Directors, officers and
employees of the Group and sets out expectations
for how we act in the ordinary course of our
business activities.
2023 was the first full year of the MA Sustainable Future
Fund. It provides wholesale investors with exposure to
a diversified portfolio of secured loans to established,
growth-stage companies which support a more
sustainable future through products and services aligned
to the UN Sustainable Development Goals. The Fund
funded a number of businesses in 2023 including:
• a provider of electric vehicle ownership plans to
rideshare drivers
• a metre solar PV systems operator, and
• an in-home/telehealth after-hours medical care
consultations provider
MA Financial Group | 2023 Annual Report
29
Sustainability reportSUSTAINABLE BUSINESS MODEL
As we continue to invest, lend and provide corporate
advice, maintaining a sustainable business model will
help enable our success.
to be considered in pre-screening, and to ensure a
consistent approach when presenting investment
opportunities for review and decision.
We believe our diversification provides us with a
more stable platform from which we can generate
value for our stakeholders. It also equips us better
to think and act responsibly and for the long term.
This diversification also means we need to assess
our businesses individually, and as a portfolio, to
gain greater visibility of how risks affecting one
business could impact on the Group’s wider reputation
and resources.
Operating a sustainable business model involves
resilience, it requires incorporating ESG factors
into our decision-making to ensure we minimise the
related risks and take advantage of the opportunities.
This challenge is especially relevant in our Asset
Management division where we specialise in private
credit, real estate, hospitality, unique operating assets,
private equity and venture capital. We have operational
and financial control of many of our real assets and we
directly originate and manage many of the loans we
hold in our Credit Funds. We often take a ‘hands-on’
approach to managing these assets. This gives us a
strong position to exercise responsible stewardship by
minimising environmental impacts, promoting strong
governance arrangements and ethical conduct towards
customers, suppliers and the communities in which
these assets are based. We believe this is fundamental
to unlocking the true value of our investments.
In 2023, we introduced new Responsible Investment
policies for each of the asset classes into which we
invest, bringing more definition to the ESG factors
The integration of ESG into Asset Management
activities is overseen by an ESG Steering Committee
whose members meet quarterly. The main initiatives
planned for 2024, or already underway, include
responding to new mandatory climate reporting
requirements, improving reporting from the supply
chain on modern slavery risks, and implementing a
sustainability roadmap for the Real Estate asset class.
Our Asset Management division is a signatory to the
UN Principles for Responsible Investment and recently
completed its first assessment exercise, providing
another framework against which to assess our
progress with ESG integration.
Our 2023 investment in marinas was an example of
the importance of integrating ESG considerations
into our investment decisions. The diligence
considered climate impacts on the business model,
assessed environmental risks from operations and
the organisation’s practices to mitigate and manage
environmental risks.
Supplier Code of Conduct
MA Financial is dedicated to treating our suppliers
fairly and transparently. We value the crucial role they
play in promoting sustainable business practices. Our
Code ensures compliance with laws and regulations,
requiring suppliers and their contractors to address key
risks such as health and safety, cybersecurity, privacy,
labour laws and human rights.
MA Financial Group | 2023 Annual Report
30
Sustainability reportDIVERSITY AND INCLUSION
Diversity at MA Financial involves creating a work
environment which allows all our people to meet
their potential and is underpinned by respecting and
valuing a wide range of differences including gender,
ethnicity, disability, age, religion, sexual orientation,
and educational and work experience. Our Diversity
Policy (available on our website) outlines our diversity
principles, commitment to diversity objectives and
provides a framework for advancing our diversity goals.
Our diversity principles
On an annual basis, management monitors and reports
to the Board on our advancement against these
objectives with the Board assessing our progress
against targets. Table 2 illustrates our year-on-year
movements on gender diversity at different levels of
the organisation.
• Recruit, retain and develop an appropriately diverse and skilled workforce and Board to facilitate achieving or exceeding
business objectives
• Leadership team proactively demonstrating a commitment to diversity through modelling inclusive behaviour
• Providing a work environment that values and fully utilises the perspectives and experiences of all employees and directors.
Table 1 – Diversity objectives
Objective/Quantitative targets
Baseline (2021)
2023
Achieve and retain a 30% female representation at Board level
25% female/75% male
33% female/67% male
Achieve and retain a 50% female representation in the business
48% female/52% male
47% female/53% male
Achieve and retain a 30% female representation in senior executive positions1
23% female/77% male
34% female/66% male
Achieve a Culturally and Linguistically Diverse (CALD) status of 40%
CALD = 35%
CALD = 52%2
Table 2 – Gender diversity across organisation
Level
Gender
2020
Workforce
Female
Male
Senior executives
Female
Board
Male
Female
Male
33%
67%
24%
76%
29%
71%
2021
48%
52%
25%
75%
25%
75%
2022
2023
YOY change
48%
52%
28%
72%
33%
67%
47%
53%
34%
66%
33%
67%
↘↘ 1%
↗↗ 1%
↗↗ 6%
↘↘ 6%
↔↔ 0%
↔↔ 0%
1. Senior executives include all employees with a title of Vice-President, Executive Director, Managing Director or functional equivalent.
2. Information provided by employees when onboarding or through self service in our HR Information System
31
MA Financial Group | 2023 Annual ReportSustainability reportMA Financial encourages improved gender diversity
and inclusive leadership practices across the sector.
In 2023, MA Financial hosted a networking event ‘Next
Gen Women in Finance’ inviting over 120 young female
professionals to engage in discussions about inclusive
culture and driving change. This followed a highly
successful inaugural event in 2022.
We are committed to fair and equitable remuneration.
Our annual remuneration review and discretionary
bonus setting process includes an analysis and
elimination of any identified gender pay gaps
for comparable roles. The process assesses the
occurrence of unusual gaps which are not accounted
for by factors such as experience, skills, performance,
and others and removes them as applicable.
ENVIRONMENTAL IMPACT
Minimising the impact our firm has on the environment
is important to us, especially the impact from our
direct operations.
Climate impact
In 2023, the Group completed, for the first time, a
measurement of the environmental emissions for
which we were directly responsible in 2022. We also
committed to two targets: to deliver net zero emissions
by 2050 for our direct operations and reduce Scope 1
and 2 emissions intensity per employee by 50 percent
by 2030.
To help achieve these targets, we completed in 2023
a Climate Change Action Plan (CCAP). This exercise
identified office energy use as a significant source of
emissions and recommended transitioning to lower or
zero-carbon energy supplies. We achieved this before
the end of the year for both of our main Sydney and
Melbourne offices. This change alone puts us on track
to achieving our 2030 target, but its timing means the
positive results accrue mostly from 2024. As a result
of this dynamic, plus an increase in business air travel,
the overall emissions figure for our direct operations in
Australia was 2,724 t CO2-e. Our Scope 1 and 2 intensity
per Australia-based employee was 0.7 t CO2-e.1
Health and safety
The Group aims to create and maintain a safe and
healthy workplace, and ensure all activities undertaken
protect the health and safety of our employees,
suppliers, visitors and clients as applicable. Our Work
Health and Safety (WHS) Policy sets the fundamental
principles that govern our approach to WHS
management. In 2022, we established a Work Health
and Safety Committee with a mandate to promote
safety and health and to consult on issues relevant to
health, safety, and the welfare of workers. MA Financial
tracks Lost Time Due to Injury and had two reportable
incidents in 2023.
The increase in emissions is largely as a result of
increased air travel, noting that the baseline year was
artificially low due to ongoing COVID impacts and
that in 2023 MA Financial has pursued numerous
growth initiatives overseas. Notwithstanding the
increase in emissions, we remain confident in reduced
emissions intensity in 2024 owing to the initiatives
described above.
The Group will continue to refine and act on its CCAP,
in conjunction with its responsibilities under Australia’s
emerging regime for mandatory climate reporting.
Mandatory climate reporting
MA Financial has monitored the development in
Australia, through 2023, of draft new mandatory
reporting standards on climate-related disclosures.
We plan to advance in 2024 a set of workstreams
which will enable compliance both for our direct
operations and in respect of investment funds in scope
of the standards. To a large extent, this focuses on
measurement of Scope 3 emissions.
1. Fuller details of the methodology and assumptions will be available in an updated version of our Emissions Disclosure.
32
MA Financial Group | 2023 Annual ReportSustainability reportSOCIALLY RESPONSIBLE BEHAVIOUR
MA Financial recognises the impact we have on
the communities we operate in and other external
parties. Measuring our ESG impact helps us continue
to increase our positive impacts and maintain
consistently responsible business practices.
Our vision is to create an environment of enterprise,
optimism, and partnership. To place the interests of our
clients above all else, and work together as co-creators
of long-term value. We know that to achieve this vision
we need to be trustworthy in our conduct and decision
making. We need to be consistent, responsible and
responsive to stakeholder feedback. Whilst we believe
this is core to our culture and daily behaviours, we call
out some specific key areas of focus below.
Privacy
The Group respects data privacy and recognises how
critical our actions in handling data are in building
and maintaining trust with current and prospective
stakeholders. We are committed to measures which
protect the security of personal data and confidential
information that is collected, stored, processed, or
disseminated. The Group’s ‘Technology and Data
Handling Policy’ established specific requirements
for the use of all computing and network resources
within the business in a responsible, ethical, and
compliant manner. This, along with the Group’s Privacy
Policy, also covers the key principles of data privacy,
compliance requirements, privacy and personal rights
and technology use guidelines within the Group. They
are reviewed for relevance and accuracy annually.
We invested significantly in uplifting cyber practices
and increasing employee cyber awareness during
2023. This remains an area where we have further
planned initiatives in 2024 and will remain an area of
focus for management and the Board.
Human rights
MA Financial conducts its businesses to high levels of
ethical and professional standards in accordance with
relevant laws in the countries that we operate. It has
no tolerance for any form of modern slavery within its
business and supply chain.
The Group’s approach to modern slavery is set out
in its Modern Slavery Policy and the Modern Slavery
Statement (dated June 2023), available on the
Group’s website.
Tier 1 risk assessments of the Group’s supply chain
were conducted in 2023 and have not identified
any instance of modern slavery or areas of
significant concern.
All other objectives set out for 2023 in the Modern
Slavery Statement have been met.
MA Financial is the principal partner
of the Sydney Contemporary Art Fair,
Australasia’s premier art fair. This
year marked the inception of the MA
Art Prize, an acquisitive award valued
at $10,000. The prize is granted to
an emerging artist whose work is
showcased at Sydney Contemporary,
and we extend our congratulations
to Corban Clause Williams, the
deserving winner.
As the principal partner of Sydney
Contemporary, we’re proud of the
role we play in providing this platform
for emerging and established artists.
MA Financial Group | 2023 Annual Report
33
Sustainability reportMA Financial is a proud partner of the Ocean Lovers Festival
– an annual celebration of ideas, art, music, and impactful
actions, showcasing the latest innovations and technology
dedicated to maintaining a healthy ocean. Our investments in
marina assets underscore our commitment to ocean health and
sustainability, aligning seamlessly with the festival’s mission to
engage communities and showcase innovative solutions.
Community investment
At MA Financial, fairness and generosity are
fundamental to our ethos. In 2018, we established
the MA Foundation with a clear mission: to champion
community initiatives that resonate with the
values and interests shared across our Group. Our
Foundation’s vision, impactful partnerships, robust
staff engagement, and a steadfast commitment to
the broader ESG agenda, guides our community
investment approach.
To date, the Foundation has donated over $8.1 million
to more than 35 charities. The Foundation has three
Community Partners: GO Foundation, Backtrack and
Mirabel Foundation. Through the collaborative efforts
of our MA Foundation Committee and matched giving
programs, we channel our resources towards causes
that hold significant importance to our staff members.
Responsible Conduct
We operate a wide range of businesses where we
recognise duties to act responsibly, including those
noted here.
Consumer credit: MA Financial is committed to
responsible lending practices. For example, MA
Money will only make home loans which are suitable
for borrowers, having reference to their requirements
and objectives and their ability to repay. Our Specialty
Lending business is involved in making legal
disbursement loans, where it enforces distribution
conditions and restrictions to help ensure loans are
made only to suitable customers.
Global Credit Solutions (ex-consumer credit): The
GCS team considers a set of ESG factors when initially
screening potential loan counterparties and also
when carrying out a fuller assessment of the lending
opportunity. This helps avoid funding projects with
harmful environmental or social impacts. In addition,
the team has zero appetite for predatory lending
which seeks to create or take undue advantage of
financial hardship.
Hospitality: Our Hospitality platform, MA Hotel
Management, manages several hospitality funds
including Redcape Hotel Group, and recognises its
obligation to ensure customers experience safe and
sociable venues, and responsibly enjoy the beverage
and entertainment offerings. MA Hotel Management’s
approach to the service of alcohol, problem gaming
and harm minimisation is articulated in its Responsible
Service Policy, available on the Redcape website.
Redcape also supports local communities and
their initiatives through its ‘Publinc Communities
Programme’ which has an objective of enriching local
communities through lasting impact.
Looking forward
We are proud of the progress we have made in 2023,
and our continued focus on the six key pillars of our
Sustainability Framework. The development of our
practices and procedures within these pillars, and our
disclosure around them, will continue to expand over
time. We look forward to sharing our sustainability
progress with our key stakeholders over future periods.
34
MA Financial Group | 2023 Annual ReportSustainability reportSydney
Contemporary
Art Fair
Directors’ report
The Directors of MA Financial Group Limited (Company) submit their report together with the consolidated
Financial Report of the Company and its subsidiaries (Group) for the year ended 31 December 2023.
The names and details of the Directors of the Company during the financial year ended 31 December 2023 and as
at the date of this report are listed below. Directors were in office for the entire year, unless otherwise stated.
Jeffrey Browne
Andrew Pridham
Alexandra Goodfellow
Simon Kelly
Nikki Warburton
Kenneth Moelis
Kate Pilcher Ciafone
Julian Biggins
Christopher Wyke
Independent Chair and Non-Executive Director
Group Vice Chair
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
Non-Executive Director
Joint Chief Executive Officer
Joint Chief Executive Officer
Jeffrey Browne
Independent Chair
and Non-Executive Director
Appointed 27 February 2017
Andrew Pridham
Group Vice Chair
Appointed 25 May 2010
Experience and expertise
Jeffrey was a senior executive at Nine Network Australia
from 2006 to 2013, including Managing Director from 2010
to 2013. He was previously Chair of Carsales.com. Jeffrey
holds a Degree in Arts from La Trobe University, and a
Degree in Law from Monash University, Melbourne.
Experience and expertise
Andrew has served as a Director since the formation of
MA Financial Group Limited. He was Chief Executive
Officer from 2009 to February 2020 and has 30 years’ of
experience in investment banking. Andrew was one of the
founders of the Company in 2009.
Other directorships and appointments
Chair of Premoso Pty Ltd (owner of the business of
Walkinshaw Automotive Group)
President of Collingwood Football Club
Special responsibilities
Chair of the Board (appointed February 2017)
Member of the Audit and Risk Committee
(appointed February 2017)
Member of the Nomination and Remuneration Committee
(appointed February 2017)
Interests in the Company
Shares: 150,000
Other directorships and appointments
Chair of Sydney Swans Limited
Adjunct Professor at University of South Australia
Special responsibilities
Focused on the development and implementation of MA
Financials Group’s strategy and promotion of the Company
Director of MA Foundation (appointed
November 2017)
Interests in the Company
Shares: Andrew holds 39,285 shares as well as a
beneficial equity interest in 17,930,390 shares as a result
of his holdings in the Existing Staff Trusts. As a result of
Andrew’s ownership of the Trustee of one of the Existing
Staff Trusts, Andrew has a deemed relevant interest
in 19,865,799 shares.
Restricted and Loan Funded shares: 611,026
37
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Alexandra Goodfellow
Independent Non-Executive
Director
Appointed 19 August 2020
Kenneth Moelis
Non-Executive Director
Appointed 7 July 2010
Experience and expertise
Alexandra is Vice Chair of Korn Ferry Australasia and
has 35 years’ experience in executive search and
human capital consulting. Advising clients at Board,
CEO and C-suite level, assisting with organisational
strategy, assessment and succession, executive search
and leadership development.
Other directorships and appointments
Vice Chair of Korn Ferry Australasia
Non-Executive Director of Sydney Swans Limited
Special responsibilities
Chair of the Nomination and Remuneration Committee
(appointed August 2020)
Member of the Audit and Risk Committee
(appointed December 2022)
Interests in the Company
Shares: 32,371
Experience and expertise
Ken is Chair and Chief Executive Officer of Moelis &
Company and has 40 years’ experience as a banker and
executive. Prior to founding Moelis & Company, Ken was
President of UBS Investment Bank and previously, Head
of Corporate Finance at Donaldson, Lufkin & Jenrette.
Ken began his investment banking career at Drexel
Burnham Lambert. Ken holds a Bachelor of Science in
Economics and an MBA from the Wharton School at the
University of Pennsylvania.
Other directorships and appointments
Chair and CEO of Moelis & Company Group LP (Moelis
& Company)
Non-Executive Chair of the Board of Directors,
Moelis Asset Management
Member, Wharton Board of Advisors
Member, Ronald Reagan UCLA Medical Center Board
of Advisors
Member, Business Roundtable
Member, The Business Council
Member, WSJ CEO Council
Special responsibilities
None
Interests in the Company
Ken has no deemed relevant interest in all shares held by
Moelis & Company. Moelis & Company presently holds
23,500,000 ordinary shares in the Group.
38
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Kate Pilcher Ciafone
Non-Executive Director
Appointed 19 August 2020
Simon Kelly
Independent Non-Executive
Director
Appointed 21 April 2021
Experience and expertise
Kate is the Chief Operating Officer and a founding member
of Moelis & Company. Kate has over 20 years’ experience
as a banker and operating executive in investment banking.
She commenced her career with UBS before joining Moelis
& Company in 2007. Kate holds a B.S. in Commerce with
distinction from the McIntire School of Commerce at the
University of Virginia.
Other directorships and appointments
None
Special responsibilities
Member of the Nomination and Remuneration Committee
(appointed August 2021)
Interests in the Company
None
Experience and expertise
Simon has over 30 years’ experience in strategic, financial
and general management in Australian listed and unlisted
consumer businesses. He is Chief Executive Officer of
technology start-up NoahFace and has previously held
C-suite level roles at Ardent Leisure, Virgin Australia, Nine
Entertainment Co., Aristocrat Leisure and Goodman Fielder.
Simon holds a Bachelor of Economics and Accounting with
Honours, is a Member of Chartered Accountants Australia
& New Zealand and Fellow of the Institute of Chartered
Accountants in England and Wales.
Other directorships and appointments
Non-Executive Director of Altium Limited (resigned
18 September 2023)
Special responsibilities
Chair of the Audit and Risk Committee
(appointed April 2021)
Interests in the Company
Shares: 95,161
Nikki Warburton
Independent Non-Executive
Director
Appointed 23 December 2022
Julian Biggins
Executive Director and Joint
Chief Executive Officer
Appointed 2 February 2017
Experience and expertise
Nikki has 30 years’ experience as a senior marketing
executive and a board director in automotive, sport, and
media sectors. She is on the Board of Directors for Greater
Western Sydney Giants Football Club, Car Expert and
Cloudwerx, and is a Mentor for The Marketing Academy.
Other directorships and appointments
Non-Executive Director of Greater Western Sydney
Giants Football Club.
Non-Executive Director of Car Expert
Non-Executive Director of Cloudwerx
Experience and expertise
Julian was appointed Joint Chief Executive Officer in
February 2020 and was one of the founders of the company
in 2009. He has 20 years’ of investment banking experience
in the real estate sector including senior roles within J.P.
Morgan’s Investment Bank and UBS’ Equities Research
division. He holds a Bachelor of Business (Real Estate) and
a Bachelor of Business (Banking and Finance) from the
University of South Australia.
Other directorships and appointments
Director of MA Foundation (appointed June 2023)
Special responsibilities
None
Interests in the Company
Shares: 10,000
Special responsibilities
None
Interests in the Company
Shares: Julian holds a beneficial equity interest in 5,328,170
shares as a result of his holding in the Existing Staff Trusts.
Restricted and Loan Funded Shares: 1,618,703
39
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Company secretaries’ qualifications
and experience
Janna Robertson
Joint Company Secretary
Appointed September 2019
Janna has over 25 years’ experience in financial services,
business operations and transformation. Prior to joining
the Group she was a partner at Deloitte. Janna holds a
Bachelor of Business from the University of Technology
Sydney, is a Member of the Institute of Chartered
Accountants in Australia and New Zealand and is a
graduate of the Australian Institute of Company Directors.
Rebecca Ong
Joint Company Secretary
Appointed February 2020
Rebecca has over 15 years’ experience as a lawyer in
the financial services industry, and prior to joining the
Group was Regional Counsel at UBS, advising its Asset
Management business across Asia Pacific. Rebecca holds
a Bachelor of Commerce (Finance)/Bachelor of Laws from
the University of New South Wales.
Christopher Wyke
Executive Director and Joint
Chief Executive Officer
Appointed 2 March 2020
Experience and expertise
Chris was appointed Joint Chief Executive Officer
in February 2020 and was one of the founders of the
company in 2009. He has 20 years’ investment banking
experience specialising in restructuring, M&A, equity and
debt capital markets transactions. Chris has worked at
J.P. Morgan and UBS in London, Singapore and Sydney.
He holds a Bachelor of Economics with Honours from
University College London.
Other directorships and appointments
Director of MA Foundation (appointed November 2017,
resigned June 2023)
Special responsibilities
None
Interests in the Company
Shares: Chris holds a beneficial equity interest in 5,028,170
shares as a result of his holding in the Existing Staff Trusts.
As a result of Chris’ ownership of the Trustee of one of the
Existing Staff Trusts, Chris has deemed relevant interest
in 14,850,000 shares.
Restricted and Loan Funded Shares: 1,641,855
Directors’ meetings
The following table sets out the number of Directors’ meetings (including meetings of committees of Directors) held
during the financial year:
Board meeting
Audit and Risk Committee
Nomination and Remuneration
Committee
Jeffrey Browne
Andrew Pridham
Alexandra Goodfellow
Simon Kelly
Nikki Warburton
Kenneth Moelis
Kate Pilcher Ciafone
Julian Biggins
Christopher Wyke
A
5
6
5
6
6
2
6
6
6
B
6
6
6
6
6
6
6
6
6
A
7
#
7
8
#
#
#
#
#
B
8
#
8
8
#
#
#
#
#
A
4
#
4
#
#
#
4
#
#
A = Number of meetings attended.
B = Number of meetings held during the time the Director held office during the year.
# = Not a member of committee
B
4
#
4
#
#
#
4
#
#
40
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Principal activities
The Group is a global alternative asset manager
specialising in private credit, real estate and
hospitality. The Group lends to property, corporate
and specialty finance sectors and provides corporate
advice. During the year, the Group expanded its Asset
Management segment by acquiring Blue Elephant
Capital Management LLC, Blue Elephant Partner LLC
and Blue Elephant Financing LLC (collectively Blue
Elephant), a SEC-regulated specialty credit asset
manager based in New York.
In the opinion of the Directors, there were no other
significant changes to the principal activities of the
Group during the financial year under review that are
not otherwise disclosed in this report.
Results
The Financial Report and results for the years ended
31 December 2023 and 31 December 2022 have been
prepared in accordance with Australian Accounting
Standards, which comply with International Financial
Reporting Standards (IFRS). Total comprehensive
income attributable to ordinary equity holders of the
Group for the year ended 31 December 2023 was $19.0
million (2022: $45.8 million) and the profit after tax
to ordinary equity holders of the Group for the year
ended 31 December 2023 was $28.5 million (2022:
$44.9 million).
Dividends
Subsequent to the year ended 31 December 2023,
the Directors have resolved to pay a final dividend of
14 cents per share, fully franked, for the year ended
31 December 2023. The dividend is payable on 20
March 2024.
On 20 September 2023, the Company paid an
interim dividend of $10.6 million (6.0 cents per
share), fully franked, for the financial year ended 31
December 2023.
On 22 March 2023, the Company paid a final dividend
of $24.3 million (14.0 cents per share), fully franked, for
the financial year ended 31 December 2022.
State of affairs
There were no other significant changes in the state of
affairs of the Group that occurred during the financial
year under review that are not otherwise disclosed in
this report.
Operating and Financial Review
Please refer to the Year in review section of this Annual
Report for the following in respect of the Group:
• a review of operations during the year and the
results of those operations;
•
likely developments in the operations in future
financial years and the expected results of
those operations;
• comments on the financial position;
• comments on business strategies and prospects for
future financial years; and
• summary of material risks the Group faces in
achieving its financial objectives, such as cyber
risk, regulatory change, investment risk, volatility
in levels of business activity, treasury risk and debt
management and operational risk.
Non-IFRS Underlying Results
The Group also utilises non-IFRS “Underlying” financial
information in its assessment and presentation of
the Group’s performance. In particular, the Group
references Underlying revenue, Underlying Earnings
Before Interest, Tax, Depreciation and Amortisation
(EBITDA), Underlying Earnings Per Share (EPS),
Underlying Net Profit After Tax (NPAT), and Underlying
Return on Equity (ROE).
Underlying EBITDA and Underlying NPAT achieved for
the year ended 31 December 2023 was $81.6 million
(2022: $106.7 million) and $41.6 million (2022: $61.4
million) respectively.
The Directors place great importance and value on the
IFRS measures. As such, the Directors believe that,
when read in conjunction with the IFRS measures, the
Underlying measures are useful to the reader as:
• The Underlying measures reveal the underlying run
rate business economics of the Group;
• The Underlying measures are used by management
to allocate resources and make financial, strategic
and operating decisions. Further, all budgeting
and forecasting is based on Underlying measures.
This provides insight into management decision
making; and
• Unless otherwise disclosed, the Underlying
adjustments have been consistently applied in all
reporting periods, regardless of their impact on the
Underlying result.
40
41
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023The Underlying financial information is not prepared
in accordance with Australian Accounting Standards
and IFRS and is not audited. Adjustments to the IFRS
information align with the principles by which the
Group views and manages itself internally and consist
of both differences in classification and differences in
measurement.
Differences in classification arise because the Group
chooses to classify some IFRS measures in a different
manner to that prescribed by IFRS.
Differences in measurement principally arise where the
Group prefers to use non-IFRS measures to better:
• Align with when management has greater certainty
of timing of cash flows;
• Regulate the variability in the value of key strategic
assets; and
• Normalise for the impacts of one-off
transaction costs.
Please refer to note 3 in the Financial Report for
a detailed reconciliation between the IFRS and
Underlying measures.
Likely developments
The Group continues to pursue its strategy of focusing
on its core operations. In particular, the Group will
continue to market its managed funds and launch new
managed funds with the aim of growing assets under
management.
Events subsequent to reporting date
There has not arisen in the interval between the end of
the financial year and the date of this report any item,
transaction or event of a material and unusual nature
likely, in the opinion of the directors of the Company,
to affect significantly the operations of the Group, the
results of those operations, or the state of affairs of the
Group, in future financial years.
Environmental regulation
Please refer to the Sustainability Report for details of
the Group’s Environmental, Social, and Governance
(ESG) framework. The Group has policies and
procedures in place, to identify obligations and notify
material breaches, where operations are subject to
any particular and significant environmental regulation
under a law of the Commonwealth or of a State or
Territory. The Directors have determined that there
has not been any material breach of these obligations
during the financial year.
Non-audit services
The Group Audit and Risk Committee has reviewed the
details of the amounts paid or payable for non-audit
services provided to the Group during the year ended
31 December 2023 by the Company’s auditor, KPMG.
The Directors are satisfied that the provision of
non-audit services during the year, by the auditor (or
by another person or firm on the auditor’s behalf), is
compatible with the general standard of independence
for auditors imposed by the Corporations Act 2001 (Cth).
The Directors are of the opinion that the services as
disclosed in note 38 to the financial statements do not
compromise the external auditor’s independence, for
the following reasons:
• all non-audit services were reviewed and approved
in accordance with the Auditor Independence
Policy, which outlines the approval process that
must occur for non-audit services.
• none of the services undermine the general
principles relating to auditor independence as set
out in Code of Conduct APES 110 Code of Ethics for
Professional Accountants issued by the Accounting
Professional and Ethical Standards Board, including
reviewing or auditing the auditor’s own work, acting
in a management or decision making capacity for the
Group, acting as advocate for the Group or jointly
sharing economic risks and rewards.
Indemnification and insurance of
Directors’, officers and auditors
During the year, the Group paid a premium in respect
of a contract insuring the Directors and officers of the
Group against liabilities and legal expenses incurred
as a result of carrying out their duties as a Director
or officer. The Directors have not included details of
the nature of the liabilities covered or the amount of
premium paid in respect of this insurance, as such
disclosure is prohibited under the terms of the contract.
The Group has agreed to indemnify all current and
former Directors, company secretaries and certain
officers of the Group and its controlled entities
against all liabilities to persons (other than the Group
or a related body corporate) which arise out of the
performance of their normal duties as a Director,
company secretary or officer to the extent permitted
by law and unless the liability relates to conduct
involving wilful misconduct, bad faith or conduct known
to be in breach of law. This indemnity extends in the
same fashion to individuals who serve at the specific
direction or request of the Group in an equivalent
position in certain investment portfolio vehicles.
42
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023The Group has not otherwise, during or since the end
of the financial year, except to the extent permitted
by law, indemnified or agreed to indemnify an officer
or auditor of the Group or any related body corporate
against a liability incurred as such an officer or auditor.
Proceedings on behalf of the Company
No person has applied to the Court under s.237 of
the Act for leave to bring proceedings on behalf of
the Company, or to intervene in any proceedings to
which the Company is a party for the purpose of taking
responsibility on behalf of the Company for all or part
of those proceedings.
Rounding
The amounts in the Directors’ Report and the Financial
Report have been rounded to the nearest thousand
dollars, unless otherwise stated, under the option
available to the Group under Australian Securities
and Investments Commission (ASIC) Corporations
Instrument 2016/191.
Auditor’s independence declaration
The auditor’s independence declaration is included at
the end of this report and forms part of the Directors’
Report for the financial year ended 31 December 2023.
Authorisation
Signed in accordance with a resolution of the Directors of MA Financial Group Limited:
Jeffrey Browne
Independent Chair and Non-Executive Director
Julian Biggins
Director and Joint Chief Executive Officer
Sydney
22 February 2024
Sydney
22 February 2024
42
43
Directors’ report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Letter from the Chair of the Nomination and
Remuneration Committee
Dear Shareholders,
As Chair of the Nomination and Remuneration
Committee, I am pleased to present the Remuneration
report for the year ended 31 December 2023.
Each year, the Board reviews the Group’s executive
remuneration practices to ensure they remain
appropriately aligned to our short-term and long-term
strategic objectives and are appropriate in the context
of the wider market. We are focused on ensuring that
MA Financial attracts, retains and motivates high
calibre executives who can be effective in balancing
growth and risk management.
Remuneration Philosophy and Framework
Our remuneration philosophy remains consistent
with prior years, aiming to fairly reward and retain
the people who drive our achievement of our long-
term objectives. The remuneration structure has
been designed to include significant deferred and
share based components which vest progressively
over five years. The framework and the choice of LTI
instrument (Loan Funded Shares) are intentional in
seeking incentivising sustainable long-term growth and
business building.
As part of its periodic review of the remuneration
structure and in response to stakeholder feedback, the
Board has amended the LTI terms. The LTI Performance
Period has changed from five years to four years
and now the grant of the LTI aligns more closely with
the start of the Performance Period. Previously, the
Performance Period began approximately 15 months
before the LTI equity grant, creating a misalignment
between the performance measure and the associated
share price appreciation. Four years continues to
be at the longer end of peer comparable terms for
LTI and meets the Board’s objectives of Executive
incentivisation to deliver sustained long-term
growth. The Performance Condition which applies is
unchanged. More detail is set out in section 2.3.
Remuneration Outcomes
FY23 was another year of investment and growth at MA
Financial and has delivered strong earnings quality with
growth in recurring revenues. Following the FY22 result,
which included significant one-off performance fees,
it was pleasing to see that in FY23 recurring revenue
increased by 23% and Asset Management delivered
record gross funds inflows (up 27% on FY22). In FY23
significant investment in future growth occurred
through the MA Money investment, Singapore office
opening, launch of new asset management products,
acquisition of Blue Elephant and the investment in
Middle. With challenged market conditions, not all
parts of the business enjoyed equal growth. Corporate
Advisory & Equities experienced a softer M&A market
and subdued client demand for capital raisings.
Having set challenging targets for FY23, the EPS and
ROE objectives applicable to STI have not been met
which is reflected in the STI award. Whilst several
of the factors impacting the result were macro and
market condition related and therefore outside of the
management team’s control, it was pleasing to see
the efforts taken to respond to market conditions and
actively manage the cost base.
Where the corporate objectives have not been met,
the Board determines an appropriate award for that
KPI measure between 0–100%. In determining an
award for FY23 Corporate objectives, the Board had
regard to the degree of stretch in the target which was
set, the quality and composition of revenue growth
and of the earnings delivered, the impact of strategic
and long-term investments on the reported result,
the effectiveness of cost and operational initiatives
management implemented, the wider economic
context within which the result was delivered and
performance against market consensus. On this
assessment, the Board determined to award 40% of
each of the Corporate Objectives. This represents an
award to the Joint CEOs which is 69% of the FY22
STI award.
The Group is making significant investment (as set out
above) and has set clear medium term targets which
reflect the benefit of these investments being realised
in the medium term. The Group is looking to deliver
sustained growth and the Board continues to exercise
judgement in balancing STI and LTI awards in aligning
Executives to delivering long-term value creation.
44
MA Financial Group | 2023 Annual ReportLetter from the Chair of the Nomination and
Remuneration Committee (continued)
Director Remuneration
As indicated in our FY22 Remuneration report,
in late FY22 we reviewed the appropriateness of
Director remuneration and determined that whilst
Chair and Director base fees were appropriate,
the Board committee Chair remuneration for each
subcommittee would be increased by $25,000 per
annum, reflecting the increased work load carried out
at the committee level. This is detailed in section 7 of
the Remuneration report.
People and Culture
MA Financial’s vision is to be co-creators of long-term
value for our clients and for the benefit of shareholders.
A combination of insight, attitude and integrity,
together with clarity of purpose and a focus on what
matters is MA Financial’s unique culture formula.
The MA Financial team is highly regarded and driven
to succeed. Our responsibility to all employees is to
maintain a great culture and nurture the right balance
of opportunity, talent development and competitive
compensation, to help each person thrive.
Concluding Remarks
On behalf of our Board, we thank our shareholders
for your investment in MA Financial. We also wish
to acknowledge the continued innovation and
contribution of all our employees.
The Board continues to place a high priority on having
meaningful dialogue with our shareholders and other
stakeholders regarding our remuneration practices to
understand their perspectives and ensure we remain
abreast of local and global market best practices.
Alexandra Goodfellow
Chair of the Nomination and Remuneration
Committee
44
45
MA Financial Group | 2023 Annual ReportRemuneration report
1.
Remuneration report overview
The Directors of MA Financial are pleased to present the Remuneration report (Report) for the Group
for the year ended 31 December 2023. The Report forms part of the Directors’ Report and has been
prepared in accordance with section 300A of the Corporations Act 2001 (Cth) (the Act).
The Report details the remuneration arrangements
for the Group’s key management personnel
(KMP) including:
KMP are those persons who, directly or indirectly, have
authority and responsibility for planning, directing and
controlling the activities of the Group.
•
•
the Non-Executive Directors (NEDs)
the Chief Executive Officers (Joint CEOs) and
senior executives (collectively the Executive).
The table below outlines the KMP of the Group and
their movements during the year ended 31 December
2023 (FY23).
Name
Position
Term as KMP
Non-Executive KMP
Jeffrey Browne
Independent Non-Executive Chair
Full financial year
Alexandra Goodfellow
Independent Non-Executive Director
Full financial year
Simon Kelly
Independent Non-Executive Director
Full financial year
Nikki Warburton
Independent Non-Executive Director
Full financial year
Kenneth Moelis
Non-Executive Director
Kate Pilcher Ciafone
Non-Executive Director
Full financial year
Full financial year
Executive KMP
Julian Biggins
Executive Director and Joint CEO
Full financial year
Christopher Wyke
Executive Director and Joint CEO
Full financial year
Andrew Pridham
Group Vice Chair
Janna Robertson
Chief Operating Officer
Full financial year
Full financial year
Graham Lello
Giles Boddy
Chief Financial Officer
Resigned 6 March 2023
Chief Financial Officer
Appointed 6 March 2023
46
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20232.
How remuneration is governed
Joint CEO Structure
2.1
MA Financial established a Joint CEO structure in
March 2020 following the appointments of Julian
Biggins and Christopher Wyke as Joint CEOs.
The Board considers the Joint CEO structure to be
appropriate for MA Financial in this current phase of its
growth due to the following:
• Christopher Wyke and Julian Biggins are founding
members of the Group. The Group operates a
breadth of businesses across three divisions (Asset
Management, Lending & Technology, Corporate
Advisory & Equities), has operations across
Australia, Singapore, USA, China and Hong Kong,
over 600 employees, and has $9.2 billion of assets
under management. We are an active manager of
alternative assets. Our investment expertise spans
Real Estate, Private Credit, Equities and Private
Equity investments including Venture Capital
• Each CEO brings specific skills and capabilities
to allow them to focus on managing and growing
different parts of our diversified businesses,
which we believe facilitate stronger and more
sustainable growth
• Julian is responsible for the Group’s finance,
investor relations and communications functions,
and leading the strategy and scaling of all our
Real Estate investment activities and operating
businesses associated with real estate. He also
leads our Equities and Capital Markets capabilities
• Christopher has responsibility for our Advisory,
Lending & Technology and Credit investing
activities. He also takes responsibility for our risk,
legal and compliance functions
• The Joint CEOs share equal responsibility for
Asset Management and distribution capability
and the Group’s culture, people and strategy,
including acquisitions
• Together, the Joint CEOs are also jointly responsible
for determining and driving the growth ambition of
the Group.
The Board is responsible for periodically assessing the
appropriateness of the Joint CEO structure to ensure
its effectiveness by assessing the joint performance of
the CEOs in delivering strong shareholder outcomes.
Remuneration decision-making
2.2
The Board established the Nomination and
Remuneration Committee (the Committee), which
operates under the delegated authority of the Board.
The Committee has primary carriage of the Group’s
remuneration strategy, framework and principles.
The Board, Committee and the Executive work together
to apply the remuneration governance framework. The
remuneration governance framework is designed to
support our purpose, principles, strategy, and long-
term approach to creating sustainable value for our
shareholders, clients and the community.
The members of the Committee are listed below.
Members were in office for the entire year, unless
otherwise stated.
• Alexandra Goodfellow – Independent Non-
Executive Committee Chair
• Jeffrey Browne – Independent Non-Executive
Committee Member
• Kate Pilcher Ciafone – Non-Independent Non-
Executive Committee Member.
Compensation practices were restructured in FY21.
The approach was refined in FY22 and in response
to stakeholder feedback, we have made further
refinements to short-term incentives (STI) and long-term
incentives (LTI) in FY23 to ensure remuneration policies
and practices remain appropriate and competitive.
The Committee has oversight of remuneration
practices and, where required, will access specialist
external advice about remuneration structure and
levels and is utilised periodically to support the
remuneration decision-making process.
The Committee Charter can be found on the
Corporate Governance page of the Group’s website
at www.mafinancial.com.
2.3
Remuneration principles and links to
business strategy and performance
The Board recognises the important role people play
in achieving the Group’s long-term objectives and as a
key source of competitive advantage. To grow and be
successful, the Group must be able to attract, develop,
motivate and retain the highest calibre individuals.
The Group’s purpose is to deliver sustainable, long-term
value to our clients. The key objectives underpinning
our purpose are embedded in the Group’s remuneration
principles, as summarised in the following diagram.
47
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023
The Board exercises significant oversight and
judgement to ensure the appropriate alignment of
employees, shareholders and client outcomes. In
setting remuneration, the Board seeks to strike a
balance between having a transparent, aligned and
structured remuneration framework, whilst retaining
some discretion and flexibility to alter remuneration
arrangements to deliver fair outcomes.
As the Executives of the Group continue to build
and scale the business, we seek to strike a balance
between investing in the future and appropriate
reward for the progress achieved to date. The Board
recognises the need for a human judgement overlay in
determining remuneration outcomes as rigid formulaic
approaches can deliver unintended outcomes.
OUR CORE BELIEFS
• Our purpose is to create sustainable, long-term value for clients
• We believe in unlimited potential. It is an unwavering belief in the potential of our people and our clients
• Our four drivers motivate our decisions and actions:
– Character Matters
– Better Way
– Edge has a formula
– Co-creators of value
• We believe that to consistently deliver, we must be active and expert managers of risk
REMUNERATION PRINCIPLES
Enable the Group
to attract, retain
and motivate a high
performing Executive
cohort
Align Executives to
deliver both short
and long-term results
and sustainable value
creation
Alignment to
shareholder objectives
through an ‘owner’s
mentality’
Reinforce active risk
management and
the upholding of the
Group’s values
Encourage and drive
growth by linking pay
and performance
and rewarding
outperformance
Fixed Annual
Remuneration (FAR)
e
s
o
p
r
u
P
e
r
u
t
c
u
r
t
S
h
c
a
o
r
p
p
A
Set at a comparatively
low level relative to
industry and a smaller
proportion of the
total remuneration mix.
Base salary,
compulsory
superannuation
and non-monetary
benefits.
Reviewed periodically
considering various
factors including our
remuneration policy,
role responsibility
and complexity,
market conditions
and relevant external
remuneration
benchmarks.
EXECUTIVE KMP REMUNERATION FRAMEWORK
At-risk
Short-term Incentive
Long-term Incentive
Rewards for achieving annual objectives that drives
execution of our strategy and creates sustainable
shareholder wealth, in a manner consistent with our
values, drivers and risk culture.
Rewards for creating sustainable long-
term shareholder value and reinforcing
an ownership mindset.
• 65% paid as cash
• 35% deferred into shares, as follows:
– One third for 1 year
– One third for 2 years
– One third for 3 years.
Annual grant of loan funded shares
funded by an interest-free limited
recourse loan, with vesting subject to a
4-year performance period.
Quantum:
• Target opportunity range of 275%– 325% of FAR
Quantum:
• Target opportunity range of 125%–
for Joint CEOs
• Maximum opportunity of 325% of FAR for
Joint CEOs
• No maximum opportunity for other KMP
who may earn above target range, based
on Board discretion.
175% of FAR for Joint CEOs
• No maximum opportunity for
any KMP (including Joint CEOs)
who may earn above target
range for outperformance, based
on Board discretion.
Performance Assessment:
• 50% Corporate objectives (Underlying EPS and ROE)
• 50% Personal objectives (role-specific).
Performance Assessment:
• Compound Annual Growth Rate
(CAGR) EPS growth on a sliding scale
48
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023To ensure that the remuneration framework remains fit-
for-purpose as the Group continues to grow, the Board
has continued to refine and enhance the remuneration
framework during FY23.
After a review which included consultation with
stakeholders, the Board has made certain amendments
to the remuneration structure introduced in for FY21.
The enhancements made relate to LTI are as follows:
• The commencement of the Performance Period
has been aligned more closely with the grant of
the LTI instrument (previously, the Performance
Period began approximately 15 months before the
LTI equity grant, creating a mis-alignment between
the performance measure and the associated
share price)
• As a consequence of the change, the LTI
Performance Period is now four years (previously
five years), which continues to be at the longer end
of peer comparables and meets the objectives of
Executives being incentivised to deliver sustained
long-term growth
• The performance condition which applies
is unchanged.
The nature of the changes to LTI mean that there is
no interruption to the Executives receiving an annual
award of LTI.
The elements of the Executive remuneration
framework are summarised in the diagram below and
detailed in the subsequent sections.
Type
Structure
Year 1
Year 2
Year 3
Year 4
Year 5
Year 6
Fixed Annual
Remuneration
(FAR)
Short-term
Incentive
(at risk) (STI)
Long-term
Incentive
(at risk) (LTI)
Paid monthly
Base salary,
compulsory
superannuation
and non-monetary
benefits
At risk, with 65%
paid as cash, with
35% deferred into
shares vesting
over 3 years
At risk, with annual
grant of loan funded
shares funded by an
interest-free, limited
recourse loan
(subject to a 4-year
vesting period)
Opportunity
range is
set as a %
of base salary
(March)
Share component deferred with
one third in Year 3, one third in
Year 4 and one third in Year 5
Subject to a 4-year performance period
measured against Underlying EPS CAGR
between 7.5% and 12% per annum
Legends:
Cash payment
Equity/Instrument grant
Share vesting
The above diagram illustrates the phasing of
remuneration opportunity. The remuneration structure
has been designed to include significant deferred and
share based components. This, combined with the LTI
instrument (which awards for dividends and share price
growth only) aligns the Executive to deliver shareholder
outcomes and encourages measured and responsible
business building and growth.
49
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023This is illustrated further in the following tables that highlight total remuneration deferral over a five year period. The
cumulative award shows the opportunity phasing from 22% in year 1 to 100% in year 5, with a material LTI weighting.
Timing of FAR, STI and LTI over 5 years
Fixed Annual Remuneration
Short-term Incentive
Long-term Incentive
Timing of FY23 remuneration opportunity1
Total
Cumulative Total
Y1
100%
-
-
FY22
22%
22%
1. Based on FY23 Joint CEO remuneration award
Remuneration mix
JOINT CEOs
Y2
-
65%
-
FY23
26%
59%
KMP
Y3
-
12%
-
FY24
5%
53%
Y4
-
12%
-
FY25
5%
58%
Y5
-
11%
100%
FY26
42%
100%
22%
31%
37%
78%
At risk
41%
59%
At risk
41%
28%
Fixed
STI
LTI
Fixed
STI
LTI
The graph above shows the remuneration mix for the Joint CEOs and KMP based on the remuneration outcomes
for FY23 as set out in Table 3, 5 and 8. The remuneration mix shows graphically the Board’s focus on maintaining
higher at risk components of remuneration, with 59–78% of KMP remuneration opportunity at risk. The approach to
each of the components is described below in sections 3.1 to 3.3.
50
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20233.
3.1
Executive remuneration policy and practices
Fixed Annual Remuneration (FAR)
FAR consists of base salary, compulsory
superannuation and non-monetary benefits. FAR
levels for the Executive are reviewed periodically by
the Committee on behalf of the Board taking into
consideration several factors including:
•
•
the scope and complexity of the role, including
role accountabilities
the criticality of the role to successful execution of
the business strategy
• skills and experience of the individual
• period of service
3.2
Short-term Incentive (STI) plan
• scarcity of talent
• market pay levels for comparable roles.
MA Financial has and will continue to position
FAR at relatively low levels compared with total
compensation and intends to review FAR based on
the Group achieving growth milestones, rather than
on an annual basis. We believe that higher at-risk
remuneration supports our philosophy of rewarding for
long-term performance.
There were no increases to FAR applied to KMP
in FY23.
What is the objective of
the STI plan?
The purpose of the STI plan is to recognise the Executive for achieving a combination of Board-
approved Corporate and Personal objectives that support the execution of the Group’s strategy
and create sustainable shareholder value, in a manner consistent with organisational values
and risk culture.
How is it paid?
STI awards for the Executive are paid part in cash (65%) with a portion deferred in shares (35%)
according to the extent of achievement of the applicable performance measures.
What is the Performance
Period?
STI awards are assessed over a 12-month Performance Period aligned with the Group’s financial
year (1 January 2023 to 31 December 2023).
How much can the
Executive earn?
In FY23, the Joint CEOs had a target STI opportunity of $1,800,000 and a maximum opportunity
of $1,950,000.
The Vice Chair has no target attached to his KPIs, as certain KPIs (e.g. revenue generation) are
not subject to an upper limit.
STI award outcomes depend on the extent of achievement of the applicable performance measure.
How is performance
assessed and what
are the performance
measures?
Performance measures include Corporate and Personal objectives (50% each) that align with the
Group’s strategy and core values.
The Board, with the assistance of the Committee, sets and assesses the measures applicable to
the Joint CEOs. The outcome of the assessment determines the STI amount payable to the
Joint CEOs.
The Joint CEOs set and assess the individual measures applicable to the KMP. The Committee
reviews the outcome of the assessment.
The Corporate objectives applicable to the Joint CEOs for FY23, their weightings and link to
strategy are listed below.
Corporate objective
Underlying EPS
ROE
Weighting (% of STI)
Rationale why chosen and link to strategy
To incentivise profitability growth as a key
driver of sustainable shareholder returns
Delivering long-term competitive investment
returns for our investors is core to our offering
25%
25%
50%
51
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Is there a deferral
mechanism and why?
What happens to
STI awards when an
Executive ceases
employment?
How are dividends
treated during the
deferral period?
Is there a malus/
clawback provision?
Why does the Board
consider Board
discretion to be
appropriate?
The remaining 50% of the STI opportunity relates to performance against Personal objectives
that are specific to the role and responsibilities of the Executive in the areas they control and
influence. Personal objectives are ultimately linked to the overall strategy and success measures
of the Group.
Refer to section 4.2 for further detail of the Corporate and Personal objectives of the Joint CEOs
for FY23, including commentary on performance assessment and outcomes.
Yes.
35% of any STI award is deferred into ordinary shares in the Company. The shares vest in equal
thirds on the first, second and third anniversaries of the grant date, respectively, subject to the
recipient’s continued employment.
The number of shares to be allocated is equal to 35% of the STI award divided by the face value
of Company shares, calculated as the 5 day volume-weighted average price (VWAP) up to and
including 7 March 2024.
The deferral mechanism ensures that the impact of decisions and performance in any one year
are sustained over the medium–long-term, acts as a retention mechanism, and provides the
Board an opportunity to reinforce accountability through remuneration reductions if necessary.
Unless the Board determines otherwise or the Executive is a Good Leaver (see below), if the
Executive ceases to be an employee of the Group during the deferral period, their deferred STI
will be forfeited.
Subject to the Board’s discretion to determine otherwise and any applicable laws, an Executive
who is a Good Leaver will be entitled to retain a pro rata portion of their deferred STI based on the
proportion of the deferral period that has elapsed as at the date on which employment ceases.
Any retained deferred STI will continue to be held subject to the rules governing the grant of
the deferred STI component and will remain subject to restriction until the end of the relevant
deferral period. The balance of the deferred STI will be forfeited.
Good Leaver means a participant who ceases employment due to retirement (with agreement
of the Board), resignation (with agreement of the Board), ill-health, total and permanent
disablement, redundancy, or death, or the sale by the Company of the business in which the
participant is employed such that it is no longer a member of the Group, as determined by the
Board, or such other circumstances as the Board may at any time determine.
Dividends will be paid to holders of the shares during the deferral period.
Yes.
Where, in the opinion of the Board, a participant has acted fraudulently, dishonestly, made a
material misstatement, has engaged in serious misconduct, gross negligence, is responsible for
material financial losses, has contributed to material reputational damage, is in material breach
of duties, has commenced employment with a direct competitor of the Company, the Board may,
deem all or some of any deferred STI to have been forfeited, adjust conditions applicable to the
STI, or adjust the participant’s incentive entitlements in respect of any future year.
At all times, the Board may exercise discretion on STI awards. The Board acknowledges
that selected performance measures and formulaic calculations may not provide the
right remuneration outcome in every situation, leading to occasions where the incentive
does not reflect true performance and overall contributions of the Executive. It is at this
point that discretion becomes necessary, such that the Board can adjust outcomes up or
down as warranted.
Discretion will only be applied in a manner that aligns the experience of both the Company and
shareholders.
52
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20233.3
Long-term Incentive (LTI) plan
As discussed in section 2.3 above, we have restructured the LTI to align the Performance Period with the issuance
date and as a consequence the Performance Period reduces from 5 to 4 years. The period between the issuance
date and time of vesting remains the same as prior grants, as are the performance conditions.
The below describes the LTI award which will be issued in March 2024.
Why does the Board
consider a LTI plan is
appropriate?
The key objectives of the LTI plan is to:
• Align Executive remuneration with the creation of sustainable long-term shareholder value
• Reward Executives for share price appreciation and earnings performance over a four-
year performance period
• Attract and retain key Executives
• Encourage an ‘owner’s mentality’
• Provide competitive remuneration aligned with general market practice of ASX-listed entities.
Who is eligible?
The Executive and other senior executives.
How is the award
delivered?
The LTI award is in the form of Loan Funded Shares.
A Loan Funded Share is a share whose acquisition has been fully or partly funded by a limited
recourse loan from the Company. The loan is provided for the sole purpose of participants acquiring
shares in the Company. Loan Funded Shares granted to eligible participants under the LTI plan carry
the same rights and entitlements as other shares on issue, including voting and dividends.
The loan is ‘interest free’ in that there is no annual interest charge to the participant on the
loan. However, the notional value of this interest is taken into account in the overall structure
of the programme.
The Loan Funded Shares are subject to risk of forfeiture during the vesting/Performance Periods
and while the loan remains outstanding.
How often are awards
made?
LTI awards are granted on an annual basis to eligible participants. The grant date is in March
each year.
The Board has absolute discretion to determine the frequency and timing of grants under
the LTI plan.
How much can the
Executive earn?
The CEO LTI award opportunity has been determined at 167% of fixed remuneration (the maximum
award is 175%).
What is the quantum
of the award and what
allocation methodology
is used?
The number of Loan Funded Shares granted to an Executive is determined by dividing the
Executive’s LTI opportunity by the fair value of the Company’s shares.
The fair value is calculated as the 5-day VWAP of Company shares up to and including the grant
date, multiplied by the binomial pricing model valuation factor.
The model inputs for Loan Funded Shares granted during the year included:
• Share price at grant
• Binomial factor of 30%
• LTI award
What is the performance
period?
What are the
performance conditions?
4-year performance period of 1 January 2024 to 31 December 2027.
Of the total number of Loan Funded Shares granted to an Executive, 100% will be subject to a
Performance Condition: the performance condition for the LTI award is based on a CAGR of
Underlying EPS. The award is on a sliding scale of 50%–100% award with CAGR Underlying EPS
growth of 7.5% to 12%.
53
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Why were the
performance conditions
selected?
The performance conditions were selected by the Board in consideration of the Group’s
strategic objectives. Specifically:
• Use of Underlying EPS aligns the Executive to drive profitable growth objectives. Underlying
EPS growth aligns the Executive to the strategic objectives to build MA Financial as a diversified
financial services group in a manner which is measured and can be sustained. This determines
the size of the LTI award
• Use of the Loan Funded Share instrument aligns the Executive to growth in the share price,
because the share price appreciation from issue to vest determines the value of the LTI award
• Use of a sliding scale protects against a binary LTI award outcome; and
• The LTI is 100% subject to a performance hurdle, with vesting after 4 years.
The Board will review the performance conditions annually to determine the appropriate hurdles
based on the Group’s strategy and prevailing market practice and conditions.
What is Underlying CAGR
and how is it measured?
The definition of average growth in Underlying CAGR is set out as follows:
Compound Annual
Growth Rate
(CAGR) %
=( 27EPS )( 1) – 1
23EPS
N
Where:
23EPS = Underlying EPS as at 31/12/23
27EPS = Underlying EPS as at 31/12/27
N = number of years (being 4 years in the plan)
The level of vesting of this component will be determined according to the following schedule:
Underlying CAGR (per annum)
Percentage of Loan Funded Shares that vest
Less than 7.5%
7.5% to 12%
Nil
Pro rata between 50% and 100% vest
Greater than or equal to 12%
100% vest
What are the restrictions
applying to Loan Funded
Shares?
Loan Funded Shares may not be transferred, encumbered, disposed of or otherwise dealt with while
they remain subject to the above performance conditions, unless permitted by the LTI plan rules or
determined by the Board.
Once Loan Funded Shares vest, subject to the Company’s Trading Policy and applicable law, the
Executive will generally be able to sell them subject to repaying the loan applicable to those shares
(or making arrangements acceptable to the Board regarding repaying of the loan).
How are dividends
treated during the
performance period?
Any dividends paid on the shares while the shares are restricted are applied (on a notional after-tax
basis) towards repaying the loan. The balance of the dividend is paid directly to the Executives to
fund their tax liability on the dividends received.
54
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023What happens to Loan
Funded Shares when
an Executive ceases
employment?
What happens in the
event of a change of
control?
Is there a malus/
clawback provision?
Unless the Board determines otherwise or the Executive is a Good Leaver (see below), if the
Executive ceases to be an employee of the Group during the performance period, their unvested
Loan Funded Shares will be forfeited.
Subject to the Board’s discretion to determine otherwise and any applicable laws, an Executive who
is a Good Leaver will be entitled to retain a pro rata number of their unvested Loan Funded
Shares based on the proportion of the performance period that has elapsed as at the date on which
employment ceases. Any retained unvested LTI will continue to be held subject to LTI plan rules and
relevant performance conditions, and generally the Executive will have six months to settle the loan
following vesting. The balance of unvested Loan Funded Shares will be forfeited in satisfaction of
the portion of the loan to which the forfeited Loan Funded Shares relate.
Good Leaver means a participant who ceases employment due to retirement (with agreement of
the Board), resignation (with agreement of the Board), ill-health, total and permanent disablement,
redundancy, or death, or the sale by the Company of the business in which the participant is
employed such that it is no longer a member of the Group, as determined by the Board, or such
other circumstances as the Board may at any time determine.
The Board has discretion to make a determination to award, partially award or adjust LTI in the event
of a change of control.
Yes.
Where, in the opinion of the Board, a participant has acted fraudulently, dishonestly, made a
material misstatement, has engaged in serious misconduct, gross negligence, is responsible for
material financial losses, has contributed to material reputational damage, has breached any term
of the Loan Agreement, is in material breach of duties, has commenced employment with a direct
competitor of the Group, the Board may, deem all or some of any unvested Loan Funded Shares
as forfeited, adjust conditions applicable to the Loan Funded Shares, or adjust the participant’s
incentive entitlements in respect of any future year.
Why does the Board
consider Board
discretion to be
appropriate?
At all times, the Board may exercise discretion on vesting of LTI awards. The Board acknowledges
that selected performance measures and formulaic calculations may not provide the right
remuneration outcome in every situation, leading to occasions where the incentive does not reflect
the true performance and overall contributions of the executive. It is at this point that discretion
becomes necessary, such that the Board can adjust outcomes up or down as warranted.
Discretion will only be applied in a manner that aligns the experience of both the Company and
shareholders.
55
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20234.
4.1
Executive remuneration outcomes
Company performance
FY23 financial performance
The graphs below provide a summary of the Group’s financial performance over the past five financial years (including
FY23) in accordance with the requirements of the Act. As remuneration outcomes are measured with reference to
Underlying and not statutory results, only the Underlying results are presented in this section 4 of the Remuneration
report. A reconciliation of Underlying results to statutory results is set out in note 3 of the Financial Report.
Underlying revenue ($m)
Underlying Revenue ($’m)
Underlying EBITDA ($m)
Underlying EBITDA ($m)
155.6
157.1
214.8
301.8
269.9
60.8
57.5
70.9
106.7
81.6
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
Underlying EPS (cents)
Underlying EPS (cents)
Assets under Management ($b)
Assets under Management ($b)
25.3
23.6
38.3
29.6
26.0
9.2
7.8
6.9
4.9
5.4
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
Share price ($)*
Share price ($)*
Dividend (cents)
Dividend (cents)
8.95
20.0
20.0
17.0
5.10
4.75
4.54
5.52*
10.0
10.0
FY19
FY20
FY21
FY22
FY23
FY19
FY20
FY21
FY22
FY23
* Share price at 31 December 2023
56
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023The Board provides the following commentary
regarding the Group’s Underlying financial
performance for FY23.
Further commentary on performance is set out in the
Year in Review section.
We note that in setting the STI targets for FY23:
• EPS and ROE targets were challenging, particularly
in the context of deteriorating market conditions in
some businesses; and
• A record FY22 level of performance fees was noted
as unlikely to recur in FY23.
FY23 was another year of growth for the Group and in
particular delivered strong earnings quality with growth
in recurring revenues. We call out the following key
highlights in the FY23 result:
• Recurring revenue increased by 23%, with Asset
Management delivering record gross funds inflows
(up 27% on FY22)
• Sound momentum in volume growth in our
residential mortgage sector businesses, MA Money
and Finsure
• Significant investment in future growth through the
MA Money investment, Singapore office opening,
launch of new asset management products,
acquisition of a US private credit platform and the
investment in Middle
• Resulting in Underlying EBITDA of $81.6m and
Underlying EPS of 26 cps
• The impact of strategic investments on EPS was
5 cents per share
• The share price has increased 98 cents (or 22%)
in FY23.
Not all parts of the business have enjoyed equal
growth, with Corporate Advisory & Equities
experiencing challenging market conditions and
subdued client demand for capital raisings. Having set
challenging Corporate objectives for FY23, without
all parts of the business contributing to plan, the
Corporate objectives applicable to STI have not been
met and this has been reflected in the total STI award.
However, our strategy of diversification has enabled
the business to continue to grow and invest where
opportunities present. While the Group is making
significant investment (as set out above) and has set
clear medium-term targets which reflect the benefit
of these investments being realised in the medium-
term. The Group seeks to deliver sustained growth and
continues to exercise judgement in balancing STI and
LTI awards to align Executives to delivering sustainable
growth which leads to long-term value creation.
Our LTI instrument provides strong alignment with our
shareholders objectives (to deliver share price growth).
This, combined with the significant shareholdings of
our Executives provides confidence in this team’s focus
on future growth and delivering on the investments we
have made.
4.2
STI performance and outcomes
In accordance with the methodology set out in section
3 of the Remuneration report, an assessment was
undertaken of the performance of each eligible
Executive against their FY23 objectives.
The FY23 STI objectives for the Joint CEOs, with
commentary on achievements, are provided in Table
1. The STI award percentages and payments to
Executives are presented in Table 2.
The Corporate objectives set for Underlying EPS and
Underlying ROE objectives were not met. Where the
Corporate objectives have not been met, the Board
determines an appropriate award for that KPI measure
between 0–100%. In determining an award for FY23
Corporate objectives, the Board had regard to:
• The degree of stretch in the target which was set
• The quality and composition of revenue growth and
of the earnings delivered
• The impact of strategic and long-term investments
on the reported result and measure
• The effectiveness of cost and operational initiatives
management
• The wider economic context within which the result
was delivered
• Performance against market consensus
On this assessment, the Board determined to award
40% of each of the Corporate objectives in determining
STI award for FY23.
In relation to Personal objectives, KPI measures were
assessed in the usual manner and the summary of
outcomes is set out in Table 1 below.
57
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Table 1 – Joint CEOs FY23 performance objectives and outcomes
Category
Measure
Commentary on performance
Corporate objectives
Shareholder Return
Underlying EPS attributable to
shareholders.
Investment Performance
Underlying Return on Equity (ROE)
Metrics focused on maintenance of
a strong and conservative balance
sheet position.
Underlying EPS of 26 cps which is
below the EPS target which we set at
>35 cps. Refer to section 4.2.
Underlying ROE (adjusted for
strategic investment impacts) of 11%
was below the target of 15%.
Performance against Corporate objectives
40%
Personal objectives
Strategic and Business Growth initiatives
• Metrics focused on driving the Group’s
strategic growth initiatives
• Julian Biggins has particular metrics
relating to Real Estate, operating real
estate and hospitality strategies
Overall business delivered record AUM growth, made a strategic acquisition in the
US and expanded distribution capability with the opening of a Singapore office. A
successful brand refresh and website refresh was also delivered.
Introduction of new operating real estate funds in relation to Marinas and launch
of a Hotel Accommodation strategy during 2023.
• Chris Wyke has particular metrics
Reset of Hospitality strategy completed.
relating to Lending and Technology
and Private Credit strategies
Strong private credit investor demand and loan book growth and performance,
including the strategic acquisition of Blue Elephant capital, a New York based
private credit team. Significant momentum in growing the MA Money mortgage
business, with strong volume growth and completion of its first $500m RMBS
issuance. Above budget volume growth for Finsure, which was acquired in FY22.
ESG related initiatives
• Metrics relating to leading the ESG
initiatives of the firm, including some
delineation of responsibilities between
Mr Biggins and Mr Wyke
• These include risk
culture related measures
ESG strategies and initiatives developed and presented to the Board. Progress
achieved in the integration of ESG considerations into investment decision making.
Emissions measurement and Climate Action Plan were progressed and Asset
Management operations made further progress in integrating emissions
measurement practices into Real Estate operations.
Governance and risk framework is included in metrics relating to “G”. Significant
investment in cyber security initiatives to achieve improved security posture and
incident response capabilities. This has included significant improvements in the
effectiveness of cyber and security awareness training and culture. Progressed
risk framework maturity, delivering multi year risk framework roadmap.
Leadership, Employee and Culture initiatives
• Metrics focusing on strong leadership
of the business, assessed against
employee belonging and alignment to
the Group’s culture and values
The refresh of values and drivers in FY23 was an important evolution
in our cultural expectations and standards. These have been well
received and integrated into daily practice, including hiring, onboarding
and performance management.
Leadership in culture and integration of new employees, including leading
MA Academy lecture series and sponsorship of Emerging Leaders Academy
programme.
Focus on leading and sponsoring the integration of acquired businesses into MA
Financial.
Other
• Measures relating to investor relations
Progress in line with Board set expectations and parameters.
• Measures relating to innovation
Performance against Personal objectives
Substantially met
58
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20235.
Executive contracts
Table 2 – STI opportunity for Executive KMP in FY23
Target STI opportunity1
STI award
% of target STI awarded
Julian Biggins
Christopher Wyke
Andrew Pridham2
Janna Robertson
Giles Boddy
$1,800,000
$1,800,000
N/A
$500,000
$500,000
$1,100,000
$1,100,000
N/A
$350,000
$350,000
63%
63%
N/A
70%
70%
1. The maximum opportunity for each Joint CEOs is $1,950,000. The Joint CEOs were awarded 56% of the maximum award. There is no
maximum opportunity for other KMP.
2. Andrew Pridham requested to forego the FY23 STI and in accordance with his request, no STI in respect of FY23 has been accrued for or
will be paid to him.
Table 3 – LTI awards for Executive KMP
Target LTI opportunity (% of FAR)
LTI opportunity granted ($)
LTI awarded (% of FAR)
Julian Biggins
Christopher Wyke
Andrew Pridham1
Janna Robertson
Giles Boddy
125–175%
125–175%
N/A
Up to 100%
Up to 100%
$1,000,000
$1,000,000
N/A
$250,000
$500,000
167%
167%
N/A
50%
100%
1. At the request of Andrew Pridham, no LTI award will be granted to him in March 2024.
The LTI outcomes are calculated in accordance with the methodology outlined in section 3.3 of this report. Any
equity granted to the Executive Directors will be presented to shareholders for approval in accordance with the
requirements of the Act.
Remuneration arrangements for Executives are formalised in employment agreements or service contracts
(contracts). The following table outlines the key terms of the contracts with Executives.
Table 4 – Comparison of Remuneration to prior year
Executive
STI Outcome
LTI Outcome
Awarded Total Remuneration
FY22
FY23
%
FY22
FY23
%
FY22
FY23
%
Julian Biggins
1,600,000
1,100,000
(31%)
850,000
1,000,000
18% 3,050,000
2,700,000
(11%)
Christopher Wyke
1,600,000
1,100,000
(31%)
850,000
1,000,000
18% 3,050,000
2,700,000
(11%)
Andrew Pridham1
900,000
N/A
-
500,000
N/A
-
2,000,000 600,000
(70%)
Janna Robertson
425,000
350,000
(18%)
200,000
250,000
25%
1,125,000
1,100,000
(2%)
Giles Boddy
N/A
350,000
Graham Lello
375,000
N/A
-
-
N/A
500,000
75,000
N/A
-
-
-
1,350,000
950,000
-
-
-
1. Andrew Pridham requested to forego the FY23 STI and LTI and in accordance with his request, no STI or LTI has been accrued, paid or
granted to him.
59
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Table 5 – Executive key contract provisions
Name
Term of contract
Notice period from
the company1
Notice period from
the executive
Treatment of STI and
LTI on cessation
Julian Biggins
Ongoing
9 months
9 months
Christopher Wyke
Ongoing
9 months
Andrew Pridham
Ongoing
Janna Robertson
Ongoing
Giles Boddy
Ongoing
Graham Lello2
Ongoing
3 months
3 months
3 months
6 months
9 months
3 months
3 months
3 months
6 months
Refer to section 3 of the
Remuneration report for the
treatment of STI and LTI on
cessation of employment.
Refer to section 3 of the
Remuneration report for the
treatment of STI and LTI on
cessation of employment.
1. The Group may make payment in lieu of notice and must pay statutory entitlements together with superannuation benefits. No notice
period or payment in lieu of notice applies if termination was due to serious misconduct.
2. Ceased being a KMP on 6 March 2023.
Termination payments
During the year, the Group paid Graham Lello termination payments to the sum of AUD 198,764 (FY22: Nil).
6.
6.1
Executive remuneration tables
Executive cash value of remuneration realised in FY23
The cash value of remuneration realised by the Executive in FY23 is set out below. This information is considered
to be relevant as it provides shareholders with a view of the ‘take home pay’ received by the Executive in FY23 and
may differ from the disclosure of statutory remuneration in Table 7.
Table 6 – Executive value of remuneration in FY23
Executive
Fixed
remuneration
FY23 Annual STI bonus
Fixed
remuneration
Variable remuneration
Salary including
superannuation
$
Cash
component
$
Deferred
equity1
$
Salary including
superannuation
%
Cash
bonus
%
Deferred
equity
%
Julian Biggins
600,000
715,000
385,000
Christopher
Wyke
600,000
715,000
385,000
Andrew Pridham
600,000
N/A
N/A
Janna
Robertson
500,000
227,500
122,500
Giles Boddy
413,010
227,500
122,500
Graham Lello
131,323
-
-
35%
35%
-
59%
54%
100%
42%
42%
-
27%
30%
-
23%
23%
-
14%
16%
-
1. Amounts disclosed represent the accounting value of the award that will vest in three annual and equal instalments commencing 2025 and
ending in 2027. The maximum value of the award would be the number of restricted shares at the Company’s share price at the time of vesting.
60
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20236.2
Statutory executive remuneration in FY23
The below sets out the statutory executive remuneration disclosures which have been prepared in accordance with the Act and Australian Accounting Standards.
Table 7 – Statutory Executive remuneration table
Short-term employee benefits
Long-term benefits
Equity-based benefits
Cash
salary
$
Bonus (cash
component)1
$
Allowance
$
Annual
leave
$
Non-
monetary
$
Total
short-term
benefits
$
Super-
annuation
$
Long
service
leave
$
Bonus
(deferred
cash
component)
$
Total
long-term
benefits
$
Restricted
shares
$
Options &
rights
$
Total
equity-
based
benefits
$
Total
remun-
eration
$
Performance
related
remun-
eration
%
2023 573,654
715,000
750
(89,296)
15,347
1,215,455
26,346
(4,148)
2022
575,570
942,500
-
23,912
12,749
1,554,731
24,430
11,928
2023 573,654
715,000
750
(114,916)
15,486
1,189,974
26,346
(4,079)
2022
575,570
1,040,000
-
37,360
13,106 1,666,036
24,430
11,922
2023 573,654
-
750
(95,586)
14,912
493,730
26,346
(3,931)
-
-
-
-
-
22,198
497,215
(131,982)
365,234 1,602,887
36,358
606,669
506,509
1,113,178 2,704,267
22,267
536,930
(131,982)
404,949
1,617,190
36,352
664,062
451,001
1,115,063
2,817,451
22,415
24,473
(19,869)
4,603
520,748
2022 556,820
585,000
-
64,375
14,967
1,221,162
24,430
45,851
315,000
385,281
54,829
222,222
277,051
1,883,494
2023 473,654
227,500
1,170
8,499
2022 463,070
269,750
-
(1,000)
2023 389,376
227,500
1,170
18,133
2022
-
2023
237,354
-
-
2022 463,070
243,750
-
-
-
-
1,826
4,678
-
-
-
-
710,823
26,346
1,431
731,820
24,430
5,642
636,179
23,634
474
-
-
-
82
239,262
12,646
(69,267)
-
711,498
24,430
18,988
2023 2,821,346
1,885,000
4,590 (271,340)
45,827 4,485,423
141,664
(79,520)
-
-
-
-
-
-
-
27,777
157,103
56,172
213,275
951,875
30,072
183,066
145,604
328,670 1,090,562
24,108
42,843
-
-
-
-
42,843
703,130
-
-
(56,621)
145,624
193,956
339,580
522,221
43,418
152,473
112,701
265,174 1,020,090
62,144
1,404,188
(33,705)
1,370,484
5,918,051
2022 2,634,100
3,081,000
-
129,325
40,822 5,885,247
122,150
94,331
315,000
531,481
1,661,099 1,438,036
3,099,137 9,515,864
67%
78%
69%
77%
1%
66%
50%
57%
39%
-
83%
51%
Executive
Julian Biggins
Christopher Wyke
Andrew Pridham
Janna Robertson
Giles Boddy
Graham Lello2
Total
1. The cash component of bonuses received in respect of FY23 is expected to be paid in March 2024.
2. The Board has exercised its discretion to classify Graham Lello as a Good Leaver. He has retained the entirety of his unvested restricted shares and unvested options at a pro-rata basis. The initial valuation and
vesting profile remains unchanged.
Equity-based benefits include the accelerated amortisation of the shares and options retained as at termination date.
61
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Non-Executive Director remuneration
7.
7.1
NED remuneration policy and fee
structure
The Group’s NED remuneration policy is designed to
attract and retain suitably skilled Directors who can
discharge their roles and responsibilities required in
terms of good governance, oversight, independence
and objectivity.
The Board seeks to attract Directors with different
skills, experience, expertise and diversity.
Under the Group’s Constitution and the ASX listing
rules, the total annual fee pool for NEDs is determined
by shareholders. The current maximum aggregate NED
fee pool of $1,000,000 per annum was approved by
Table 8 – NED fee structure
shareholders at the 2020 AGM. Within this aggregate
amount, NED fees are reviewed annually by the
Committee and set by the Board.
The Committee reviews NED fees against comparable
companies within the broader general industry
and taking into account recommendations from
independent remuneration advisors.
As indicated in the FY22 Remuneration report, the
Board Committee Chair fees were reviewed in late FY22
and were effective from 1 January 2023 and have been
reviewed for FY23.
The table below summarises the annual Board
and committee fees payable to NEDs (inclusive of
superannuation).
Role
FY23
FY22
Role
FY23
FY22
Board fees
Chair
280,000
280,000 Committee
Chair
45,000
20,000
fees
NED
120,000
120,000
Member
-
-
The payment of Chair committee fees recognises the
additional time commitment required by NEDs who
serve in those positions. The Chair of the Board does
not receive additional fees for being a member of any
Board committee.
7.2
Total fees paid to NEDs
Table 9 – Statutory NED remuneration
NEDs do not receive share options, other performance-
based incentives or retirement benefits.
Non-Executive Director
Jeffrey Browne
Kenneth Moelis
Alexandra Goodfellow
Kate Pilcher Ciafone
Simon Kelly
Nikki Warburton
Total
Short-term employee benefits
Cash salary and fees including superannuation
FY23
$
FY22
$
280,000
280,000
-
-
165,000
140,000
-
165,000
120,000
730,000
-
140,000
2,959
562,959
62
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023
8.
8.1
Equity instrument reporting
Shareholding Policy
In FY22 MA Financial introduced a Minimum Shareholding policy. The policy introduced a minimum level of
shareholding as follows:
• Non-Executive Directors: 100% of base Directors fees
• Executive KMP / Senior Executives: 150% of FAR (excluding superannuation)
Those subject to the policy have three years from commencement of employment with the Group to achieve the
minimum holding. All Non-Executive Directors, Executive KMP and Senior Executives are in compliance with
the policy.
8.2
Loan Funded Shares provided to the Executive
The following table details Loan Funded Shares that have been issued to the Executive under the LTI plan (refer to
section 3).
The LTI granted for FY22 was issued in March 2023.
Table 10 – Loan Funded Shares – LTI plan
Balance at
1 Jan 23
Granted as
remuneration
Vested
Lapsed
Julian Biggins
765,900
639,001
Christopher Wyke
765,900
639,001
Andrew Pridham
216,077
375,883
Janna Robertson
594,840
150,353
Giles Boddy
-
-
Graham Lello
494,840
56,382
-
-
-
-
-
-
Balance at
31 Dec 23
1,404,901
1,404,901
591,960
745,193
-
-
-
-
-
-
(120,640)
430,582
62
63
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20238.3 Movements in Executive equity holdings and deferred shares
The details of equity holdings and deferred shares in the Company held by executives (including close family
members and/or any entity they, or their close family members, control, jointly control or significantly influence) are
set out in Table 11 below.
There have been no changes to the terms and conditions of these awards since the awards were granted. There are
no amounts unpaid on any of the shares exercised and all restricted shares and rights are exercised automatically
when vested.
Table 11 – Equity holdings of Executive KMP
Executive
Equity
instrument1
Number
at start of
year
Granted
during the
period2
Vested
Acquired
Disposed
Number at
reporting
date
Ordinary shares
5,328,170
Julian Biggins
Share rights
28,866
-
-
154,551
(28,866)
Restricted shares
221,606
117,881
(125,685)
Ordinary shares
5,328,170
Christopher Wyke
Share rights
29,236
-
-
161,674
(29,236)
Restricted shares
239,316
130,076
(132,438)
-
-
-
-
-
-
(154,551)
5,328,170
-
-
-
213,802
(461,674)
5,028,170
-
-
-
236,954
19,066
-
(1,000,000)
17,969,675
Ordinary shares
18,950,609
Restricted shares
38,132
Ordinary shares
92,968
-
-
-
Andrew Pridham
Janna Robertson
(19,066)
32,678
Restricted shares
66,219
33,739
(32,678)
Ordinary shares
Giles Boddy
Share rights
Restricted shares
-
-
-
Ordinary shares
275,138
Graham Lello3
-
-
-
-
-
-
-
25,018
Restricted shares
46,788
30,487
(25,018)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
19,066
125,646
67,280
-
-
-
300,156
52,257
1. Ordinary share holding includes directly held shares and beneficial interests in ordinary shares as a result of holdings in the Existing Staff
Trusts (as defined in the Glossary in the Additional Information section of the Annual Report).
2. Restricted shares granted as part of the FY22 short-term incentive award in March 2023.
3. Movements and balance up to and as at termination date.
64
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 20238.4 Movements in Non-Executive Director equity holdings
The number of equity instruments in the Company held (directly and nominally) by Non-Executive Directors or their
related parties (their close family members and/or any entity they, or their close family members, control, jointly
control or significantly influence) are set out below.
Table 12 – Equity holdings of Non-Executive Directors
Executive
Equity
instrument
Number
at start
of year
Granted
during
the year
Vested
Purchased
Disposed
Number
at signing
date
Jeffrey Browne
Ordinary shares
781,250
Kenneth Moelis
Ordinary shares
-
Alexandra Goodfellow Ordinary shares
32,371
Kate Pilcher Ciafone
Ordinary shares
-
Simon Kelly
Ordinary shares
65,161
Nikki Warburton
Ordinary shares
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
30,000
10,000
(631,250)
150,000
-
-
-
-
-
-
32,371
-
95,161
10,000
9.
Loans to KMP
There were no loans to KMP during the year. Loan balances under the limited recourse Loan Funded Share Plan
represent a transaction with a KMP that is an in-substance option and not a loan to the KMP.
10. Other transactions and balances with KMP and their related parties
Transactions conducted by KMP (and their related parties) during the year with the Company and its subsidiaries,
joint ventures and associates of the Group are described below.
In 2019 Mr Pridham and Mr Biggins entered into property management service arrangements with the Group on the
same terms offered to third-party investors in a property managed by the Group. Total management fees payable
by Mr Pridham and Mr Biggins for FY23 amounted to $51,872 and $11,598 respectively.
65
Remuneration report (continued)MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Auditor’s independence declaration
66
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. Lead Auditor’s Independence Declaration under Section 307C of the Corporations Act 2001 To the Directors of MA Financial Group Limited I declare that, to the best of my knowledge and belief, in relation to the audit of MA Financial Group Limited for the financial year ended 31 December 2023 there have been: i.no contraventions of the auditor independence requirements as set out in theCorporations Act 2001 in relation to the audit; andii.no contraventions of any applicable code of professional conduct in relation to the audit.KPM_INI_01 PAR_SIG_01 PAR_NAM_01 PAR_POS_01 PAR_DAT_01 PAR_CIT_01 KPMG Shaun Kendrigan Partner Sydney 22 February 2024 Small Caps
Conference
Contents
Statement of profit or loss and other comprehensive income
Statement of financial position
Statement of changes in equity
Statement of cash flows
1 Basis of preparation and material accounting policies
71
72
73
74
75
2 Application of new and revised Australian Accounting Standards 77
3 Segment information
4 Fee and commission income
5 Fee and commission expense
6
7
Interest income
Investment income
8 Employee expenses
9 Finance costs
10 Other expenses
11
Income tax
12 Cash and cash equivalents
13 Receivables
14 Loans receivable
15 Loss allowance
16 Contract assets and liabilities
17 Other financial assets and liabilities
18 Property, plant and equipment
19 Right-of-use assets and lease liabilities
20 Investments in associates and joint ventures
21
Intangible assets
78
83
85
86
86
87
87
87
88
91
93
94
95
99
100
102
104
106
110
69
MA Financial Group | 2023 Annual ReportContents (continued)
22 Trade and other payables
23 Borrowings
24 Provisions
25 Financial risk management
26 Fair value of financial assets and financial liabilities
27 Contributed equity
28 Earnings per share
29 Dividends
30 Reserves and non-controlling interests
31 Share-based payments
32 Key management personnel compensation
33 Related party transactions
34 Acquisitions and disposals of subsidiaries
35 Parent entity disclosures
36 Deed of cross guarantee
37 Structured entities
38 Auditor’s remuneration
39 Commitments
40 Events after the reporting date
113
113
116
117
124
127
128
129
130
131
138
138
139
143
144
146
147
147
147
70
MA Financial Group | 2023 Annual ReportStatement of profit or loss and other comprehensive
income
For the year ended 31 December 2023
Fee and commission income
Fee and commission expense
Net fee and commission income
Share of net profits from associates
Interest income
Investment income
Other income
Total income
Employee expenses
Marketing and business development
Information, technology and data
Depreciation and amortisation
Finance costs
Credit loss allowance
Other expenses
Total expenses
Profit before tax
Income tax expense
Profit after income tax
Other comprehensive (loss)/income, net of tax
Items that will not be subsequently reclassified to profit or loss:
Fair value loss on investments in equity instruments
designated at FVTOCI
Share of other comprehensive (loss)/income from associates
Items that may be subsequently reclassified to profit or loss:
Foreign exchange movements on translation
Total other comprehensive (loss)/income, net of tax
Total comprehensive income
Profit attributable to:
Owners of the Company
Non-controlling interests
Total comprehensive income attributable to:
Owners of the Company
Non-controlling interests
Earnings per share
From continuing operations
Basic (cents per share)
Diluted (cents per share)
31 Dec 2023
Consolidated
$’000
Note
4
5
20
6
7
8
18,19,21
9
15
10
11
28
28
765,376
(527,031)
238,345
2,086
145,051
6,538
750
392,770
166,174
13,776
10,731
17,714
113,048
851
26,997
349,291
43,479
(12,400)
31,079
(283)
(6,300)
(6,583)
(2,937)
(2,937)
(9,520)
21,559
28,517
2,562
31,079
18,997
2,562
21,559
17.8
17.3
31 Dec 2022
Consolidated
$’000
709,727
(443,509)
266,218
1,389
58,633
6,873
1,885
334,998
167,047
11,454
10,144
17,241
40,694
1,887
25,562
274,029
60,969
(16,114)
44,855
(920)
1,608
688
211
211
899
45,754
44,855
-
44,855
45,754
-
45,754
28.0
26.9
The above Statement of profit or loss and other comprehensive income is to be read in conjunction with the
accompanying notes.
71
MA Financial Group | 2023 Annual ReportStatement of financial position
Assets
Cash and cash equivalents
Receivables
Loans receivable
Income tax receivable
Other financial assets
Contract assets
Property, plant and equipment
Investments in associates and joint ventures
Other assets
Restricted cash
Right-of-use assets
Deferred tax assets
Intangible assets
Goodwill
Total assets
Liabilities
Trade and other payables
Income tax payable
Other financial liabilities
Borrowings
Contract liabilities
Provisions
Lease liabilities
Deferred tax liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Retained earnings
Equity attributable to owners of the Company
Non-controlling interests
Total equity
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
Note
12
13
14
11
17
16
18
20
19
11
21
21
22
11
17
23
16
24
19
11
27
30
30
180,319
86,416
2,079,716
7,192
186,939
705,285
4,263
50,771
9,601
700
65,983
739
54,292
141,648
144,589
88,483
855,482
-
196,312
607,232
5,973
91,586
9,086
700
61,773
-
56,849
128,169
3,573,864
2,246,234
65,089
-
102,415
2,153,496
661,158
40,440
71,510
18,596
77,805
3,849
116,419
940,089
571,365
46,629
64,952
15,539
3,112,704
1,836,647
461,160
409,587
278,737
44,698
74,101
397,536
63,624
461,160
275,087
54,011
80,489
409,587
-
409,587
The above Statement of financial position is to be read in conjunction with the accompanying notes.
72
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Statement of changes in equity
Consolidated
Attributable to the owners of the Company
Contributed
equity
$’000
Note
Reserves
$’000
Retained
earnings
$’000
Total
$’000
Non-
controlling
interests
$’000
Balance as at 1 January 2022
254,990
48,491
66,552
370,033
Profit after income tax
Other comprehensive income, net of tax
Foreign currency translation
Total comprehensive income
Payment of dividends
Issue of ordinary shares
Shares vested under deferred shares
plan
Share buy-back
Treasury shares
Equity transaction costs
Share-based payments
-
-
-
-
-
44,188
30
29
27
-
44,855
44,855
688
211
-
-
688
211
899
44,855
45,754
(30,918)
(30,918)
-
-
-
-
-
-
44,188
-
(4,104)
(22,782)
(131)
7,547
2,926
(2,926)
(4,104)
(22,782)
(131)
-
-
-
-
7,547
Balance as at 31 December 2022
275,087
54,011
80,489
409,587
Balance as at 1 January 2023
275,087
54,011
80,489
409,587
20,097
4,621
(30,918)
(6,200)
Profit after income tax
Other comprehensive income, net of tax
Foreign currency translation
Total comprehensive income
Payment of dividends
Issue of ordinary shares
30
29
27
-
-
-
-
-
17,064
-
28,517
28,517
2,562
31,079
(6,583)
(2,937)
-
-
(6,583)
(2,937)
-
-
(6,583)
(2,937)
(9,520)
28,517
18,997
2,562
21,559
(34,905)
(34,905)
Shares vested under deferred shares plan
912
(912)
Share buy-back
Treasury shares
Equity transaction costs
Share-based payments
Movement in non-controlling interests
(1,027)
(13,273)
(26)
-
-
-
-
-
1,119
-
17,064
-
(1,027)
(13,273)
(26)
1,119
-
-
-
-
-
-
-
-
61,062
61,062
Balance as at 31 December 2023
278,737
44,698
74,101
397,536
63,624
461,160
3,650
207
(34,905)
(31,048)
61,062
30,014
The above Statement of changes in equity is to be read in conjunction with the accompanying notes.
73
Total
equity
$’000
370,033
44,855
688
211
45,754
(30,918)
44,188
-
(4,104)
(22,782)
(131)
7,547
(6,200)
409,587
409,587
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(34,905)
17,064
-
(1,027)
(13,273)
(26)
1,119
-
-
-
-
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 202331 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
Note
669,558
571,103
Statement of cash flows
Cash flows from operating activities
Receipts from customers
Payments to suppliers and employees
Amounts advanced to third parties
Proceeds from warehouse notes and fund preferred units
Interest received
Interest paid
Income taxes paid
Net cash inflows from operating activities
12
Cash flows from investing activities
Net proceeds/(payments) for the sale and acquisition of investments
Distributions received from investments
Receipts from employee loans
Net proceeds from the sale and acquisition of shares in associates
Payments to acquire subsidiaries, net of cash acquired
34
Payments to acquire property, plant and equipment and intangible assets
Net cash inflows/(outflows) from investing activities
Cash flows from financing activities
Net proceeds from the issue of shares
Payments for treasury shares
Share buy-back
Net (payment)/proceeds from exercise of share options
Cash transferred from restricted cash accounts
Payments of lease liabilities
Interest on lease liabilities
Net proceeds/(payments) from borrowings
Dividends paid to shareholders
Payments to non-controlling interests
Net cash outflows from financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at the beginning of the year
Effects of exchange rate movements on cash and cash equivalents
(668,540)
(1,156,406)
1,164,217
136,452
(103,736)
(19,361)
22,184
15,420
11,538
495
2,444
(6,496)
(4,115)
19,286
-
(4,408)
(1,027)
(1,183)
-
(7,090)
(4,354)
49,190
29
(34,905)
(2,562)
(6,339)
40,360
144,589
599
Cash and cash equivalents at the end of the year
12
180,319
The above Statement of cash flows is to be read in conjunction with the accompanying notes.
(519,161)
(336,130)
498,768
54,247
(35,189)
(21,249)
212,389
(376)
9,546
35
25,784
(146,910)
(12,866)
(124,787)
22,928
(9,920)
(4,104)
91
1,800
(5,948)
(3,513)
(162,098)
(30,918)
-
(191,682)
(104,080)
247,062
1,607
144,589
74
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements
1
Basis of preparation and material accounting policies
MA Financial Group Limited (Company) is a listed
public company limited by shares, incorporated and
domiciled in Australia.
The Financial Report for MA Financial Group and
its controlled entities (Group) for the year ended
31 December 2023 was authorised for issue in
accordance with a resolution of the Directors on 22
February 2024.
Basis of preparation
a
This is a general purpose financial report which has
been prepared in accordance, and complies, with
Corporations Act 2001 (Cth) (the Act), Australian
Accounting Standards and other authoritative
pronouncements of the Australian Accounting
Standards Board (AASB) and International Financial
Reporting Standards (IFRS) as issued by the
International Accounting Standards Board (IASB).
The Financial Report comprises the consolidated
financial statements of the Group and accompanying
notes. MA Financial Group Limited is a for-profit
company for the purposes of preparing this
Financial Report.
The Group has prepared the Financial Report on
the basis that it will continue to operate as a going
concern. The Directors have, at the time of approving
the financial statements, a reasonable expectation
that the Group has adequate resources to continue in
operational existence for the foreseeable future.
Where necessary, comparative information has been
restated to conform to any changes in presentation
made in this Financial Report.
Unless otherwise stated, amounts in this Financial
Report are presented in Australian dollars and have
been prepared on a historical cost basis, except
for financial assets that are measured at fair value.
Historical cost is generally based on the fair values
of the consideration given in exchange for goods and
services. The assets and liabilities disclosed in the
Statement of financial position are grouped by nature
and listed in an order that reflects their relative liquidity.
In the disclosure notes, the current/non-current split is
between items expected to be settled within 12 months
(current) and those expected to be settled greater than
12 months (non-current).
In accordance with the Act, these financial statements
present the results of the Group only. Supplementary
information about the parent entity is disclosed in
note 35.
The principal accounting policies adopted in the
preparation of this Financial Report and that of the
previous financial year are set out below and disclosed
individually within each of the relevant notes in the
Financial Report. These policies have been consistently
applied to all the financial years presented and are
applicable to both the Group and the Company, unless
otherwise stated.
Significant accounting judgements, estimates
and assumptions
The preparation of the Financial Report requires the
use of certain critical accounting estimates. It also
requires management to exercise judgement in the
process of applying the accounting policies. The key
estimates and assumptions that have a significant risk
of causing a material adjustment to the recognised
amounts are disclosed individually within each of the
relevant notes to the Financial Report.
Estimates and judgements are continually evaluated
and are based on historical experience and other
factors, including reasonable expectations of
future events.
Comparatives
b
Where necessary, comparative information has been
restated to conform to any changes in presentation
made in this Financial Report. For clearer presentation,
the Group has realigned/reclassified the revenue and
expense categories and reclassified foreign exchange
movements on translation as an item that may be
subsequently reclassified to profit or loss in the
Statement of profit or loss and other comprehensive
income, reallocated lending trail commission income
to at a point in time in note 4 and reclassified cashflow
movements in distributions from investments and
amounts advanced to third parties from investing
activities to operating activities in the Statement
of cash flows. There has been no effect on the
comparative year results, net assets or equity due to
the reclassification.
Rounding of amounts
c
Unless otherwise stated, amounts in the Directors’
Report and the Financial Report have been rounded
to the nearest thousand dollars under the option
available to the Group under ASIC Corporations
Instrument 2016/191.
75
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023
1
Basis of preparation and material accounting policies (continued)
Foreign currency
d
Both the presentation currency and the functional
currency of the Company and its controlled Australian
entities are Australian dollars. A number of foreign
controlled entities have a functional currency other
than Australian dollars.
Transactions in foreign currency are translated into
the functional currency at the foreign exchange rate
ruling at the date of the transaction. Monetary assets
and liabilities denominated in foreign currencies
are retranslated into Australian dollars at the
foreign exchange rate at the Statement of financial
position date.
Non-monetary assets and liabilities that are
measured at historical cost in foreign currency are
translated using the exchange rate as at the date of
the transaction. Non-monetary assets and liabilities
measured at fair value in a foreign currency are
translated to the functional currency using exchange
rates at the date when fair value was determined.
Goods and services tax
e
Revenues, expenses and assets are recognised net of
the amount of goods and services tax (GST), except:
(i) where the amount of GST incurred is not
recoverable from the taxation authority, it is
recognised as part of the cost of acquisition of an
asset or as part of an item of expense; or
(ii) for receivables and payables which are recognised
inclusive of GST.
The net amount of GST recoverable from, or payable
to, the taxation authority is included as part of
receivables or payables.
Cash flows are included in the cash flow statement
on a gross basis. The GST component of cash flows
arising from investing and financing activities which is
recoverable from, or payable to, the taxation authority
is classified within operating cash flows.
76
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)2
Application of new and revised Australian Accounting Standards
New accounting standards, amendments and interpretations that are effective in the
current financial year
The Group has adopted all of the new and revised Standards and Interpretations issued by the Australian
Accounting Standards Board (the AASB) that are relevant to the Group’s operations and mandatorily effective on or
after 1 January 2023, including:
• AASB 2021–2 Amendments to Australian Accounting Standards – Disclosure of Accounting Policies and Definition
of Accounting Estimates
• AASB 2021–5 Amendments to Australian Accounting Standards – Deferred Tax related to Assets and Liabilities
arising from a Single Transaction
The new and revised Standards and Interpretations adopted during the year do not materially affect the Group’s
accounting policies or any of the amounts recognised in the financial statements.
Accounting standards and interpretations issued but not yet effective
Standard/Interpretation
AASB 2022–6 Amendments to Australian Accounting
Standards – Non-current Liabilities with Covenants
AASB 2022–5 Amendments to Australian Accounting
Standards – Lease Liability in a Sale and Leaseback
AASB 2023–1 Amendments to Australian Accounting
Standards – Supplier Finance Arrangements
AASB 2014-10 Amendments to Australian Accounting
Standards – Sale or Contribution of Assets between an
Investor and its Associate or Joint Venture, AASB 2015-10
Amendments to Australian Accounting Standards – Effective
Date of Amendments to AASB 10 and AASB 128 and AASB
2017-5 Amendments to Australian Accounting Standards –
Effective Date of Amendments to AASB 10 and AASB 128 and
Editorial Corrections, AASB 2021-7 Amendments to Australian
Accounting Standards – Effective Date of Amendments to
AASB 10 and AASB 128 and Editorial Corrections
Effective for
annual reporting
periods beginning
on or after
Expected to be
initially applied
in the financial
year ending
1 January 2024
31 December 2024
1 January 2024
31 December 2024
1 January 2024
31 December 2024
1 January 2025
31 December 2025
77
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)3
Segment information
AASB 8 Operating Segments requires the
‘management approach’ to disclose information
about the Group’s reportable segments. The financial
information is reported on the same basis as used
by senior management and the Board of Directors
for evaluating operating segment performance and
for deciding how to allocate resources to operating
segments. The segment note is prepared on the same
basis as the Group’s non-IFRS (Underlying) financial
measures. Please refer to the Directors’ Report for an
explanation of why the Directors believe the Underlying
measures are useful.
The Board of Directors is considered to be the Chief
Operating Decision Maker (CODM).
The Group is organised into the following
business segments:
• Asset Management
• Lending & Technology
• Corporate Advisory & Equities (CA&E)
The Corporate Services segment represents the
unallocated costs associated with the central
executives and corporate support functions. Items of
income and expenses within the Corporate Services
segment also include the net result of managing the
Group’s liquidity and funding requirements.
3.1
Services from which reportable
segments derive their revenues
The Asset Management segment incorporates the
provision of asset management services, principal co-
investment and strategic investments. During the year,
the Group expanded its Asset Management segment
by acquiring Blue Elephant Capital Management
LLC, Blue Elephant Partner LLC and Blue Elephant
Financing LLC (collectively Blue Elephant), a SEC-
regulated specialty credit asset manager based in
New York.
The Lending & Technology segment includes lending
platforms for the provision of loan funding, residential
mortgages and financial technology including
mortgage aggregation services.
The Corporate Advisory & Equities segment provides
corporate advice, underwriting and institutional
stockbroking services.
The main items of profit or loss and other
comprehensive income used by management to assess
each business are Underlying revenue, Underlying
Earnings Before Interest, Tax, Depreciation and
Amortisation (EBITDA) and Underlying Net Profit
After Tax.
Information regarding these segments is presented in
section 3.2. The accounting policies of the reportable
segments are the same as the Group’s reporting
policies, with the exception of adjustments made to the
Underlying results.
78
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)3
Segment information (continued)
3.2
Segment results
Depreciation, amortisation and net interest expense are not disclosed by segment as they are not provided to the
CODM and are only reported on a Group basis. Assets and liabilities are not disclosed as they are not provided to
the CODM. The following is an analysis of segment performance:
Asset
Management
$’000
Lending &
Technology
$’000
CA&E
$’000
Corporate
Services
$’000
Total
Underlying
segment
$’000
Adjustments4
$’000
Statement of
comprehensive
income
$’000
31 December 2023
Revenue1
Staff costs
176,071
44,653
48,279
873
269,876
122,894
392,770
(75,754)
(23,198)
(34,284)
(20,535)
(153,771)
(12,403)
(166,174)
Non-staff costs
(18,094)
(7,401)
(7,142)
(1,903)
(34,540)
(17,815)
(52,355)
EBITDA2
82,223
14,054
6,853
(21,565)
81,565
92,676
174,241
Depreciation and amortisation
Interest expense3
Profit before tax
Income tax expense
Net profit after income tax
Other comprehensive income
Total comprehensive income
31 December 2022
Revenue1
Staff costs
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(12,954)
(4,760)
(17,714)
(9,184)
(103,864)
(113,048)
59,427
(15,948)
43,479
(17,828)
5,428
(12,400)
41,599
(10,520)
-
(9,520)
41,599
(20,040)
31,079
(9,520)
21,559
197,790
41,096
61,550
1,363
301,799
33,199
334,998
(74,299)
(19,428)
(39,987)
(22,323)
(156,037)
(11,010)
(167,047)
Non-staff costs
(20,014)
(6,057)
(7,581)
(5,390)
(39,042)
(10,005)
(49,047)
EBITDA2
103,477
15,611
13,982
(26,350)
106,720
12,184
118,904
Depreciation and amortisation
Interest expense3
Profit before tax
Income tax expense
Net profit after income tax
Other comprehensive income
Total comprehensive income
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(11,121)
(6,120)
(17,241)
(7,834)
(32,860)
(40,694)
87,765
(26,796)
(26,329)
10,215
61,436
(16,581)
-
899
60,969
(16,114)
44,855
899
61,436
(15,682)
45,754
1. Revenue refers to total income on the Statement of profit or loss and other comprehensive income.
2. Statutory EBITDA is not an IFRS measure but has been presented to provide a comparable measure to the Underlying result.
3. Interest expense is referred to as finance costs in the Statement of profit or loss and other comprehensive income.
4. Refer to the reconciliation of the Underlying segment to statutory measures.
79
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)3
Segment information (continued)
3.2
Segment results (continued)
A reconciliation of the Underlying segment measures to the statutory measures is as follows:
Note
Revenue1
$’000
EBITDA
$’000
NPAT
$’000
Comprehensive
income
$’000
Statutory result for the year ended 31 December 2023
392,770
174,241
31,079
21,559
Differences in measurement
Business acquisition adjustments
Net loss on investments
Adjustments relating to associates
Software development adjustments
Differences in classification
Adjustments relating to Lending Trusts2
Credit investments
Interest income
Expense allocations
Tax on adjustments
Total adjustments
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
-
-
4,024
-
5,544
10,964
-
4,024
4,065
-
4,024
3,522
10,964
2,427
12,838
3,522
(107,759)
(103,669)
(2,562)
(2,562)
(851)
-
(2,640)
(2,640)
(15,668)
-
-
-
-
-
-
(5,428)
(122,894)
(92,676)
10,520
Underlying results for the year ended 31 December 2023
269,876
81,565
41,599
Statutory result for the year ended 31 December 2022
334,998
118,904
44,855
45,754
Differences in measurement
Business acquisition adjustments
Net (gain)/loss on investments
Adjustments relating to associates
Software development adjustments
Differences in classification
Adjustments relating to Lending Trusts2
Credit investments
Interest income
Expense reallocations
Tax on adjustments
Total adjustments
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
-
(149)
3,716
(149)
9,836
(149)
14,773
14,773
14,773
-
3,162
3,162
(33,494)
(32,183)
-
(2,255)
(353)
(353)
(1,150)
(1,150)
(10,924)
-
-
-
-
-
(33,199)
(12,184)
16,581
Underlying results for the year ended 31 December 2022
301,799
106,720
61,436
(10,688)
(12,155)
-
-
-
(7,149)
20,040
41,599
9,836
2,623
12,569
3,162
-
(353)
-
-
15,682
61,436
1. Revenue refers to total income on the Statement of profit or loss and other comprehensive income.
2. Lending Trusts refers to residential mortgage-backed securitisation trusts, Specialty Lending trusts and Credit Funds in the Priority Income
Fund strategies that the Group manages and consolidates, excluding amounts attributable to non-controlling interests.
80
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)3
Segment information (continued)
3.2
Segment results (continued)
Differences in measurement
(a) The Underlying treatment removes one-off
Differences in classification
(e) The Underlying treatment records the net
distributions received from the Lending Trusts in
Underlying revenue. As such interest and other
expenses are reclassified to interest income to
reflect this net position.
(f) The Underlying expected credit loss (ECL)
expenses are reclassified from Statutory expense
to Underlying revenue to be consistent with how
management view the movement in the value of
investments.
(g)
Interest income on cash and bank balances of
$2.6 million (31 December 2022: $1.2 million) is
reclassified to Underlying interest expense.
(h) The Underlying adjustment reclassifies revenue
against those expenses that have been recovered
to reflect the net nil impact to the Group.
transaction costs related to the acquisition of
subsidiaries. In addition, the Underlying treatment
removes earn-out cash and share-based
payments to vendors, who are now employees
of the Group, that are required to be recognised
under IFRS as either salary and wages or share-
based payment expenses. During the year $5.5m
of expenses (31 December 2022: $3.7 million)
related to business acquisitions has been removed
from Underlying EBITDA. Underlying NPAT
also excludes the non-cash IFRS expenditure
relating to the amortisation of intangible assets,
recognised in a business combination, of $5.4
million (31 December 2022: $6.1 million).
(b) The Underlying treatment only recognises realised
gains/losses on disposal of financial investments
in Underlying revenue. The Underlying treatment
does not include unrealised gains and losses on
financial investments, in line with the change in
approach announced during 2022. During the year,
unrealised gains on financial investments of $0.5
million have been excluded from the Underlying
result (31 December 2022: $2.9 million loss). The
adjustment also removes the foreign currency
translation loss for the Group’s offshore entities of
$2.9 million (31 December 2022: $0.2 million gain).
(c) The Underlying treatment records dividends
and distributions receivable from associates
in Underlying revenue as opposed to the IFRS
treatment of recording the Group’s share
of accounting profit or loss of an associate.
Underlying revenue also recognises the realised
gains/losses on any disposal of an investment
in associate.
(d) The Underlying treatment capitalises and
amortises certain operational platform and
software development costs that are required to
be expensed per accounting standards.
81
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)3
Segment information (continued)
3.3
Revenue for major products and services
The table below represents a disaggregation of fee and commission income by operating segment:
Fee and commission income
Management fees
Distribution fees
Transaction fees
Performance fees
Expense recoveries
Upfront commission income
Trail commission income
Service fees
Corporate advisory services
Equity services
Total fee and commission income
Operating segment
Asset Management
Asset Management
Asset Management
Asset Management
Asset Management
Lending & Technology
Lending & Technology
Lending & Technology
CA&E
CA&E
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
98,187
6,415
42,445
10,806
12,051
262,029
264,433
19,715
43,236
6,059
765,376
85,155
5,988
34,466
56,132
8,745
198,072
236,028
14,970
64,462
5,709
709,727
3.4
Geographical information
The Group primarily operates in Australia.
3.5
Information about major customers
No single customer contributed 10% or more to Group revenue in 2023 (2022: None).
82
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)4
Fee and commission income
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
Timing of revenue recognition
At a point in time
Success fees
Upfront commission income
Trail commission income
Other commission income
Expense recoveries
Commission and brokerage income
Facilitation and transaction fees
Total revenue earned at a point in time
Over time
Retainer fees
Service fees
Performance fees
Distribution fees
Management fees
Total revenue earned over time
Total fee and commission income
Fee and commission income by segment
At a point in time
Asset Management
Lending & Technology
Corporate Advisory & Equities
Total revenue earned at a point in time
Over time
Asset Management
Lending & Technology
Corporate Advisory & Equities
Total revenue earned over time
Total fee and commission income
37,284
262,029
261,213
3,220
12,173
6,059
42,445
624,423
5,830
19,715
10,806
6,415
98,187
140,953
765,376
54,496
526,462
43,465
624,423
115,408
19,715
5,830
140,953
765,376
58,480
198,072
234,145
1,883
8,975
5,709
34,466
541,730
5,752
14,970
56,132
5,988
85,155
167,997
709,727
43,212
434,100
64,418
541,730
147,275
14,970
5,752
167,997
709,727
Accounting policy
Revenue is recognised either at a point in time or over
time, when (or as) the Group satisfies performance
obligations. Revenue earned by the Group from its
contracts with customers primarily consists of the
following categories of fee and commission income:
Management fees, performance fees and other
fees from providing asset management services
The Group earns management fees, performance
fees and other fees (such as distribution, facilitation,
transaction and arranger fees) for providing asset
management services for listed and unlisted funds,
83
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)4
Fee and commission income (continued)
Accounting policy (continued)
managed accounts and co-investment arrangements.
The provision of asset management services is
typically a single performance obligation.
The Group also earns management fees for providing
hotel and retail property management services that
are recognised on a straight-line basis throughout the
year as the Group considers the performance of such
services as a series of distinct services with a similar
pattern of transfer.
Management and distribution fees are recognised over
the life of the contract as asset management services
are provided. Performance fees are based on returns
in excess of a specified benchmark market return, over
the contract period. The Group recognises performance
fees only to the extent that it is highly probable that
performance hurdles are met, and a significant reversal
of cumulative fees to date will not occur.
Facilitation, transaction and arranger fees are earned
for successful transactions and arrangements relating
to assets and funds managed by the Group. Revenue
is recognised when the transaction or arrangement
is completed in line with the terms within the
underlying agreements.
Upfront commission, trail commission and
service fees
The Group provides loan origination services and
receives upfront commissions on the settlement
of loans. Additionally, the lender normally pays a
trail commission over the life of the loan. Upfront
commissions are recognised upon the loans being
settled and receipt of commission, net of clawbacks.
Commissions may be clawed back by lenders in
accordance with underlying contracts. These potential
clawbacks are estimated based on historical data and
recognised at the same time as upfront commissions.
The Group receives trail commissions from lenders on
settled loans, originated by authorised brokers, over the
life of the loan based on the loan balance outstanding.
On initial recognition, the Group recognises a contract
asset at fair value, being the expected future trail
commission receivable, discounted to its net present
value in line with the expected value method under
AASB 15 Revenue from Contracts with Customers
(AASB 15). On subsequent measurement, the contract
asset is measured at amortised cost.
The Group earns subscription income for providing
access to its proprietary loan origination platform,
Infynity, and income for providing compliance and
administrative services to the brokers. The Group
recognises the income from these services over time
as performance obligations are satisfied.
Success fees on mergers and acquisitions,
advisory and underwriting fees
The Group earns revenue through its role as advisor on
corporate transactions as well as its role as manager
and underwriter of equity and debt issuances. The
revenue from these arrangements is recognised at a
point in time, and when it has been established that
the customer has received the benefit of the service
and the performance obligations is satisfied. This is
typically at the time of closing the transaction.
Management of capital raising and underwriting of
equity or debt issuances are typically satisfied on the
allocation date of the underwritten securities.
Where contracts contain rights to invoice upon
reaching certain milestones, the Group assesses
whether distinct services have been transferred at
these milestones and accordingly recognises revenue,
otherwise the fee recognition is deferred until such time
the performance obligation has been completed.
Commission and brokerage income
The Group is remunerated for the provision of security
trading services in line with customer contracts. The
brokerage and commission income related to this
service is recognised on trade date and is presented
net of any rebates.
Key estimates and assumptions
Performance fees
Determining the amount and timing of performance
fees to be recognised involves judgement, the use of
estimates and consideration of a number of criteria
relating to the fund or managed investment in which
the asset(s) are held. Performance fees are recognised
when it is highly probable that a significant reversal
of the fee will not occur. Factors that are taken into
consideration include:
•
•
the proportion of assets already realised
returns on assets realised to-date
• downside valuation on remaining unrealised assets
and reliability of those estimates
• nature of unrealised investments and their returns
84
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)4
Fee and commission income (continued)
Key estimates and assumptions (continued)
Trail commission income
On initial recognition, the Group recognises a contract
asset at fair value, which represents management’s
estimate of the trail commission to be received from
lenders on settled loans. The use of the expected
value approach of estimating trail commission income
requires significant judgement as assumptions are
made using a variety of inputs, including the expected
loan run-off rate and the discount rate, that are
determined by management (refer to note 16).
Success fees, advisory and underwriting fees
Determining the timing of fees to be recognised from
the provision of advisory services involves judgement
and consideration of factors, such as:
• determination of identifiable performance obligations
• any key milestones that were met and not met
• historical recognition fee revenue
• whether benefits have been passed to the customer
and performance obligations have been satisfied
Fee and commission expense
5
Lending fee and commission expense
Other fee and commission expense
Total fee and commission expense
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
(506,739)
(20,292)
(527,031)
(417,305)
(26,204)
(443,509)
Accounting policy
The Group remits trail commission payments to
authorised brokers based on the loan balance
outstanding and in accordance with the individual
agreements with the authorised brokers and
recognises this as a contract liability. The contract
liability is initially measured at fair value, being the net
present value of the expected future trail commission
payable and subsequently measured at amortised cost.
Other fee and commission expense relates to rebates
and commissions payable which are recognised and
calculated in line with underlying agreements.
Key estimates and assumptions
Trail commission expense
On initial recognition, the Group recognises a
contract liability at fair value, which represents
management’s estimate of the trail commission to be
paid to authorised brokers on settled loans. The use
of the expected value approach of estimating trail
commission payable requires significant judgement
as assumptions are made using a variety of inputs,
including the expected loan run-off rate and the
discount rate, that are determined by management
(refer to note 16).
85
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)6
Interest income
Interest income on cash and bank balances
Interest income on loans receivable – effective interest method
Interest income on loans receivable – held at FVTPL
Interest income on leases
Total interest income
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
6,891
138,042
102
16
1,808
56,508
270
47
145,051
58,633
Accounting policy
Interest income is recognised using the effective
interest method for debt instruments measured
subsequently at amortised cost. Interest income
is calculated by applying the effective interest rate
to the gross carrying amount of a financial asset.
The effective interest rate is the rate that discounts
estimated future cash receipts or payments (including
all fees and points paid or received that form an
integral part of the effective interest rate, transaction
costs and other premiums or discounts), excluding
expected credit losses, through the expected life of
the financial instrument or, when appropriate, a shorter
period, to the net carrying amount of the financial asset
or liability.
For financial assets that have subsequently become
credit-impaired, interest income is recognised by
applying the effective interest rate to the amortised
cost of the financial asset. If, in subsequent reporting
periods, the credit risk on the credit-impaired financial
instrument improves so that the financial asset is no
longer credit impaired, interest income is recognised
by applying the effective interest rate to the gross
carrying amount of the financial asset.
7
Investment income
Dividends and distributions from investments
Realised gains from disposal of investments
Net gain/(loss) from financial instruments held at fair value
Total investment income
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
2,683
3,030
825
6,538
1,155
6,748
(1,030)
6,873
Accounting policy
Investment income includes gains and losses arising
from subsequent changes in the fair value of equity
and debt investment securities that are classified as
fair value through profit or loss (FVTPL) and dividends
or distributions on these securities which represent the
return on such investments. Dividends or distributions
are recognised when the right to receive a dividend or
distribution is established, it is probable the economic
benefits associated will flow to the Group and it can be
measured reliably.
86
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)Employee expenses
8
Salary, superannuation and bonuses
Termination benefits
Amortisation of share-based payments (refer to note 31)
Other employment expenses¹
Total employee expenses
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
139,410
3,043
10,474
13,247
166,174
132,913
1,506
15,722
16,906
167,047
1. Includes recruitment fees, payroll tax, life insurance, workers compensation, fringe benefits tax and leave entitlements.
Finance costs
9
Interest on unsecured notes¹
Interest on mortgage trust warehouse notes¹
Fund preferred unit distribution¹
Interest on lease liabilities
Other finance costs
Total finance costs
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
11,990
27,563
67,995
4,354
1,146
7,766
6,456
22,803
3,513
156
113,048
40,694
1. Refer to note 23 for more detail on the unsecured note program, fund preferred units and mortgage trust notes.
10 Other expenses
Professional services
Insurance
Fund administration and operational costs
Charitable donations¹
Occupancy and office expenses
Other expenses
Total other expenses
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
7,556
3,301
3,234
371
2,956
9,579
10,214
2,704
2,912
453
1,925
7,354
26,997
25,562
1. The charitable donations paid by the Group in 2023 and 2022 were principally made to the MA Foundation, a registered charity, and were
made in response to staff elections.
87
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)11
Income tax
11.1
Income tax expense
Current tax expense
Deferred tax (expense)/benefit
Income tax expense
(8,302)
(4,098)
(12,400)
11.2 Reconciliation of income tax expense to prima facie tax payable
Profit before income tax
Prima facie income tax expense at the Australian corporate tax rate of 30%
Tax effect of amounts not assessable/deductible in calculating taxable income:
– Effect of income that is subject to/(exempt from) tax
– Non-deductible expenses
– Prior year over adjustment
– Foreign tax – controlled entities
– Franking credits
– Foreign income tax offset
Income tax expense
11.3
Income tax recognised in other comprehensive income
Deferred tax expense
Fair value remeasurement of investments
Share of revaluations in associates
Income tax recognised in other comprehensive income
11.4 Current tax assets and liabilities
Income tax receivable/(payable)
11.5 Deferred tax balances
Offshore entities
Deferred tax asset
Tax consolidated group
Deferred tax asset
Deferred tax liability
Net deferred tax liability
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
(17,575)
1,461
(16,114)
60,969
(18,291)
1,127
(670)
2,211
(493)
-
2
43,479
(13,044)
484
(663)
95
567
56
105
(12,400)
(16,114)
(793)
2,556
1,763
7,192
7,192
1,583
(1,532)
51
(3,849)
(3,849)
739
-
15,837
(34,433)
(18,596)
14,994
(30,533)
(15,539)
88
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)11
Income tax (continued)
11.5 Deferred tax balances (continued)
Opening
balance
$’000
Opening
balance
adjustments
$’000
Recognised in
profit or loss
$’000
Recognised
in other
comprehensive
income
$’000
Acquisitions/
disposals
$’000
Closing balance
$’000
31 December 2023
Temporary
differences
Property, plant
and equipment
Contract assets
and liabilities
Financial assets
Investments in
associates and
joint ventures
(1,215)
-
2,606
(1,716)
Deferred revenue
(18,429)
Provisions
Loss allowance
Expense accruals
3,844
1,288
5,609
Intangible assets
(13,791)
Share-based
payments
Other
Total
31 December 2022
Temporary
differences
Property, plant
and equipment
Financial assets
Investments in
associates and
joint ventures
Deferred revenue
Provisions
Loss allowance
Expense accruals
5,533
732
(15,539)
(556)
(183)
(2,673)
(3,252)
2,420
712
1,987
-
850
-
-
710
-
(189)
-
-
-
(111)
1,260
286
1,202
(948)
37
413
(29)
207
Intangible assets
(3,485)
1,285
Share-based
payments
Other
Total
2,883
867
(1,280)
-
(359)
2,094
414
792
(409)
296
(3,595)
(394)
(668)
(2,552)
1,473
(638)
(60)
(5,341)
(945)
4
3,437
(7,559)
547
305
828
1,716
2,650
151
1,134
-
-
(793)
2,556
-
-
-
-
-
-
-
1,763
-
1,583
(1,532)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
(7,655)
464
300
2,587
(801)
1,642
1,404
1,136
(21,314)
3,450
431
3,057
(12,318)
4,895
561
(17,857)
(1,215)
2,606
(1,716)
(18,429)
3,844
1,288
5,609
(13,307)
(13,791)
-
73
5,533
732
51
(17,538)
(15,539)
89
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)11
Income tax (continued)
Accounting policy
Tax consolidation
The Company, together with eligible Australian
resident wholly owned subsidiaries, comprise a tax
consolidated group (Tax Group) with the Company as
the head entity. As a result, the Company is subject to
income tax as the head entity of the Tax Group.
Tax effect accounting by members of the
tax group
The consolidated current and deferred tax amounts
for the Tax Group are allocated to the members of
the Tax Group using the ‘separate taxpayer within
group’ approach, with deferred taxes being allocated
by reference to the carrying amounts in financial
statements of each member entity and the tax values
applying under tax consolidation. Current tax liabilities
and assets and deferred tax assets arising from
unused tax losses and relevant tax credits arising
from this allocation process are then accounted for
as immediately assumed by the head entity, as under
Australian taxation law, the head entity has the legal
obligation (or right) to those amounts.
Entities within the Tax Group have applied funding
principles under which the Company and each of the
members of the Tax Group agree to pay or receive tax
equivalent amounts to or from the head entity based
on the current tax liability or current tax asset of
the member.
Current tax
The current tax payable is based on taxable profit for
the year. Taxable profit differs from profit before tax
as reported in the Statement of profit or loss and other
comprehensive income because of items of income or
expense that are taxable or deductible in other years
and items that are never taxable or deductible. The
Group’s liability for current tax is calculated using tax
rates that have been enacted or substantively enacted
by the end of the reporting period.
Deferred tax
Deferred tax is recognised on temporary differences
between the carrying amounts of assets and liabilities
in the consolidated financial statements and the
corresponding tax bases used in the computation of
taxable profit. Deferred tax liabilities are generally
recognised for all taxable temporary differences.
Deferred tax assets are generally recognised for all
deductible temporary differences to the extent that it
is probable that taxable profits will be available against
which those deductible temporary differences can be
utilised. Such deferred tax assets and liabilities are
not recognised if the temporary difference arises from
goodwill or from the initial recognition (other than in a
business combination) of other assets and liabilities in
a transaction that affects neither the taxable profit nor
the accounting profit.
Deferred tax liabilities are recognised for taxable
temporary differences associated with investments
in subsidiaries and associates, and interests in joint
ventures, except where the Group is able to control the
reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the
foreseeable future. Deferred tax assets arising from
deductible temporary differences associated with such
investments and interests are only recognised to the
extent that it is probable that there will be sufficient
taxable profits against which to utilise the benefits of
the temporary differences and they are expected to
reverse in the foreseeable future.
The carrying amount of deferred tax assets is reviewed
at the end of each reporting period and reduced to
the extent that it is no longer probable that sufficient
taxable profits will be available to allow all or part of the
asset to be recovered.
Deferred tax assets and liabilities are measured at the
tax rates that are expected to apply in the period in
which the liability is settled or the asset realised, based
on tax rates (and tax laws) that have been enacted
or substantively enacted by the end of the reporting
period. The measurement of deferred tax liabilities
and assets reflects the tax consequences that would
follow from the manner in which the Group expects, at
the end of the reporting period, to recover or settle the
carrying amount of its assets and liabilities.
Deferred tax assets and liabilities are offset when
there is a legally enforceable right to set off current
tax assets against current tax liabilities and when they
relate to income taxes levied by the same taxation
authority and the Group intends to settle its current tax
assets and liabilities on a net basis.
90
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)11
Income tax (continued)
Accounting policy (continued)
Current and deferred tax for the year
Current and deferred tax are recognised as an
expense or income in the profit or loss, except when
they relate to items that are recognised in other
comprehensive income or directly in equity, in which
case the current and deferred tax are also recognised
in other comprehensive income or directly in equity,
respectively. Where current tax or deferred tax arises
from the initial accounting for a business combination,
the tax effect is included in the accounting for
business combination.
12 Cash and cash equivalents
Cash and bank balances
Restricted balances
Total cash and cash equivalents
Tax governance
The Board approved Tax Governance Policy for the
Group outlines a tax control framework to provide
guidance on how all tax risks are identified, managed
and reported. The Tax Governance Policy is supported
by tax related procedures and processes, which ensure
the Group effectively manages its tax risk.
Key estimates and assumptions
Deferred tax assets are recognised for deductible
temporary differences and unused tax losses only if it is
probable that future taxable amounts will be available to
utilise those temporary differences and losses.
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
43,108
137,211
180,319
98,803
45,786
144,589
91
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)12 Cash and cash equivalents (continued)
12.1 Reconciliation of profit for the year to net cash flows from operating activities
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
Profit after income tax
Adjustments to profit after income tax:
Income tax expense recognised in profit or loss
Share-based payments
Non-cash interest and investment income
Share of profit of associates
Net foreign exchange gains
Net (gains)/losses from financial instruments held at fair value
Realised gains from disposal of investments
Gains on disposal of fixed assets
Interest expense on leases
Intangible amortisation
Amortisation of right-of-use assets
Depreciation of non-current assets
31,079
44,855
12,400
10,474
(2,168)
(2,086)
(599)
(825)
(3,030)
160
4,354
6,272
9,437
1,950
16,114
15,721
(1,155)
(1,389)
(1,396)
384
(5,938)
38
3,513
7,353
8,073
1,815
Total adjustments to profit after income tax
36,339
43,133
Changes in assets and liabilities:
Change in trade and other receivables
Change in loans receivable
Change in other assets
Change in contract assets and contract liabilities
Change in borrowings
Change in trade and other payables
Change in provisions
Total changes in assets and liabilities
Cash generated from operations
Income taxes paid
Net cash inflows from operating activities
331
(28,169)
(1,155,050)
(334,242)
(473)
(8,260)
1,164,216
(20,448)
(6,189)
(25,873)
41,545
(19,361)
22,184
6,530
(11,456)
498,768
14,544
(325)
145,650
233,638
(21,249)
212,389
Accounting policy
Cash and cash equivalents includes cash on hand,
deposits held at call with financial institutions, other
short-term, highly liquid investments with original
maturities of three months or less that are readily
convertible to known amounts of cash and which are
subject to an insignificant risk of changes in value.
The carrying amount of cash and cash equivalents is
materially equal to fair value due to the assets being
highly liquid.
Restricted balances include cash and cash equivalents
that are not readily available to meet the Group’s short-
term cash commitments.
92
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)Receivables
13
Accounts receivable
Performance fees receivable
Management fees receivable
Transaction fees receivable
Commissions receivable
Interest receivable
Other receivables
Loss allowance on receivables (note 15)
Total receivables
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
11,100
27,498
10,030
8,011
13,104
9,050
8,254
(631)
86,416
11,461
28,048
9,454
-
31,950
2,176
6,539
(1,145)
88,483
Accounting policy
Receivables are initially recognised when they are
originated less any allowance for expected credit
losses. To measure the expected credit losses,
receivables are grouped based on days overdue.
Key estimates and assumptions
The Group has elected to use the simplified approach
and has determined the loss allowance based off the
lifetime expected credit loss (ECL). The expected
credit losses on these financial assets are estimated
based on the Group’s historical credit loss experience,
adjusted for factors that are specific to debtors,
general economic conditions and an assessment of
both the current as well as the forecast direction of
conditions at the reporting date, including the time
value of money where appropriate. Refer to note 15 for
further information.
Receivables are written-off when there is no
reasonable expectation of recovery. Indicators that
there is no reasonable expectation of recovery include,
amongst others, the failure of a debtor to engage in a
repayment plan with the Group. Any recoveries made
are recognised in profit or loss.
93
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)14
Loans receivable
Current
Commercial loans1
Loss allowance (note 15)
Total loans receivable – current
Non-current
Commercial loans¹
Residential mortgages
Loans to employees
Loss allowance (note 15)
Total loans receivable – non-current
Total loans receivable
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
441,659
320,486
(590)
441,069
808,117
833,567
2,383
(5,420)
1,638,647
2,079,716
(684)
319,802
296,451
241,046
2,211
(4,028)
535,680
855,482
1. Commercial loans are provided to corporate entities and special purpose vehicles. The loans have terms of between four months and ten
years and are either fully or partially secured against the assets of the borrowers.
14.1
Loans receivable by industry
Consolidated
31 December 2023
Financial services
Professional services
Residential mortgages
Other
Total
31 December 2022
Financial services
Professional services
Residential mortgages
Other
Total
Loans receivable
$’000
Loss allowance
$’000
Total
$’000
1,034,631
194,680
833,567
22,848
(3,838)
(1,045)
(999)
(128)
1,030,793
193,635
832,568
22,720
2,085,726
(6,010)
2,079,716
454,652
149,275
241,046
15,221
860,194
(2,379)
(1,162)
(1,134)
(37)
(4,712)
452,273
148,113
239,912
15,184
855,482
Accounting policy
Loans receivable are initially recognised on settlement
date, when cash is advanced to the borrower and are
recognised net of any credit loss allowance. A credit
loss allowance for expected credit losses on loans
receivable is recognised upon inception of a loan.
Key estimates and assumptions
The Group applies the ECL impairment model. The
calculation of ECL requires judgement and the choice
of inputs, estimates and assumptions. Refer to note 15
for further information.
94
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)15
Loss allowance
For financial assets measured at amortised cost, the
Group bears the risk that the future circumstances
of customers might change, including their ability to
fulfil their contractual cash flow obligations in part or
in full. The Group periodically assesses exposures to
determine whether the credit risk of a financial asset
has increased significantly since initial recognition.
At the reporting date, the Group undertook a review
of its receivables, loans receivable and ECL. The
review considered the macroeconomic outlook,
counterparty credit quality, the type of collateral
held and exposure at default as at the reporting date.
During the year, the Group undertook a recalibration
of the modelled collective ECL on its residential
mortgages due to the higher proportion of prime loans
in the Group’s residential mortgages portfolio. As a
result, the modelled collective ECL was updated to
reflect the higher credit quality of the loans receivable
portfolio. The Group’s loss allowance provisions
are a determination of probabilities of default and a
determination of losses that may be incurred should a
default occur.
The table below presents the gross exposure and related ECL allowance for financial assets subject to the
impairment requirements of AASB 9 Financial instruments (AASB 9).
Consolidated
31 December 2023
Receivables
Loans receivable
Total
31 December 2022
Receivables
Loans receivable
Total
Gross exposure
for asset
$’000
Loss
allowance
$’000
87,047
2,085,726
2,172,773
89,628
860,194
949,822
(631)
(6,010)
(6,641)
(1,145)
(4,712)
(5,857)
15. 1 Movement in credit loss allowance by asset category
Balance as at 1 January 2022
(954)
(458)
(1,974)
Receivables
$’000
Loans to
associates
$’000
Loans
receivable
$’000
Credit loss allowance recognised in the
Statement of profit or loss
Additions through business combinations
Reclassifications and other movements
Balance as at 31 December 2022
Credit loss allowance recognised in the
Statement of profit or loss
Reclassifications and other movements
Balance as at 31 December 2023
(133)
-
(58)
(1,145)
418
96
(631)
91
-
367
-
-
-
-
(1,845)
(1,000)
107
(4,712)
(1,269)
(29)
(6,010)
Total
$’000
86,416
2,079,716
2,166,132
88,483
855,482
943,965
Total
$’000
(3,386)
(1,887)
(1,000)
416
(5,857)
(851)
67
(6,641)
95
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)15
Loss allowance (continued)
15.2 Movement in credit loss allowance by ECL stage
Balance as at 1 January 2022
Net credit impairment charges
Additions through business combinations
Balance as at 31 December 2022
Net credit impairment charges
Reclassifications and other movements
Balance as at 31 December 2023
Stage I
$’000
(3,386)
(1,160)
(700)
(5,246)
(726)
72
(5,900)
Lifetime ECL
Stage II
$’000
Stage III
$’000
Total ECL
$’000
-
(30)
(300)
(330)
(105)
300
(135)
-
(281)
-
(281)
(20)
(305)
(606)
(3,386)
(1,471)
(1,000)
(5,857)
(851)
67
(6,641)
Accounting policy
The Group applies the ECL model under AASB
9 for the following financial assets measured at
amortised cost:
• Trade and other receivables;
• Loans receivable;
• Loan commitments; and
• Contract assets.
The carrying amount of the financial asset is reduced
by the impairment loss directly for all financial assets.
Measurement of ECL
The Group collectively assesses and segments its
financial assets by the class of financial asset, type of
exposure and groups the assets based on shared risk
characteristics.
The Group applies the following approach for
measuring loss allowances:
• Modelled collective ECL;
• Post-model overlay adjustments; and
• Specific provisions.
The ECL model is a probability-weighted estimate
of credit losses. Credit losses are measured as the
present value of all cash shortfalls (i.e. the difference
between cash flows due to the Group in accordance
with the contract and cash flows that the Group
expects to receive).
The ECL model incorporates a range of components.
The key model inputs used by the Group in measuring
the ECL includes:
• Probability of Default (PD): represents the
possibility of a default over the next 12 months;
• Loss Given Default (LGD): expected loss if a default
occurs, taking into consideration the mitigating
effect of collateral assets and time value of money;
• Exposure at Default (EAD): represents the
estimated exposure in the event of a default; and
• Post-model overlay adjustments: The Group
applies an economic overlay to the modelled ECL to
ensure the loss provision is sufficiently responding
to changes in credit risk that would not be captured
in the above assumptions.
Forward-looking information (FLI) is used by the
Group which includes economic indicators such as
economic forecast and outlook, GDP growth, inflation,
unemployment rates and interest rates.
The Group measures the loss allowance for a financial
asset at an amount equal to the lifetime ECL if the
credit risk on that financial asset has had a significant
increase in credit risk (SICR) since initial recognition.
If the credit risk on a financial asset has not increased
significantly since initial recognition, the Group
measures the loss allowance for that financial asset at
an amount equal to a 12-month ECL.
The Group applies the three-stage model based on
the change in credit risk since initial recognition to
determine the loss allowance of its financial assets.
96
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)15
Loss allowance (continued)
Accounting policy (continued)
Stage
Required provision
Provision approach
Stage 1:
12-month ECL
Performing financial assets less
than 30 days past due. Financial
assets which are determined to
have a low credit risk at
reporting date.
Losses that arise from a default
event in the next 12 months.
Modelled collective provision
based on the PD, LGD and FLI with
post-model overlay adjustments.
Stage 2:
Lifetime ECL
The Group determines that there
has been a SICR in the asset since
initial recognition but it is not
considered to be credit impaired.
Loss provision equal to the
expected loss over the remaining
lifetime of the financial asset.
Modelled collective provision
based on the PD, LGD and
FLI with post-model overlay
adjustments.
Stage 3:
Lifetime
ECL – credit
impaired
The Group determines a financial
asset is credit impaired when one or
more events that have a detrimental
impact on the estimated future cash
flows of the financial asset have
occurred.
Lifetime ECL collective provision
or individually assessed (specific)
provision.
Modelled collective provision,
specific provisions with post-
model overlay adjustments.
The Group has provided for loan commitments that are
both drawn and undrawn. In assessing whether there
has been a SICR, the Group considers the changes
in risk of a default occurring on the loan to which the
commitment relates. The undrawn commitment is
contingent on the counterparty achieving contractual
milestones. Once they are achieved, the amount can
be drawn upon and expected to be met within 12
months. The Group applies a loss allowance on entire
commitments based on the 12-month ECL.
For contract assets, the trail commission receivable
is mainly from financial institutions with high credit
ratings. Even when forward-looking assumptions are
considered the ECL would not be material.
The Group applies the simplified approach for
trade receivables which uses a lifetime ECL. Trade
receivables are grouped based on the shared credit
risk characteristics and the days past due. The ECL
is calculated based on actual credit loss relating to
revenue from experience over the past three years
adjusted for the Group’s forward looking expectations
based off economic indicators. The Group performed
the calculation of ECL rates separately for receivables
arising from the advisory business and other asset
management fees as such fees have historically been
received in full.
Definition of default
The Group considers the following as constituting an
event of default for internal credit risk management
purposes as historical experience indicates that
receivables that meet either of the following criteria are
generally not recoverable.
• When repayments are at least 90 days past due; or
• When there is a breach of financial covenants by the
counterparty; or
•
Information developed internally or obtained from
external sources indicates that the debtor is unlikely
to pay its creditors, including the Group, in full
(without taking into account any collaterals held by
the Group).
Write-off policy
The Group writes-off a financial asset when there
is information indicating that the counterparty is in
severe financial difficulty and there is no realistic
prospect of recovery. Any recoveries made are
recognised in profit or loss. Indicators that there is no
reasonable expectation of recovery include, amongst
others, the failure of a debtor to engage in a repayment
plan with the Group.
97
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)15
Loss allowance (continued)
Key estimates and assumptions
Significant increase in credit risk (SICR): The Group
considers quantitative and qualitative factors,
based on historical experience and informed credit
assessments when assessing exposures to determine
whether there has been a SICR. The Group considers
reasonable and supportable information that is
relevant and available without undue cost or effort.
In addition to the above, the Group considers a SICR
based on the number of days past due. A non-trade
receivable loan is assessed to have a SICR when the
number of days past due is over 90 days.
In particular, the following information is taken in
account when assessing whether credit risk has
increased significantly since initial recognition:
• existing or forecast adverse changes in business,
financial or economic conditions that are expected
to cause a significant decrease in the debtor’s
ability to meet its debt obligations;
• an actual or expected significant deterioration in the
operating results of the debtor; and
• an actual or expected significant adverse change in
regulatory, economic, or technological environment
of the debtor that results in a significant decrease in
the debtor’s ability to meet its debt obligations.
A financial asset is determined to have low risk if it
has a low risk of default, the customer has a strong
capacity to meet its contractual cash flow obligations
in the short-term, and adverse changes in long-term
economic and business conditions will not necessarily
reduce the ability of the customer to fulfil its
contractual cash flow obligations.
The Group regularly monitors the effectiveness of
the criteria used to identify whether there has been a
SICR and revises them as appropriate to ensure that
the criteria are capable of identifying SICR before the
amount becomes past due.
Probability of Default (PD): An estimate of the
likelihood of default over a given time. These are
estimated considering the contractual maturities and
is based on current conditions, adjusted to consider
estimates of future conditions that will impact PD.
Loss Given Default (LGD): An estimate of the loss
arising on default. It is based on the difference
between contractual cash flows due and those that
the Group expects to receive, considering cash flow
capacity of the customer.
Forward-looking information (FLI): The Group
considers economic indicators such as economic
forecast and outlook, GDP growth, inflation,
unemployment rates and interest rates.
Post-model overlay adjustments: Management applies
an economic overlay to ensure the Group has sufficient
coverage for potential credit risk factors that are not
captured in the assumptions above.
98
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)16 Contract assets and liabilities
Contract assets
Trail commission receivable – current
Trail commission receivable – non-current
Total contract assets
Contract liabilities
Trail commission payable – current
Trail commission payable – non-current
Total contract liabilities
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
162,237
543,048
705,285
152,051
509,107
661,158
139,280
467,952
607,232
131,061
440,304
571,365
Accounting policy
Through its mortgage aggregation platform, Finsure,
the Group receives trail commissions from lenders
on loans that have settled and were originated by
authorised brokers. The Group also makes trail
commission payments to authorised brokers.
The Group’s trail commission receivable is recognised
at fair value on initial recognition, being the expected
future trail commission receivables discounted to
their net present value in line with the expected value
method under AASB 15. In addition, an associated
payable and expense to the relevant brokers is also
recognised, initially measured at fair value being the
future trail commission payable to relevant brokers
discounted to their net present value.
Subsequent to initial recognition and measurement
both the trail commission asset and trail commission
payable are measured at amortised cost. The carrying
amount of the trail commission asset and trail
commission payable are reassessed at each reporting
period, to reflect actual and revised estimated cash
flows, by recalculating the carrying amount with
reference to the present value of estimated future
cash flows at the original effective interest rate. Any
resulting adjustment is recognised in profit or loss.
Key estimates and assumptions
Management uses a variety of inputs including external
actuarial analysis of historical information to determine
trail commission receivables and its associated
payable and expense. Key assumptions underlying the
calculation include the expected loan run-off rate and
the discount rate.
The key assumptions underlying the fair value
calculations of trail commission receivable and the
corresponding payable to authorised brokers at the
reporting date are summarised in the following table:
Discount rate
Run-off rates¹
31 Dec 2023
Consolidated
31 Dec 2022
Consolidated
4.75%
4.75%
Between 12.0%
and 33.0%
Between 12.0%
and 33.0%
1. The run-off rates refer to the expected loan book attrition rates. Run-off rates are then stratified into time-bands, by managed loan
portfolio, and applied to each loan according to the age of that particular loan.
99
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)17 Other financial assets and liabilities
Financial assets – current
Financial assets held at FVTPL (equity securities)
Financial assets held at FVTOCI (equity securities)
Consolidated managed fund investments1
Total financial assets – current
Financial assets – non-current
Financial assets held at FVTPL (non-equity securities)
Financial assets held at FVTOCI (equity securities)
Total financial assets – non-current
Total financial assets
Financial liabilities – current
Consolidated managed fund investments1
Total financial liabilities – current
Total financial liabilities
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
619
1,600
159,015
161,234
7,588
18,117
25,705
186,939
102,415
102,415
102,415
640
11,600
154,860
167,100
15,479
13,733
29,212
196,312
116,419
116,419
116,419
1. Net consolidated managed fund investments at 31 December 2023 at $56.6 million (2022: $38.4 million) represents financial assets and
liabilities of funds managed by the Group, that are deemed to be controlled by the Group at the reporting date as a result of a strategic co-
investment held by the Group in the fund. Refer to further information in note 34.
Accounting policy
Recognition and initial measurement
Financial assets and financial liabilities are recognised
when the Group becomes a party to the contractual
provisions of the instrument and are initially measured
at fair value. Transactions costs that are directly
attributable to the acquisition or issue of financial
assets and financial liabilities (other than financial
assets and financial liabilities at fair value through
profit or loss (FVTPL)) are added to or deducted
from the fair value of the financial assets or financial
liabilities, as appropriate, on initial recognition.
Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at
FVTPL are recognised in profit or loss.
Classification and subsequent measurement
The Group’s financial assets are classified based on
the business model within which the asset is held and
on the basis of the financial asset’s contractual cash
flow characteristics.
In determining the business model, all relevant
evidence that is available at the date of the assessment
is used, including:
• how the performance of the business model and
financial assets held is evaluated and reported
to management;
•
the risks that affect the performance and the way in
which those risks are managed; and
• how the managers of the business are
compensated; such as whether it is based on the
fair value of the assets managed or on contractual
cash flows collected.
A financial asset is measured at amortised cost if it
meets all of the following conditions:
• The financial asset is held within a business model
whose objective is to hold financial assets in order
to collect contractual cash flows;
• The contractual terms of the financial asset give
rise on specified dates to cash flows that are solely
payments of principal and interest on principal
amount outstanding; and
• The financial asset has not been designated
at FVTPL.
100
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)17 Other financial assets and liabilities (continued)
Accounting policy (continued)
The amortised cost of a financial asset is measured as:
•
the amount at which the financial asset is measured
at initial recognition;
• minus the principal repayments;
• plus the cumulative amortisation using the effective
interest method of any difference between that
initial amount and the maturity amount; and
• adjusted for any loss allowance.
Refer to note 6 for further information on the effective
interest method.
A financial asset is measured at fair value through
other comprehensive income (FVTOCI) if it meets all of
the following conditions:
• The financial asset is held within a business
model whose objective is achieved by both
collecting contractual cash flows and selling the
financial assets;
• 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; and
• The financial asset has not been designated
at FVTPL.
However, the Group may make the following irrevocable
election at initial recognition of a financial asset:
• The Group may irrevocably elect to present
subsequent changes in fair value of an equity
investment in other comprehensive income if
certain criteria are met such as, if the equity
instrument is not held for trading; and
• The Group may irrevocably designate a debt
investment that meets the amortised cost or FVTOCI
criteria as measured at FVTPL if doing so eliminates
or significantly reduces an accounting mismatch.
A financial asset is held for trading if:
•
It has been acquired principally for the purpose of
selling it in the near term; or
• On initial recognition it is part of a portfolio of
identified financial instruments that the Group
manages together and has evidence of a recent
actual pattern of short-term profit-taking; or
•
It is a derivative.
Financial assets designated at FVTOCI are initially
measured at fair value plus transaction costs. Gains
and losses relating to these financial assets will be
recognise in other comprehensive income. Dividends
from such investments are recognised as investment
income in profit or loss when the Group has the right
to receive payments, unless the dividend clearly
represents a recovery of part of the cost of the
investment. The accumulated fair value reserve related
to these investments will never be reclassified to profit
or loss.
Financial assets that do not meet the criteria for being
measured at amortised cost or FVTOCI are measured
at FVTPL. Specifically:
•
Investments in equity instruments are classified
at FVTPL, unless the Group designates an equity
investment that is neither held for trading nor a
contingent consideration arising from a business
combination at FVTOCI on initial recognition; and
• Debt instruments that do not meet the amortised
cost criteria or the FVTOCI criteria are classified
at FVTPL. In addition, debt instruments that
meet either the amortised cost criteria or the
FVTOCI criteria may be designated at FVTPL
upon initial recognition if such designation if
doing so eliminates or significantly reduces an
accounting mismatch.
Financial assets measured at FVTPL are classified
under a three-level fair value hierarchy that reflects
the significance of the inputs used in making the
measurements. Any fair value gains or losses including
any interest or dividend income earned on the financial
asset, are recognised as investment income in profit
or loss. Classifications are reviewed at each reporting
date and transfers between levels are determined
based on a reassessment of the lowest level input that
is significant to the fair value measurement.
Refer to note 26 for further information regarding the
fair value of financial assets and financial liabilities.
101
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)17 Other financial assets and liabilities (continued)
Accounting policy (continued)
Financial liabilities and equity instruments
Debt or equity instruments issued by a Group entity
are classified as either financial liabilities or as equity
in accordance with the substance of the contractual
arrangements and the definitions of a financial liability
and an equity instrument.
An equity instrument is any contract that evidences
a residual interest in the assets of an entity after
deducting all of its liabilities. Equity instruments issued
by a Group entity is measured as proceeds received
less direct issue costs.
Repurchase of the Company’s own equity instruments
is recognised and deducted directly in equity. No gain
or loss is recognised in profit or loss on the purchase,
sale, issue or cancellation of the Company’s own
equity instruments.
Financial liabilities that are not designated at FVTPL,
are subsequently measured at amortised cost using
the effective interest method.
Borrowings are initially recognised at fair value of
the consideration received less directly attributable
transaction costs and subsequently measured at
amortised cost using the effective interest method.
Trade and other payables are carried at amortised
cost and represent liabilities for goods and services
provided to the Group that are unpaid.
Key estimates and assumptions
The Group uses judgement in determining the business
model at the level that reflects how groups of financial
assets are managed together to achieve a particular
business objective.
18
Property, plant and equipment
The below table sets out the carrying value of the Group’s property, plant and equipment:
Office equipment – at cost
Less accumulated depreciation
Total office equipment
Furniture and fixtures – at cost
Less accumulated depreciation
Total furniture and fixtures
Lease improvements – at cost
Less accumulated depreciation
Total leasehold improvements
Total property, plant and equipment
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
5,160
(3,535)
1,625
1,516
(286)
1,230
2,185
(777)
1,408
4,263
5,269
(2,419)
2,850
1,840
(468)
1,372
3,673
(1,922)
1,751
5,973
102
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)18
Property, plant and equipment (continued)
18.1 Movement in carrying value of property, plant and equipment
The below table sets out the movement in carrying value of the Group’s property, plant and equipment:
Consolidated
Assets for own use
Balance as at 1 January 2022
Additions
Additions through business combinations
Disposals
Depreciation expense
Balance as at 31 December 2022
Additions
Disposals
Depreciation expense
Foreign currency movement
Balance as at 31 December 2023
Office
equipment
$’000
Furniture and
fixtures
$’000
Leasehold
improvements
$’000
1,085
3,117
2
(5)
(1,349)
2,850
258
(34)
(1,449)
-
1,625
808
575
124
(33)
(102)
1,372
35
(99)
(78)
-
1,230
142
1,973
-
-
(364)
1,751
90
(30)
(423)
20
1,408
Total
$’000
2,035
5,665
126
(38)
(1,815)
5,973
383
(163)
(1,950)
20
4,263
The gain or loss arising on the disposal or retirement of
an item of property, plant and equipment is determined
as the difference between the sales proceeds and the
carrying amount of the asset and is recognised in profit
or loss.
The carrying values of property, plant and equipment
are reviewed for impairment when events or changes in
circumstances indicate the carrying value may not be
recoverable. Impairment losses are recognised in profit
or loss.
Accounting policy
Property, plant and equipment are stated at historical
cost (which includes, where applicable, costs directly
attributable to the acquisition of the asset) less
accumulated depreciation and, where applicable,
accumulated impairment losses.
Depreciation is calculated on a straight-line basis
to realise the net cost of each class of assets over
its expected useful life. The estimated useful lives,
residual values and depreciation method are reviewed
at the end of each reporting period, with the effect
of any changes in estimate accounted for on a
prospective basis. The useful lives are as follows:
• office equipment: 3 years
•
•
furniture and fittings: 7 years
leasehold improvements are amortised over the
term of the lease
103
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)19 Right-of-use assets and lease liabilities
19.1 Right-of-use assets
Right-of-use assets – at cost
Less accumulated amortisation
Total right-of-use assets
Balance at the beginning of the year
Additions
Additions through business combinations (note 34)
Lease modification
Amortisation expense
Foreign currency movement
Balance at the end of the year
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
81,854
(15,871)
65,983
61,773
12,995
43
614
(9,437)
(5)
65,983
71,038
(9,265)
61,773
9,874
60,210
990
(1,281)
(8,073)
53
61,773
During the year, a commercial lease commenced for additional office premises in Sydney. The lease term is 10 years
with renewal terms included in the contract. Renewal is at the specific option of the Group.
19.2 Lease liabilities
Current
Lease liabilities
Total lease liabilities – current
Non-current
Lease liabilities
Total lease liabilities – non-current
Total lease liabilities
19.2 (a) Movement in lease liabilities
Opening balance at the beginning of the year
Interest on lease liabilities
Payment of lease liabilities
Additions through business combinations (note 34)
Lease modification
Additions1
Foreign currency movement
Closing balance at the end of the year
1. Additional office premises in Sydney.
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
6,141
6,141
65,369
65,369
71,510
64,952
4,354
(11,444)
43
614
12,995
(4)
71,510
6,219
6,219
58,733
58,733
64,952
10,285
3,513
(8,953)
1,633
(1,578)
59,994
58
64,952
104
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)19 Right-of-use assets and lease liabilities (continued)
19.2 Lease liabilities (continued)
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
19.2 (b) Lease liabilities maturity analysis – contractual undiscounted cashflows
Less than one year
One to five years
More than five years
Total undiscounted lease liabilities at the end of the year
Accounting policy
Right-of-use assets
The Group recognises a right-of-use asset and a
corresponding lease liability at the commencement
date in the Statement of financial position, except for
short-term leases and leases of low value assets.
Right-of-use assets are measured at cost and
comprise of the amount that corresponds to the
amount recognised for the lease liability on initial
recognition together with any lease payments made
at or before the commencement date (less any
lease incentives received), initial direct costs and
restoration-related costs. The right-of-use asset is
amortised over the shorter of the asset’s useful life and
the lease term on a straight-line basis. Amortisation
of right-of-use assets starts at the commencement
date of the lease and is recognised in the Statement of
profit or loss and other comprehensive income.
Lease liabilities
The lease liability is initially measured at the present
value of the lease payments that are not paid at the
commencement date, discounted using the interest
rate implicit in the lease or, if that rate cannot be readily
determined, the Group’s incremental borrowing rate.
Lease payments included in the measurement of the
lease liability comprise:
• Fixed lease payments (including in-substance fixed
payments), less any lease incentives receivable;
• Variable lease payments that depend on an index or
rate, initially measured using the index or rate at the
commencement date.
The lease liability is subsequently increased by the
interest cost on the lease liability and decreased by
lease payment made. It is remeasured when there
is a change in future lease payments arising from a
10,344
57,179
23,236
90,759
10,266
46,563
27,384
84,213
change in an index or rate, a change in the estimate of
the amount expected to be payable under a residual
value guarantee, or as appropriate, changes in the
assessment of whether a purchase or extension option
is reasonably certain to be exercised or a termination
option is reasonably certain not to be exercised.
Lease payments are recognised as amortisation
expense of the right-of-use asset over the term of
the lease unless another systematic basis is more
representative of the time pattern in which economic
benefits from the leased asset are consumed.
The Group remeasures the lease liability (and makes a
corresponding adjustment to the related right-of-use
asset) whenever:
• The lease term has changed or there is a significant
event or change in circumstances resulting in
a change in the assessment of exercise of a
purchase option, in which case the lease liability
is remeasured by discounting the revised lease
payments using a revised discount rate.
• The lease payments change due to changes in
an index or rate or a change in expected payment
under a guaranteed residual value, in which cases
the lease liability is remeasured by discounting
the revised lease payments using an unchanged
discount rate (unless the lease payments change is
due to a change in a floating interest rate, in which
case a revised discount rate is used).
• A lease contract is modified and the lease
modification is not accounted for as a separate
lease, in which case the lease liability is remeasured
based on the lease term of the modified lease by
discounting the revised lease payments using
a revised discount rate at the effective date of
the modification.
105
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)19 Right-of-use assets and lease liabilities (continued)
Key estimates and assumptions
Generally, the Group uses its incremental borrowing rate as the discount rate. Interest on lease liabilities is
recognised in profit or loss.
The Group has applied judgement to determine the lease term for some lease contracts in which it is a lessee
that include renewal options. The assessment of whether the Group is reasonably certain to exercise such
options impacts the lease term, which significantly affects the amount of lease liabilities and right-of-use
assets recognised.
20
Investments in associates and joint ventures
20.1 Details of ownership interest
Material
associates
BE ES I LLC1
BE OLD I LLC1
Principal place
of business
Principal
activity
United States
of America
Specialty
finance
United States
of America
Specialty
finance
Redcape Hotel
Group
Australia
Owner and
operator of
hotels
Other associates²
Proportion of ownership interest
and voting power held by the Group
2023
%
-
-
2022
%
49.6%
49.9%
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
-
-
22,415
8,274
57,086
3,811
91,586
11.7%
10.8%
49,296
1,475
50,771
1. During the year, the Group obtained control of BE ES I LLC and BE OLD I LLC as a result of its acquisition of Blue Elephant (refer to note
34). The Group subsequently derecognised its investments in BE ES I LLC and BE OLD I LLC as associates.
2. Other associates represents the aggregate of the Group’s remaining associates, that are not considered individually material to the Group,
and therefore have not been separately disclosed.
106
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)20
Investments in associates and joint ventures (continued)
20.2 Reconciliation of movements in carrying values of investments in associates
$’000
BE ES I LLC
BE OLD I LLC
MA Kincare
Fund
Redcape
Hotel Group
Other
associates
(2,205)
(103)
(135)
(5,413)
(127)
(7,983)
Opening balance as at
1 January 2022
Acquisition
Disposal and
capital returns
Share of profit/(loss)
Share of other
comprehensive income
Less dividends/
distributions received
Foreign currency
translation reserve
Closing balance as at
31 December 2022
Acquisition
Disposal
and capital returns
19,400
1,609
-
2,422
-
2,068
5,659
-
310
-
1,189
340
22,415
4,763
8,274
-
(27,314)
(8,239)
Share of profit/(loss)
1,601
673
Share of other
comprehensive
income/(loss)
Less dividends/
distributions received
Foreign currency
translation reserve
Closing balance as at
31 December 2023
-
-
(2,127)
(888)
662
180
-
-
7,595
620
84,339
-
(8,827)
(23,313)
747
(731)
6,991
2,859
(4,680)
(1,359)
Total
120,393
10,747
(36,820)
1,389
-
2,204
-
2,204
-
-
-
-
-
-
-
-
-
-
127
1,656
57,086
6,432
(1,188)
(13)
(8,856)
(4,165)
3,811
410
(2,771)
(175)
-
74
91,586
11,605
(39,512)
2,086
(8,856)
(7,106)
-
126
968
49,296
1,475
50,771
The Group also has interests in a number of individually immaterial associates. The unrecognised share of losses
for investments in associates that have a nil carrying value for the year ended 31 December 2023 is $6.4 million
(2022: $2.2 million).
107
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)20
Investments in associates and joint ventures (continued)
20.3 Summarised financial information for the Group’s material associates
$’000
31 December 2023
Assets and liabilities
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets/(liabilities)
The above net assets include the following:
Cash and cash equivalents
Revenue, expenses and results
Revenue
Profit/(loss) for the year
Other comprehensive (loss)/income for the year
Total comprehensive loss for the year
31 December 2022
Assets and liabilities
Current assets
Non-current assets
Current liabilities
Non-current liabilities
Net assets/(liabilities)
The above net assets include the following:
Cash and cash equivalents
Revenue, expenses and results
Revenue
Profit/(loss) for the year
Other comprehensive income for the year
Total comprehensive income/(loss) for the year
BE ES I LLC
BE OLD I LLC
Redcape
Hotel Group
Other
associates
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
168,200
109,034
1,018,159
518,000
(191,304)
(690,860)
(573,740)
-
421,315
(63,826)
38,660
104,320
203,847
274,669
23,830
(49,293)
(86,459)
(62,629)
13,112
(36,181)
3,511
39,392
(2,487)
4,986
33,354
38,809
1,276,318
174,341
841,126
(670)
(96,199)
(1,081,426)
(420)
(26,978)
(685,383)
(97)
39,996
16,147
528,090
(66,056)
2,678
1,534
19,246
176,482
5,302
5,030
-
5,030
4,094
210,219
700
-
700
(4,748)
31,509
26,761
5,122
(3,181)
-
(3,181)
108
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)20
Investments in associates and joint ventures (continued)
20.3 Summarised financial information for the Group’s material associates (continued)
The following information outlines the level of control
the Group has over its material associates and the
resultant accounting treatment.
The results and assets and liabilities of associates
or joint ventures are incorporated in these financial
statements using the equity method of accounting.
Associates’ financial reports are used to apply the
equity method. The Statement of profit or loss and
other comprehensive income reflects the economic
share of the results of operations of associates.
Where there has been a change recognised directly in
the associates equity, the Group recognises its share
of any changes in the Statement of changes in equity.
Key estimates and assumptions
An assessment is performed at each Statement of
financial position date to determine whether there
is any indication of impairment and whether it is
necessary to recognise any impairment loss against
the carrying value of the net investment in associates.
The Group determines the dates of obtaining or
losing significant influence of another entity based
on all pertinent facts and circumstances that affect
the ability to significantly influence the financial and
operating policies of that entity.
Details of investment in Redcape
Hotel Group
At 31 December 2023, the Group has a 11.7% direct
equity investment in Redcape Hotel Group (Redcape)
and funds managed by the Group own a further 29.2%
of Redcape. During the year, the Group sold 1.0 million
units for $1.7 million and purchased 3.9 million units
for $6.4 million in Redcape. The Group earns trustee,
asset manager, performance and hotel operator
fees from Redcape, as well as investment returns
on its direct investment. The Group is considered to
have significant influence over Redcape as a result
of participating in the financial and operating policy
decisions of Redcape through its role as responsible
entity, asset manager and hotel operator.
Redcape owns or operates 31 hotels in New South
Wales and Queensland. During the year, the Group
completed the divestment of four hotels for total
consideration of $63.9m and has exchanged contracts
for the divestment of four hotels and the acquisition
of one hotel to be settled in the 2024 financial year.
Redcape assessed their assets for impairment at
31 December 2023. The Directors are satisfied that
the impairment testing performed by Redcape is
reasonable, and that no additional impairment is
required for the Group’s investment in Redcape.
Redcape has recognised a decrease in its net assets at
31 December 2023, of which the Group’s share of the
decrease has been equity accounted.
Accounting policy
Associates are entities over which the Group has
significant influence of the entities’ financial and
operating policies but not control. Investment in
associates are accounted for under the equity method
whereby investments are carried at cost adjusted for
post-acquisition changes in the Group’s economic
share of the net assets of the entity.
A joint venture is a joint arrangement whereby the
parties that have joint control of the arrangement have
rights to the net assets of the joint arrangement. Joint
control is the contractually agreed sharing of control
of an arrangement which exists only when decisions
about the relevant activities require unanimous
consent of the parties sharing control.
109
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)21
Intangible assets
Intangible assets
Customer
relationships,
brand names
and trademarks
$’000
Management
rights and
agreements
$’000
Goodwill
$’000
Software
$’000
Total
$’000
31 December 2023
Cost
Balance at 1 January 2023
128,169
44,000
22,939
10,499
205,607
Additions through business combinations
(note 34)
Additions
Foreign currency movement
13,877
-
(398)
-
-
-
-
-
-
-
13,877
3,715
-
3,715
(398)
Balance at 31 December 2023
141,648
44,000
22,939
14,214
222,801
Amortisation and impairment losses
Balance at 1 January 2023
Amortisation expense for the year
Balance at 31 December 2023
-
-
-
(3,405)
(14,034)
(1,770)
(5,175)
(3,479)
(17,513)
(3,150)
(1,023)
(4,173)
(20,589)
(6,272)
(26,861)
Carrying amount at 31 December 2023
141,648
38,825
5,426
10,041
195,940
31 December 2022
Cost
Balance at 1 January 2022
Additions through business combinations
Additions
14,010
114,159
-
-
22,939
4,182
41,131
44,000
-
-
-
2,300
160,459
4,017
4,017
Balance at 31 December 2022
128,169
44,000
22,939
10,499
205,607
Amortisation and impairment losses
Balance at 1 January 2022
Amortisation expense for year
Balance at 31 December 2022
-
-
-
Carrying amount at 31 December 2022
128,169
-
(3,405)
(3,405)
40,595
(11,318)
(2,716)
(14,034)
(1,918)
(1,232)
(3,150)
(13,236)
(7,353)
(20,589)
8,905
7,349
185,018
During the year, the Group acquired Blue Elephant and recognised $13.9 million of goodwill. Refer to note 34 for
further details of the acquisitions.
Included in the deferred tax liability of the Group as at 31 December 2023 is an amount of $12.3 million (31 Dec
2022: $13.8 million) relating to the intangible assets recognised from the acquisition of subsidiaries.
110
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)21
Intangible assets (continued)
Accounting policy
Goodwill
Goodwill arising on acquisition of a business is carried
at cost as established at the date of acquisition of the
business less accumulated impairment losses, if any.
For the purposes of impairment testing, goodwill
is allocated to each of the Company’s cash-
generating units (or groups of cash-generating units)
that is expected to benefit from the synergies of
the combination.
A cash-generating unit (CGU) to which goodwill has
been allocated is tested for impairment annually, or
more frequently where there is indication that the unit
may be impaired. If the recoverable amount of the CGU
is less than its carrying amount, the impairment loss
is allocated first to reduce the carrying amount of any
goodwill allocated to the unit and then to the other
assets of the unit, pro-rated based on the carrying
amount of each asset in the unit. Any impairment
loss recognised for goodwill is not reversed in
subsequent periods.
On disposal of the relevant CGU, the attributable
amount of goodwill is included in the determination of
the profit or loss on disposal.
Intangible assets
Intangible assets acquired in a business combination
and recognised separately from goodwill are initially
recognised at their fair value at the acquisition date
(which is regarded as their cost).
Subsequent to their initial recognition, intangible
assets acquired in a business combination are
reported at cost less accumulated amortisation and
accumulated impairment losses. Amortisation is
recognised on a straight-line basis over their estimated
useful lives. The estimated useful life and amortisation
method are reviewed at the end of each reporting
period, with the effect of any changes in estimate
being accounted for on a prospective basis.
For intangible assets that have a finite useful life,
an assessment is made at each reporting date for
indications of impairment. An impairment loss is
recognised for the amount by which the asset’s
carrying amount exceeds its recoverable amount.
The recoverable amount is the higher of the asset’s
fair value less costs to sell and value-in-use. For the
purposes of assessing impairment, assets are grouped
at the lowest levels for which there are separately
identifiable cash inflows which are largely independent
of the cash inflows from other assets or groups of
assets (CGUs). Intangible assets (other than goodwill)
that suffered impairment are reviewed for possible
reversal of the impairment at each reporting date.
Costs incurred in acquiring and developing software,
that is not cloud based, that will contribute to the
Group’s future financial benefits are capitalised as
software and are amortised over the estimated useful
life on a straight-line basis. Costs capitalised include
external direct costs of materials, service, consultants
spent on the projects and internal costs of employees
directly engaged in delivering the projects. For software
in the course of development, amortisation commences
once development is complete and the software is in
use. Costs incurred on the maintenance of software is
expensed as incurred and recognised in profit or loss.
Subsequent expenditure is recognised only when it
increases the future economic benefits embodied in the
specific asset to which it relates. All other expenditure,
including expenditure on internally generated goodwill
and brands is recognised in profit or loss.
Costs incurred on the maintenance of software is
expensed as incurred and recognised in profit or loss.
Derecognition of intangible assets
An intangible asset is derecognised on disposal,
or when no future economic benefits are expected
from use or disposal. Gains or losses arising from the
derecognition of an intangible asset, measured as the
difference between the net disposal proceeds and the
carrying amount of the asset, are recognised in profit
or loss when the asset is derecognised.
Amortisation of intangible assets
Goodwill is allocated to CGUs and is not amortised.
Brand names have an indefinite useful life and are not
amortised. For intangible assets which are amortised,
the useful lives for the current and comparative periods
are as follows:
• Management rights: the forecast profile of the
profit generated
• Customer relationships and property management
agreements: the expected life of the contracts
• Software and trademarks: 3 to 10 years
Useful lives and residual values are reviewed at each
reporting date and adjusted if appropriate.
111
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)21
Intangible assets (continued)
Key estimates and assumptions
Impairment assessment of intangible assets
The Group assesses whether goodwill is impaired at
least annually. For the purposes of impairment testing,
goodwill is allocated to the Group’s CGUs. The CGUs
align with the Group’s operating segments as disclosed
in note 3 and are consistent with the comparative
period. The recoverable amount of each CGU is
determined based on the value in use calculations that
utilise five-year cash flow projections plus a terminal
value based on the financial forecasts approved
by management. In determining these cash flow
projections, management considers:
• current and expected performance of each CGU;
• Board and management-approved budgets and
strategic plans; and
• changes in Australian and international economic
and market environments.
The relevant assumptions in deriving the value in use of
the CGUs are as follows:
•
the budgeted net profit before tax for each CGU for
each year within the cash flow projection period;
•
the pre-tax discount rate; and
• growth rates, which are consistent with long-
term trends in the industry segments in which the
CGUs operate.
No impairment charge was recognised during the
year as the recoverable amount of each CGU was
determined to be in excess of the carrying amount.
The following CGUs represent the carrying amounts of goodwill:
Asset Management
Lending & Technology
CA&E
Total
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Terminal growth rates
Pre-tax discount rates
1.0%
1.0%
1.0%
1.0%
1.0%
1.0%
12.5%
13.0%
11.0%
12.5%
13.0%
11.0%
$’000
26,163
114,159
1,326
$’000
12,684
114,159
1,326
141,648
128,169
Sensitivity analysis
Management considered, for all CGUs, that reasonable changes in key assumptions, such as an increase in the
discount rate by 2.5% and a decrease in the growth rate by 1%, leaving all other assumptions constant, would not
result in the carrying amount exceeding the value in use for any of the CGUs. The sensitivity analysis was done on
the basis that a reasonably possible change in each key assumption would not have a consequential impact on
other assumptions.
112
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)22
Trade and other payables
Current
Accounts payable and accrued expenses
Accrued commissions
Other liabilities
GST payable
Total trade and other payables – current
Non-current
Other liabilities
Total trade and other payables – non-current
Total trade and other payables
23 Borrowings
Current
Unsecured notes
Unsecured notes – limited recourse
Mortgage trust notes
Total borrowings – current
Non-current
Unsecured notes
Unsecured notes – limited recourse
Fund preferred units
Mortgage trust notes
Securitised borrowings¹
Total borrowings – non-current
Total borrowings
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
16,050
16,689
25,000
1,901
59,640
5,449
5,449
65,089
40,000
30,030
335,485
405,515
25,000
109,190
26,187
37,541
11,674
2,163
77,565
240
240
77,805
-
30,030
216,475
246,505
65,000
60,000
1,127,452
568,584
471,920
14,419
1,747,981
2,153,496
-
-
693,584
940,089
1. The securitised borrowings are within a consolidated credit trust and is secured against the assets of that consolidated credit trust.
Information about the Group’s exposure to interest rate and liquidity risk is included in note 25.
Unsecured notes programme
(a)
Except for the obligation to pay periodic interest and repay the principal, the terms of the unsecured notes,
including the limited recourse notes, do not include any material undertakings or obligations which, if not complied
with, would result in an acceleration of the amount owing.
113
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)23 Borrowings (continued)
(a)
Unsecured notes programme (continued)
(i)
Unsecured notes
Classification
Issue
Maturity date
Amount ($m)
Interest rate per annum
(ii)
Unsecured notes – limited recourse
MA IV
MA VI
Current
Non-current
2020
2022
Sep 2024
Sep 2027
40.0
5.85%
25.0
5.75%
Classification
Issue
Maturity Date
Amount ($m)
MACI
MACPI
MALI 1
MALI 2
Current
Non-current
Non-current
Non-current
2019
2021
2023
2023
May 2024
Dec 2027
May 2028
July 2026
30.0
70.0
10.0
29.2
8.10%
Interest rate per annum
RBA + 4.35%
RBA + 4.00%
RBA + 10.25%
The MACI and MACPI limited recourse notes have
been designed and issued principally for investors
under the Significant Investor Visa (SIV) programme.
The notes constitute unsecured, unsubordinated
obligations of issuing special purpose Group entities
(issuing entities). The issuing entities invest the
proceeds of the note issuances in a diversified portfolio
of financial assets. The notes have sole recourse to
the assets of the relevant issuing entities and are not
guaranteed by the Company.
MACI
The MACI note has a five-year stated maturity,
however can be redeemed at the option of the note
holders subject to a minimum 12-month holding period
following issue. This redemption feature was designed
to provide for the individual requirements of the SIV
investors to align with the timing of when the SIV
investors receive their permanent residency status.
The interest rate is calculated at a margin of 4.35%
over the RBA cash rate and resets in February and
August of each year. There were no redemptions of the
MACI note during the year ended 31 December 2023
(year ended 31 December 2022: nil).
MACPI
The MACPI note has a six-year maturity with the
interest rate calculated at a margin of 4.00% over the
RBA cash rate and resets in February and August of
each year. $10.0 million of additional funds were raised
during the period (year ended 31 December 2022:
$35.0 million). The MACPI note facilitates investments
for note investors with assets restricted for the benefit
of those investors.
MALI 1
During the year, $10.0 million was raised via the
issuance of the MALI 1 note. The note has a five-year
maturity with the interest rate calculated at a margin
of 10.25% over the RBA. The note is limited in recourse
only to the assets of the issuer. If proceeds from those
assets are insufficient to repay or redeem the notes,
then there will be no further recourse to the broader
assets of the Group.
MALI 2
During the year, $29.2 million was raised via the
issuance of the MALI 2 note. The note has a three-
year maturity with an interest rate of 8.1%. The note is
limited in recourse only to the assets of the issuer. If
proceeds from those assets are insufficient to repay
or redeem the notes, then there will be no further
recourse to the broader assets of the Group.
114
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)23 Borrowings (continued)
(b)
Fund preferred units
MA Priority Income Fund (PIF) and MA USD Priority
Income Fund (USD PIF)
The Group manages the PIF and USD PIF. The Funds
provide investors with exposure to a diversified
portfolio of credit investments via an investment in
Class A Units (Fund Preferred Units) in MA Master
Credit Trust, MA USD Master Credit Trust and MA
Diversified Credit Trust (MCTs). As a co-investment,
the Group holds Class B Units in the respective MCTs.
The MCTs are consolidated entities of the Group.
Fund Preferred Units receive a preferential distribution
from the realised profits of the MCTs. The Class B Units
held by the Group receive any excess distributable
profits after paying the preferential distribution on
the Fund Preferred Units and any MCT expenses. The
Class B Units held by the Group also provides investors
with a “first loss” capital buffer which affords the Fund
Preferred Units preferential treatment on distribution
and wind-up of the MCTs. The Group’s maximum
economic exposure is limited to the value of the
Class B Unit.
Redemptions of the Fund Preferred Units are at the
discretion of the MCTs trustee and require the consent
of the Group. Therefore the units are treated as non-
current liabilities as the Group has an unconditional
right to defer settlement for at least 12 months after
the end of the reporting period.
Classification
Fund Preferred Units:
31 December 2023 ($m)
31 December 2022 ($m)
Fund Preferred Units preferential distribution
Class B Units "first loss" co-investment:
31 December 2023 ($m)
31 December 2022 ($m)
1. Secured Overnight Financing Rate.
(c)
Mortgage trust notes
The Group’s mortgage lending activity is funded
through a combination of warehouse facilities provided
by major and mid-tier Australian and international
banks, and public term securitisation transactions.
Warehouse facilities are limited recourse funding
vehicles established by the Group and funded by
key banking partners to originate new mortgages to
customers. As at 31 December 2023, the unutilised
capacity across all facilities is $1,078.0 million (2022:
$208.5 million). The maturity date for these facilities
range from less than 12 months to up to 36 months
from reporting date.
PIF
USD PIF
Non-current
Non-current
1,107.4
544.8
RBA cash rate
+ 4.00%
10%
110.7
54.5
20.1
23.8
SOFR1 + 3.50%
10% reducing
to 5%
2.0
2.4
A term securitisation transaction is where a pool of
mortgage assets, initially originated in the Group’s
warehouse facilities, are grouped together and sold
to a new limited recourse funding vehicle, which then
issues securities against those mortgage assets
(residential mortgage-based securities) to investors
in public wholesale capital markets. The Group
completed its first term securitisation transaction in
November 2023.
115
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)24 Provisions
Current
Salaries, wages and bonuses
Provision for annual leave
Provision for long service leave
Total provisions – current
Non-current
Provision for long service leave
Total provisions – non-current
Total provisions
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
28,941
6,658
3,196
38,795
1,645
1,645
33,817
7,661
3,527
45,005
1,624
1,624
40,440
46,629
Accounting policy
Employee benefit liabilities represents accrued
wages, salaries, bonus, annual and long service leave
entitlements recognised in respect of employee
services up to the end of the reporting date.
Liabilities recognised in respect of short-term
employee benefits are measured at the amounts
expected to be paid when the liabilities are settled
by the Group in respect of services provided by
employees up to the reporting date.
Liabilities recognised in respect of long-term employee
benefits are measured as the present value of the
estimated future cash outflows to be made by the
Group in respect of services provided by employees up
to the reporting date.
Key estimates and assumptions
The amount recognised as a provision is the best
estimate of the consideration required to settle
the present obligation at the end of the reporting
date, taking into account the risks and uncertainties
surrounding the obligation. When a provision is
measured using the cash flows estimated to settle the
present obligation, its carrying amount is the present
value of those cash flows.
116
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management
25.1 Risk management framework
The Group’s activities expose it to a variety of financial
and non-financial risks. Financial risks include credit
risk, liquidity risk and market risk (including currency
risk, interest rate risk and price risk). The Group’s
overall risk management framework operates to
identify and assess all the risks to which the Group
is exposed, including financial risks, with the aim of
identifying options for risk treatment, maintaining
the Group’s exposure within the parameters set
out in its Risk Appetite Statement, and to provide
management information.
The Group’s overall risk management framework is
summarised in its Corporate Governance Statement,
available on its website, and in the Sustainability
report. These documents outline the role of the Board,
the Audit and Risk Committee (ARC), the Group’s
Risk Appetite Statement and the Risk Management
Statement which describes the approach to risk
management – including responsibilities, governance,
methods for risk identification, treatment and
reporting, and coordination across the Group. Detailed
procedures and system guides are typically maintained
at the business unit level and also in the Group’s
finance function.
The Board is responsible, in conjunction with senior
management, for ensuring the Group maintains a
risk management framework, for understanding the
risks associated with the activities of the Group, and
implementing structures and policies to adequately
monitor and manage those risks. The Board is
assisted by the ARC and by the Senior Executive
Risk Committee.
The practical management of many financial risks
takes place, in the first instance, within the Group’s
business units, led by senior managers. This includes
the management of financial risks in relation to
investment funds, which can involve client monies,
fund costs, financing investments and managing debt
facilities. The Group’s finance function maintains
oversight of this activity, especially where it has
implications for the Group’s financial resources
and accounting.
25.2 Capital management
The capital structure of the Group consists of net
cash (cash and bank balances offset by the unsecured
notes, drawn portion of the working capital facility)
and equity (comprising contributed equity, retained
earnings and reserves).
The Group manages its capital with the aim of ensuring
that the Group will be able to continue as a going
concern while maximising the return to shareholders
through the optimisation of the debt and equity
balance. The Group’s overall capital management
strategy remains unchanged from 2022.
The Group’s subsidiaries have satisfied all externally
imposed capital requirements throughout the financial
year, as per the requirements set out below:
• MA Moelis Australia Securities Pty Ltd, is an ASX
market participant and therefore has an externally
imposed capital requirement.
• Certain other subsidiaries of the Company hold
an Australian Financial Services Licence (AFSL)
and therefore have externally imposed separate
capital requirements.
• MA Money has a contractual obligation to hold a
minimum amount of capital at all times.
During the year, the Group upsized its revolving
working capital facility from $40.0 million to $80.0
million. The facility was undrawn at 31 December 2023.
In accordance with the terms of the working capital
facility, the Group is required to comply with certain
covenants. During the year ended to 31 December
2023, the Group was compliant with these covenants.
The Group’s borrowings comprise unsecured notes
of $204.2 million (2022: $155.0 million), mortgage
trust notes $807.4 million (2022: $216.5 million), fund
preferred units $1,127.5 million (2022: $568.6 million)
and securitised borrowings $14.4 million (2022: nil).
The maturity dates of the unsecured notes are shown
in the table below. Except for the obligation to pay
periodic interest and repay the principal at the end
of the term, the terms of the unsecured notes do
not include any material undertakings or obligations
which, if not complied with, would result in an
acceleration of the amount owing. The maturity dates
of the unsecured notes are shown in the table below.
Except for the obligation to pay periodic interest and
repay the principal at the end of the term, the terms
of the unsecured notes do not include any material
undertakings or obligations which, if not complied with,
would result in an acceleration of the amount owing.
The MACPI note cannot be redeemed at the option of
the note holders and must be held to maturity.
117
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.2 Capital management (continued)
Unsecured notes
Current
MA IV
Non-current
MA IV
MA VI
Unsecured notes – limited recourse
Current
MACI
Non-current
MACPI
MALI 1
MALI 2
Total unsecured notes
Maturity date
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
30 September 2024
40,000
-
30 September 2024
30 September 2027
-
25,000
40,000
25,000
16 May 2024
30,030
30,030
1 December 2027
10 May 2028
31 July 2026
70,000
10,000
29,190
60,000
-
-
204,220
155,030
25.3 Market risk
25.3.1 Currency risk
Market risk is the risk that the fair value and/or future
cash flows from a financial instrument will fluctuate
as a result of changes in market factors. Market risk
comprises of:
• Currency risk: due to fluctuations in foreign
currency exchange rates;
•
Interest rate risk: due to fluctuations in market
interest rates; and
• Price risk: due to fluctuations in fair value of
equities and other instruments.
The Group’s investment of capital in foreign operations,
for example, subsidiaries or associates with functional
currencies other than the Australian dollar, exposes
the Group to the risk of changes in foreign exchange
rates. Variations in the value of these foreign operations
arising as a result of exchange differences are reflected
in the foreign currency translation reserve in equity.
The Group manages its exposure to income
denominated in foreign currency when foreign currency
income is recognised or received in cash. Foreign
currency debtors and foreign currency bank balances
are periodically reviewed relative to the Group’s balance
sheet and liquidity requirements. Revenue received in
foreign currency may be retained in those currencies,
in order to meet future foreign currency denominated
expenses, and exposes the Group to unrealised foreign
currency gains or losses.
118
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.3 Market risk (continued)
25.3.1 Currency risk (continued)
The following table details the Group’s net exposure to foreign currency as at the reporting date in Australian dollar
equivalent amounts.
Currency
United States Dollar
Chinese Yuan
Great British Pound
Hong Kong Dollar
Exposure in Australian dollars
Assets
Liabilities
31 Dec 2023
$’000
31 Dec 2022
$’000
31 Dec 2023
$’000
31 Dec 2022
$’000
108,494
301
492
1,367
110,654
37,241
218
3,906
1,216
42,581
46,452
36,117
42
43
831
43
43
109
47,368
36,312
Foreign currency sensitivity analysis
The Group’s exposure to foreign exchange risk is
measured using sensitivity analysis. The table below
presets the sensitivity of the Group’s net exposure to
the currencies, with the most impact to the Group,
against the Australian dollar at the year end. A
sensitivity of 10% continues to be applied as it remains
reasonable given the current level of exchange rates
and volatility. The impact to profit or loss and equity is
at a post-tax rate of 30%. The risks faced and methods
used in the sensitivity analysis are the same as those
applied in the comparative period.
Sensitivity
31 Dec 2023
Profit/(loss)
$’000
31 Dec 2023
Change in equity
$’000
31 Dec 2022
Profit/(loss)
$’000
31 Dec 2022
Change in equity
$’000
Currency
United States Dollar
Chinese Yuan
Great British Pound
Hong Kong Dollar
Total
+/-10%
+/-10%
+/-10%
+/-10%
6,204/(6,204)
6,204/(6,204)
26/(26)
45/(45)
54/(54)
26/(26)
45/(45)
54/(54)
112/(112)
18/(18)
112/(112)
18/(18)
386/(386)
386/(386)
111/(111)
111/(111)
6,329/(6,329)
6,329/(6,329)
627/(627)
627/(627)
25.3.2 Interest rate risk
Interest rate risk is the risk to the Group’s earnings and equity arising from movements in market interest rates.
Interest rate exposure is driven by interest rate mismatches between assets and liabilities. Positions are monitored
to ensure risk levels are maintained within established limits.
119
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.3 Market risk (continued)
25.3.2 Interest rate risk (continued)
The Group’s main interest rate risk arises from cash, loans receivable and interest-bearing facilities. The table
below summarises the profile of the Group’s interest-bearing financial instruments at reporting date.
Fixed rate instruments
Loans receivable
Unsecured notes
Total
Variable rate instruments
Loans receivable
Unsecured notes
Mortgage trust notes
Fund preferred units
Securitised borrowings
Total
Carrying amount
31 Dec 2023
$’000
31 Dec 2022
$’000
157,830
(94,200)
63,630
155,049
(65,000)
90,049
1,921,886
700,433
(110,020)
(807,405)
(90,030)
(216,475)
(1,127,452)
(568,584)
(14,419)
(137,410)
-
(174,656)
Interest rate sensitivity analysis
The Group’s sensitivity to movements in interest rates in relation to the value of interest-bearing financial
instruments is shown in the table below. The impact on profit and equity is at a post-tax rate of 30%. The risks
faced and methods used in the sensitivity analysis are the same as those applied in the comparative period.
Change in
interest rates
31 Dec 2023
Profit/(loss)
$’000
31 Dec 2023
Change in equity
$’000
31 Dec 2022
Profit/(loss)
$’000
31 Dec 2022
Change in equity
$’000
Loans receivable
+/-1%
20,797/(20,797)
20,797/(20,797)
8,533/(8,533)
8,533/(8,533)
Borrowings
+/-1%
21,535/(21,535)
21,535/(21,535)
8,500/(8,500)
8,500/(8,500)
25.3.3 Price risk
Price risk is the risk that the fair value of a financial
instrument will fluctuate as a result of changes in
market prices (other than those arising from interest
rate or currency risk). The Group is exposed to equity
price risk on its holdings in equity investments.
The potential impact of movements in the market value
of listed and unlisted equities is shown in the below
sensitivity analysis. The impact on profit and equity is
at a post-tax rate of 30%. The risks faced and methods
used in the sensitivity analysis are the same as those
applied in the comparative period.
Equities
Listed equities
Unlisted equities
Change in
market prices
+/-5%
+/-5%
31 Dec 2023
Profit/(loss)
$’000
31 Dec 2023
Change in equity
$’000
31 Dec 2022
Profit/(loss)
$’000
31 Dec 2022
Change in equity
$’000
55/(55)
55/(55)
806/(806)
806/(806)
1,342/(1,342)
1,342/(1,342)
1,267/(1,267)
1,267/(1,267)
120
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.4 Credit risk
Credit risk refers to the risk that a counterparty to a
financial instrument will fail to meet its contractual
obligations when they fall due.
The Group mitigates its treasury-related counterparty
credit risk by ensuring its cash and liquid assets are
held with financial institutions of requisite credit quality.
The Group’s primary credit risk exposures relate to its
credit investment and lending activities. Where credit
investments are originated or financed through an
investment fund vehicle, the Group will only have direct
exposure to credit risk to the extent it has participated
in funding, underwriting the loan, or co-investing in
the fund. The Group co-invests in some of its credit
investment fund vehicles in various ways, including as a
fund unitholder and, in some cases, as a subordinated
unitholder. The Group may face indirect consequences
from borrower default or other impacts of credit
risk including lower fund investment returns, client
dissatisfaction and the time and expense required to
intensively manage the position. Note 15 details the
Group’s approach to recognising and measuring ECL
on credit investments.
The Group engages in a range of credit investment
activities, managed by its Global Credit Solutions
and Real Estate Credit teams, which can include
making secured loans to corporate borrowers, real
estate development funding, specialty credit and
asset-backed lending opportunities. The Group also
undertakes direct lending through its lending platforms,
including MA Money (for residential home loans)
and its specialty finance business (for certain types
of specialty credit where the Group is an originator
of assets outside the credit investment activities it
undertakes for its managed funds). In general terms,
the Group controls its credit risk exposure by assessing
the creditworthiness of counterparties and obtaining
sufficient collateral, where appropriate, as a means
of mitigating the risk of financial loss from defaults.
The Group only transacts with counterparties with
an acceptable level of credit risk through use of a
rigorous credit risk evaluation process, which may be
augmented by a shadow rating process which can then
be monitored over the life of the loan facility.
Maximum exposure to credit risk
The carrying amount of the Group’s financial assets
and contract assets reported on the Statement of
financial position represents the maximum exposure to
credit risk.
Receivables
The Group’s exposure to credit risk is influenced mainly
by the individual characteristics of each customer. The
Group does not require collateral in respect of trade and
other receivables. At each reporting period, the Group
reviews the recoverable amount of each receivable
on an individual basis to ensure that adequate loss
allowance is made for irrecoverable amounts.
Contract assets
The Group’s contract assets relate mainly to high credit
quality financial institutions. The Group bears the risk
of non-payment of future trail commissions by lenders
should they not maintain solvency. However, should
a lender not meet its obligations as a debtor then the
Group is under no obligation to pay out any future trail
commissions to brokers.
Commercial loans
Where a loan is funded primarily by the Group’s financial
resources, it is subject to approval by the Group’s
Credit Investment Committee. In other cases, above de
minimis levels, it requires the approval of the relevant
fund or divisional Credit Investment Committee. The
exact nature of the credit analysis undertaken differs
depending on the nature of the lending activity and
the size of the loan. In general, credit risk analysis is
focused on ensuring that risks have been fully identified
and that the downside risk is properly understood and
acceptable and can include an assessment of:
•
•
•
•
•
•
the fundamental characteristics of the borrower,
including its asset, business or commercial
dynamics;
the borrower’s industry and relevant industry
dynamics;
the owner or sponsor of the borrower;
the borrower’s financial characteristics, along with
commercial and qualitative performance dynamics;
the borrower’s own credit and financial risk
management practices;
ratings or internal shadow rating calculations using
public information and financial information of
the borrower;
• historical loan performance, nature of risk and yield;
• borrower’s credit policy to ascertain their
underwriting practices;
• alignment to the Group’s risk appetite; and
• securitisation of assets and undertakings.
121
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.4 Credit risk (continued)
To mitigate exposure to loan defaults, security and
collateral are often negotiated and documented in
executed loan agreements. Ongoing monitoring of
borrowers’ financial performance (including arrears
balances, ageing of arrears and losses incurred) are
performed and any exceptions reported to senior
management who use the information to review
individual loan exposures, make decisions on reducing
commitments, and where required refinancing options
to refinance out of certain exposures no longer aligned
to risk appetite.
The Group completes an assessment of whether there
is a significant increase in credit risk when an amount
becomes more than 90 days past due on a case by
case basis due to the fact that:
•
the majority of the counterparties for commercial
loans made are through the Group’s managed funds,
and therefore the credit risk is lower compared to
external counterparties; and
• historically there have been no defaults from
loans described above despite being over 90
days with amounts being repaid in full within a
reasonable period.
Residential mortgages
The Group manages its credit risk from residential
mortgages by lending responsibly and obtaining
security over residential property for each loan.
In monitoring the credit risk, loans are grouped
according to their credit characteristics using credit
risk classifications. This includes the use of the Loan
to Value Ratio (LVR) and days in arrears to assess the
Group’s exposure to credit risk.
The Group has a credit risk framework and credit
risk policy for its residential lending that aligns to the
responsible lending regulations. It includes stringent
underwriting criteria and a thorough analysis of a
borrower’s credit worthiness. The Group’s Credit Risk
Council is responsible for the active management,
implementation, and oversight of its credit
risk framework.
Under the Group’s monitoring procedures, a significant
increase in credit risk is identified pre-emptively,
before a default occurs. This process includes
identifying exposures that become 30 days past
due as a key indicator of increased risk. The Group’s
loan portfolio management strategies support the
individual circumstances of customers in line with its
hardship policies.
122
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.4 Credit risk (continued)
Ageing of amortised cost financial asset
The table below gives information regarding the carrying value of the Group’s financial assets measured at
amortised cost. The analysis splits these assets by those that are not past due and those that are past due.
Past due
Amortised cost
financial assets
Not past due
$’000
1–30 days
$’000
31–60 days
$’000
61–90 days
$’000
90+ days
$’000
Total
31 December 2023
Receivables
Loans receivable
Total
31 December 2022
Receivables
Loans receivable
Total
59,787
2,013,417
2,073,204
83,021
835,686
918,707
1,869
34,150
36,019
212
12,195
12,407
85
18,246
18,331
96
4,584
4,680
-
24,675
86,416
8,294
8,294
5,609
2,079,716
30,284
2,166,132
799
60
859
4,355
2,957
7,312
88,483
855,482
943,965
The table below summarises the loans receivable and the loss allowance by stage.
31 December 2023
Loans receivable
Loss allowance
Total
31 December 2022
Loans receivable
Loss allowance
Total
Stage I
$’000
2,053,217
(5,649)
2,047,568
852,212
(4,331)
847,881
Lifetime ECL
Stage II
$’000
26,674
(135)
26,539
4,974
(330)
4,644
Stage III
$’000
Total
$’000
5,835
(226)
5,609
3,008
(51)
2,957
2,085,726
(6,010)
2,079,716
860,194
(4,712)
855,482
25.5 Liquidity risk
Liquidity risk is the risk that financial obligations of the
Group cannot be met as and when they fall due without
incurring significant costs. The Group manages liquidity
risk by monitoring forecast cash requirements, both
short and longer term, against its current liquid assets.
The Group aims to ensure that it has sufficient liquidity
to meet its obligations on a short, medium and long-
term basis. In setting the level of sufficient liquidity,
the Group considers contractual obligations, minimum
cash requirements, AFSL requirements, cash flow
forecasts, associated reporting requirements, other
liquidity risks and contingency plans.
The following table details the Group’s remaining
contractual maturity for its non-derivative financial
liabilities. The table reflects the undiscounted cash
flows of financial liabilities based on the earliest date
on which the Group can be required to pay. Mortgage
trust notes issued by the Group’s consolidated
mortgage warehouse trusts are excluded in the table
as, under such arrangements, the note holder recourse
is limited to the assets of the relevant mortgage
warehouse trust to which the liability relates and
the repayment profile of the mortgage trust notes
is matched to the repayments collected from the
loan assets.
123
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)25
Financial risk management (continued)
25.5 Liquidity risk (continued)
Maturity profile of
undiscounted financial
liabilities
Less than
1 month
$’000
1–3 months
$’000
3–12 months
$’000
1–5 years
$’000
5+ years
$’000
Total
$’000
31 December 2023
Trade and other
payables
Other financial liabilities
Unsecured notes
Fund preferred units
Lease liabilities
Total financial liabilities
31 December 2022
Trade and other
payables
Other financial liabilities
Unsecured notes
Fund preferred units
Lease liabilities
-
-
-
844
51,152
-
-
-
837
Total financial liabilities
74,063
50,308
9,297
36
5,448
-
-
-
102,415
-
70,030
134,190
-
1,127,452
-
-
-
-
65,089
102,415
204,220
1,127,452
1,742
7,758
57,179
23,236
90,759
11,039
180,239
1,324,269
23,236
1,589,935
73,226
4,339
-
-
-
1,714
6,053
-
116,419
240
-
-
-
155,030
568,584
-
-
-
-
77,805
116,419
155,030
568,584
7,715
46,563
27,384
84,213
124,134
770,417
27,384
1,002,051
The amounts included above for variable interest rate instruments for non-derivative financial liabilities are subject
to change if changes in variable interest rates differ to those estimates of interest rates determined at the end of
the reporting period.
26
Fair value of financial assets and financial liabilities
Fair value is the price that would be received to sell
an asset or paid to transfer a liability in an orderly
transaction between market participants at the
measurement date, regardless of whether that price
is directly observable or estimated using another
valuation technique.
Where one is available, the Group measures the fair
value of an instrument using the quoted price in an
active market for that instrument. A market is regarded
as active if transactions for the asset or liability take
place with sufficient frequency and volume to provide
pricing information on an ongoing basis.
If there is no quoted price in an active market, then the
Group uses valuation techniques that maximise the use
of relevant observant inputs and minimise the use of
unobservable inputs. The chosen valuation technique
incorporates all of the factors that market participants
would take into account in pricing a transaction.
Financial instruments measured at fair value are
categorised under a three-level hierarchy, reflecting
the availability of observable market inputs when
estimating the fair value. If different levels of inputs
are used to measure a financial instrument’s fair
value, the classification within the hierarchy is based
on the lowest level that is significant to the fair value
measurement. Items measured at fair value are
categorised in their entirety, in accordance with the
levels of the fair value hierarchy as outlined below.
Level 1 Unadjusted quoted prices in active markets for
identical assets or liabilities that the entity can access
at the measurement date (i.e. listed securities).
Level 2 Valuation inputs other than quoted prices
included within Level 1 that are observable for the
asset or liability, either directly or indirectly.
Level 3 Valuation inputs that are not based on
observable market data (unobservable inputs).
124
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)26
Fair value of financial assets and financial liabilities (continued)
Valuation techniques
Financial assets and liabilities are accounted for in accordance with AASB 9 and comprises of the following
categories.
Basis of measurement
Note
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
Financial assets
Cash and cash equivalents
Amortised cost
Restricted cash
Receivables
Loans receivable
Other financial assets
Deposits
Total financial assets
Financial liabilities
Amortised cost
Amortised cost
Amortised cost/FVTPL
FVTOCI/FVTPL
Amortised cost
Trade and other payables
Amortised cost
Other financial liabilities
FVTOCI
Unsecured notes
Mortgage trust notes
Fund preferred units
Contract liabilities
Total financial liabilities
Amortised cost
Amortised cost
Amortised cost
Amortised cost
12
13
14
17
22
17
23
23
23
16
180,319
700
86,416
2,079,716
186,939
3,320
144,589
700
88,483
855,482
196,312
5,027
2,537,410
1,290,593
65,089
102,415
204,220
807,405
1,127,452
661,158
77,805
116,419
155,030
216,475
568,584
571,365
2,967,739
1,705,678
The carrying amount of the Group’s financial assets
and financial liabilities measured at amortised cost is
assumed to approximate its fair value at the current
and prior reporting date.
The Group reviewed its valuation techniques and key
inputs for its level 2 and level 3 assets on the estimated
fair values. The review considered the most recent
independent valuations, quoted unit prices of recent
equity transactions, expected duration the assets are
likely to be held for and the macroeconomic outlook for
the industries each asset operates in. As a result of the
review, no significant change in the fair values of the
assets was identified and the Group considers the fair
values adopted to be appropriate.
Level 3 assets consist of loans receivable classified
at FVTPL and unlisted investments where a best
estimate valuation approach is used. Loan valuations
are sensitive to changes in credit spreads and discount
rates in determining their fair value. Changes in either
of these inputs would have an impact on the net profit
of the Group. The valuation of unlisted investments is
sensitive to variations in unobservable inputs such as
cash flow projections and discount rates. An increase
or a decrease to the inputs into the valuations would
result in an increase or a decrease the net profit of
the Group.
Valuation processes
The Group has an established control framework
with respect to the measurement of fair values.
This includes a valuation function that has overall
responsibility for overseeing all significant fair
value measurements, including level 3 fair values,
and reports directly to the Chief Financial Officer.
The valuation function regularly reviews significant
unobservable inputs and valuation adjustments.
Significant valuation issues are reported to the Group’s
Audit and Risk Committee.
125
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)26
Fair value of financial assets and financial liabilities (continued)
The following table summarises the levels of the fair value hierarchy for financial assets and liabilities that are
recognised and measured at fair value in the Statement of financial position.
Mandatorily
at FVTPL
FVTOCI-
equity
instruments
Total
Level 1
Level 2
Level 3
Total
31 December 2023
Loans receivable
Non-equity securities
Equity securities
Consolidated managed fund
investments
Total assets measured at
fair value
Consolidated managed fund
investments
Total liabilities measured at
fair value
31 December 2022
Loans receivable
Non-equity securities
Consolidated managed fund
investments
Total assets measured at
fair value
Consolidated managed fund
investments
Total liabilities measured at
fair value
5,948
7,588
619
-
-
5,948
7,588
-
-
-
-
5,948
5,948
7,588
7,588
19,717
20,336
1,087
19,249
-
159,015
159,015
-
159,015
-
-
20,336
159,015
14,155
178,732
192,887
1,087
178,264
13,536
192,887
-
-
102,415
102,415
102,415
102,415
6,223
15,479
-
-
6,223
15,479
-
-
-
-
102,415
102,415
-
-
102,415
102,415
-
6,223
6,223
550
14,929
15,479
-
-
25,973
154,860
-
154,860
154,860
-
154,860
22,342
180,193
202,535
528
180,855
21,152
202,535
-
-
116,419
116,419
116,419
116,419
-
-
116,419
116,419
-
-
116,419
116,419
Equity securities
640
25,333
25,973
528
25,445
Reconciliation of balances in level 3 of the fair value hierarchy
During the year there were no transfers between level 1, level 2 and level 3 fair value hierarchies. The following table
summarises the movements in level 3 of the fair value hierarchy for the financial instruments measured at fair value
by the Group.
Balance at the beginning of the year
Purchase, issuances and other additions
Sales, settlements and repayments
Fair value movements recognised in profit or loss
Closing balance at the end of the year
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
21,152
929
(8,756)
211
13,536
29,159
3,053
(11,057)
(3)
21,152
Changing inputs to the level 3 valuations to reasonably possible alternative assumptions would not significantly
change amounts recognised in profit or loss, total assets, total liabilities or total equity. There are no equity
investments classified at Level 3 (2022: nil) and no gains and losses are reported in other comprehensive income.
126
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)27 Contributed equity
Ordinary share capital
Treasury shares
Total contributed equity
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
370,980
354,057
(92,243)
(78,970)
278,737
275,087
Contributed equity
31 Dec 2023
Number of shares
31 Dec 2022
Number of shares
31 Dec 2023
$’000
31 Dec 2022
$’000
Ordinary share capital
Balance at the beginning of the year
175,073,933
169,591,372
354,057
Ordinary shares issued
3,493,878
6,376,921
Share buy-back and cancellation
(236,000)
(894,360)
Equity transaction costs
Transfer from share-based payment
reserve on vesting of awards
-
-
-
-
17,064
(1,027)
(26)
912
311,178
44,188
(4,104)
(131)
2,926
Balance at the end of the year
178,331,811
175,073,933
370,980
354,057
Treasury shares
Balance at the beginning of the year
(15,346,005)
(13,066,811)
(78,970)
(56,188)
Ordinary shares issued for
staff equity awards
(3,420,530)
(2,668,356)
On market purchases of shares
(1,347,789)
(1,496,448)
(15,167)
(6,101)
(19,417)
(9,920)
Shares allocated upon exercise of options
-
16,666
-
103
Shares allocated under
employee share plans
1,676,941
1,868,944
7,995
6,452
Balance at the end of the year
(18,437,383)
(15,346,005)
(92,243)
(78,970)
Contributed equity at the end of the year
159,894,428
159,727,928
278,737
275,087
The Company had authorised share capital amounting
to 178,331,811 ordinary shares at 31 December 2023
(2022: 175,073,933). Ordinary shares entitle the holder
to participate in dividends and the proceeds on the
winding up of the Company in proportion to the number
of and amounts paid on the shares held. The fully paid
ordinary shares have no par value.
On a show of hands every member present at a
meeting in person or by proxy shall have one vote and
upon a poll each share shall have one vote.
Share buy-back
On 20 October 2022, the Group announced an on-
market share buy-back of up to $25.0 million. The
program started on 4 November 2022 and ended
on 3 November 2023. During the year, the Company
purchased 236,000 shares at an average price of $4.35
per share. Shares acquired under the buy-back were
subsequently cancelled resulting in a reduction of the
paid-up share capital of the Company.
127
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)27 Contributed equity (continued)
Shares purchased on-market for the
purpose of an employee incentive scheme
During the year, the Company purchased 1,347,789
shares on-market (2022: 1,000,000 shares) and no
shares from its employees during a staff trading
window (2022: 496,448 shares) in order to meet the
Group’s shared based payment awards. The average
price of all share purchases during the year was $4.53
(2022: $6.63).
Shares issued under a Long-term
Incentive Plan
During the year, the Company issued 3,420,530 (year
ended 31 Dec 2022: 2,668,356) fully paid ordinary
shares in order for eligible employees of the Group to
acquire loan funded shares in the Company as part of
the Long-term Incentive (LTI) plan. The average issue
price of the shares was $4.43 (year ended 31 Dec 2022:
28 Earnings per share
Basic earnings per share
Diluted earnings per share
$7.28). The purchase price of the shares acquired by
eligible employees under the LTI was fully funded by
a limited recourse loan provided by the Company. The
shares are subject to vesting conditions, including
performance conditions and continuous employment,
and carry the same rights as other fully paid ordinary
shares. Refer to notes 31.4 and 31.5 for further details.
Accounting policy
Ordinary shares are classified as equity. Issued capital
in respect of ordinary shares is recognised as the
fair value of the consideration received by the parent
entity. Incremental costs directly attributable to the
issue of new shares are shown in equity as a deduction
from the proceeds.
Treasury shares are ordinary shares in the Company
held in respect of equity incentive plan awards
to employees.
31 Dec 2023
Consolidated
Cents
31 Dec 2022
Consolidated
Cents
17.8
17.3
28.0
26.9
The earnings used in the calculation of basic and diluted earnings per share is the Group’s profit after tax
attributable to equity holders of the Company.
Weighted average number of ordinary shares (net of treasury shares) used in
calculating basic earnings per share
Adjusted for potential equity shares1
Share options
Share rights
Restricted shares
Salary sacrifice shares
Total potential equity shares
31 Dec 2023
31 Dec 2022
160,179,835
160,413,092
1,215,528
430,365
3,170,003
28,091
2,899,198
341,964
2,857,404
21,967
4,843,987
6,120,533
Total weighted average number of ordinary shares (net of treasury shares) and
potential equity shares used in calculating diluted earnings per share
165,023,821
166,533,625
1. Refer to note 31 for detail of the terms and conditions of plans impacting diluted earnings per share.
Accounting policy
Basic earnings per share is calculated by dividing the
Group’s profit after income tax for the year attributable
to equity holders of the Company by the weighted
average number of ordinary shares outstanding during
the financial year.
Diluted earnings per share is calculated by dividing the
Group’s profit after income tax for the year attributable
to equity holders of the Company, adjusted by profit
attributable to all the dilutive potential ordinary shares
by the weighted average number of ordinary shares
and potential ordinary shares that would be issued
on the exchange of all the dilutive potential ordinary
shares into ordinary shares.
128
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)29 Dividends
Details of the Group's fully franked dividend payments:
2021 final dividend (12 cents per share paid on 11 March 2022)
2022 interim dividend (6 cents per share paid on 21 September 2022)
2022 final dividend (14 cents per share paid on 22 March 2023)
2023 interim dividend (6 cents per share paid on 20 September 2023)
Dividends paid
Franking credits
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
-
-
24,256
10,649
34,905
20,466
10,452
-
-
30,918
Franking credits available for the subsequent financial year1
58,826
55,255
1. Calculated at a corporate tax rate of 30% (2022: 30%).
Dividends not recognised at the end of the financial year
Since the end of the financial year, the Directors have resolved to pay a fully franked dividend of 14 cents per share,
payable on 20 March 2024. The aggregate amount of the proposed dividend expected to be paid from retained
profits, but not recognised as a liability at the end of the year is $25.0 million. This amount has been estimated
based on the number of shares eligible to participate as at 31 December 2023.
128
129
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
39,181
15,124
(6,881)
(2,726)
44,698
21,424
(8,856)
2,556
15,124
(6,598)
510
(793)
(6,881)
211
(2,937)
(2,726)
63,624
63,624
38,974
21,424
(6,598)
211
54,011
19,815
3,141
(1,532)
21,424
(5,677)
(2,504)
1,583
(6,598)
-
211
211
-
-
30 Reserves and non-controlling interests
Reserves
Share-based payment reserve (refer to note 31)
Associates OCI reserve
FVTOCI reserve
Foreign currency translation reserve (FCTR)
Total reserves
Associates OCI reserve
Balance at the beginning of the year
Share of other comprehensive (loss)/income of associates
Income tax relating to the revaluation of associates
Balance at the end of the year
FVTOCI reserve
Balance at the beginning of the year
Net gain/(loss) arising on revaluation of financial assets
Income tax relating to gain/(loss) arising on revaluation of financial assets
Balance at the end of the year
FCTR reserve
Balance at the beginning of the year
Foreign exchange movement on translation of foreign operations
Balance at the end of the year
Non-controlling interests
Reserves
Total non-controlling interests
Accounting policy
Share-based payments reserve
Equity settled share-based payments to employees and
others providing similar services are measured at the
fair value of the equity instruments at the grant date.
The fair value determined at the grant date of the
equity settled share-based payments is expensed on
a straight-line basis over the vesting period, based
on the Group’s estimate of equity instruments that
will eventually vest, with a corresponding increase in
equity. At the end of each reporting period, the Group
revises its estimate of the number of instruments
expected to vest. The impact of the revision of the
original estimates, if any, is recognised in profit or loss
such that the cumulative expense reflects the revised
estimate, with a corresponding adjustment to the
share-based payment reserve.
Equity settled share-based payment transactions with
parties other than employees are measured at the
fair value of goods or services received, except where
that fair value cannot be estimated reliably, in which
case they are measured at the fair value of the equity
instruments granted at the date the entity obtains the
goods or the counterparty renders the service.
130
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)30 Reserves and non-controlling interests (continued)
Accounting policy (continued)
Foreign currency translation reserve
The results and financial position of subsidiaries
that have a functional currency different from the
presentation currency are translated into Australian
dollars at the rate of exchange at the Statement of
financial position date. Exchange differences arising
on the retranslation are taken directly to the foreign
currency translation reserve in equity.
On disposal of a foreign operation, in part or in
full, the cumulative amount in the foreign currency
translation reserve is recognised in the Statement of
profit or loss and other comprehensive income or to
non-controlling interest.
31
Share-based payments
Share-based payment reserve
Balance at the beginning of the year
Amortisation of share options
Amortisation of share rights
Amortisation of restricted shares
Amortisation of loan funded shares
Amortisation of share appreciation rights
Amortisation of deferred remuneration on business acquisitions
Vesting of share-based payments
Balance at the end of the year
Non-controlling interests
This reserve relates to the recognition made directly
in equity for outside ownership interests in entities
controlled by the Group. It includes changes arising
from movements in the ownership interests.
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
38,974
34,353
7
707
7,564
439
1,757
-
(10,267)
39,181
59
1,044
8,641
3,963
1,215
800
(11,101)
38,974
The component of annual bonus expected to be
paid in shares has been accounted for as a share-
based payment, with the amounts accruing over the
expected vesting period of between 1 to 3 years. The
profit or loss impact (after tax) of the estimated share
component for services received for the year ended 31
December 2023 was $2.0 million (2022: $3.5 million).
The accounting standards require the value of the
share-based component to be determined when there
is a shared understanding of the terms and conditions
of the scheme and so the estimate of the accrual to
date could change until this grant date is achieved.
131
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.1
Employee share options
The Group has granted options to certain employees of the Group. For accounting purposes, fair value of the
options is amortised as an expense over the vesting period of the options.
Number of options
Weighted average exercise price
$
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Balance at the beginning of the year
1,986,413
2,875,391
Forfeited during the year
Exercised during the year
(10,000)
(1,086,476)
(16,668)
(872,310)
Balance at the end of the year
889,937
1,986,413
3.53
3.35
3.29
3.82
3.41
3.35
3.14
3.53
No share options were issued, forfeited or exercised
since the end of the reporting period. 389,937 employee
share options were exercisable as at year end.
2017 share options
Prior to the listing of the Company, a number of
employees were provided the opportunity to purchase
options (share option), with each share option carrying
the right to acquire one share in the Company at a
future date. As a result of the offer, the Company
issued 5,468,750 share options on 8 April 2017.
Each share option is exercisable for a period of one
year, commencing on the first exercise date applicable
to the relevant tranche (exercise window) as set out in
the table below. Each share option expires if it is not
exercised within the relevant exercise window. The
vesting period of the share options runs from the grant
date to the first exercise date as shown in the table
below. Unless otherwise determined by the Board, a
share option holder must continue to be employed by
the Group in order to exercise the share option.
Share options do not carry any dividend entitlement.
Shares issued on exercise of share options will rank
equally with other shares of the Company on and from
issue. There are no inherent participating rights or
entitlements inherent in the share option and share
option holders will not be entitled to participate in new
issues of capital offered to shareholders during the life
of the share option. The issue price of the share option
was paid by the recipient on receipt of the share option.
The table below provides the details of options issued on 8 April 2017:
Numbers of
options at
beginning
of year
Acquired
by
Grant
date share
price
Exercise
price of
option Issue price
Earliest
date of
exercise
Expiry
date
Options
forfeited
during
the year
Options
exercised
during
the year
Number of
options at
year end
351,747 Employees
1,134,666 Employees
$2.35
$2.35
$3.15
$3.35
$0.03 8/04/2022 7/04/2023
-
351,747
-
$0.01 8/04/2023 7/04/2024
10,000
734,729
389,937
1,486,413
10,000
1,086,476
389,937
Fair value of share options granted
The weighted average value of the share option at the
time of grant was $0.0375.
The fair value of the share option was calculated using
a Black-Scholes model, adjusted for expectations
of forfeiture due to employee departures. The
assumptions used in calculating the fair value are
shown below and are common to all tranches of share
options, unless otherwise stated:
• Dividend yield 4.0%.
• Risk-free rate 2.5%.
• Expected volatility of 30%, calculated based on the
volatility of comparable listed entities.
• Expected life of option is the maximum term up to
last day of the exercise window.
• Forfeiture assumptions for the options granted
to employees are that 16%, 20% and 23% of
Share options are forfeited for tranches 1, 2 and
3 respectively.
132
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.1
Employee share options (continued)
2020 share options
During 2020, the Group granted share options to non-Australian domiciled Group employees. The terms of the
2020 share options plan are the same as the 2017 share options plan unless otherwise stated below. The table
below provides a summary of the details of options issued during 2020:
Numbers of
options at
beginning
of year
Acquired
by
Grant
date share
price
Exercise
price of
Earliest
date of
option Issue price
exercise Expiry date
83,334 Employees
83,334 Employees
83,332 Employees
$3.09
$3.09
$3.09
$4.04
$4.04
$4.04
$0.00 13/03/2024 13/03/2025
$0.00 13/03/2025 13/03/2026
$0.00 13/03/2026 13/03/2027
250,000
Options
forfeited
during
the year
Options
exercised
during
the year
Number of
options at
year end
-
-
-
-
-
-
-
-
83,334
83,334
83,332
250,000
The weighted average value of the 2020 share options
at the time of grant was $0.85.
• Expected life of option is the maximum term up to
last day of the exercise window
The fair value of the share options was calculated
using a Monte-Carlo model, adjusted for expectations
of forfeiture due to employee departures. The
assumptions used in calculating the fair value are
shown below and are common to all tranches of share
options, unless otherwise stated:
• Performance hurdle of 8% per annum increase in
total shareholder return.
• Risk-free rate 0.67%.
• Expected volatility of 42.78%.
• Forfeiture assumptions for the options granted to
employees are that 25% and 30% of share options
are forfeited for tranches 2 and 3 respectively.
2021 share options
During 2021, the Group granted share options to non-
Australian domiciled Group employees. The terms of
the 2021 share options plan are the same as the 2020
share options plan unless otherwise stated below.
The table below provides a summary of the details of
options issued during 2021:
Numbers of
options at
beginning
of year
Acquired
by
Grant
date share
price
Exercise
price of
Earliest
date of
option Issue price
exercise Expiry date
125,000 Employees
125,000 Employees
$4.40
$4.40
$4.34
$4.34
$0.00 10/03/2025 10/03/2026
$0.00 10/03/2026 10/03/2027
250,000
Options
forfeited
during
the year
Options
exercised
during
the year
Number of
options at
year end
-
-
-
-
-
-
125,000
125,000
250,000
The weighted average value of the share options at the
time of grant was $1.48.
The fair value of the share options was calculated
using a Monte-Carlo model, adjusted for expectations
of forfeiture due to employee departures. The
assumptions used in calculating the fair value are
shown below and are common to all tranches of share
options, unless otherwise stated:
• Performance hurdle of 8% per annum increase in
total shareholder return.
• Risk-free rate 0.67%.
• Expected volatility of 42.78%, based on historical
MAF share price volatility over the expected term of
the plan.
• Expected life of option is the maximum term up to
last day of the exercise window.
• Forfeiture assumptions for the options granted
to employees are that 20%, 25% and 30% of
share options are forfeited for tranches 1, 2 and 3
respectively.
132
133
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.2 Share rights
Share rights awarded include those granted to staff on
commencement of employment, until 2018 as part of the
bonus incentive scheme and from 2022 as promotion
and performance awards, with the vesting subject to
certain conditions including continuous employment.
The value of these grants are amortised over the vesting
period. The value of the grant has been determined by
reference to the trading in the Company’s shares. For
the bonus awards, the amortising period commences
from the date employees first had an expectation of
receiving an equity component to their bonus incentive
scheme. Determination of this date required a degree
of judgement.
Share rights granted as sign-on incentive
The Company has periodically granted share rights to
senior employees commencing employment with the
Group. The share rights are priced with reference to
the trading price of the Company’s shares at the time
the offer of employment is made. Vesting is subject to
continuous employment, with terms varying on a case
by case basis. Amortisation of the expense commences
on the day the employees start their employment.
Share rights granted as bonus, performance
or promotion awards
Until 2018, share rights were granted to employees in
connection with their annual bonus incentive scheme
which entitles the employees to ordinary shares in
the Company in the future for no payment. The share
rights vest over a prescribed vesting period, and
are conditional on continuous employment, unless
otherwise determined by the Board. Bonus incentive
scheme share rights were fully vested by the end of the
first quarter of 2023.
From 2022, promotion and performance based awards
were issued to selected employees in the form of share
rights to better align their interests with shareholders.
The number of share rights granted was determined
by dividing the face value of the performance or
promotion based equity opportunity by the 5-day
volume-weighted average price (VWAP) up to and
including the grant date, rounded to the nearest
number. Rights granted are subject to a vesting
period of three years and a service condition, unless
otherwise determined by the Board. The amortising
period has been assessed to commence at the grant
date of the right.
The table below sets out the movement in share rights during the year:
Balance at the beginning of the year
Granted during the year
Forfeited during the year
Vested during the year
Balance at the end of the year
Number of share rights
Grant date fair value
$’000
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
341,964
343,699
(86,843)
(165,341)
433,479
971,164
179,784
(5,474)
(803,510)
341,964
3,684
1,536
(440)
1,007
5,787
4,625
2,735
(64)
(3,612)
3,684
31.3 Restricted shares
Restricted shares – staff bonus incentive
scheme
From 2019, as part of the annual staff bonus incentive
scheme, the share-based component of short-term
incentive remuneration was delivered in the form
of restricted shares, issued to employees as part of
their annual bonus awards. The restricted shares
were priced at the 5-day VWAP of the shares in the
Company at the end of the respective financial years.
The restricted shares vest over a prescribed vesting
period of 10 months to 34 months, and are conditional
on continuous employment, unless otherwise
determined by the Board. The amortisation period has
been assessed to commence from the date employees
first had an expectation of receiving an equity
component to their annual bonus (being 1 January of
each financial year).
134
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.3 Restricted shares (continued)
Number of restricted shares
Grant date fair value
$’000
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Balance at the beginning of the year
2,857,404
2,634,796
Granted during the year
Forfeited during the year
Vested during the year
1,925,130
1,310,986
(129,666)
(42,696)
(1,482,865)
(1,045,682)
Balance at the end of the year
3,170,003
2,857,404
18,017
8,298
(690)
(8,666)
16,959
12,763
10,675
(305)
(5,116)
18,017
Restricted shares – 2023 staff bonus
incentive scheme
As at 31 December 2023, the Group has estimated
short-term incentive component of the expected 2023
annual bonuses, including an estimate of the amount
of bonuses to be paid in cash and the share-based
component, which is anticipated to be delivered in the
form of restricted shares. The profit or loss impact
(after tax) of the estimated equity component for
services received for the year ended 31 December
2023 was $2.0 million (2022: $2.4 million). The
estimate of the cost of the restricted share awards
could change up until the grant date is achieved.
31.4 Loan funded share plan (LFSP)
As part of the long-term incentive plan, from 2020
the Group issued retention LFSP awards for certain
employees that enabled the employees to invest
in shares of the Company in order to more closely
align their long-term interests with shareholders
of the Group. During 2022, the Group issued a new
Long-term Incentive (LTI) LFSP award. The Group
provides an interest free and limited recourse loan to
the employees which is used to acquire shares in the
Company. The loans to employees are secured on the
shares which are not transferable until the loan is fully
paid. LFSP shares rank equally in all respects with all
shareholder entitlements for the same class of shares
including dividends.
The total expense recorded for the year in respect of the retention LFSP awards and LTI LFSP awards was $0.44
million (2022: $4.0 million).
Number of loan funded shares
Grant date fair value
$’000
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Balance at the beginning of the year
10,474,440
7,915,184
Granted during the year
Forfeited during the year
Vested during the year
3,420,530
2,668,356
(493,422)
(109,100)
-
-
Balance at the end of the year
13,401,548
10,474,440
56,219
15,167
(2,865)
-
68,521
37,253
19,417
(451)
-
56,219
134
135
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.4 Loan funded share plan (LFSP) (continued)
The shares issued under the retention LFSP awards have been treated as ‘in substance options’ and have been
valued using a Monte-Carlo pricing methodology with key inputs shown below.
Retention LFSP awards
Tranche 1
Tranche 2
Tranche 1
Tranche 2
Tranche 3
2021 Grant
2020 Grant
Vesting period
Share price at grant date
Expected volatility1
Risk-free rate
Fair value per security
Performance hurdle
(total shareholder return)
Forfeiture assumptions
4 years
$4.34
42.78%
0.67%
$1.45
8% p.a.
10%
5 years
$4.34
42.78%
0.67%
$1.51
8% p.a.
13%
4 years
$4.04
42.78%
0.67%
$0.75
8% p.a.
20%
5 years
$4.04
42.78%
0.67%
$0.86
8% p.a.
25%
6 years
$4.04
42.78%
0.67%
$0.94
8% p.a.
30%
LTI LFSP awards
From 2022, the Group issued LTI LFSP awards for
senior employees including KMP. The LTI LFSP awards
are granted to ensure alignment with the creation of
ongoing shareholder value. Shares granted are subject
to a vesting period of five years, a service condition,
unless otherwise determined by the Board, and an
EPS performance condition based on average growth
in Underlying EPS over the vesting period. The shares
issued under the LTI LFSP awards have been treated
as ‘in substance options’ and have been valued using
a Black-Scholes pricing methodology with key inputs
shown below.
LTI LFSP awards
Vesting period
Share price at grant date
Expected volatility1
Risk-free rate
Fair value per security
Performance hurdle (total shareholder return)
Forfeiture assumptions
2022 LTI LFSP
2021 LTI LFSP
5 years
$4.43
55.22%
3.07%
$1.26
5 years
$7.91
40.71%
2.73%
$0.02
7.5% – 12.0%
7.5% – 12.0%
20.0%
20.0%
1. Based on historical MAF share price volatility over the expected term of the plan.
2023 LTI LFSP awards
Due to a change implemented by management regarding the terms and conditions of LTI awards, there are no
planned LFSPs to be granted for the service period commencing 1 January 2023.
136
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)31
Share based payments (continued)
31.5 Share appreciation rights plan
From 2022, Share Appreciation Rights (SAR) were granted under the LTI plan to senior executives, Managing
Directors and equivalent. A SAR is an ‘in substance option’ which gives the holder a right to shares in the future
equivalent to the uplift in the share price between the grant date and vesting date.
Number of share appreciation rights
Grant date fair value
$’000
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Balance at the beginning of the year
Granted during the year
Forfeited during the year
Vested during the year
1,723,133
2,874,004
(312,113)
-
-
1,757,411
(34,278)
-
13,612
12,773
(1,683)
-
Balance at the end of the year
4,285,024
1,723,133
24,702
-
13,883
(271)
-
13,612
The SARs issued under the LTI plan have been valued using a Black-Scholes pricing methodology with key inputs
shown below. The resulting value is amortised over the vesting period on a probability adjusted basis.
LTI SAR awards
Vesting period
Share price at grant date
Expected volatility1
Risk-free rate
Dividend yield
Forfeiture assumptions – Service condition
1. Based on historical MAF share price volatility over the expected term of the plan.
2022 LTI SAR
2021 LTI SAR
5 years
$4.43
55.09%
3.48%
3.54%
20.0%
5 years
$7.91
40.71%
2.73%
2.15%
20.0%
2023 LTI SAR awards
Due to a change implemented by management
regarding the terms and conditions of LTI awards,
there are no planned SARs to be granted for the
service period commencing 1 January 2023.
31.6 Salary sacrifice share plan
From 2020, all permanent full and part-time employees
of the Group were invited to participate in the annual
salary sacrifice share offer which allowed employees to
receive up to $5,000 worth of shares in the Company
by sacrificing an equivalent amount of their pre-tax
salary or cash bonus award. 34,859 shares were issued
under the 2023 arrangement, priced at $4.434, being
the 5-day VWAP of the Company’s shares on grant
date (2022: 25,576 shares at $7.908). The shares are
restricted from being sold by employees until at least 1
July of the year following issue or when the participant
is no longer employed by the Group.
Number of salary sacrifice shares
Grant date fair value
$’000
31 Dec 2023
31 Dec 2022
31 Dec 2023
31 Dec 2022
Balance at the beginning of the year
Granted during the year
Vested during the year
Balance at the end of the year
21,967
34,859
(28,735)
28,091
16,143
25,576
(19,752)
21,967
172
152
(204)
120
69
202
(99)
172
136
137
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)32 Key management personnel compensation
The aggregate compensation made to both Executive and Non-Executive Directors and other members of Key
Management Personnel (KMP) of the Company and the Group is set out below. There were 12 KMP in 2023
(2022: 11 KMP).
Short-term benefits
Share-based payments
Annual leave
Long service leave
Total key management personnel compensation
33 Related party transactions
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
5,487
1,370
(271)
(80)
6,506
6,319
3,099
129
94
9,641
Balances and transactions between the Company and its subsidiaries, which are related parties of the Company,
have been eliminated on consolidation and are not disclosed in this note. Details of transactions between the Group
and other related parties are disclosed below.
33.1 Loans to related parties
Loans to employees
The Group has provided interest-free loans to certain
senior employees that are used for investment
purposes, primarily for investment in funds managed
by the Group. The investments purchased have been
designated as restricted and are unable to be sold
without the approval of the Group. 51% of distributions
received on the investments are allocated against the
loan balance. The loans are repayable over a maximum
term of five years.
33.2 Transactions with Key
Management Personnel
In 2019 Mr Pridham and Mr Biggins entered into
property management service arrangements with
the Group on the same terms offered to third-party
investors in a property managed by the Group. Total
management fees payable by Mr Pridham and Mr
Biggins for 2023 amounted to $51,872 and $11,598
respectively (2022: $69,352 and $15,506 respectively).
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
2,383
2,211
33.3 Transactions with funds managed
by the Group
The Group is involved in the management of various
funds, through its role as a trustee, manager, financial
advisor and underwriter, and charges fees for doing
so. The Group also invests in some of the funds which
it manages.
33.4 Transactions with associates
Transactions between the Group and its associates
principally arise from KMP transactions and
investments in the associate.
The amounts below for KMP are recorded at the
closing price for the relevant investment in accordance
with AASB 124 Related Party Disclosures and have not
been adjusted for subsequent valuation changes.
138
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)33 Related party transactions (continued)
33.4 Transactions with associates (continued)
Related party investments in associates
KMP
31 Dec 2023
$’000
Group
31 Dec 2023
$’000
KMP
31 Dec 2022
$’000
Group
31 Dec 2022
$’000
-
-
7,162
5,417
12,579
-
-
49,295
1,476
50,771
-
-
7,757
7,808
15,565
22,415
8,274
57,086
3,811
91,586
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
12,935
2,838
4,335
20,108
6,884
1,206
43,925
52,015
BE ES I LLC
BE OLD I LLC
Redcape Hotel Group
Other associates
Related party fees from associates
Trustee and management fees
Transaction fees
Performance fees
Receivables from associates
Current
Accounts receivable and fees receivable from associates
28,609
30,579
34 Acquisitions and disposals of subsidiaries
34.1 Business acquisitions
On 1 May 2023, the Group acquired 100% of the issued
share capital of Blue Elephant Capital Management
LLC, Blue Elephant Partner LLC and Blue Elephant
Financing LLC (collectively Blue Elephant), obtaining
control of Blue Elephant. The purchase consideration
was for USD $8.7 million (AUD $13.1 million), being USD
$5.0 million (AUD $7.6 million) in cash and USD $3.7
million (AUD $5.6 million) in contingent consideration
at fair value on the date of acquisition. Blue Elephant
is a New York based, SEC-registered specialty credit
asset manager.
Blue Elephant qualifies as a business as defined in
AASB 3 Business Combinations.
The initial accounting for the acquisition of Blue
Elephant has only been provisionally determined at the
end of the reporting period. The Group retrospectively
adjusts the provisional amounts recognised and
also recognises additional assets or liabilities during
the measurement period, based on new information
obtained about the facts and circumstances that
existed at the acquisition-date. The measurement
period ends on either the earlier of (i) 12 months from
the date of the acquisition or (ii) when the Group
receives all the information possible to determine
fair value.
Since the last reporting period, the Group remeasured
the fair value of the acquired net assets in Blue
Elephant. The below remeasurements were made
which subsequently resulted in a $0.9 million increase
to goodwill.
• decrease to receivables of $0.1 million;
• decrease to investments of $0.03 million;
• decrease to right-of-use assets of $0.5 million; and
•
increase to trade and other payables of $0.1 million.
138
139
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)34 Acquisitions and disposals of subsidiaries (continued)
34.1 Business acquisitions (continued)
The table below represents the aggregated details of the businesses acquired during the year. The purchase price
allocation for the current year’s business acquisitions is provisional as at 31 December 2023.
Fair value of net assets acquired
Cash and cash equivalents
Receivables
Right-of-use assets
Trade and other payables
Total fair value of net liabilities acquired
Consideration
Cash
Contingent consideration
Total consideration transferred
Goodwill recognised on acquisition
Net cash outflow arising on acquisition
Cash consideration
Less: cash and cash equivalent balances acquired
Total net cash outflow arising on acquisition
Goodwill
The goodwill of $13.9 million arising from the
acquisition consists of:
•
the experience and employment of key
management; and
• assembled workforce of existing employees.
None of the goodwill is expected to be deductible for
income tax purposes.
Acquisition related costs
Business acquisition costs of $1.3 million comprising
legal fees and due diligence costs were included
in the Statement of profit or loss and other
comprehensive income.
Total
$’000
1,076
735
43
(2,584)
(730)
7,572
5,575
13,147
13,877
7,572
(1,076)
6,496
Contribution to the Group’s results
Blue Elephant contributed $2.5 million of revenue and
$4.2 million loss to the Group’s profit before tax for
the period between the date of acquisition and the
reporting date.
If the acquisition of Blue Elephant had been completed
on 1 January 2023, Group revenue contribution for the
year ended 31 December 2023 would have been $3.7
million and Group profit before tax contribution would
have been $1.8 million loss. The Directors of the Group
consider these ‘pro-forma’ numbers to represent
an approximate measure of the performance of the
combined Group for the year ended 31 December 2023
and to provide a reference point for comparison in
future years.
140
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)34 Acquisitions and disposals of subsidiaries (continued)
34.2 Subsidiaries
The table below presents the Group’s notable subsidiaries that form the main composition of the Group as at 31
December 2023.
Proportion of ownership interest and
voting power held by the Group
Name of subsidiary
Principal activity
Place of incorporation
and operation
31 Dec 2023
31 Dec 2022
Eastern Credit Management Pty Ltd
Asset Management
Australia
MA Asset Management Ltd
Asset Management
Australia
MA Hotel Management Pty Ltd
Asset Management
Australia
MA Investment Management Pty Ltd
Asset Management
Australia
MA Visa Fund Manager Pty Ltd
Asset Management
Australia
MAAM Holdings Pty Ltd
Asset Management
Australia
MAAM RE Limited
Asset Management
Australia
Redcape Hotel Group Management Ltd
Asset Management
Australia
RetPro Management Pty Ltd
Asset Management
Australia
MA Credit Investments Pty Ltd
Asset Management
Australia
MA Credit Portfolio Investments Pty Ltd
Asset Management
Australia
MA Master Credit Trust
Asset Management
Australia
MA Wholesale Global Private Credit Fund Asset Management
USA
Finsure Finance & Insurance Pty Ltd
Lending & Technology
Australia
Beagle Finance Pty Ltd
Lending & Technology
Australia
MA Money Financial Services Pty Ltd
Lending & Technology
Australia
MA Moelis Australia Advisory Pty Ltd
CA&E
MA Moelis Australia Securities Pty Ltd
CA&E
Australia
Australia
MAFG Operations Pty Ltd
Administration Entity
Australia
MAFG Finance Pty Ltd
Administration Entity
Australia
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
-
100%
100%
100%
100%
100%
100%
100%
The subsidiaries included in the list above are identified
on the basis of their ongoing contribution to the
Group’s assets and operating profit. Additionally, this
includes the employing entities, entities that are key
providers of funding to other subsidiaries and other key
operating entities.
All notable subsidiaries have a 31 December
reporting date.
Non-controlling interest
Details of non-controlling interests are covered in
note 30.
140
141
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)34 Acquisitions and disposals of subsidiaries (continued)
Accounting policy
Basis of consolidation
The Financial Report reflects the financial performance
and financial position of the Company and its
subsidiaries. Subsidiaries are all entities (including
structured entities) which the Group controls. Control
is achieved when the Group:
• has power over the investee;
•
is exposed, or has rights, to variable returns from its
involvement with the investee; and
• has the ability to use its power to affect its returns.
The determination of control is based on current
facts and circumstances and is continually assessed.
The Group has power over an entity when it has
substantive rights that provides it with the ability to
direct the entity’s relevant activities, being those that
significantly affect the entity’s returns. If the Group
determines that it has power over an entity, then it
evaluates its exposure, or rights, to variable returns by
considering the magnitude and variability associated
with its economic interests.
Controlled entities are consolidated from the date on
which control is transferred to the Group and ceases
to be consolidated from the date control is transferred
out of the Group. The effects of all transactions
between subsidiaries in the Group are eliminated in
full. Non-controlling interests (NCI) represent the share
in the net assets of subsidiaries attributable to equity
interests not owned directly or indirectly by the Group.
The Company reviews its investment in subsidiaries
for indicators of impairment at each reporting period.
Where subsidiaries had indicators of impairment,
the subsidiaries’ carrying value was compared to its
recoverable value which is determined as the higher of
value-in-use and fair value less cost to sell.
Business combinations
Business combinations are accounted for using the
acquisition method. The consideration exchanged is
measured as the aggregate of the acquisition-date fair
values of assets transferred, equity instruments issued
and liabilities incurred. Acquisition-related costs are
recognised directly in the Statement of profit or loss
and other comprehensive income.
At the acquisition date, the identifiable assets acquired
and the liabilities assumed are recognised at their fair
value at the date of acquisition. The Group elects, on a
transaction-by-transaction basis, to initially measure
NCI either at fair value or at the NCI’s proportionate
share of the fair values of the identifiable assets
and liabilities.
Goodwill is measured as the excess of the sum of the
consideration transferred, the amount of any non-
controlling interests in the acquiree, and the fair value
of the acquirer’s previously held equity interests in the
acquiree (if any) over the net of the acquisition-date
amounts of the identifiable assets acquired and the
liabilities assumed. If the consideration is less than
the Group’s share of the fair value of the identifiable
net assets of the business acquired and is recognised
in investment income, but only after a reassessment
of the identification and measurement of the net
assets acquired.
When the consideration transferred by the Group in
a business combination includes assets or liabilities
resulting from a contingent consideration arrangement,
the contingent consideration is measured at its
acquisition-date fair value and included as part of the
consideration transferred in a business combination.
Changes in fair value of the contingent consideration
that qualify as measurement period adjustments
are adjusted retrospectively, with corresponding
adjustments against goodwill. Measurement period
adjustments are adjustments that arise from additional
information obtained during the ‘measurement period’
(which cannot exceed one year from the acquisition
date) about facts and circumstances that existed at the
acquisition date.
The subsequent accounting for changes in the fair
value of the contingent consideration that do not
qualify as measurement period adjustments depends
on how the contingent consideration is classified.
Contingent consideration that is classified as equity
is not remeasured at subsequent reporting dates and
its subsequent settlement is accounted for within
equity. Contingent consideration that is classified as
an asset or a liability is remeasured at subsequent
reporting dates in accordance with AASB 9, or AASB
137 Provisions, Contingent Liabilities and Contingent
Assets, as appropriate, with the corresponding gain or
loss being recognised in profit or loss.
When a business combination is achieved in stages, the
Group’s previously held equity interests in the acquiree
is remeasured to its acquisition-date fair value and the
resulting gain or loss, if any, is recognised in profit or
loss. Amounts arising from interests in the acquiree
prior to the acquisition date that have previously
been recognised in other comprehensive income are
reclassified to profit or loss where such treatment
would be appropriate if that interest were disposed of.
142
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)34 Acquisitions and disposals of subsidiaries (continued)
Accounting policy (continued)
If the initial accounting for a business combination
is incomplete by the end of the reporting period in
which the combination occurs, the Group reports
provisional amounts for the items which the accounting
is incomplete. Those provisional amounts are adjusted
during the measurement period (see above), or
additional assets or liabilities are recognised, to reflect
new information obtained about facts or circumstances
that existed at the acquisition date that, if known, would
have affected the amounts recognised at that date.
Consolidated managed fund investments
The Group regularly provides seed and growth capital
to funds managed by the Group. At each reporting
period investments in funds managed by the Group
are assessed for control. Determining whether the
Group has control over managed fund investments
requires the use of judgement and is an assessment of
the Group’s power over the activities of the funds and
exposure to significant variability in returns from the
funds. Managed fund investments where such interests
are interests in controlled entities are consolidated by
the Group. Where it is determined that control does not
exist, the Group’s investments are recognised as either
associates or other financial assets in the Statement of
financial position.
35 Parent entity disclosures
As at, and throughout, the year ended 31 December 2023 the parent entity of the Group was MA Financial
Group Limited.
Results of the parent company
Profit for the year
Total comprehensive income for the year
Financial position of the parent entity
Current assets
Non-current assets
Total assets
Current liabilities
Total liabilities
Net assets
Total equity of the parent entity comprising of:
Contributed equity
Reserves
Retained earnings
Total equity
31 Dec 2023
Company
$’000
31 Dec 2022
Company
$’000
66,259
66,259
195,912
189,951
385,863
-
-
46,499
46,499
160,938
190,097
351,035
115
115
385,863
350,920
278,737
36,554
70,572
385,863
275,087
36,348
39,485
350,920
The parent entity had no contingent liabilities, contractual commitments or guarantees with third parties as at 31
December 2023 (2022: nil) other than those already disclosed in the financial statements.
143
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)36 Deed of cross guarantee
The Company and certain wholly owned subsidiaries
listed below (the Closed Group) have entered into
a Deed of Cross Guarantee (Deed) effective 21
December 2022.
Pursuant to ASIC Corporations (Wholly-owned
Companies) Instrument 2016/785, the wholly-
owned subsidiaries listed below are relieved from
the Corporations Act 2001 (Cth) requirements for
preparation, audit and lodgement of financial reports,
and Directors’ reports.
The subsidiaries to the Deed are:
• Beagle Finance Pty Ltd
• Eastern Credit Management Pty Ltd
• Finsure Finance & Insurance Pty Ltd
• Finsure Holding Pty Ltd
• MAAM Holdings Pty Ltd
• MAFG Operations Pty Ltd
Set out below is the Statement of profit or loss and other comprehensive income, Statement of financial position
and a summary of movements in accumulated losses of the entities party to a Deed of Cross Guarantee.
Statement of profit or loss and other comprehensive income
31 Dec 2023
$’000
31 Dec 2022
$’000
Fee and commission income
Fee and commission expense
Net fee and commission income
Investment income
Other income
Total income
Employee expenses
Marketing and business development
Information, technology and data
Depreciation and amortisation
Finance costs
Credit loss allowance
Other expenses
Total expenses
Profit/(loss) before tax
Income tax benefit
Profit/(loss) after income tax
Other comprehensive loss, net of income tax
Items that will not be classified subsequently to profit or loss:
Fair value benefit/(loss) on investments in equity instruments designated at FVTOCI
Total other comprehensive income/(loss)
Total comprehensive income/(loss)
565,067
(507,652)
57,415
186,706
54,341
298,462
143,031
11,167
6,476
9,471
5,324
(25)
14,635
190,079
108,383
(16,600)
124,983
88
88
88
461,413
(417,575)
43,838
75,638
58,735
178,211
134,710
9,091
6,878
13,456
3,390
(255)
15,120
182,390
(4,179)
(1,236)
(2,943)
(93)
(93)
(93)
125,071
(3,036)
144
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)36 Deed of cross guarantee (continued)
Statement of financial position
Assets
Cash and cash equivalents
Receivables
Loans receivable
Other financial assets
Contract assets
Property, plant and equipment
Other assets
Restricted cash
Right-of-use assets
Investments in subsidiaries, associates and joint ventures
Intangible assets
Goodwill
Total assets
Liabilities
Trade and other payables
Borrowings
Contract liabilities
Lease liabilities
Provisions
Deferred tax liabilities
Total liabilities
Net assets
Equity
Contributed equity
Reserves
Accumulated losses
Total equity
Summary of movements in accumulated losses
Accumulated losses at beginning of the financial year
Profit/(loss) for the year
Dividends paid
Accumulated losses at end of the financial year
31 Dec 2023
$’000
31 Dec 2022
$’000
14,784
19,793
3,392
2,044
67,819
43,106
5,610
65,859
705,286
607,233
3,811
5,412
700
65,179
178,007
53,572
98,829
5,223
4,015
700
60,881
89,826
45,638
98,829
1,150,809
1,094,739
33,509
25,845
661,157
70,654
38,001
14,206
843,372
307,437
278,737
39,526
(10,826)
307,437
156,695
-
571,363
63,902
41,858
11,201
845,019
249,720
275,087
39,231
(64,598)
249,720
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
(64,598)
124,983
(71,211)
(10,826)
(61,655)
(2,943)
-
(64,598)
145
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)37
Structured entities
A structured entity is an entity that has been designed
such that voting or similar rights are not the dominant
factor in determining who controls the entity and
the relevant activities are directed by means of
contractual arrangements.
The Group engages with structured entities for
securitisation, asset-backed financing and to invest its
own capital for the purpose of seeding fund vehicles to
develop a performance track record prior to external
investment being received.
The Group assesses at inception and at each
reporting date, whether the structured entity should
be consolidated based on the Group’s consolidation
accounting policy (refer to note 34). Structured entities
are classified as subsidiaries and consolidated when
control exists.
Consolidated structured entities
The Group considers its wholly owned entities that
originate residential mortgages via notes in mortgage
warehouse trusts to be structured entities. These trusts
are special purpose vehicles where third-party funders
provide limited-recourse financing to the trusts. The
facility arrangement partially transfers the risk of credit
losses on loan portfolios to the capital providers of the
trusts. The Group’s exposure to losses is limited to its
investment in the warehouse trusts and its rights to
current and future residual income from its trusts.
Unconsolidated structured entities
The Group has an interest in a structured entity when it
has a contractual or non-contractual involvement that
exposes it to variable returns from the performance
of the structured entity. The Group’s interest includes
investment income from it’s interest and fees earned for
managing the assets within these structured entities.
The following table presents, by asset class, the carrying value and maximum exposure to loss (before the benefit
of collateral and credit enhancements) of the Group’s interests in unconsolidated structured entities:
Real estate
$’000
Hospitality
$’000
Credit
$’000
Equities
$’000
Total
$’000
31 December 2023
Carrying value of assets
Financial assets held at FVTOCI
Financial assets held at FVTPL
Total carrying value of assets
Maximum exposure to loss
Financial assets held at FVTOCI
Financial assets held at FVTPL
Total maximum exposure to loss
31 December 2022
Carrying value of assets
Financial assets held at FVTOCI
Financial assets held at FVTPL
Total carrying value of assets
Maximum exposure to loss
Financial assets held at FVTOCI
Financial assets held at FVTPL
Total maximum exposure to loss
3,053
-
3,053
3,053
-
3,053
837
-
837
837
-
837
3,040
-
3,040
3,040
-
3,040
3,040
-
3,040
3,040
-
3,040
4,201
7,588
11,789
4,201
7,588
11,789
3,754
14,985
18,739
3,754
14,985
18,739
6,850
619
7,469
6,850
619
7,469
5,453
640
6,093
5,453
640
6,093
17,144
8,207
25,351
17,144
8,207
25,351
13,084
15,625
28,709
13,084
15,625
28,709
Unless otherwise specified, the Group’s maximum
exposure to loss is the total of its on-balance sheet
positions at reporting date. There are no off-balance
sheet arrangements which would expose the Group
to potential losses in respect of unconsolidated
structured entities.
During the year, the Group earned management,
performance, transaction and upfront fee income of
$11.0 million (2022: $9.9 million) and gains or losses
from revaluing financial assets held at FVTPL from
interests held of $2.0 million (2022: $1.4 million).
146
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)38 Auditor’s remuneration
Audit and review services
Auditors of the Group
Audit and review of financial statements – Group
Audit and review of financial statements – controlled entities
Total audit and review services – auditors of the Group
Other auditors
Audit and review of financial statements – controlled entities
Total audit and review services
Assurance services
Auditors of the Group
Regulatory assurance services
Total assurance services
Other services
Auditors of the Group
Advisory services
Taxation
Other services in relation to the Group
Total other services
Total auditor remuneration
39 Commitments
At 31 December 2023, the Group had undrawn loan
commitments of $372.1 million (2022: $144.4 million).
Subsequent to 31 December 2023, $30.1 million
of these commitments were either cancelled or
drawn upon.
At 31 December 2023, the Group has committed to a
co-investment in class B units in the MCTs which are
consolidated entities of the Group. At 31 December
2023, $112.7 million (2022: $56.9 million) has been
invested by the Group in the MCTs. Refer to note 23(b)
for further information.
31 Dec 2023
Consolidated
$’000
31 Dec 2022
Consolidated
$’000
928
538
1,466
63
1,529
198
198
169
134
10
313
629
343
972
23
995
101
101
107
619
65
791
2,040
1,887
40 Events after the
reporting date
There were no material events subsequent to 31
December 2023 up until the authorisation of the
financial statements for issue, that have not been
disclosed elsewhere in the financial statements.
146
147
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Notes to the financial statements (continued)Directors’ declaration
In accordance with a resolution of the Directors of MA
Financial Group Limited, we declare that, in the opinion
of the Directors:
(c)
(a)
(b)
there are reasonable grounds to believe that the
Company will be able to pay its debts as and when
they become due and payable; and
the financial statements and notes of MA Financial
Group and its controlled entities (Group) are in
accordance with the Corporations Act 2001 (Cth)
including:
(i) complying with the Australian Accounting
Standards, and
(ii) giving a true and fair view of the Company’s and
the consolidated Group’s financial positions as
at 31 December 2023 and of its performance
for the financial year ended on that date;
On behalf of the Board
the financial statements and notes of the
Group also comply with International Financial
Reporting Standards as issued by the International
Accounting Standards Board, which is disclosed in
note 1(a);
(d) this declaration has been made after receiving
declarations from the joint Chief Executive
Officers and Chief Financial Officer in accordance
with section 295A of the Corporations Act 2001
and are recommended by the ASX Corporate
Governance Principles and Recommendations.
Jeffrey Browne
Independent Chair and Non-Executive Director
Sydney
22 February 2024
Julian Biggins
Director and Joint Chief Executive Officer
Sydney
22 February 2024
148
MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023
Independent auditor’s report
148
149
Independent Auditor’s Report To the shareholders of MA Financial Group Limited Report on the audit of the Financial Report Opinion We have audited the Financial Report of MA Financial Group Limited (the Company). In our opinion, the accompanying Financial Report of the Company is in accordance with the Corporations Act 2001, including: •giving a true and fair view of theGroup’s financial position as at 31December 2023 and of its financialperformance for the year ended on thatdate; and•complying with Australian AccountingStandards and the CorporationsRegulations 2001.The Financial Report comprises: •Statement of financial position as at 31 December2023;•Statement of profit or loss and other comprehensiveincome, statement of changes in equity, andstatement of cash flows for the year then ended;•Notes, including material accounting policies; and•Directors’ Declaration.The Group consists of the Company and the entities it controlled at the year-end or from time to time during the financial year. Basis for opinion We conducted our audit in accordance with Australian Auditing Standards. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the Financial Report section of our report. We are independent of the Group in accordance with the Corporations Act 2001 and the ethical requirements of the Accounting Professional and Ethical Standards Board’s APES 110 Code of Ethics for Professional Accountants (including Independence Standards) (the Code) that are relevant to our audit of the Financial Report in Australia. We have fulfilled our other ethical responsibilities in accordance with these requirements. KPMG, an Australian partnership and a member firm of the KPMG global organisation of independent member firms affiliated with KPMG International Limited, a private English company limited by guarantee. All rights reserved. The KPMG name and logo are trademarks used under license by the independent member firms of the KPMG global organisation. Liability limited by a scheme approved under Professional Standards Legislation. MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Independent auditor’s report (continued)
150
Key Audit Matters The Key Audit Matters we identified are: • Advisory success fees revenue recognition; and • Trail Commission Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the Financial Report of the current period. These matters were addressed in the context of our audit of the Financial Report as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Advisory success fees revenue recognition ($37.3m) Refer to Note 4 to the Financial Report The key audit matter How the matter was addressed in our audit Advisory success fees revenue recognition is a key audit matter due to the: • significance of this revenue to the Group’s results; and • the judgement required with respect to assessing the timing of revenue recognition, specifically when the Group satisfied its performance obligation as stipulated by the conditions of the underlying contracts, which may vary. In assessing this key audit matter, we involved senior audit team members who understand the Group’s business, industry and the macroeconomic environment in which it operates. Our procedures included: • assessing the Group's revenue recognition policy against AASB 15 Revenue from Contracts with Customers requirements; • obtaining an understanding of processes, systems and controls for advisory success fee revenue. We also tested key controls such as the manual review and approval by management of key revenue calculations and customer invoices; • for a sample of transactions recognised on a non-accrual basis, checking recorded revenue to evidence of deal completion, customer invoices, bank statements and the relevant features of the underlying signed customer contracts; • for a sample of transactions recognised on an accrual basis, checking: • the timing of fee revenue recorded against evidence of fulfilment of performance obligations, and signed customer contracts; • the accuracy of the fee when compared to rates contained in the contracts; • evaluating deal income recognised in January 2024 to understand whether it was recognised in the appropriate reporting year; and • assessing the adequacy of disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standard. MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Independent auditor’s report (continued)
150
151
Trail Commission contract assets ($705.3m) and contract liabilities ($661.2m) Refer to Note 16 to the Financial Report The key audit matter How the matter was addressed in our audit The Group recognises a contract asset using the expected value method representing the net present value of future trail commission receivable under AASB 15 Revenue from Contracts with Customers. The Group also recognised a corresponding trail commission payable under AASB 9 Financial Instruments as representation of the net present value of trail commission payments to brokers. This is a key audit matter due to • significance of the contract assets and contract liabilities on the Group’s balance sheet; and • the significant judgement applied to assess the Group’s estimation of the value of trail commissions receivable and payable. We focused on the key inputs and assumptions the Group applied in their Net Present Value (“NPV”) model, including: • discount rates, which are judgemental in nature and may vary between different underlying cohorts of trail commissions; • percentage of commissions paid to brokers; and • loan book run off rate assumptions, reflecting the expected loan attrition rate of the portfolio over time, which is subject to change. In assessing this key audit matter, we involved our valuation specialists in assessing management’s NPV model. Our procedures included: • evaluating the Group’s processes and testing key controls such as the review and approval of assumptions used in the Group’s NPV model for estimating the value of the trail commissions receivable and payable; • assessing the completeness and accuracy of the loan data and commission percentage used in the Group’s NPV model by testing a sample of the data to external underlying documents such as lender commission statements and contracts with brokers; • assessing the appropriateness of the methodology adopted in the Group’s NPV model against accepted industry practice and the requirements of the accounting standards; • recalculating the trail commission receivable and payable; • assessing the key assumptions by: • independently developing discount rate ranges considered comparable using publicly available market data for comparable entities, adjusted by risk factors specific to the Group; • comparing the loan book run-off rate assumptions to contracted maturities in the relevant portfolio and then further challenging the run-off rate by comparing to historical internal information, available industry market data, and using our knowledge of the current economic environment; • evaluating the sensitivity of the NPV model calculations by considering reasonably possible changes to the discount rate and loan book run-off rate; and • assessing the adequacy of disclosures in the financial report using our understanding obtained from our testing and against the requirements of the accounting standard. MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Independent auditor’s report (continued)
152
Other Information Other Information is financial and non-financial information in MA Financial Group Limited’s annual report which is provided in addition to the Financial Report and the Auditor’s Report. The Directors are responsible for the Other Information. Our opinion on the Financial Report does not cover the Other Information and, accordingly, we do not express an audit opinion or any form of assurance conclusion thereon, with the exception of the Remuneration Report and our related assurance opinion. In connection with our audit of the Financial Report, our responsibility is to read the Other Information. In doing so, we consider whether the Other Information is materially inconsistent with the Financial Report or our knowledge obtained in the audit, or otherwise appears to be materially misstated. We are required to report if we conclude that there is a material misstatement of this Other Information, and based on the work we have performed on the Other Information that we obtained prior to the date of this Auditor’s Report we have nothing to report. Responsibilities of the Directors for the Financial Report The Directors are responsible for: • preparing the Financial Report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 • implementing necessary internal control to enable the preparation of a Financial Report that gives a true and fair view and is free from material misstatement, whether due to fraud or error • assessing the Group and Company’s ability to continue as a going concern and whether the use of the going concern basis of accounting is appropriate. This includes disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless they either intend to liquidate the Group and Company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the Financial Report Our objective is: • to obtain reasonable assurance about whether the Financial Report as a whole is free from material misstatement, whether due to fraud or error; and • to issue an Auditor’s Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with Australian Auditing Standards will always detect a material misstatement when it exists. Misstatements can arise from fraud or error. They are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the Financial Report. A further description of our responsibilities for the audit of the Financial Report is located at the Auditing and Assurance Standards Board website at: https://www.auasb.gov.au/admin/file/content102/c3/ar1_2020.pdf. This description forms part of our Auditor’s Report. MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Independent auditor’s report (continued)
152
153
Report on the Remuneration ReportOpinion In our opinion, the Remuneration Report of MA Financial Group Limited for the year ended 31 December 2023, complies with Section 300A of the Corporations Act 2001. Directors’ responsibilities The Directors of the Company are responsible for the preparation and presentation of the Remuneration Report in accordance with Section 300A of the Corporations Act 2001. Our responsibilities We have audited sections 1 to 10 of the Remuneration Report included in the Directors’ report for the year ended 31 December 2023. Our responsibility is to express an opinion on the Remuneration Report, based on our audit conducted in accordance with Australian Auditing Standards. KPMG Shaun Kendrigan Partner Sydney 22 February 2024 MA Financial Group | 2023 Annual ReportFor the year ended 31 December 2023Lunar New Year
Lion Dance
Investor information
Dividend details
MA Financial Group Limited generally pays a dividend on its fully paid ordinary shares once a year following its full-
year financial results announcement.
The payment date for the dividend following the announcement of the 2023 results is 20 March 2024.
20 largest shareholders
The following information is correct as at 19 February 2024.
Registered holder
Moelis & Co International Holdings LLC
J P Morgan Nominees Australia Pty Limited
Magic TT Pty Ltd
Magic TT 2 Pty Ltd
MAFG Share Plan Pty Ltd
HSBC Custody Nominees (Australia) Limited
Citicorp Nominees Pty Limited
National Nominees Limited
MAFG Share Plan Pty Ltd
Touchard Pty Ltd
BNP Paribas Noms Pty Ltd
BNP Paribas Nominees Pty Ltd
UBS Nominees Pty Ltd
MAFG Share Plan Pty Ltd
Richard Germain and Nina Germain
Jill Adora Pty Ltd
Citicorp Nominees Pty Limited
HSBC Custody Nominees (Australia) Limited
BNPP Noms Pty Ltd Hub24 Custodial Serv Ltd
Netwealth Investments Limited
Distribution of shareholders
Number of ordinary
shares held
% of ordinary
shares
23,500,000
20,842,041
19,865,799
14,850,000
13,401,548
10,039,811
8,695,927
7,255,313
3,188,403
3,037,853
2,592,540
2,474,976
2,204,781
1,837,741
1,724,677
1,524,602
1,272,022
1,113,299
1,106,313
946,724
13.18%
11.69%
11.14%
8.33%
7.51%
5.63%
4.88%
4.07%
1.79%
1.70%
1.45%
1.39%
1.24%
1.03%
0.97%
0.85%
0.71%
0.62%
0.62%
0.53%
Holding
1 – 1,000
1,001 – 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Number of
shareholders
Number of
ordinary shares
% of ordinary
shares
1,560
1,903
724
671
59
766,231
4,987,707
5,279,704
17,096,558
150,200,483
0.43%
2.80%
2.96%
9.59%
84.23%
156
MA Financial Group | 2023 Annual ReportUnmarketable parcels
There were 105 shareholders (representing 1,838 shares) who held less than a marketable parcel.
Substantial shareholders
Name
MA Financial Group Limited
Moelis & Company International Holdings LLC
Magic TT Pty Limited
J P Morgan Nominees Australia Pty Ltd
Magic TT 2 Pty Limited
HSBC Custody Nominees (Australia) Limited
Number of
ordinary shares
% of ordinary
shares
18,427,692
23,500,000
19,865,799
20,842,041
14,850,000
10,039,811
10.33%
13.18%
11.69%
11.14%
8.33%
5.63%
Voting rights
At meetings of members or classes of members, each member may vote in person or by proxy, attorney or (if the
member is a body corporate) corporate representative. On a show of hands, every person present who is a member
or a proxy, attorney or corporate representative of a member has one vote and on a poll every member present in
person or by proxy, attorney or corporate representative has one vote for each fully paid share held by the member.
Share options
The table below sets out the number of share options, with each share option carrying the right to acquire one
share in the Company at a future date, outstanding as at 19 February 2024:
Size of holding
Under 5,000
5,001 – 10,000
10,001 – 100,000
100,001 and over
Total share options
Number of
holders
4
2
6
3
15
Share
Options
12,221
20,000
191,048
666,668
889,937
157
Investor information (continued)MA Financial Group | 2023 Annual Report
Glossary
Term
AASB
AFSL
ASX
ASX
AUM
Board
CA&E
CAGR
CGU
Definition
Australian Accounting Standards Board
Australian Financial Services Licence
Australian Securities & Investment Commission
Australian Securities Exchange of ASX Limited (ABN 98 008 624 691) and the market operated
by ASX Limited.
Assets under Management
The Board of Directors of MA Financial Group Limited
Corporate Advisory & Equities
Compound Annual Growth Rate
Cash generating unit
Company
MA Financial Group Limited (ABN 68 142 008 428), a company limited by shares
Corporations Act
Corporations Act 2001 (Cth)
Directors
EBITDA
EAD
ECL
ECM
The Directors of the Company as at the date of this Report
Earnings before interest, tax, depreciation and amortisation
Exposure at default
Expected credit loss
Equity capital markets
Employees
Employees of the Group
EPS
Earnings per share
Existing Staff Trusts
Trusts established prior to the initial public offering of the Company, which hold shares on behalf
of current and former employees of the Group.
FVTOCI
FVTPL
FY22
FY23
Group
GST
Fair value through other comprehensive income
Fair value through profit or loss
For the financial year ended 31 December 2022
For the financial year ended 31 December 2023
The Company and its subsidiaries
Goods and services tax
158
MA Financial Group | 2023 Annual ReportGlossary (continued)
Term
IASB
IFRS
KMP
LGD
LTI
Definition
International Accounting Standards Board
International Financial Reporting Standards
Key management personnel
Loss given default
Long-term incentive
MA Financial Group
The Company and/or its subsidiaries as the context requires
NPAT
Net profit after tax
PD
PIF
RBA
ROE
SAR
Probability of default
Priority Income Fund
Reserve Bank of Australia
Return on Equity
Share Appreciation Rights
Shareholder
The holder of a share
Shares
Fully paid ordinary shares in the capital of the Company
Share options
Options over unissued shares
Share rights
Rights to receive shares at some point in the future
SICR
SIV
VWAP
Significant increase in credit risk
Significant investor visa
Volume-weighted average price
159
MA Financial Group | 2023 Annual ReportRegistered office
Principal place of business
Level 27, Brookfield Place
10 Carrington Street
Sydney NSW 2000
Tel: + 61 2 8288 5555
Sydney
Level 27, Brookfield Place
10 Carrington Street
Sydney NSW 2000
T + 61 2 8288 5555
Melbourne
Level 20, South Tower
80 Collins Street
Melbourne VIC 3000
T +61 3 8650 8650
New York
3 W Main St, Suite 301,
Irvington,
NY 10533,
USA
Hong Kong
Level 29, Two International Finance Centre
8 Finance Street
Hong Kong
Tel: +852 2575 7188
Shanghai
Level 38, Park Place
1601 Nan Jing West Road
Jing An District 200040
Shanghai
Tel: +86 021 6137 3216
Singapore
Level 24, CapitaGreen
138 Market Street
Singapore 048946
mafinancial.com