20Annual Report 2020 Equiniti Group
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EQUINITI GROUP PLC 20ANNUAL REPORT 2020 PURPOSEFULLY DRIVEN | DIGITALLY FOCUSED | FINANCIAL FUTURES FOR ALL Equiniti (EQ) is an international provider of technology and solutions for complex and regulated data and payments, serving blue-chip enterprises and public sector organisations. Our purpose is to care for every customer and simplify each and every transaction. Skilled people and technology-enabled services provide continuity, growth and connectivity for businesses across the world. Designed for those who need them the most, our accessible services are for everyone. Our vision is to help businesses and individuals succeed, creating positive experiences for the millions of people who rely on us for a sustainable future. Our mission is for our people and platforms to connect businesses with markets, engage customers with their investments and allow organisations to grow and transform. 2 Contents Section 01 Strategic Report Headlines 6 COVID-19: Impact And Response 8 About Us 10 Our Business Model 12 Our Technology Platforms 14 Our Markets 16 Our Strategy 18 Our Key Performance Indicators 20 Chairman’s Statement 22 Chief Executive’s Statement 24 Operational Review 26 Financial Review 34 Alternative Performance Measures 40 Environmental, Social and Governance 42 Principal Risks and Uncertainties 51 Viability Statement 56 Section 02 Governance Report Corporate Governance Report 62 Board of Directors 64 Executive Committee 66 Board 68 Audit Committee Report 78 Risk Committee Report 88 Nomination Committee Report 95 Directors' Remuneration Report 100 Directors' Report, including S172 Statement 127 Section 03 Financial Report Independent Auditors’ Report 134 Consolidated Income Statement 146 Consolidated Statement of Comprehensive Income 147 Consolidated Statement of Financial Position 148 Consolidated Statement of Changes in Equity 150 Equiniti Group plc Annual Report 2020 Equiniti Group Consolidated Statement of Cash Flows 152 Notes to the Consolidated Financial Statements 154 Company Statement of Financial Position 221 Company Statement of Changes in Equity 222 Notes to the Company Financial Statements 223 Section 04 Additional Information Shareholder Information 232 3 Creating positive experiences for the millions of people who rely on us EQ Digital has been helping businesses to transform, so they can care for customers affected by the COVID-19 pandemic. Its case management solutions business built a self-service portal for the Civil Aviation Authority allowing customers to make a claim or rearrange their booking if their ATOL protected holiday falls through. The division has also supported corporate clients to facilitate payment holidays and forbearance schedules for those in short-term financial difficulty caused by the pandemic. This work was underpinned by its adaptable credit platform, which already had the required functionality and could be rapidly enabled, allowing them to quickly adhere to FCA guidance. 4 SECTION 01 STRATEGIC REPORT STRATEGIC Section 01 Strategic Report Headlines 6 COVID-19: Impact And Response 8 About Us 10 Our Business Model 12 Our Technology Platforms 14 Our Markets 16 Our Strategy 18 Our Key Performance Indicators 20 plc Annual Report 2020 Equiniti Group Chairman’s Statement 22 Chief Executive’s Statement 24 Operational Review 26 Financial Review 34 Alternative Performance Measures 40 Environmental, Social and Governance 42 Principal Risks and Uncertainties 51 Viability Statement 56 5 HEADLINES CHANGE (%)1 2020 £471.8m REVENUE2 (15.1%) 2019 £555.7m 2020 £91.7m UNDERLYING EBITDA*3 (32.6%) 2019 £136.0m 2020 19.4% UNDERLYING EBITDA* MARGIN (5.1%) 2019 24.5% 2020 £5.8m EARNINGS BEFORE INTEREST AND TAX (EBIT)* (89.6%) 2019 £55.9m 2020 (£1.1m) (LOSS)/PROFIT AFTER TAX N/A 2019 £32.4m 2020 (0.5p) DILUTED EARNINGS PER SHARE (EPS) N/A 2019 8.4p 2020 9.1p UNDERLYING* EPS (49.7%) 2019 18.1p 2020 – DIVIDEND PER SHARE N/A 2019 5.49p 2020 97% OPERATING CASH FLOW CONVERSION*4 6% 2019 91% 2020 £44.5m FREE CASH FLOW ATTRIBUTABLE TO EQUITY HOLDERS* 19.9% 2019 £37.1m 2020 £307.9m NET DEBT (10.4%) 2019 £343.6m 2020 3.4x LEVERAGE 0.9x 2019 2.5x 6 SUMMARY SALES CASH GENERATION COST MANAGEMENT SECTION 01 • Very challenging environment, • Free cash flow to equity holders • Swift action taken to reduce costs with disruption to capital of £44.5m, an increase of 19.9%, and preserve cash across all areas REPORT STRATEGIC markets and the wider benefitting from £7.5m VAT of the business economy significantly deferral and disposal proceeds impacting performance of £14.8m • Cost efficiency programmes delivering savings of £15m in 2020 • Significant reduction in • Cash conversion of 97% higher-margin market-paid benefitting from VAT deferral, • A further £15m of cost savings and discretionary projects good cash collection in Q4 and identified for FY 2021 as action as market activity paused payment terms reverting to HEADLINES taken in 2020 flows to trading medium-term trend with further initiatives identified • Central banks action drove £16.9m to manage the cost base reduction in interest earned across • Net debt reduction of £35.7m, the Group resulting in leverage of 3.4x • Q4 slower than anticipated due • Proforma leverage5 of 3.1x to extended sales cycles and reflecting the divestment of the economic pressures towards EQi direct-to-consumer business the year end • Non-essential capital expenditure • Resilient underlying business and discretionary projects performance with major new client suspended, however customer wins and 99% client retention facing and efficiency investment continues • Order book building with new order intake 10% ahead of last year Equiniti Group plc Annual Report 2020 Equiniti Group 1 Change at actual foreign exchange rates. Revenue change at constant foreign exchange rates is (15.1%) and underlying EBITDA is (32.6%). 2 Reported revenue declined by 15.1%. Organic revenue declined by 15.9%. Calculation of organic revenue can be found on page 35. 3 EBITDA is earnings before net financing interest costs, income tax, depreciation of property, plant and equipment, amortisation of software and amortisation of acquired intangible assets. Underlying EBITDA excludes non-operating items of £15.9m. See page 9 for further detail. 4 Operating cash flow conversion is calculated after allowing for use of a £20.0m receivables financing facility the Group has in place, of which £8.0m (31 December 2019: £8.0m) was utilised at the end of the year. Details of the facility can be found on page 37. 5 Proforma leverage is calculated to include the divestment of the EQi direct-to-consumer business had it completed in FY 2020. * The Group uses alternative performance measures to provide additional information on the underlying performance of the business. See pages 40 to 41. for further detail. 7 COVID-19: IMPACT AND RESPONSE The COVID-19 pandemic has created OUR RESPONSE TO COVID-19 unprecedented challenges for EQ and society Protecting our People and Jobs as a whole. Here we outline the impact Protecting the wellbeing of our people was a top priority on our business in 2020 and how we have and we moved rapidly to home working. This successful responded, to support our colleagues, clients transition was supported by the roll out in the first half and customers, and ensure our business of the year of our new desktop computing environment remains financially and operationally resilient. (GlobalOne), based on Windows 10 and Microsoft Office. This gives us a single working environment IMPACT OF COVID-19 across the Group and helps our people to collaborate At the start of 2020, the Group had a positive outlook and share work seamlessly. for the year. We expected that many projects for UK One of our key aims was to retain as many skills as clients, which had been deferred in 2019 as a result of possible during the pandemic. EQ has a long-tenured Brexit uncertainty and the subsequent general election, workforce, with colleagues who have been with us would be resumed. for many years, and we hugely value their skills and Even so, the onset of the COVID-19 pandemic affected dedication. As a business of specialists, not generalists, our markets in ways that we had not predicted. We it is important to us that we retain those skills within responded quickly and robustly, and ensured continued the Group, which will benefit clients, customers and delivery for clients and customers. However, the shareholders. We therefore redeployed people where combined effect of reduced interest rates and the necessary and utilised Government support packages disruption to capital markets had a material impact on where appropriate. During this period, the Group our financial performance this year. received £0.5m from the Government’s job retention scheme. However, the Group ensured that all employees Whilst the core business has proved resilient with strong continued to receive their full pay. All furloughed client retention and new business wins in all divisions, colleagues had returned to work by the end of June 2020. the ongoing disruption to capital markets and the wider economy continued to hold back any material Anticipating the impact COVID-19 was likely to have on recovery in market-paid and discretionary revenues. colleagues, and in order to help to insulate them from These revenues arise mainly from interest receivables, the impact of the pandemic, we gave a pay rise of £400 commission and fee-based income from capital market to UK employees who earned under £30,000 per year. In activity and discretionary projects, and are higher addition, all colleagues who had been with the business margin in nature. EQ Boardroom was impacted by lower since the start of the pandemic were offered £300 of corporate activity, fewer share dealing programmes free shares in EQ. and reduced dividend commissions. EQ Digital was impacted by a lower level of software sales and reduced To support our people as they worked from home remediation volumes as some clients closed sites and and to protect mental health, we introduced regular deferred projects.