Annual Report and Financial Statements 2018
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ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 2018 AWARDS • The Consumer Investment Awards – Best Customer Service • Investment Trends – Highest Overall Client Satisfaction • Online Personal Wealth Awards – Best Stockbroker • ADVFN – Best Online Stockbroker • UK Digital Experience Awards – Digital Change & Transformation • MoneyAge – Best Online Sharedealing Provider • Investors in People – Silver 3 CONTENTS Highlights ...............................................................................................................................................5 Chairman’s statement ..........................................................................................................................8 Strategic report ..................................................................................................................................... 11 Board of Directors ...............................................................................................................................28 Directors’ report....................................................................................................................................31 Corporate governance statement ....................................................................................................34 Directors’ remuneration report..........................................................................................................39 Independent auditor’s report ............................................................................................................44 Financial Statements: Consolidated income statement ................................................................................................... 51 Consolidated statements of comprehensive income ................................................................. 51 Consolidated and Company balance sheets ..............................................................................52 Consolidated and Company statements of changes in equity ................................................53 Consolidated and Company cash flow statements ...................................................................55 Notes to the financial statements .....................................................................................................56 Group information ..............................................................................................................................86 Information for shareholders ............................................................................................................87 ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 4 ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 5 HIGHLIGHTS Strong operational and strategic progress against a challenging trading backdrop, especially in the second half of the year. Nonetheless, the Group returned to profitability at the operating level in the Investor confidence and second half. activity in the near term has been impacted by the current uncertain political environment, but Share remains well positioned with a growing customer base and a strong pipeline of partnership opportunities. The Group’s financial performance in 2019 is expected to build on the positive momentum in the second half of 2018 and deliver a material improvement in profitability in 2019 as the benefits of growth initiatives continue to come through. ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 6 HIGHLIGHTS REVENUE UP BY 12% TO A RECORD £21.0M (2017: £18.7M) – HELPED BY A FIRST FULL YEAR OF THE COMPUTERSHARE PARTNERSHIP Commission Fee income Interest income income up by grew by increased by 3% 8% 150% to a record to a record to £10.9m £7.8m £2.3m (2017: £10.6m) (2017: £7.2m) (2017: £0.9m), reflecting increased cash balances and bank base rate increases Revenue market share excluding Reported loss (2017: profit of £0.4m interest (*) was Operating losses before tax was including one-off reduced by £22,000 item of £0.9m) 60% to 3.78% £0.3m (2017: 4.03%) (2017: £0.8m) - operating profit of EBITDA of £0.2m in the second half of 2018 £0.5m (2017: £0.4m loss) Underlying (**) (2017: 0.3p). Reported basic Proposed final basic and diluted and diluted earnings per (and total) earnings per share share of 0.0p (2017: 0.2p) increased to dividend of 0.4p Underlying 0.55p (**) earnings per share increased to £0.6m (2017: 0.40p per (2017: £0.4m) share), up by 38% (*) The benchmarked revenue peer group comprises: AJ Bell; Alliance Trust Savings; Barclays Stockbrokers; Equiniti; Halifax Share Dealing; Hargreaves Lansdown; HSBC Stockbrokers; iDealing.com; Interactive Investor; ITI Capital; Jarvis Investment Management; Saga Personal Finance; Selftrade; Thomas Grant & Co; and Yorkshire Building Society. (**) Excludes the impact of any large non-recurring items, as defined in Note 14. ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 HIGHLIGHTS 7 Balance sheet Assets under Shareholders’ remained administration funds of strong, with increased by 3% to £19.5m or cash of 13.5p per share £9.0m £4.9bn (2017: £18.2m, (2017: £10.5m) and (2017: £4.7bn) 12.7p per share) equity investments of £8.4m (2017: £6.4m) FINANCIAL BENEFITS OF GROWTH INITIATIVES AND DIGITAL TRANSFORMATION PROGRAMME ARE STARTING TO COME THROUGH Material expansion of customer base, through continuing strategy of partnerships and account acquisitions Digital transformation programme has achieved further major milestones and is expected to be substantially A book acquisition completed in 2019 Together these of a further c.17,000 represent Beaufort Securities customer accounts c.£1.5bn c.22,000 Mobile App represented 8% of branded transferred in the of assets under customer accounts trades by the year end second half administration should transfer in 2019 www.share.com website was redesigned and launched. Further improvements are being delivered in 2019 CONTINUING RECOGNITION FOR CUSTOMER SERVICE Innovative customer survey introduced, which Won ”Overall Client Satisfaction” in the 2018 achieved a 40% response rate and indicates Investment Trends UK Online Broking Report that The Share Centre Limited has a Net for the fifth consecutive year Promoter Score of +52 ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 8 INTRODUCTION The Group made strong strategic and operational progress in 2018, achieving some important milestones in its digital transformation programme and increasing its customer base both organically and through account acquisitions. Stock market volatility depressed investor activity in the second half, particularly in the final quarter of the year, and regulatory changes, including the Markets in Financial Instruments Directive (‘MiFID II’), required additional cost to be incurred. Financial results for the year show some of the benefits from the strategic and operational progress that we have made, and we expect to see further benefits in 2019. Despite the difficult backdrop, revenue represented a new record of £21.0m (2017: £18.7m), up 12% year-on-year, and the Group returned to operating profitability in the second half. We start 2019 with the business in good shape, having completed a large part of the Group’s digital transformation programme and we also have a healthy pipeline of partnership opportunities. We therefore believe that Share is well-positioned to continue to grow and develop for the long term and to navigate near term challenges. CHAIRMAN'S STATEMENT FINANCIAL PERFORMANCE The growth in revenue delivered a market a one-off receipt of £0.9m for aborted share excluding interest of 3.78% product development work completed for Revenue growth was driven by strong (2017: 4.03%). a prospective partner). trading volumes in the earlier part of the year and the benefit of a full year of Operating losses materially improved over Overall the FTSE All-Share Index closed the our partnership with Computershare, the year, with the Group generating an year down 13%, but against this backdrop which was launched in May 2017. Weaker operating profit in the second half of £0.2m our growth in assets under administration trading conditions affected growth in the (H2 2017: operating loss of £0.6m), helping of 3% year-on-year to £4.9bn (2017: £4.7bn) second half of the year but the Group still to reduce the overall loss for the year by demonstrates our ability to attract and showed an uplift of 7% against the first 60% to £0.3m (2017: £0.8m). Underlying acquire new customers, and to build on half. This reflected the effects of the base profit before tax, adjusting for one-off items existing customer relationships. Had our rate increase in August 2018 and new (detailed in Note 14), increased by 63% to customers’ assets performed in line with account acquisition, particularly the take £0.6m (2017: £0.4m). the FTSE All-Share, without any monies in or out, assets under administration at on of c.17,000 customer accounts from the The reported loss before tax was £22,000 the year end would have been £4.1bn – administrator of Beaufort Securities. (2017: profit of £0.4m, which included ANNUAL REPORT AND FINANCIAL STATEMENTS 2018 CHAIRMAN'S STATEMENT 9 indicating net inflows including account The proposed final dividend will be paid protectionist policies, as well as the UK acquisitions of c.£0.8bn in the year on 12 June 2019 to shareholders on the political environment, with uncertainty over (2017: £0.7bn). register at close of business on 10 May Brexit. This has meant that after unusually 2019, subject to shareholder approval at stable stock markets in 2017, 2018 was Cash balances held on client