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COMPUTERSHARE LIMITED. — Annual Report 2004
Aug 18, 2004
64696_rns_2004-08-18_24aed035-484a-4034-8f14-139db23465aa.pdf
Annual Report
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$\begin{array}{c} \text{ASX PRELIMINARY FINAL REPORT} \ \text{COMPLERSHARE LIMITED ABN 71 005 485 825} \ \text{30 JUNE 2004} \end{array}$
Lodged with the ASX under Listing Rule 4.3A
CONTENTS
| Results for Announcement to the Market Appendix $4E$ Hem $2$ |
|
|---|---|
| Preliminary consolidated statement of financial performance Appendix $4E$ Hem $3$ |
3. |
| Preliminary consolidated statement of financial position Appendix $4E$ Hem $4$ |
4 |
| Preliminary consolidated statement of eash flows Appendix $4E$ Hem 5 |
5 |
| Other Appendix 4E Information Appendix $4E$ Hems 6 to 17 |
6 |
COMPUTERSHARE LIMITED VEAD ENDED 30 HOUR 2004 (PREVIOUS CORRESPONDING PERIOD: YEAR ENDED 30 JUNE 2003) RESELTS FOR ANNOUNCEMENT TO THE MARKET
| SA'000 | |||||
|---|---|---|---|---|---|
| Revenues from ordinary activities (Appendix 4E item 2.1) |
Up | 34% | to | 946,433 | |
| Profit from ordinary activities after tax attributable to members (Appendix $4E$ item 2.2) |
Up | 392% | to | 79.982 | |
| Net profit for the period attributable to members $(Appendix 4E$ item $2.3$ ) |
Up | 392% | to | 79.982 | |
| Dividends | Amount per | Franked amount | |||
| (Appendix $4E$ item $2.4$ ) | security | per security | |||
| Final dividend | \$0.05 | \$0.05 | |||
| Interim dividend | \$0.03 | \$0.03 | |||
| Record date for determining entitlements to the dividend (Appendix 4E item $2.5$ ) |
6 September 2004 | ||||
Explanation of Revenue
(Appendix 4E item 2.6)
Total revenues were \$946.4 million. Excluding proceeds on the sale of the UK premises of \$51.7 million, total revenues were \$894.7 million, an increase of 26% over the 2002/03 financial year. Excluding the revenue contributions of businesses acquired during FY 2004, total revenues were 6% higher than the previous corresponding period. Revenues were driven by an increase in corporate actions revenue. Margin income declined reflecting a full year of lower interest rates.
(Appendix $4E$ item 2.6) Explanation of Profit from ordinary activities after tax
Refer below
Explanation of Net Profit (Appendix $4E$ item 2.6)
The normalised EBITDA result was up 37% at \$183.4 million. Normalised net profit attributable to members was \$77.8 million, an increase of 70% over the prior year's normalised result. Net profit attributable to members was \$80.0 million, an increase of 392% over the prior years result. Normalised earnings per share increased by 113% to 12.89 cents. The results reflect a continued improvement in market conditions, particularly in the Asia Pacific region and a significantly improved profit contribution from North America. The expected operating cost savings from restructuring undertaken in the previous financial year were delivered during the year.
Explanation of Dividends (Appendix 4E item 2.6)
The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:
Ordinary shares
• A final dividend in respect of the year ended 30 June 2003 was declared on 27 August 2003 and paid on 26 September 2003. This was an ordinary dividend of 2.5 cents per share amounting to \$13,529,601 fully franked at 30%.
• An interim ordinary dividend in respect of the half year ended 31 December 2003 was declared on 25 February 2004 and paid on 26 March 2004. This was an ordinary dividend of 3.0 cents per share amounting to \$16,498,020 fully franked at 30%.
• A final dividend recommended by the directors of the company in respect of the year ended 30 June 2004 was declared on 18 August 2004, to be paid on 24 September 2004. This is an ordinary dividend of 5.0 cents per share amounting to \$26,917,995 fully franked at 30%. As this dividend was not declared until 18 August 2004 a provision has not been recognised as at 30 June 2004.
Reset preference shares
A reset preference share dividend of \$2.7575 per share amounting to \$4,136,242 franked at 30%, in respect of the six months ended 30 November 2003, was paid on 1 December 2003.
A reset preference share dividend of \$2.7575 per share amounting to \$3,320,073 franked at 30% in respect of the period 1 December 2003 to 30 May 2004 was paid on 31 May 2004.
• A reset preference share dividend amounting to \$534,538 has been accrued in respect of the period 31 May 2004 to 30 June 2004.
• The total preference share dividend referable to the year ended 30 June 2004 is \$7,312,823.
• Pollowing a decision by the directors of the company to cause the reset preference shares to be converted to ordinary shares on 30 September 2004 a reset preference share dividend of \$1.8384 per share amounting to \$2,178,149 franked at 30% in respect of the period 31 May 2004 to 29 September 2004 will be paid on 30 September 2004.
COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL PERFORMANCE
FOR THE YEAR ENDED 30 JUNE 2004
| Note | 2004 \$000 |
2003 5000 |
|
|---|---|---|---|
| Revenue | |||
| Sales revenue | 871,240 | 694,519 | |
| Other revenue from ordinary activities * | 75,193 | 14,078 | |
| Total revenue from ordinary activities | 946,433 | 708,597 | |
| Expenses | |||
| Direct services | 654,943 | 547,145 | |
| Technology services | 91,008 | 101.025 | |
| Corporate services * | 80,665 | 20.633 | |
| Borrowing costs | 9,020 | 8,296 | |
| Total expenses | 835,636 | 677,099 | |
| Share of net profit/(loss) of associates accounted for using the equity method | (140) | (2.036) | |
| Profit/(loss) from ordinary activities before related income tax expense | 110,657 | 29,462 | |
| Income tax (expense)/benefit relating to ordinary activities | 3 | (27,011) | (12,329) |
| Net profit/(loss) | 83.646 | 17.133 | |
| Net (profit)/loss attributable to outside equity interests | (3,664) | (877) | |
| Net profit/(loss) attributable to members of the parent entity | 79.982 | 16.256 | |
| Net exchange difference on translation of financial report of self-sustaining foreign operations |
(9.892) | (24, 321) | |
| Total revenues, expenses and valuation adjustments attributable to members of the parent entity recognised directly in equity |
(9,892) | (24,321) | |
| Total changes in equity attributable to members of the parent entity other than those resulting from transactions with owners as owners |
70.090 | (8,065) | |
| Basic earnings per share (cents per share) | н | 13.30 | 1.47 |
| Normalised basic earnings per share (cents per share) | Н | 12.89 | 6.05 |
| Diluted earnings per share (cents per share) | Н | 13.61 | 2.60 |
| Normalised diluted carnings per share (cents per share) | Ħ | 13.23 | 6.57 |
$\hspace{0.1mm}^*$ includes the proceeds & disposal costs respectively associated with the sale of the UK premises
COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 JUNE 2004
| Note | 2004 \$000 |
2003 \$000 |
|
|---|---|---|---|
| CURRENT ASSETS | |||
| Cash assets | 90,495 | 60,828 | |
| Receivables | 181,619 | 132,220 | |
| Other financial assets | 50,944 | 36,653 | |
| Inventories | 6,993 | 3,904 | |
| Current tax assets | 3,493 | 941. | |
| Other | 19,595 | 11,152 | |
| Total Current Assets | 353,139 | 245,698 | |
| NON-CURRENT ASSETS | |||
| Receivables | 1,598 | 1,049 | |
| Other financial assets | 15,266 | 30,931 | |
| Property, plant & equipment | 92,387 | 133,619 | |
| Deferred tax assets | 20,918 | 47,175 | |
| Goodwill | 698,903 | 431,502 | |
| Other Intangible Assets | 4,874 | 4,432 | |
| Total Non-Current Assets | 833,946 | 648,708 | |
| Total Assets | 1,187,085 | 894,406 | |
| CURRENT LIABILITIES | |||
| Payables | 203,743 | 111,044 | |
| Interest bearing liabilities | 98.824 | 5,564 | |
| Current tax liabilities | 2,341 | 5,876 | |
| Provisions Other |
32,567 | 24,287 2,569 |
|
| 11,715 | |||
| Total Current Liabilities | 349,190 | 149,340 | |
| NON-CURRENT LIABILITIES Payables |
331 | ||
| Interest bearing liabilities | 213,251 | 0 132,923 |
|
| Deferred tax liabilities | 9,427 | 15,568 | |
| Provisions | 6,892 | 5,177 | |
| Other | 3,127 | 2,991 | |
| Total Non-Current Liabilities | 233,028 | 156,659 | |
| Total Liabilities | 582,218 | 305,999 | |
| Net Assets | 604,867 | 588,407 | |
| EQUITY | |||
| Parent entity interest | |||
| Contributed equity - ordinary shares | 338,987 | 324,881 | |
| Contributed equity - reset preference shares | 114,432 | 147,195 | |
| Reserves | (27,799) | (17,907) | |
| Retained profits | 6 | 170,750 | 128,366 |
| Total parent entity interest Outside equity interest |
596,370 8,497 |
582,535 | |
| 5,872 | |||
| Total Equity | 604,867 | 588,407 |
The accompanying notes form an integral part of these financial statements.
COMPUTERSHARE LIMITED PRELIMINARY CONSOLIDATED STATEMENT OF CASHFLOWS
FOR THE YEAR ENDED 30 JUNE 2004
| Note | 2004 \$000 |
2003 \$000 |
|
|---|---|---|---|
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 878,706 | 688.690 | |
| Payments to suppliers and employees | (711, 945) | (578, 874) | |
| Dividends received | 210 | 16 | |
| Interest paid and other costs of finance | (8,704) | (9.711) | |
| Interest received | 3,589 | 3,457 | |
| Australian net GST (paid)/refunded | (9,290) | (6.125) | |
| Income taxes paid | (16, 442) | (21, 274) | |
| Net operating cash flows | 12 | 136,124 | 76,179 |
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for purchase of controlled entities, net of cash acquired | (208, 626) | (210) | |
| Payments for purchase of businesses | 0 | (12, 335) | |
| Payments for investment in associated entities | (1,159) | (17,603) | |
| Payments for investments | (2,239) | (8,604) | |
| Payments for property, plant and equipment Proceeds from sale of assets |
(21, 378) | (17,933) 525. |
|
| Other | 66,137 (706) |
0 | |
| Net investing cash flows | (167,971) | (56,160) | |
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Proceeds from issues of ordinary shares | 933 | 1,538 | |
| Buy-back of ordinary shares | (20, 110) | (38, 351) | |
| Buy-back of reset preference shares | (32,763) | 0 | |
| Proceeds from borrowings | 320,902 | 227,015 | |
| Repayment of borrowings | (164,026) | (182, 885) | |
| Dividends paid - ordinary shares Dividends paid - reset preference shares |
(30,028) | (27, 279) | |
| Dividend paid - outside equity interest in controlled entity | (7, 456) (1,519) |
(8,250) (524) |
|
| Proceeds from finance leases | 1,077 | 759 | |
| Repayment of finance leases | (5, 164) | (1,859) | |
| Net financing cash flows | 61.846 | (29.836) | |
| Net increase/(decrease) in cash held | 29.999 | (9, 817) | |
| Cash at the beginning of the financial year | 60,828 | 74,327 | |
| Exchange rate variations on foreign cash balances | (332) | (3,682) | |
| Cash at the end of the financial year | 90,495 | 60,828 |
The accompanying notes form an integral part of these financial statements.
I. CHANGES IN ACCOUNTING POLICIES
There have been no significant changes in accounting policy since the year ended 30 June 2003 which impact the financial results disclosed in this document.
The adoption of International Financial Reporting Standards
For reporting periods starting on or after 1 January 2005, Computershare must comply with the Australian equivalents of International Pinancial Reporting Standards (IFRS). This means that the Group will present interim financial statements for the six months ending 31 December 2005 and annual financial statements for the year ending 30 June 2006 under IFRS.
Entities complying with the Australian equivalents of IFRS for the first time will be required to restate their comparative financial statements to amounts reflecting the application of IFRS to that comparative period. Most adjustments to IFRS will be made retrospectively against opening retained earnings.
It is important to note, that whilst the adoption of IFRS will change the Group's reported results, this does not represent a change in the strength of the underlying business.
Management of the transition to IFRS
Computershare has established a project team to manage the transition to the Australian equivalents of IFRS. The project team is chaired by the Chief Financial Officer and reports to the Risk & Audit Committee. The project team has prepared a detailed timetable for managing the transition and is currently on schedule.
Computershare is managing the transition to IFRS in three distinct phases:
-
Analysis and planning;
-
Evaluation of the new financial reporting requirements and initial conversion; and
-
Embedding IFRS into business as usual.
As at 30 June 2004 phase one has been completed and significant progress has been made in phase two.
Key milestones met include:
• A preliminary assessment to identify the key areas impacted by IFRS has been undertaken and provided to the Board Risk & Audit Committee;
• A high level project plan outlining each phase of the transition and establishing a global project team has been completed and provided to the Board Risk & Audit Committee.
• Project management tools, including strategies for communication, risk and issue management, the use of external advisors and the logistical implications of conversion have been established.
• An analysis of all current Group accounting policies vis-à-vis IFRS requirements has been performed to identify potential areas of change.
• The mandatory and optional exemptions available under AASB 1 (First time adoption of IFRS) have been reviewed.
• A detailed timeline has been agreed to address the technical accounting requirements of the four areas most impacted by IFRS; annual impairment testing of goodwill, financial instruments, share based payments and deferred tax assets & liabilities.
Key differences in accounting policies expected to arise upon the adoption of IFRS
The most significant differences between current Computershare accounting policies and IFRS are summarised below. Both the Australian Accounting Standards Board and the International Accounting Standards Board have a number of on-going projects in place which may impact the differences described below and the impact on the future financial results of Computershare.
Annual impairment testing of goodwill
· Current goodwill will no longer be amortised but subject to annual impairment testing. In accordance with the new standard, this
impairment testing will be based on the discounted cashflows of each cash generating unit within the Group. • Under AASB 1 Pirst Time Adoption of IFRS, it is likely that the carrying value of goodwill (being the original value less accumulated amortisation) as at 30 June 2004 will be carried forward indefinitely, subject to opening transitional adjustments and annual impairment testing.
• The amortisation charge currently recorded in the financial results of Computershare will be eliminated.
Financial Instruments
• The Group's reset preference shares will be reclassified as debt under IFRS. On this basis the directors of the company have resolved to cause the reset preference shares to be converted to ordinary shares in accordance with the reset preference shares terms of issue.
· In accordance with international financial reporting standards, all financial instruments will be recorded on the balance sheet.
• Computershare currently applies hedge accounting to all financial instruments and accordingly, these transactions are recorded off balance sheet
• Under IFRS the fair value of financial instruments which meet the hedge accounting criteria will be recorded in the balance sheet, with changes in the fair value being taken to shareholders' equity. There will be no impact on profit.
· Qualification for hedge accounting will be more strict than under current Australian accounting standards. The fair value of financial instruments which do not satisfy the hedge criteria will also be recorded on the balance sheet, but changes in their fair value will be taken directly to the profit & loss account.
Based on a preliminary assessment of Computershare's portfolio, most of the instruments entered into by Computershare are expected to qualify for hedge accounting under IFRS.
• In light of the significant complexity and on-going changes in relation to the new financial instruments accounting standards, Computershare has adopted a policy of considering IPRS implications before proceeding with any financial instruments.
Share based payments
• Equity based compensation in the form of shares and options will be recognised as an expense in the period during which the employee provides related services.
• Currently Computershare only recognises an expense for shares purchased on market.
Deferred tax assets & liabilities
• Deferred tax will be calculated using the "balance sheet" approach under IFRS. In addition, the criteria for the recognition of a deferred tax asset is lower under IFRS, therefore the adoption of IFRS may result in the recognition of more deferred tax assets and liabilities.
· Tax effect accounting will also follow the underlying transaction under IFRS. As a result, some tax effects may be recognised in equity.
The above should not be regarded as a complete list of changes in accounting policies that may result from the transition to Australian equivalents of IFRS, as not all standards have been analysed as yet, and some decisions have not yet been made where choices of accounting policies are available. For these reasons it is not yet possible to quantify the impact of the transition to Australian equivalents of IFRS on the consolidated Group's financial position and reported results.
2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD
Refer to the attached Market Announcement for discussion of the nature and amount of material items affecting revenue, expenses, assets, liabilities, equity or cashflows, where their disclosure is relevant in explaining the financial performance or position of the entity for the oeriod.
| 3. RECONCILIATION OF INCOME TAX EXPENSE | 2004 \$000 |
2003 \$000 |
|---|---|---|
| Operating profit | 110,657 | 29,462 |
| The tax expense for the financial year differs from the amount calculated on the profit. The difference is reconciled as follows: |
||
| Prima facie income tax expense thereon at 30% | 33,197 | 8.839 |
| Tax effect of permanent differences: | ||
| Amortisation of goodwill not deductible | 6,697 | 5,418 |
| Research and development allowance | (1,238) | (1,692) |
| Non-deductible provisions | 570 | 194 |
| Benefit of tax losses not brought to account | 961 | 6.230 |
| Reversal of deferred tax liability on sale of UK buildings (the Pavilions) | (4, 334) | 0 |
| Tax free profit on sale of UK buildings (due to indexation allowance) | (1,705) | 0 |
| Non-assessable and rebateable dividends | (6,577) | (4,490) |
| Other | (3,179) | 2.050 |
| Prior year tax (over)/under provided | 693 | (1,971) |
| Restatement of deferred tax balances due to income tax rate changes | ₿ | (404) |
| Effect of different tax rates on overseas income | 1,491 | (1, 845) |
| Effect of change in tax rate | 435 | 0 |
| Income tax expense on operating profit | 27,011 | 12,329 |
4. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 6)
Details of dividends declared or paid during or subsequent to the year ended 30 June 2004 are as follows:
| Payment date | Type | Franked | Foreign | ||
|---|---|---|---|---|---|
| security | amount per | sourced | |||
| security | dividend | ||||
| amount per | |||||
| security | |||||
| 26 September 2003 | Final ordinary 2003 | \$0.025 | \$13,529,601 | \$0.0250 | $\tilde{\phantom{a}}$ |
| 1 December 2003 | Reset Preference | \$2.7575 | \$4,136.242 | \$2.7575 | $\sim$ |
| 26 March 2004 | Interim ordinary | \$0.030 | \$16,498.020 | \$0.030 | |
| 31 May 2004 | Reset Preference | \$2.7575 | \$3,320,073 | \$2.7575 | |
| 24 September 2004 | Final ordinary 2004 | \$0.050 | \$26,917,995 | \$0.050 | |
| 30 September 2004 | Reset Preference | \$1.8384 | \$2,178,149 | \$1.8384 | |
| Amount per Total dividend |
5. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 7)
The company has no dividend reinvestment plans in operation.
| 6. RETAINED EARNINGS | $(Appendix 4E$ item 8) | 2004 \$000 |
2003 5000 |
|---|---|---|---|
| Retained profits at the beginning of the financial year Ordinary dividends paid |
128.366 (30.027) |
133.781 (13.421) |
|
| Reset preference dividends provided for or paid Net profit attributable to members of Computershare Limited |
(7,571) 79,982 |
(8.250) 16.256 |
|
| Retained profits at the end of the financial year | 170.750 | 128,366 | |
| 7. NTA BACKING | $(Appendix 4E$ item 9) |
Net tangible asset backing per ordinary share
$(0.45)$ $(0.09)$
8. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)
(a) ACQUIRED
| Name of entity | Georgeson Shareholder Communications Inc. |
|---|---|
| Date control gained | $02 - Dec - 03$ |
| Contribution to profit from ordinary activities after tax, in the | |
| current period, where material | 8.435 |
| Profit/(loss) from ordinary activities after tax during the whole of | |
| the previous corresponding period, where material | (10.681) |
Note that the loss from ordinary activities after tax during the whole of the previous corresponding period represents amounts earned by the Georgeson Shareholder Communication Group for the period 1 July 2002 to 30 June 2003. The Georgeson Shareholder Communication Group was acquired by the Computershare Group on $2$ December 2003. The amount disclosed is based on US GAAP accounting records translated at the average exchange rate for that period.
Note also that the contribution to profit from ordinary activities after tax, in the current period does not include synergy benefits derived in other parts of the Group.
| Computershare GmbH (formerly Deutsche Borse | |
|---|---|
| Name of entity | Computershare GmbH) |
| Date control gained | 31-Dec-03 |
| Contribution to profit from ordinary activities after tax, in the | |
| current period, where material | Not material |
| Profit/(loss) from ordinary activities after tax during the whole of | |
| the previous corresponding period, where material | Not material |
| Name of entity | Karvy Computershare Private Limited |
| Date control gained | 02-Feb-04 |
| Contribution to profit from ordinary activities after tax, in the | |
| current period, where material | Not material |
| Profit/(loss) from ordinary activities after tax during the whole of | |
| the previous corresponding period, where material | Not material |
| Name of entity | Transcentive Inc. |
| Date control gained | 18-Feb-04 |
| Contribution to profit from ordinary activities after tax, in the | |
| current period, where material | Not material |
| Profit/(loss) from ordinary activities after tax during the whole of | |
| the previous corresponding period, where material | Not material |
| Name of entity | Pepper Technology AG |
| Date control gained | 01-Mar-04 |
| Contribution to profit from ordinary activities after tax, in the | |
| current period, where material | Not material |
| Profit/(loss) from ordinary activities after tax during the whole of | |
| the previous corresponding period, where material | Not material |
| Global eDelivery Group Pty Ltd (formerly known as ACN | |
| Name of entity | 082 284 875) |
| Date control gained | 04-Jun-04 |
| Contribution to profit from ordinary activities after tax, in the | Not material |
| current period, where material | |
| Profit/(loss) from ordinary activities after tax during the whole of the previous corresponding period, where material |
Not material |
9. ASSOCIATES AND JOINT VENTURE ENTITIES
$(A$ ppendix 4E item $11$
| Name | Ownership Interest | Aggregate share of profit/ (loss), where material |
Contribution to net profit. where material |
||||
|---|---|---|---|---|---|---|---|
| 2004 | 2003 | 2004 | 2003 | 2004 | 2003 | ||
| % | % | S000's | S000's | S000's | SOO0's | ||
| Chelmer Limited | 50% | 50% | |||||
| Computershare GmbH * | 100% | 49% | (723) | (1.650) | (1,605) | (1,650) | |
| Pepper technologies AG** | 100% | 26.65% | 246 | (385) | (168) | (385) | |
| The National Registry Company*** | 45% | 29.875% | 776 | 1.633 | 0 | ||
| Total | 299 | (2,036) | (140) | (2,036) |
* Formerly known as Deutsche Borse Computershare GmbH. On 31 December 2003, the Computershare Group acquired the remaining 51% of Deutsche Borse Computershare GmbH. From that date onward, the results and the statement of financial position of that entity have been consolidated by the Computershare Group. Included above is the Computershare Group's share of the profit or loss of that entity up to 31 December 2003.
** On 1 March 2004, the Computershare Group acquired the remaining 63.35% of Pepper Technology AG. From that date onward, the results and balance sheet of that entity have been consolidated by the Computershare Group. Included above is the Computershare Group's share of the profit or loss of that entity up to 29 February 2004.
*** On 23 June 2004, the Computershare Group acquired another 15.125% of the National Registry Company bringing the group's holding in the Company to 45%.
10. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)
Refer to attached Market Announcement and Company Conversion Notice with regard to the reset preference shares.
(Appendix $4E$ item $14$ )
H. COMMENTARY ON RESULTS
Refer to attached Market Announcement.
ILI EARNINGS PER SHARE (Appendix 4E item $14.1$ )
| Year end 30 June 2004 | Calculation of Basic EPS. |
Calculation of Diluted EPS. |
Calculation оf Normalised Basic EPS |
Calculation of Normalised Diluted EPS |
|---|---|---|---|---|
| S000's | S000's | S000's | \$000's | |
| Earnings per share (cents per share) | 13.30 | 13.61 | 12.89 | 13.23 |
| Net profit | 83,646 | 83.646 | 83,646 | 83,646 |
| Outside equity interest (profit)/loss | (3,664) | (3.664) | (3,664) | (3,664) |
| Exclusion of normalising transactions | ||||
| - UK property and other related restructuring costs. | 0 | ♦ | (2,205) | (2.205) |
| Dividends on reset preference shares | (7.313) | € | (7,313) | -0 |
| Net profit | 72.669 | 79,982 | 70,464 | 77,777 |
| Weighted average number of ordinary shares used as denominator in calculating basic earnings per share |
546,570,016 | 546,570,016 | ||
| Weighted average number of ordinary and potential ordinary | 587.684.215 | 587,684,215 |
Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share
Details of allotment, conversion to or subscription for ordinary shares between reporting date and time of completion of this report.
| Date | Reason | Number of Issue Price shares |
||
|---|---|---|---|---|
| 5 July 2004 | Employee options cancelled | \$ | 7.10 | 133,750 |
| 5 July 2004 | Employee options cancelled | S | 6.91 | 3,000 |
| 5 July 2004 | Employee options cancelled | S | 8.00 | 3,500 |
| 5 July 2004 | Employee options cancelled | S | 5.95 | 35,000 |
| 5 July 2004 | Employee options cancelled | \$ | 6.15 | 4.750 |
| 5 July 2004 | Employee options cancelled | \$ | 2.77 | 8,000 |
| 5 July 2004 | Employee options cancelled | S | 2.52 | 14,000 |
| 3 August 2004 | Employee options cancelled | S | 8.00 | 1,000 |
| 3 August 2004 | Employee options cancelled | S | 5.95 | 7,000 |
| 3 August 2004 | Employee options cancelled | S | 5.95 | 11.000 |
Cancellation of options have resulted from employee resignations.
11.1 EARNINGS PER SHARE continued......
There have been no issues of potential ordinary shares between reporting date and time of completion of this report.
Employee options on issue that are not dilutive and therefore not included in the calculation of diluted EPS are as follows:
| Expiry date | Exercise Price | Number of options | ||
|---|---|---|---|---|
| 10 January 2005 | SA6.830 | 2,937,050 | ΑВ | |
| 06 March 2005 | \$A7.100 | 863,000 | A B | |
| 08 May 2005 | \$A6.910 | 116,250 | A | - 13 |
| 01 June 2005 | SA7.95 | 21,000 | A | - B |
| 01 July 2005 | SA7.92 | 20,000 | A | - 13 |
| 14 July 2005 | SA7.85 | 224,000 | A B | |
| 07 August 2005 | \$A8.000 | 975,500 | AВ | |
| 14 November 2005 | \$A8.000 | 35,000 | AВ | |
| 24 August 2005 | \$A7.970 | 99,000 | A B | |
| 28 November 2005 | \$A9.186 | 68,200 | A B | |
| 20 January 2006 | SA5.820 | 13,953 | A B | |
| 25 January 2006 | SA7.40 | 58,000 | A B | |
| 26 March 2006 | SA6.69 | 18,000 | A B | |
| 31 May 2006 | SA7.35 | 467,000 | A B | |
| 31 May 2006 | SA5.95 | 902,500 | A | - 13 |
| $01$ June $2006$ | SA5.95 | 915,000 | A B | |
| 01 June 2006 | SA5.94 | 92,500 | A B | |
| 01 June 2006 | SA7.35 | 74,000 | A | - 13 |
| 01 June 2006 | SA5.95 | 79,750 | A | - 13 |
| $01$ June $2006$ | SA5.95 | 851,000 | A | - 13 |
| 01 June 2006 | SA5.95 | 1,245,000 | A | - 13 |
| 30 June 2006 | \$A6.15 | 44,250 | A B | |
| 10,119,953 |
Options in the above table that were not included in potential ordinary shares for the purpose of the 30 June 2004 difuted earnings per share are marked with an "A" in the table above.
Options in the above table that were not included in potential ordinary shares for the purpose of the 30 June 2003 diluted earnings per share are marked with an "B" in the table above.
(Appendix 4E item 14.2) 11.2 SHARE BUYBACKS
On 19 December 2003 Computershare announced its intention to buy back up to 250,000 reset preference shares. This buy back commenced on 5 January 2004 as part of on-going capital management. On 19 March 2004 Computershare announced a change relating to this buy back in that the maximum number of shares that Computershare intended to buy back was increased to 750,000.
Between 5 January 2004 and 11 August 2004 the company bought back 315,193 reset preference shares at an average cost per share of \$103.83, giving a total cost of the buyback of \$32,727,243 (excluding brokerage and GST). The shares bought back represent 21% of issued reset preference shares at the reporting date.
On 26 May 2004 Computershare announced its intention to buyback up to 27,500,000 ordinary shares commencing 10 June 2004 as part of on-going capital management. Between 10 June 2004 and 18 August 2004 the company bought back 15,970,000 ordinary shares at an average cost per share of \$3.18, giving a total cost of the buyback of \$50,732,181 (excluding brokerage and GST). The shares bought back represent 2.9% of issued ordinary shares at the reporting date.
IL3 SIGNIFICANT FEATURES OF OPERATING PERFORMANCE
(Appendix 4E item 14.3)
Refer to attached Market Announcement.
H.4 RESULTS OF SEGMENTS (Appendix 4E item $14.4$ )
The consolidated entity operates predominantly in six business segments: Investor services, Plan services, Document services, Analytics and Shareholder Relationship Management services, Corporate and Technology services. The Investor services operations comprise the provision of registry and related services. The Plan services operations comprise the provision and management of employee share and option plans. Document services operations comprise laser imaging, intelligent mailing, scanning and electronic delivery. Analytics and Shareholder Relationship Management services comprise the provision of investor analysis, investor communication and management information services to companies, their employees, shareholders and other securities industry participants. The Asia geographic segment includes Hong Kong, the Philippines and India. The North America geographic segment includes the United States of America and Canada. Intersegment charges are at normal commercial rates. Refer to the attached market announcement for additional commentary on segment results.
PRIMARY BASIS - Business Segments 2004
| Major business segments |
Analytics and Shareholder Relationship Management Services |
Corporate | Document Services |
Investor Services |
Plan Services | Technology Services |
Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|---|---|---|
| \$000's | S000's | \$000's | SOOD's | \$000's | \$000's | \$000's | \$000's | |
| Revenue | ||||||||
| External revenue | 23,877 | 73,879 | 51,034 | 665,428 | 99,995 | 15,961 | 16,259 | 946,433 |
| mersegment revenue | 1,729 | 70,491 | 75,703 | 11,040 | 2,510 | 98,091 | (259, 564) | $\theta$ |
| Total segment revenue | 25,606 | 144,370 | 126,737 | 676,468 | 102,505 | 114,052 | (243,305) | 946.433 |
| Segment Result Profit from ordinary |
||||||||
| activities before tax mcome tax expense |
(550) | 2,555 | 21,328 | 76,758 | 6,995 | (957) | 4,528 | 110,657 (27,011) |
| Profit from ordinary activities after tax |
83,646 | |||||||
| Depreciation | 267 | 2,160 | 3,009 | 8,891 | 396 | 11,937 | 26,660 | |
| Amortisation Goodwill | 1,720 | 941 | 835 | 27,488 | 2,510 | 33,494 | ||
| Other non-cash expenses | 8 | 798 | 971 | 2,195 | 126 | 226 | 4,324 | |
| Liabilities | ||||||||
| Total segment liabilities | 8,229 | 323,685 | 9,853 | 161,144 | 63,316 | 8,985 | 7,006 | 582,218 |
| Assets | ||||||||
| Total segment assets | 62,158 | 1,102,297 | 96,096 | 882,111 | 125,710 | 40,762 | (1,112,049) | 1,187,085 |
| Carrying value of investments in associates |
||||||||
| included in segment ussets | 4,330 | 4.330 | ||||||
| Segment assets | ||||||||
| acquired during the reporting period: |
||||||||
| Property, plant & equipment | 2,177 | 3.549 | 3,326 | 16,310 | 1.167 | 10,515 | 1.262 | 38,306 |
| Other Non Current Segment Assets |
34,888 | 3,551 | 230,688 | 42,296 | 511 | 311,934 | ||
| Total | 37,065 | 3,549 | 6,877 | 246,998 | 43,463 | 10,515 | 1,773 | 350,240 |
PRIMARY BASIS - Business Segments 2003
| Major business segments |
Analytics and Shareholder Relationship Management Services |
Corporate | Document Services |
Investor Services |
Plan Services | Technology Services |
Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|---|---|---|
| \$000's | S000's | \$000's | SBO0's | \$000's | \$000's | \$000's | \$000's | |
| Revenue | ||||||||
| External revenue | 14,412 | 7,179 | 39,260 | 544,618 | 80.239 | 19,623 | 3,266 | 708,597 |
| mersegment revenue | 55 | 64,905 | 59,547 | 8,736 | 2,947 | 98,639 | (234, 829) | $\theta$ |
| Total segment revenue | 14,467 | 72,084 | 98,807 | 553,354 | 83,186 | 118,262 | (231, 563) | 708,597 |
| Segment Result | ||||||||
| Profit from ordinary | ||||||||
| activities before tax | (2,776) | (18,270) | 8,761 | 32,750 | (1,236) | 1,923 | 8.310 | 29,462 |
| mcome tax expense | (12,329) | |||||||
| Profit from ordinary | ||||||||
| activities after tax | 17,133 | |||||||
| Depreciation | 26 | 2.494 | 2,868 | 6,087 | 196 | 18,416 | (5,193) | 24,894 |
| Amortisation Goodwill | 926 | 0 | 835 | 25,195 | 2,825 | 1,482 | 0 | 31,263 |
| Other non-cash expenses | 10 | (1,566) | 1,261 | 2,265 | 153 | 139 | 0 | 2,262 |
| Liabilities | ||||||||
| Total segment liabilities | 2,149 | 138,284 | 9,167 | 132,255 | 2,323 | 10,448 | 11,373 | 305,999 |
| Assets | ||||||||
| Total segment assets | 20,408 | 918,385 | 48,478 | 675,556 | 55,827 | 46,516 | (870, 765) | 894,405 |
| Carrying value of investments in associates |
||||||||
| included in segment assets | 0 | 15,845 | $\theta$ | $\theta$ | $\theta$ | 0 | 0 | 15.845 |
| Segment assets | ||||||||
| acquired during the | ||||||||
| reporting period: | ||||||||
| Property, plant & equipment | 55. | 1.662 | 1,412 | 6,659 | 61 | 8,084 | 17,933 | |
| Other Non Current Segment | ||||||||
| Assets Total |
55 | 1.662 | 1.412 | 47 6.786 |
24 25 |
106 8.190 |
a | 177 18.110 |
SECONDARY BASIS - Geographic Segments 2004
| Major geographic segments |
Asia | Australia & New Zealand |
South Africa | Europe | North America | Unallocated/ Eliminations |
Consolidated Total |
|---|---|---|---|---|---|---|---|
| Revenne | \$000's | S000's | \$000's | SOOD's | \$000's | \$000's | \$000's |
| External revenue | 45,229 | 237,972 | 37,320 | 266,493 | 356,457 | 2,962 | 946,433 |
| Segment Result Profit from ordinary |
|||||||
| activities before tax meome tax expense |
9,973 | 46,146 | 2,320 | 21,723 | 26,625 | 3,870 | 110,657 (27,011) |
| Profit from ordinary activities after tax |
83,646 | ||||||
| Assets | |||||||
| Total segment assets | 95,483 | 862,769 | 45,887 | 105,266 | 1,194,063 | (1, 116, 383) | 1,187,085 |
| Segment assets acquired during the reporting period: Property, plant & equipment |
860 | ||||||
| Other Non Current Segment | 1,269 | 8,772 | 7,770 | 19,635 | 38,306 | ||
| Assets | 10,707 | 3,669 | 68 | 38,838 | 258,652 | 311,934 | |
| Total | 11,976 | 12,441 | 928 | 46,608 | 278,287 | 0 | 350,240 |
| SECONDARY BASIS - Geographic Segments 2003 Major geographic segments |
Asia \$000's |
Aastralia & New Zealand S000's |
South Africa \$000's |
Europe SOOD's |
North America \$000's |
Unallocated/ Eliminations \$000's |
Consolidated Total \$000's |
| Revenne | |||||||
| External revenue | 27,393 | 187,197 | 33,454 | 198,445 | 258,842 | 3,266 | 708,597 |
| Segment Result Profit from ordinary activities before income tax meome tax expense Profit from ordinary activities after tax |
5,591 | 14,466 | (6,584) | 13,692 | (6,013) | 8,310 | 29.462 (12,329) 17,133 |
| Assets | |||||||
| Total segment assets | 81,813 | 926,117 | 30,401 | 168,846 | 557,993 | (870, 765) | 894,405 |
| Segment assets acquired during the reporting period: Property, plant & equipment |
244 | 3,304 | 3,765 | 4,662 | 5,958 | 17,933 | |
| Other Non Current Segment Assets |
177 | 177 | |||||
| Total | 244 | 3,304 | 3,765 | 4.662 | 6,135 | Ü | 18,110 |
ILS TRENDS IN PERFORMANCE
(Appendix 4E item $14.5$ )
Refer to the attached Market Announcement.
11.6 OTHER FACTORS THAT AFFECTED RESULTS IN THE PERIOD OR WHICH ARE LIKELY TO AFFECT RESULTS IN THE FUTURE
(Appendix 4E item 14.6)
Refer to the attached Market Announcement.
12, RECONCILIATION OF PROFIT FROM ORDINARY ACTIVITIES AFTER INCOME TAX TO NET CASHFLOWS FROM OPERATING ACTIVITIES
| 2004 | 2003 | |
|---|---|---|
| \$000 | \$000 | |
| Net profit after income tax | 83.646 | 17,133 |
| Adjustments for non-eash income and expense items: | ||
| Depreciation and Amortisation | 61.335 | 58.419 |
| (Profit)/loss on sale of non current assets | (9.922) | 411 |
| Share of net profit/(loss) of associates accounted for using equity method | 140 | 2,036 |
| Other | (713) | (590) |
| Changes in assets and liabilities | ||
| - (Increase)/decrease in accounts receivable | (6.294) | 9,361 |
| - (Increase)/decrease in net tax assets | 24,000 | (9.213) |
| - (Increase)/decrease in inventory | (3.093) | (748) |
| - (Increase)/decrease in prepayments and other assets | (4,567) | (3,607) |
| - Increase /(decrease) in payables | 25.046 | (8,462) |
| - Increase /(decrease) in tax liabilities | (9,241) | (1,743) |
| - Increase/(decrease) in provisions | (17.359) | 15,343 |
| - Increase/(decrease) in other liabilities | (1,482) | -0 |
| - Increase/(decrease) in reserves | (5,372) | (2,161) |
| Net cash provided by operating activities | 136,124 | 76,179 |
13. AUDIT (Appendix 4E items 15 to 17)
This report is based on accounts which are in the process of being audited.