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COMPUTERSHARE LIMITED. — Annual Report 2010
Aug 10, 2010
64696_rns_2010-08-10_f08778ff-c7b2-4235-9b78-91a772128136.pdf
Annual Report
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ASX PRELIMINARY FINAL REPORT
Computershare Limited
ABN 71 005 485 825
30 June 2010
Lodged with the ASX under Listing Rule 4.3A
Contents
Results for Announcement to the Market Appendix 4E item 2 Preliminary consolidated statement of comprehensive income Appendix 4E item 3 Preliminary consolidated statement of financial position Appendix 4E item 4 Preliminary consolidated statement of changes in equity Preliminary consolidated cash flow statement Appendix 4E item 5 Other Appendix 4E Information 9 - 19 Appendix 4E item 6 to 17
This report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars (unless otherwise stated).
- 1 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2010 (Previous corresponding period year ended 30 June 2009) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | ||||
|---|---|---|---|---|
| Revenue from continuing operations | up | 6.9% | to | 1,604,305 |
| (Appendix 4E item 2.1) | ||||
| Profit/(loss) after tax attributable to members | up | 15.3% | to | 294,757 |
| (Appendix 4E item 2.2) | ||||
| Net profit/(loss) for the period attributable to | ||||
| members | up | 15.3% | to | 294,757 |
| (Appendix 4E item 2.3) | ||||
| Dividends | Amount per security | Franked amount per | ||
| (Appendix 4E item 2.4) | security | |||
| Final dividend | AU 14.0 | cents | 60% | |
| Interim dividend | AU 14.0 | cents | 50% | |
| Record date for determining entitlements to the | final dividend | 23 August 2010 | ||
| (Appendix 4E item 2.5) |
Explanation of Revenue (Appendix 4E item 2.6)
Total revenue from continuing operations for the year ended 30 June 2010 is $1,604.3 million representing an increase of 6.9% over the last corresponding period. The increase in revenue was largely due to contributions from acquisitions made through financial years 2009 and 2010, significant US Mutual Fund proxy solicitation and higher corporate action activity in Australia, Hong Kong and India. This was partially offset by weaker corporate action and register maintenance revenue in the UK and lower margin income globally. A favourable foreign exchange translation impact also contributed to higher revenue.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4E item 2.6)
The current year EBITDA result is $505.2 million including significant item expense of $5.7 million. Net profit after tax attributable to members is $294.8 million, including significant item expense of $26.4 million (refer note 8), an increase 15.3% from the prior year. The increase is primarily driven by a full year contribution from the US bankruptcy administration business, US Mutual Fund proxy solicitation growth and strong corporate action activity in Australia, Hong Kong and India, particularly in the first half. A material fall in UK Investor Services profit and lower margin income were offsetting factors. The foreign exchange translation impact was favourable for earnings growth throughout FY10.
The Group’s effective tax rate has decreased from 27.8% for the year ended 30 June 2009 to 26.6% in the current financial year.
Explanation of Net Profit/(loss) (Appendix 4E item 2.6)
Please refer above.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2010 (Previous corresponding period year ended 30 June 2009) RESULTS FOR ANNOUNCEMENT TO THE MARKET
Explanation of Dividends (Appendix 4E item 2.6)
The following dividends 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 2009 was declared on 12 August 2009 and paid on 23 September 2009. This was an ordinary dividend of AU 11.0 cents per share franked to 50.0%, amounting to AU $61,121,947 (US $53,699,174).
An interim ordinary dividend was declared on 10 February 2010 and paid on 16 March 2010. This was an ordinary dividend of AU 14.0 cents per share franked to 50.0% amounting to AU $77,792,969 (US $68,344,361).
A final dividend in respect of the year ended 30 June 2010 was declared by the directors of the Company on 11 August 2010, to be paid on 14 September 2010. This is an ordinary dividend of AU 14.0 cents per share, franked to 60%. As the dividend was not declared until 11 August 2010 a provision has not been recognised as at 30 June 2010.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2010
| Note Revenue from continuing operations Sales revenue Other revenue Total revenue from continuing operations Other income Expenses Direct services Technology services Corporate services Finance costs Total expenses Share of net profit/(loss) of associates accounted for using the equity method 14 Profit before related income tax expense Income tax expense 3 Profit for the year Other comprehensive income Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income Other comprehensive income for the year, net of tax Total comprehensive income for the year Profit for the year is attributable to: Members of Computershare Limited Non-controlling interests Total comprehensive income for the year is attributable to: Members of Computershare Limited Non-controlling interests Basic earnings per share (cents per share) 8 Diluted earnings per share (cents per share) 8 |
2010 2009 $000 $000 1,599,611 1,495,759 4,694 4,565 |
|---|---|
| 1,604,305 1,500,324 15,282 23,131 991,796 935,697 168,875 163,045 28,019 28,800 22,865 35,808 |
|
| 1,211,555 1,163,350 2,637 (205) 410,669 359,900 109,293 100,051 |
|
| 301,376 259,849 |
|
| 2,791 (3,193) (29,550) 38,390 (798) (50,335) 6,881 (15,173) |
|
| (20,676) (30,311) |
|
| 280,700 229,538 |
|
| 294,757 255,733 6,619 4,116 |
|
| 301,376 259,849 |
|
| 274,081 6,619 225,422 4,116 |
|
| 280,700 229,538 |
|
| 53.05 46.02 52.67 45.78 |
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2010
| FOR THE YEAR ENDED 30 JUNE 2010 | |
|---|---|
| Note CURRENT ASSETS Cash assets and cash equivalents Receivables Financial assets held for trading Available-for-sale financial assets at fair value Other financial assets Inventories Current tax assets Derivative financial instruments Other current assets Total Current Assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method Available-for-sale financial assets at fair value Property, plant & equipment Deferred tax assets Derivative financial instruments Intangibles Total Non-Current Assets Total Assets CURRENT LIABILITIES Payables Interest bearing liabilities Current tax liabilities Provisions Derivative financial instruments Deferred consideration Total Current Liabilities NON-CURRENT LIABILITIES Payables Interest bearing liabilities Deferred tax liabilities Provisions Derivative financial instruments Deferred consideration Other Total Non-Current Liabilities Total Liabilities Net Assets EQUITY Contributed equity - ordinary shares Reserves Retained profits 4 Total parent entity interest Non-controlling interests Total Equity |
2010 2009 $000 $000 278,651 180,422 293,884 263,414 1,834 1,987 499 10,215 23,814 35,317 8,624 7,775 8,924 14,680 17,726 3,879 19,556 19,325 |
| 653,512 537,014 4,361 4,003 19,177 15,806 5,623 6,302 144,956 90,810 46,821 69,010 39,827 69,668 1,776,178 1,704,925 |
|
| 2,036,943 1,960,524 |
|
| 2,690,455 2,497,538 |
|
| 351,186 323,075 54,243 116 25,480 28,277 46,251 44,781 7 - 20,180 18,686 |
|
| 497,347 414,935 2,331 2,179 939,785 974,216 106,108 105,989 35,875 44,860 360 684 26,967 45,606 8,730 7,900 |
|
| 1,120,156 **1,181,434 ** |
|
| 1,617,503 1,596,369 |
|
| 1,072,952 901,169 |
|
| 29,943 29,888 94,808 99,793 936,592 763,879 |
|
| 1,061,343 893,560 11,609 7,609 |
|
| 1,072,952 901,169 |
The above statement of financial position should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2010
Attributable to members of Computershare Limited
| Consolidated Total equity at 1 July 2009 Profit for the year Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income Total comprehensive income for the year Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Dividends provided for or paid Equity related contingent consideration Transactions with non-controlling interests Transfer from non-controlling interests On market purchase of shares Share based remuneration Balance at 30 June 2010 Consolidated Total equity as at 1 July 2008 Profit for the year Available-for-sale financial assets Cash flow hedges Exchange differences on translation of foreign operations Income tax relating to components of other comprehensive income Total comprehensive income for the year |
Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 29,888 99,793 763,879 893,560 7,609 901,169 - - 294,757 294,757 6,619 301,376 - 2,791 - 2,791 - 2,791 - (29,550) - (29,550) - (29,550) - (798) - (798) - (798) - 6,881 - 6,881 - 6,881 |
|---|---|
| - (20,676) 294,757 274,081 6,619 280,700 |
|
| 55 - - 55 312 367 - - (122,044) (122,044) (4,998) (127,042) - 2,506 - 2,506 - 2,506 - (2,809) - (2,809) - (2,809) - (2,067) - (2,067) 2,067 - - (7,064) - (7,064) - (7,064) - 25,125 - 25,125 - 25,125 |
|
| 55 15,691 (122,044) (106,298) (2,619) (108,917) |
|
| 29,943 94,808 936,592 1,061,343 11,609 **1,072,952 ** |
|
| Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 31,689 126,437 600,794 758,920 11,276 770,196 - - 255,733 255,733 4,116 259,849 - (3,193) - (3,193) - (3,193) - 38,390 - 38,390 - 38,390 - (50,335) - (50,335) - (50,335) - (15,173) - (15,173) - (15,173) |
|
| - (30,311) 255,733 225,422 4,116 229,538 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2010
Attributable to members of Computershare Limited
| Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs Dividends provided for or paid Equity related contingent consideration Share based remuneration Acquisition related share transactions On market purchase of shares Balance at 30 June 2009 |
Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 - - - - (5,388) (5,388) - - (92,648) (92,648) (2,395) (95,043) - (1,094) - (1,094) - (1,094) - 10,838 - 10,838 - 10,838 (1,801) 1,801 - - - - - (7,878) - (7,878) - (7,878) |
|---|---|
| (1,801) 3,667 (92,648) (90,782) (7,783) (98,565) |
|
| 29,888 99,793 763,879 893,560 7,609 901,169 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASHFLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2010
| Note CASH FLOWS FROM OPERATING ACTIVITIES Receipts from customers Payments to suppliers and employees Dividends received Interest paid and other costs of finance Interest received Income taxes paid Net cash inflow from operating activities 16 CASH FLOWS FROM INVESTING ACTIVITIES Payments for purchase of controlled businesses, net of cash acquired Payments for investment in associated entities & joint ventures Dividends received Payments for investment in listed & unlisted entities Proceeds from sale of assets and investments in listed & unlisted entities Payments for property, plant & equipment Proceeds from sale of controlled entities, net of cash disposed Other Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issue of ordinary shares Payments for purchase of ordinary shares Proceeds from borrowings Repayment of borrowings Dividends paid - ordinary shares Dividends paid – non-controlling interests in controlled entities Repayment of finance leases Net cash outflow from financing activities Net increase in cash and cash equivalents held Cash and cash equivalents at the beginning of the financial year Exchange rate variations on foreign cash balances Cash and cash equivalents at the end of the financial year |
2010 2009 $000 $000 1,611,181 1,549,406 (1,090,007) (1,090,716) 968 167 (29,253) (29,126) 3,726 1,795 (82,159) (90,031) |
|---|---|
| 414,456 341,495 |
|
| (110,442) (246,697) (2,661) (5,206) 1,068 1,937 (275) (17,849) 14,214 7,854 (57,071) (22,807) - 16,900 - (3,747) |
|
| (155,167) (269,615) |
|
| 55 - (7,064) (7,878) 352,144 797,047 (364,602) (690,933) (122,044) (92,648) (4,998) (2,395) (7,590) (5,347) |
|
| (154,099) (2,154) |
|
| 105,190 69,726 180,422 124,235 (6,961) (13,539) |
|
| 278,651 180,422 |
The above cash flow statement should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
1 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES
This preliminary final report has been prepared in accordance with ASX Listing Rule 4.3A and the disclosure requirements of ASX Appendix 4E.
This report is to be read in conjunction with any public announcements made by Computershare Limited during the reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and Australian Securities Exchange Listing Rules.
The following changes to accounting policy resulted from the new or revised accounting standards which became operative for the annual reporting period commencing on 1 July 2009:
-
Presentation of financial statements - Revised AASB 101 Presentation of Financial Statements and AASB 2007-8 Amendments to Australian Accounting Standards arising from AASB 101
-
Principles of consolidation – revised AASB 127 Consolidated and Separate Financial Statements and changes made by AASB 2008-7 Amendments to Australian Accounting Standards – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate
-
Business Combinations – revised AASB 3 Business Combinations
-
Segments – new AASB 8 Operating Segments
Where necessary, comparative figures have been adjusted to conform with changes in presentation in the current period.
Presentation of financial statements
The revised AASB 101 requires the presentation of statement of comprehensive income and makes changes to the statement of changes in equity but does not affect any of the amounts recognised in the financial statements. Items of income and expense not recognised in profit or loss are now disclosed as components of ‘other comprehensive income’. The Group has applied the new presentation rules in this financial report. The comparatives for 30 June 2009 have also been restated.
Principles of consolidation
AASB 127 (revised) requires the effects of all transactions with non-controlling interests to be recorded in equity if there is no change in control and these transactions will no longer result in goodwill or gains and losses. This is different to the Group’s previous accounting policy where transactions with non-controlling interests were treated as transactions with parties external to the group.
Dividends received from investments in subsidiaries, jointly controlled entities or associates after 1 July 2009 are recognised as revenue even if they are paid out of pre-acquisition profits. However, the investment may need to be tested for impairment as a result of the dividend payment. Under the Group’s previous policy, theses dividends would have been deducted from the cost of the investment.
The changes were implemented prospectively from 1 July 2009.
Business combinations
AASB 3 (revised) continues to apply the acquisition method to business combinations, but with some significant changes.
All payments to purchase a business are now recorded at fair value at the acquisition date, with contingent payments classified as debt or equity. After the initial measurement period contingent consideration classified as equity is not remeasured. Changes to the fair value of debt contingent consideration that are not initial measurement period adjustments are recorded in the statement of comprehensive income. Under the Group’s previous policy, contingent payments were only recognised when the payments were probable and could be measured reliably and were accounted for as an adjustment to goodwill.
Acquisition-related costs are expensed as incurred. Previously, they were recognised as part of the cost of acquisition and therefore included in goodwill.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
In a business acquisition achieved in stages, the previously held equity interest in the acquiree is remeasured to the acquisition-date fair value. The resulting gain or loss is recorded in the statement of comprehensive income. Under the previous policy no such re-measurement was performed.
Non-controlling interests in an acquiree are now recognised either at fair value or at the non-controlling interest’s proportionate share of the acquiree’s net assets. This decision is made on an acquisition-byacquisition basis. Under the previous policy, the non-controlling interest was always recognised at its share of the acquiree’s net identifiable assets.
If the Group recognises acquired deferred tax assets after the initial acquisition accounting is completed, there will no longer be any adjustment to goodwill. As a consequence, the recognition of the deferred tax asset will increase the Group’s net profit after tax.
The above changes were implemented prospectively from 1 July 2009.
Segment information
The Group has applied AASB 8 Operating Segments from 1 July 2009. AASB 8 requires a ‘management approach’ under which segment information is presented on the same basis as that used for internal reporting purposes. This has resulted in an increase in the number of reportable segments presented. The previously reported geographic segment Asia Pacific has been disaggregated into two separate segments: Australia and New Zealand and Asia. Similarly the previously reported North America segment has been disaggregated into two segments: United States and Canada. Additionally, a non-geographic segment of Technology Services has been identified.
Operating segments are reported in a manner that is consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker has been identified as the Chief Executive Officer (CEO).
As goodwill is allocated by management to groups of cash-generating units on a segment level, the change in reportable segments has required a reallocation of goodwill. This has not resulted in any impairment of goodwill. There has been no further impact on the measurement of the Company’s assets and liabilities. Comparatives for 30 June 2009 have been restated.
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 cash flows, where their disclosure is relevant in explaining the financial performance or position of the entity for the period.
3 RECONCILIATION OF INCOME TAX EXPENSE
| 3 RECONCILIATION OF INCOME TAX EXPENSE |
|
|---|---|
| a) Income tax expense Current tax expense Deferred tax expense Under (over) provided in prior years Total Income tax expense Deferred income tax (revenue) expense included in income tax expense comprises: Decrease (increase) in deferred tax assets (Decrease) increase in deferred tax liabilities |
2010 2009 $000 $000 84,992 82,434 24,250 15,935 51 1,682 |
| 109,293 **100,051 ** |
|
| 10,610 6,511 13,640 9,424 |
|
| 24,250 15,935 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
3 RECONCILIATION OF INCOME TAX EXPENSE CONTINUED
b) Numerical reconciliation of income tax expense to prima facie tax payable
| Profit before income tax expense The tax expense for the financial year differs from the amount calculated on the profit. The differences are reconciled as follows: Prima facie income tax expense thereon at 30% Tax effect of permanent differences: Non deductible expenses (including depreciation and amortization) Research and development allowance Benefit of tax losses not booked Benefit of tax losses recognised Non-deductible asset write-down Losses not deductible Non deductible share based payments Other deductible items Non assessable accounting profit on the sale of assets Other Differential in overseas tax rates Prior year tax (over)/under provided Restatement of deferred tax balances due to income tax rate changes Income tax expense c) Amounts recognised directly in equity Deferred tax – debited (credited) directly to equity |
2010 2009 $000 $000 410,669 359,900 123,201 107,970 2,559 1,655 (2,675) (2,502) 439 - (1,117) (1,197) - 2,841 - 1,760 323 290 (13,750) (11,554) - (1,737) (3,526) (583) 2,891 (15) 51 1,682 897 1,441 |
|---|---|
| 109,293 **100,051 ** |
|
| 2010 2009 $000 $000 |
|
| (13,135) 15,986 |
d) Unrecognised tax losses
As at 30 June 2010 companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $41,926,325 (2009: $47,610,006) available to offset against future years’ taxable income.
e) Tax consolidation
Computershare Limited and its wholly-owned Australian entities implemented the tax consolidation regime with effect from 1 July 2002. The Australian Taxation Office has been formally notified of this decision.
The relevant entities have also entered into a tax sharing agreement. As a consequence, Computershare Limited, as the head entity in the tax consolidation Group, has recognised the current tax liability relating to transactions, events and balances of the wholly owned Australian subsidiaries in this Group in the financial statements as if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, events and balances. Amounts receivable or payable under the tax sharing agreement are recognised separately as tax related intercompany payables or receivables.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
4 RETAINED EARNINGS (Appendix 4E item 8)
| Retained profits Retained profits at the beginning of the financial year Ordinary dividends provided for or paid Net profit/(loss) attributable to members of Computershare Limited Retained profits at the end of the financial year |
Consolidated 2010 2009 $000 $000 763,879 600,794 (122,044) (92,648) 294,757 255,733 936,592 763,879 |
|---|---|
5 ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 6)
Details of dividends declared or paid during or subsequent to the year ended 30 June 2010 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit Foreign Income amount per security |
|---|---|---|---|---|---|---|
| 24 August 2009 | 23 September 2009 | Final | AU 11 cents | AU $61,121,947 | AU 5.5 cents |
AU 5.5cents |
| 10 February 2010 | 16 March 2010 | Interim | AU 14 cents | AU $77,792,969 | AU 7.0 cents |
AU 7.0cents |
| 23 August 2010 | 14 September 2010 | Final | AU 14 cents | AU $77,792,969* | AU 8.4 cents** |
AU 5.6cents |
- Based on 555,664,059 shares on issue as at 11 August 2010
** dividend franked to 60%
6 DIVIDEND REINVESTMENT PLANS (Appendix 4E item 7)
The company has no dividend reinvestment plan in operation.
7 NTA BACKING (Appendix 4E item 9)
| 7 NTA BACKING(Appendix 4E item 9) |
||
|---|---|---|
| 2010 | 2009 | |
| Net tangible asset backing per ordinary share | (1.37) | (1.58) |
8 EARNINGS PER SHARE (Appendix 4E item 14.1)
| Year end 30 June 2010 Earnings per share (cents per share) Net profit Non-controlling interests’ (profit)/loss Exclusion of significant items Net profit attributable to the members of Computershare Limited |
Calculation of Basic EPS Calculation of Diluted EPS Calculation of Management EPS Calculation of Management Diluted EPS $000 $000 $000 $000 53.05 cents 52.67 cents 57.80 cents 57.39 cents 301,376 301,376 301,376 301,376 (6,619) (6,619) (6,619) (6,619) - - 26,415 26,415 |
|---|---|
| 294,757 294,757 321,172 321,172 |
Weighted average number of ordinary shares used as denominator in calculating basic earnings per share 555,657,878 555,657,878
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
8 EARNINGS PER SHARE CONTINUED
| Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share Year end 30 June 2009 Earnings per share (cents per share) Net profit Non-controlling interests’ (profit)/loss Exclusion of significant items Net profit attributable to the members of Computershare Limited Weighted average number of ordinary shares used as denominator in calculating basic earnings per share Weighted average number of ordinary and potential ordinary shares used as denominator in calculating diluted earnings per share |
559,653,794 559,653,794 Calculation of Basic EPS Calculation of Diluted EPS Calculation of Management EPS Calculation of Management Diluted EPS $000 $000 $000 $000 46.02 cents 45.78 cents 52.11 cents 51.83 cents 259,849 259,849 259,849 259,849 (4,116) (4,116) (4,116) (4,116) - - 33,799 33,799 |
|---|---|
| 255,733 255,733 289,532 289,532 |
|
| 555,654,059 555,654,059 558,662,405 558,662,405 |
Reconciliation of weighted average number of shares used as the denominator:
| Reconciliation of weighted average number of shares used as the denominator: | |
|---|---|
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share Adjustments for calculation of diluted earnings per share: Options Equity related contingent consideration Performance rights Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
Consolidated 2010 Number 2009 Number 555,657,878 555,654,059 94,067 5,819 - 2,527 3,901,849 3,000,000 |
| 559,653,794 558,662,405 |
The Directors and Management have determined that the exclusion of certain items permits a more appropriate and meaningful analysis of the Company’s underlying performance on a comparative basis. Internally, the organisation focuses on the adjusted financial outcomes known as Management Adjusted Results. The above net profit used in the Management EPS calculation reflects the Management Adjusted Results.
On 1 October 2009, 50,000 employee options were issued. These options are exercisable between 01 October 2012 and 30 September 2015 with an exercise price of AUD $10.34.
On 4 June 2010, 25,000 employee options were issued. These options are exercisable between 03 June 2013 and 03 May 2016 with an exercise price of AUD $10.89.
No employee options have been issued since year end.
2,850,000 performance rights were issued with the grant date 12 November 2009 valued at USD 9.90 each. If the vesting conditions are satisfied the performance rights will be exercisable within six months after the annual report for the year ending 30 June 2014 has been signed. 1,425,000 of these performance rights have been taken into account when calculating the diluted earnings per share for the period ending 30 June 2010 as no performance condition has been attached. The remaining 1,425,000 has been excluded as the performance conditions have not been satisfied as at 30 June 2010.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
8 EARNINGS PER SHARE CONTINUED
Management adjustment items
Included in the consolidated income statement are the following items that are significant because of their nature, size or incidence:
For the year ended 30 June 2010:
| Redundancy provisions (net of tax) Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Acquisition related costs (net of tax) Restructuring provisions related to business combinations (net of tax) Germany Australia United Kingdom Net individually significant item expense ear ended 30 June 2009: Restructuring provisions related to business combinations (net of tax) North America United Kingdom Profit on disposal of controlled entities VEM acquisition review Redundancy costs Marked to market adjustments – derivatives (net of tax) Intangible asset amortisation (net of tax) Net individually significant item expense |
(139) 282 10 |
Total $000 (4,290) 821 (22,622) (477) 153 |
|---|---|---|
| (120) (2,403) |
||
| (26,415) | ||
| Total $000 (2,523) 6,872 (12,573) (12,689) (940) (11,946) |
||
| (33,799) |
For the year ended 30 June 2009:
9 SHARE BUYBACK (Appendix 4E item 14.2)
The company had no on-market buy back in operation during the year ended 30 June 2010 and the year ended 30 June 2009.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
10 SEGMENT INFORMATION (Appendix E item 14.4)
The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the CEO in the current financial year. Management has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.
The business is managed through six operating segments, five of which are geographic: Australia and New Zealand, Asia, Europe & Middle East & Africa (EMEA), United States and Canada. The Asia segment comprises of operations in India, Hong Kong, China, Singapore and Japan. The EMEA segment comprises of operations in UK, Ireland, Germany, South Africa, Russia and other European countries. Additionally, a separate Technology Services segment has been identified, which comprises the provision of software specialising in share registry, employee plans and financial services globally. It is both a research and development function for which discrete financial information is reviewed by the CEO.
In each of the five geographic segments the consolidated entity offers its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meeting services and other ancillary services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications delivery. Stakeholder Relationship Management Services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to hold intercompany investments and conduct financing activities.
OPERATING SEGMENTS
| June 2010 Total segment revenue Management adjusted EBITDA Total segment assets June 2009 Total segment revenue Management adjusted EBITDA Total segment assets |
Australia & New Zealand Asia EMEA United States Canada Technology Services Total $000 $000 $000 $000 $000 $000 $000 |
|---|---|
| 335,304 117,028 369,433 593,326 190,436 155,430 1,760,957 84,123 50,735 127,971 143,130 85,751 11,517 503,227 269,608 118,282 585,071 1,046,266 194,970 50,300 2,264,497 |
|
| 295,520 91,255 441,470 493,312 182,052 157,819 1,661,428 65,071 27,544 182,847 95,977 83,113 18,704 473,256 239,608 118,961 481,233 1,064,400 184,806 42,660 2,131,668 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
10 SEGMENT INFORMATION CONTINUED
Segment revenue
The revenue reported to the CEO is measured in a manner consistent with that of the income statement. Sales between segments are included in the total segment revenue, whereas sales within a segment have been eliminated from segment revenue. Sales between segments are at normal commercial rates and are eliminated on consolidation.
The entity is domiciled in Australia. Countries with individually significant amounts of revenue are Australia, United Kingdom, United States and Canada. Revenue for the United States and Canada are included in the table above. Revenue for the United Kingdom amounts to USD 227.7m (2009 – USD 297.8m) and revenue for Australia amounts to USD 324.5m (2009 – USD 285.9m). Total segment revenue from external customers in countries other than Australia is USD 1,436.4m (2009 – USD 1,375.5m). Segment revenues are allocated based on the country in which the Group entity is located.
Segment revenue reconciles to total revenue from continuing operations as follows:
| Total operating segment revenue Intersegment eliminations Other/corporate revenue Total revenue from continuing operations |
Full-year 2010 2009 $000 $000 1,760,957 1,661,428 (157,853) (161,816) 1,201 712 |
|---|---|
| 1,604,305 1,500,324 |
Management adjusted EBITDA
The CEO assesses the performance of the operating segments based on a measure of management adjusted EBITDA (Note 8). In 2009 and 2010 this measure excluded restructuring provisions, asset write-downs, redundancy costs, marked to market adjustments relating to derivatives and profit or loss on disposal of controlled entities.
A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:
| Management adjusted EBITDA - operating segments Management adjusted EBITDA - corporate Management adjusted EBITDA Management adjustment items (before amortisation and income tax expense): Profit on disposal of controlled entities and business units VEM asset write-down Restructuring provisions related to business combinations Redundancy provisions Acquisition related costs Marked to market adjustments - derivatives Statutory EBITDA including management adjustment items Finance cost Depreciation and amortisation expense Profit before income tax from continuing operations |
Full-year 2010 2009 $000 $000 503,227 473,256 7,718 2,278 |
|---|---|
| 510,945 475,534 - 6,943 - (13,091) 210 (6,539) (3,514) (20,710) (711) - 1,322 (1,218) |
|
| 505,227 443,944 (22,865) (35,808) (71,693) (48,236) |
|
| 410,669 359,900 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
10 SEGMENT INFORMATION CONTINUED
Total assets
Assets are allocated based on the operations of the segment and the physical location of the asset and are measured in a manner consistent with that of the financial statements.
Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-current derivative assets are not allocated to the operating segments.
Countries with individually significant segment assets are Australia, United Kingdom, United States and Canada. Segment assets for the United States and Canada are included in the table above. Total segment assets in the United Kingdom amount to USD 388.6m (2009 – USD 275.6m) and in Australia amount to USD 264.5m (2009 – USD 234.8m). Total segment assets held in countries other than Australia amount to USD 2,000.0m (2009 - USD 1,896.9m). Segment assets are allocated to countries based on where the assets are located.
Reportable segments’ assets are reconciled to total assets as follows:
| Total operating segment assets Unallocated/corporate assets: Deferred tax assets Current tax assets Cash and cash equivalents Current and non-current investments Current and non-current derivative assets Other Total assets as per balance sheet |
Full-year 2010 2009 $000 $000 2,264,497 2,131,668 46,821 69,010 8,924 14,680 278,651 180,422 6,123 17,178 57,553 27,886 73,547 11,033 |
|---|---|
| 2,690,455 2,497,538 |
11 TRENDS IN PERFORMANCE (Appendix 4E item 14.5)
Refer to attached Market Announcement.
12 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 attached Market Announcement.
13 SUBSIDIARIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)
| 13 SUBSIDIARIES ACQUIRED O 10) |
R DISPOSED OF DURIN | G THE PERIOD( |
|---|---|---|
| Acquired | I-nvestor Holdings A/S | HBOS Employee |
| Equity Solutions | ||
| Date control gained | 25 August 2009 | 28 January 2010 |
| $000 | $000 | |
| Contribution to profit/(loss) after tax | Immaterial | Immaterial |
| in current period, where material | ||
| Profit/(Loss) after tax during the | ||
| whole of the previous corresponding | ||
| period, where material | Immaterial | Immaterial |
There were no entities disposed of in the year ended 30 June 2010.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
14 ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)
| Name | Place of | Principal activity | Ownership | Ownership | Consolidated | Consolidated |
|---|---|---|---|---|---|---|
| incorporation | interest | carrying | amount | |||
| Jun | Jun | Jun | Jun | |||
| 2010 | 2009 | 2010 | 2009 | |||
| % | % | $000 | $000 | |||
| Joint Ventures | ||||||
| Japan Shareholder Services | Japan | Investor Services | 50.0 | 50.0 | 1,395 | 1,591 |
| Computershare Pan Africa | ||||||
| Holdings (Pty) Limited | Mauritius | Investor Services | 60.0 | 60.0 | 9 | 10 |
| Computershare Pan Africa | ||||||
| Ghana Ltd | Ghana | Investor Services | 60.0 | - | - | - |
| Computershare Pan Africa | ||||||
| Nominees Ghana Ltd | Ghana | Investor Services | 60.0 | - | - | - |
| Associates | ||||||
| Registrar Nikoil Company JSC | Russia | Investor Services | 40.0 | 40.0 | 6,035 | 5,206 |
| Expandi Limited | United Kingdom | Investor Services | 25.0 | - | - | - |
| Netpartnering Limited | United Kingdom | Investor Services | 25.0 | 25.0 | 2,601 | 2,995 |
| Technology | ||||||
| Milestone Group Pty Ltd | Australia | Services | 20.0 | 20.0 | 7,820 | 4,699 |
| Intellectual | ||||||
| Janosch Film & Medien AG | Germany | Property | 27.5 | 49.6 | - | - |
| Investment | ||||||
| Fonterelli GmbH & Co. KGaA | Germany | Management | 49.0 | 49.0 | 973 | 1,243 |
| Asset Checker Limited | United Kingdom | Investor Services | 50.0 | 50.0 | 3 | 54 |
| Technology | ||||||
| Chelmer Limited | New Zealand | Services | 50.0 | 50.0 | - | - |
| Computershare Investor | ||||||
| Services Ltd (Channel | ||||||
| Islands)* | United Kingdom | Investor Services | - | 50.0 | - | 8 |
| Computershare Trustees | ||||||
| Limited (Channel Islands)* | United Kingdom | Investor Services | - | 50.0 | - | - |
| Computershare Nominees | ||||||
| Limited (Channel Islands)* | United Kingdom | Investor Services | - | 50.0 | - | - |
| Reach Investor Solutions | Australia | Investor Services | 35.0 | - | 341 | - |
Note: Computershare Channel Islands companies became subsidiaries of Computershare Group as the remaining 50% ownership was acquired in January 2010. Contribution to profit/(loss) after tax in current period as well as the previous corresponding period is immaterial.
The share of net profit of associates and joint ventures accounted for using the equity method for the year ended 30 June 2010 is a profit of USD 2.6 million (2009: USD 0.2 million loss).
15 OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)
Refer to attached Market Announcement.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
16 RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| Net profit after income tax Adjustments for non-cash income and expense items: Depreciation and amortisation Net (gain)/loss on sale of assets Share of net profit of associates accounted for using equity method Fair Value Adjustment to Financial Instruments Employee benefits – share based payments VEM write downs Changes in assets and liabilities: (Increase)/decrease in accounts receivable (Increase)/decrease in net tax assets (Increase)/decrease in inventory (Increase)/decrease in prepayments and other assets Increase/(decrease) in payables and provisions Net cash inflow from operating activities |
2010 2009 $000 $000 301,376 259,849 71,693 48,236 1,286 (7,471) (2,637) (205) (1,215) 3,315 20,944 14,489 - 14,562 (32,633) (2,547) 26,881 10,020 (1,252) 3,119 (4,066) (885) 34,079 (987) |
|---|---|
| 414,456 341,495 |
17 AUDIT STATUS (Appendix 4E item 15)
This report is based on accounts which are in the process of being audited.
18 COMMENTARY ON RESULTS (Appendix 4E item 14)
Refer to attached Market Announcement.
19 SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)
Refer to attached Market Announcement.
20 BUSINESS COMBINATIONS
In accordance with accounting policy, the acquisition accounting for the Kurtzman Carson Consultants LCC, MobiTED GmbH, National City Bank TA business and I-nvestor Holdings A/S business combinations have been finalised. The acquisition accounting for these business combinations has been finalised with the recognition of intangible assets separately from goodwill of USD 58.5 million.
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