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COMPUTERSHARE LIMITED. Annual Report 2018

Aug 14, 2018

64696_rns_2018-08-14_5287b8ce-3c6a-4727-8736-a902f426c35e.pdf

Annual Report

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ASX PRELIMINARY FINAL REPORT

Computershare Limited

ABN 71 005 485 825

30 JUNE 2018

Lodged with the ASX under Listing Rule 4.3A

Contents

Contents
Results for announcement to the market 2
Appendix 4E item 2
Preliminary consolidated statement of comprehensive income 4
Appendix 4E item 3
Preliminary consolidated statement of financial position 5
Appendix 4E item 4
Preliminary consolidated statement of changes in equity 6
Preliminary consolidated statement of cash flows 7
Appendix 4E item 5
Supplementary Appendix 4E information
8
Appendix 4E item 6 to 13

This report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial statements are presented in United States dollars (unless otherwise stated).

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2018 (Previous corresponding period year ended 30 June 2017)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom continuing operations up
8.7%
to
2,289,889
(Appendix 4E item 2.1)
Profit/(loss)after tax attributable to members up
12.6%
to
300,064
(Appendix 4E item 2.2)
Net profit/(loss)for the period attributable to members up 12.6% to 300,064
(Appendix 4E item 2.3)
Dividends Amount per security Franked amount
(Appendix 4E item 2.4) per security
Final dividend AU 21 cents AU 21 cents
Interim dividend AU 19 cents AU 0 cents

Record date for determining entitlements to the final dividend (Appendix 4E item 2.5) 22 August 2018

Explanation of revenue (Appendix 4E item 2.6)

Total revenue from continuing operations for the year ended 30 June 2018 was $2,289.9 million, an increase of 8.7% over the corresponding period. The US region was the main driver of growth with large events and margin income benefiting stakeholder relationship management, class actions and corporate actions. There was also a 15% uplift in US mortgage servicing driven by our focus on the key priorities and growth opportunities that have continued to build scale within the business.

Register maintenance revenues were slightly down for the year with positive contributions from Switzerland, the UK and Hong Kong being more than offset by declines in the US, Australia and Germany. In addition to the strong performance of the US region, corporate activity in Hong Kong and Ireland showed modest improvement in the year. India’s mutual fund administration support services (business services) was up, driven by higher levels of assets under management. Plan managers was flat for the year as improved transactional activity in Hong Kong and Continental Europe was offset by lower activity in Canada and the US.

Margin income increased during the period primarily driven by interest rate increases in the US and higher average client balances. The stronger British pound, Australian dollar and Canadian dollar relative to the prior period improved the translated contribution in those regions.

Explanation of profit/(loss) from ordinary activities after tax (Appendix 4E item 2.6)

Net statutory profit after tax attributable to members was $300.1 million, an increase of 12.6% over the

corresponding period. This was supported by higher margin income and an improved operating performance in the US with growth in US mortgage services and solid event activity in class actions, corporate actions and stakeholder relationship management.

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2018 (Previous corresponding period year ended 30 June 2017)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

The Group’s income tax expense for the year ended 30 June 2018 was significantly lower than the previous corresponding period as it included a one-off $44.7 million income tax credit due to the US Tax Cuts and Jobs Act 2017 which became effective on 1 January 2018. The key change was the reduction of the federal corporate tax rate from 35% to 28% for Computershare’s financial year ended 30 June 2018 and to 21% for years beginning after 30 June 2018, which required a restatement of the US deferred tax balances. The current period’s tax expense also included the effect of changes in tax rates other than due to US tax reform and a oneoff Australian foreign income accruals regime tax payable due to the acquisition of Equatex.

Overall, the current period’s net profit after tax showed an improvement over the 30 June 2017 result, despite the non-recurrence of significant items such as the $48.8 million gain on the sale of the Group’s headquarters in Melbourne, Australia and the disposal of the Company’s investment in INVeSHARE recorded in the prior period.

Explanation of net profit/(loss) (Appendix 4E item 2.6)

Please refer above.

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 2017 was declared on 16 August 2017 and paid on 18 September 2017. This was an ordinary unfranked dividend of AU 19 cents per share, amounting to AUD 103,727,282 ($80,470,502).

An interim dividend was declared on 14 February 2018 and paid on 16 March 2018. This was an ordinary unfranked dividend of AU 19 cents per share, amounting to AUD 103,137,695 ($80,013,107).

A final dividend in respect of the year ended 30 June 2018 was declared by the directors of the Company on 15 August 2018, to be paid on 17 September 2018. This is an ordinary dividend of AU 21 cents per share, franked to 100%. As the dividend was not declared until 15 August 2018, a provision was not recognised as at 30 June 2018.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2018

FOR THE YEAR ENDED 30 JUNE 2018
Note
Revenue from continuing operations
Sales revenue
Other revenue
Total revenue from continuing operations
Other income
Expenses
Direct services
Technology costs
Corporate services
Finance costs
Total expenses
Share of net profit/(loss) of associates and joint ventures accounted for using
the equity method
11
Profit before related income tax expense
Income tax expense/(credit)
5
Profit for the year
Other comprehensive income that may be reclassified to profit or
loss
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 other comprehensive income for the year, net of tax
Total comprehensive income for the year
Profit for the year attributable to:
Members of Computershare Limited
Non-controlling interests
Total comprehensive income for the year attributable to:
Members of Computershare Limited
Non-controlling interests
Basic earnings per share (cents per share)
3
Diluted earnings per share (cents per share)
3
2018
2017
$000
$000
2,282,728
2,100,811
7,161
4,951
2,289,889
2,105,762
11,218
62,365
1,537,138
1,438,887
284,302
286,432
27,951
23,145
62,117
54,394
1,911,508
1,802,858
297
655
389,896
365,924
81,567
94,223
308,329
271,701
(15)
11
44
-
(13,657)
5,680
2,711
(4,078)
(10,917)
1,613
297,412
273,314
300,064
266,395
8,265
5,306
308,329
271,701
291,009
266,919
6,403
6,395
297,412
273,314
55.17 cents
48.76 cents
55.05 cents
48.68 cents

The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.

  • 4 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

AS AT 30 JUNE 2018
Note
CURRENT ASSETS
Cash and cash equivalents
Bank deposits
Receivables
Loan servicing advances
Available-for-sale financial assets
Other financial assets
Inventories
Current tax assets
Derivative financial instruments
Other current assets
Assets classified as held for sale
10
Total current assets
NON-CURRENT ASSETS
Receivables
Investments accounted for using the equity method
11
Available-for-sale financial assets
Property, plant and 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
Mortgage servicing related liabilities
Liabilities directly associated with assets classified as held for sale
10
Other liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Payables
Interest bearing liabilities
Deferred tax liabilities
Provisions
Derivative financial instruments
Deferred consideration
Mortgage servicing related liabilities
Other liabilities
Total non-current liabilities
Total liabilities
Net assets
EQUITY
Contributed equity
8
Reserves
Retained earnings
15
Total parent entity interest
Non-controlling interests
Total equity
2018
2017
$000
$000
500,888
489,917
6,539
6,505
428,973
422,805
156,689
217,752
4,361
1,583
16,517
19,396
3,844
3,748
2,236
4,026
1,791
470
40,079
28,417
79,999
57,082
1,241,916
1,251,701
152
49
26,770
11,021
26,566
34,391
115,249
109,897
145,654
178,675
4,263
19,440
2,327,626
2,341,856
2,646,280
2,695,329
3,888,196
3,947,030
442,270
433,973
427,292
117,228
42,319
44,816
50,746
46,616
88
3,653
29,432
21,914
27,740
25,323
69,639
57,413
2,083
2,205
1,091,609
753,141
2,842
4,300
1,053,844
1,455,837
193,026
258,251
24,762
26,635
5,333
3,374
26,110
48,953
154,404
157,347
2,869
2,164
1,463,190
1,956,861
2,554,799
2,710,002
1,333,397
1,237,028
-
-
(148,098)
(98,487)
1,455,187
1,315,607
1,307,089
1,217,120
26,308
19,908
1,333,397
1,237,028

The above consolidated statement of financial position should be read in conjunction with the accompanying notes.

  • 5 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2018

Attributable to members of Computershare Limited

Note
Total equity at 1 July 2017
Profit for the year
Available-for-sale financial assets
Cash flow hedges
Exchange differences on translation
of foreign operations
Income tax (expense)/credits
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Dividends provided for or paid
Share buy-back
8
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2018
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests Total Equity
$000
$000
$000
$000
$000
$000
-
(98,487)
1,315,607
1,217,120
19,908
1,237,028
-
-
300,064
300,064
8,265
308,329
-
(15)
-
(15)
-
(15)
-
44
-
44
-
44
-
(11,795)
-
(11,795)
(1,862)
(13,657)
-
2,711
-
2,711
-
2,711
-
(9,055)
300,064
291,009
6,403
297,412
-
-
(160,484)
(160,484)
(3)
(160,487)
-
(38,533)
-
(38,533)
-
(38,533)
-
(20,158)
-
(20,158)
-
(20,158)
-
18,135
-
18,135
-
18,135
-
(148,098)
1,455,187
1,307,089
26,308
1,333,397

Attributable to members of Computershare Limited

Total equity at 1 July 2016
Profit for the year
Available-for-sale financial assets
Exchange differences on translation
of foreign operations
Income tax (expense)/credits
Total comprehensive income for
the year
Transactions with owners in
their capacity as owners:
Dividends provided for or paid
Share buy-back
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2017
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests Total Equity
$000
$000
$000
$000
$000
$000
-
(95,872)
1,188,890
1,093,018
13,515
1,106,533
-
-
266,395
266,395
5,306
271,701
-
11
-
11
-
11
-
4,591
-
4,591
1,089
5,680
-
(4,078)
-
(4,078)
-
(4,078)
-
524
266,395
266,919
6,395
273,314
-
-
(139,678)
(139,678)
(2)
(139,680)
-
(3,458)
-
(3,458)
-
(3,458)
-
(15,105)
-
(15,105)
-
(15,105)
-
15,424
-
15,424
-
15,424
-
(98,487)
1,315,607
1,217,120
19,908
1,237,028

The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.

  • 6 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2018

Note
CASH FLOWS FROM OPERATING ACTIVITIES
Receipts from customers
Payments to suppliers and employees
Loan servicing advances (net)
Dividends received from associates, joint ventures and equity securities
Interest paid and other finance costs
Interest received
Income taxes paid
Net operating cash flows
6(a)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for purchase of controlled entities and businesses (net of cash acquired)
and intangible assets including MSRs
Proceeds from sale of property, plant and equipment
(Payments for)/proceeds from disposal of associates and joint ventures
Proceeds from/(payments for) investments
Payments for property, plant and equipment
Net investing cash flows
CASH FLOWS FROM FINANCING ACTIVITIES
Payment for purchase of ordinary shares - share based awards
Proceeds from borrowings
6(b)
Repayment of borrowings
6(b)
Loan servicing borrowings (net)
6(b)
Dividends paid - ordinary shares (net of dividend reinvestment plan)
Purchase of ordinary shares - dividend reinvestment plan
Dividends paid to non-controlling interests in controlled entities
Payments for on-market share buy-back
Repayment of finance leases
6(b)
Net financing cash flows
Net increase/(decrease) 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 year*
2018
2017
$000
$000
2,390,107
2,201,306
(1,794,529)
(1,670,948)
61,063
37,387
4,337
2,469
(63,014)
(56,136)
2,968
2,912
(86,881)
(59,308)
514,051
457,682
(121,164)
(110,700)
-
66,240
(11,866)
23,786
3,776
1,489
(39,361)
(34,215)
(168,615)
(53,400)
(20,158)
(15,105)
1,337,297
466,047
(1,353,618)
(680,565)
(75,697)
(13,586)
(150,116)
(129,672)
(10,368)
(10,006)
(3)
(2)
(38,533)
(3,458)
(5,390)
(30,071)
(316,586)
(416,418)
28,850
(12,136)
510,683
526,575
(4,864)
(3,756)
534,669
510,683

*Cash and cash equivalents at 30 June 2018 includes $33.8 million (2017: $20.8 million) cash presented in the assets classified as held for sale line item in the consolidated statement of financial position.

The above consolidated statement of cash flows should be read in conjunction with the accompanying notes.

  • 7 -

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 financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).

Where necessary, comparative figures have been adjusted to comply with the changes in presentation in the current period.

The principal accounting policies adopted in the preparation of the financial statements are consistent with those of the previous financial year.

2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD

Refer to the Market Announcement and Management Presentation dated 15 August 2018 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. EARNINGS PER SHARE (Appendix 4E item 14.1)

Year ended 30 June 2018
Earnings per share (cents per share)
Reconciliation of earnings
Profit for the year
Non-controlling interest (profit)/loss
Add back management adjustment items (see
below)
Net profit attributable to the members of
Computershare Limited
Weighted average number of ordinary shares
used as denominator in calculating earnings per
share
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
55.17 cents
55.05 cents
63.38 cents
63.24 cents
$000
$000
$000
$000
308,329
308,329
308,329
308,329
(8,265)
(8,265)
(8,265)
(8,265)
-
-
44,631
44,631
300,064
300,064
344,695
344,695
543,874,751
545,090,537
543,874,751
545,090,537
  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Year ended 30 June 2017 Basic EPS Diluted EPS Diluted EPS Management Management
Basic EPS Diluted EPS
Earnings per share (cents per share) 48.76 cents 48.68 cents 54.41 cents 54.32 cents
Reconciliation of earnings $000 $000 $000 $000
Profit for the year 271,701 271,701 271,701 271,701
Non-controlling interest (profit)/loss (5,306) (5,306) (5,306) (5,306)
Add back management adjustment items (see
below) - - 30,877 30,877
Net profit attributable to the members of
Computershare Limited 266,395 266,395 297,272 297,272
Weighted average number of ordinary shares
used as denominator in calculating earnings per 546,330,942 547,259,360 546,330,942 547,259,360
share
Reconciliation of weighted average number of shares used as the denominator:
2018 2017
Number Number
Weighted average number of ordinary shares used as the denominator in calculating
basic earnings per share 543,874,751 546,330,942
Adjustments for calculation of diluted earnings per share:
Performance rights 1,215,786 928,418
Weighted average number of ordinary shares and potential ordinary shares used as
the denominator in calculating diluted earnings per share 545,090,537 547,259,360

The weighted average number of potential dilutive ordinary shares excludes 533,458 performance rights (2017: 1,880,713) as they are not dilutive for the year ended 30 June 2018. These performance rights could potentially dilute basic earnings per share in the future.

No employee performance rights have been issued since year end.

For the year ended 30 June 2018 management adjustment items were as follows:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition accounting adjustments
Acquisition and disposal related expenses
One-off accruals regime tax payable due to acquisition of Equatex
Tax on expected disposal of Karvy
Other
Restatement of deferred tax balances due to US tax reform
Put option liability re-measurement
Major restructuring costs
Voucher Services impairment
Marked to market adjustments – derivatives
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(52,432)
15,427
(37,005)
(7,606)
-
(7,606)
(5,694)
281
(5,413)
-
(5,244)
(5,244)
-
(3,777)
(3,777)
-
44,692
44,692
(13,577)
-
(13,577)
(19,904)
6,528
(13,376)
(3,621)
-
(3,621)
217
79
296
(102,617)
57,986
(44,631)
  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Management Adjustment Items

Management adjustment items net of tax for the year ended 30 June 2018 were as follows:

Amortisation

  • Customer contracts and other intangible assets that are recognised on business combinations or major asset acquisitions are amortised over their useful life in the statutory results but excluded from management earnings. The amortisation of these intangibles in the year ended 30 June 2018 was $37.0 million. Amortisation of intangibles purchased outside of business combinations (e.g. mortgage servicing rights) is included as a charge against management earnings.

Acquisitions and disposals

  • An expense of $7.6 million was recognised for re-measurement of contingent consideration payable to the sellers of RicePoint Administration Inc., Capital Markets Cooperative, LLC and Homeloan Management Limited.

  • Acquisition related expenses of $5.1 million were incurred, mainly associated with the acquisition of Equatex Group Holding AG (Equatex). Disposal related expenses of $0.4 million were incurred in relation to Karvy Computershare Private Limited (Karvy).

  • Pursuant to the Australian foreign income accruals taxation rules, tax expense of $5.2 million was booked as a result of signing the agreement to acquire Equatex in May 2018.

  • A deferred tax expense of $3.8 million was booked with regard to the carrying value of the Indian venture Karvy as it is expected that the value of this investment will be recovered through sale. The associated accounting gain on disposal will only be recognised once the disposal is completed.

Other

  • A restatement of deferred tax balances due to the US tax reform resulted in a tax benefit of $44.7 million (refer to note 5).

  • The put option liability re-measurement resulted in a loss of $13.6 million related to the Karvy joint venture arrangement in India.

  • Costs of $13.4 million were incurred in relation to the major operations rationalisation underway in Louisville, USA, and the progress of the shared services and technology components of the structural cost-out programmes.

  • As the remaining forecast cash flows of Computershare’s Voucher Services continue being realised, an impairment charge of $3.6 million was booked against goodwill related to this business. It is expected that the remaining goodwill of $11.8 million associated with Voucher Services will be written off in the coming years.

  • Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss in the statutory results. The marked to market valuation resulted in a gain of $0.3 million.

  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

For the year ended 30 June 2017 management adjustment items were as follows:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Gain on disposals
Acquisition related restructuring costs
Acquisition accounting adjustments
Acquisition related expenses
Other
Major restructuring costs
Voucher Services impairment
Put option liability re-measurement
Marked to market adjustments – derivatives
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(59,928)
20,626
(39,302)
52,764
(3,926)
48,838
(1,836)
393
(1,443)
1,316
(260)
1,056
(891)
225
(666)
(33,638)
13,161
(20,477)
(11,315)
-
(11,315)
(7,080)
-
(7,080)
(693)
205
(488)
(61,301)
30,424
(30,877)

4. SEGMENT INFORMATION (Appendix 4E 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 chief operating decision maker (CEO) in the current financial year. The Group has determined the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.

There are seven operating segments. Six of them are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA (United Kingdom, Channel Islands, Ireland & Africa) and the United States of America. In addition, Technology and Other segment comprises the provision of software specialising in share registry and financial services. It is also a research and development function, for which discrete financial information is reviewed by the CEO.

In each of the six geographic segments the consolidated entity offers a combination of its core products and services: investor services, business services, plan services, communication services and stakeholder relationship management services. Investor services comprise the provision of registry maintenance and related services. Business services comprise the provision of bankruptcy, class action and utilities administration services, voucher services, corporate trust services and mortgage servicing activities. Plan services comprise the provision of administration and related services for employee share and option plans. Communication services comprise laser imaging, intelligent mailing, inbound process automation, scanning and electronic 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 securities industry participants.

Corporate function includes entities whose main purpose is to hold intercompany investments and conduct financing activities. It is not considered an operating segment and includes activities that are not allocated to other operating segments.

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

OPERATING SEGMENTS

June 2018
Total segment revenue
and other income
External revenue and
other income
Intersegment revenue
Management adjusted
EBITDA
June 2017
Total segment revenue and
other income
External revenue and other
income
Intersegment revenue
Management adjusted
EBITDA
Asia
Australia
& New
Zealand
Canada
Continental
Europe
Technology &
Other
UCIA
United
States
Total
$000
$000
$000
$000
$000
$000
$000
$000
161,481
242,869
183,184
106,755
263,708
484,606 1,108,564 2,551,167
156,762
242,122
180,687
105,861
18,715
482,407 1,105,129 2,291,683
4,719
747
2,497
894
244,993
2,199
3,435
259,484
55,868
34,479
81,029
18,807
16,979
103,519
312,645
623,326

142,637
252,086
170,949
93,465
224,532
448,924
998,084
2,330,677

138,274
251,091
168,960
92,741
15,601
445,641
994,362
2,106,670
4,363
995
1,989
724
208,931
3,283
3,722
224,007
48,857
38,094
75,958
20,301
20,708
85,579
247,493
536,990

Segment revenue

The revenue reported to the CEO is measured in a manner consistent with that of the statement of comprehensive income. 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.

Segment revenue reconciles to total revenue from continuing operations as follows:

Total operating segment revenue and other income
Intersegment eliminations
Corporate revenue and other income
Total revenue from continuing operations
2018
2017
$000
$000
2,551,167
2,330,677
(259,484)
(224,007)
(1,794)
(908)
2,289,889
2,105,762
  • 12 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Management adjusted EBITDA

Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits better analysis of the Group’s performance on a comparative basis and provides a better measure of underlying operating performance.

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 related income tax effect):
Amortisation of intangible assets
Acquisition accounting adjustments
Acquisition and disposal related expenses
Put option liability re-measurement
Major restructuring costs
Voucher Services impairment
Marked to market adjustments - derivatives
Gain on disposals
Acquisition related restructuring costs
Total management adjustment items (note 3)
Finance costs
Other amortisation and depreciation
Profit before income tax from continuing operations
2018
2017
$000
$000
623,326
536,990
(680)
3,801
622,646
540,791
(52,432)
(59,928)
(7,606)
1,316
(5,694)
(891)
(13,577)
(7,080)
(19,904)
(33,638)
(3,621)
(11,315)
217
(693)
-
52,764
-
(1,836)
(102,617)
(61,301)
(62,117)
(54,394)
(68,016)
(59,172)
389,896
365,924

5. RECONCILIATION OF INCOME TAX EXPENSE

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:
Restatement of deferred tax balances due to US tax reform
Withholding tax not creditable
Effect of changes in tax rates (excluding US tax reform)
One-off accruals regime tax payable due to acquisition of Equatex
Tax on expected disposal of Karvy
Variation in tax rates of foreign controlled entities
Prior year tax (over)/under provided
Disposal of Australian head office premises and redemption of investment in INVeSHARE
Net other
Income tax expense
2018
2017
$000
$000
389,896
365,924
116,969
109,777
(44,692)
-
9,142
3,718
(6,538)
4,950
5,244
-
3,777
-
(2,201)
(874)
(1,739)
1,444
-
(13,854)
1,605
(10,938)
81,567
94,223
  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

US tax reform

Pursuant to the Tax Cuts and Jobs Act of 2017, the US federal corporate income tax rate was reduced from 35% to 28% for the year ended 30 June 2018 and to 21% for the subsequent years. Consequently, deferred tax asset and liability balances as at 30 June 2018 were restated using the new rates, giving rise to a tax benefit of $44.7 million.

In the financial year ending 30 June 2019, the net impact of the further reduction in the US federal corporate income tax rate together with the introduction of new taxes and the reduction or cessation of certain US tax deductions is not expected to be material.

Australian thin capitalisation

The Group has renewed an existing bilateral advance pricing arrangement with the Australian Taxation Office (ATO) and Her Majesty’s Revenue and Customs in relation to remuneration to be paid to the Australian Group from its ownership and licensing of certain intangible assets. As part of that process, the ATO undertook collateral review activities and issued a draft position paper challenging the inclusion of these intangible assets in the thin capitalisation calculation used by the Australian Group to determine the amount of tax deductible interest on Australian borrowings between 1 July 2010 and 30 June 2014. Computershare disagrees with the ATO’s views and responded to the draft position paper in September 2017. If the ATO maintains its views, Computershare intends to vigorously defend its position. This process may take some years to resolve. As the Group does not expect to pay additional tax related to this matter, no provision was recognised at 30 June 2018. If Computershare is unsuccessful in defending its position, the maximum potential primary tax liability in respect of the period from 1 July 2010 to 30 June 2018 excluding interest is estimated at $46.6 million.

6. CASH FLOW INFORMATION

(a) 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 asset disposals and asset write-downs
Contingent consideration re-measurement
Gain on acquisition
Share of net (profit)/loss of associates and joint ventures accounted for using equity method
Employee benefits – share based expense
Impairment charge – Voucher Services
Fair value adjustments
Changes in assets and liabilities:
(Increase)/decrease in receivables
(Increase)/decrease in inventories
(Increase)/decrease in loan servicing advances
(Increase)/decrease in other current assets
Increase/(decrease) in payables and provisions
Increase/(decrease) in tax balances
Net cash and cash equivalents from operating activities
2018
2017
$000
$000
308,329
271,701
120,450
119,100
(26)
(52,237)
7,606-
-
(1,316)
(297)
(655)
17,564
15,028
3,621
11,315
13,360
7,773
(26,577)
(47,634)
(144)
797
61,063
37,387
(11,681)
1,340
26,105
60,168
(5,322)
34,915
514,051
457,682
  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

(b) Reconciliation of liabilities arising from financing activities



Opening balance at 1 July 2017
Cash flows
Non-cash changes:
Fair value adjustments
Transfers and other
Currency translation difference
Balance at 30 June 2018
Current
borrowings
Non-
current
borrowings
Current
lease
liabilities
Non-
current
lease
liabilities
Cross
currency
swap
Total
$000
$000
$000
$000
$000
$000
111,865
1,451,176
5,363
4,661
2,723
1,575,788
(103,756)
23,020
(5,141)
(249)
(11,282)
(97,408)
(147)
(14,687)
-
-
9,174
(5,660)
414,527
(417,821)
3,458
(2,360)
-
(2,196)
1,187
10,154
(64)
(50)
(615)
10,612
423,676
1,051,842
3,616
2,002
-
1,481,136

7. BUSINESS COMBINATIONS

There have been no business combinations completed during the year ended 30 June 2018.

In accordance with the accounting policy, the acquisition accounting for Six Securities Services AG has been finalised. Intangible assets of $4.2 million have been reclassified out of goodwill.

On 15 May 2018, the Group entered into an agreement to acquire 100% of Equatex Group Holding AG, a leading European employee share plan administration business headquartered in Zurich, Switzerland. The agreed cash consideration is EUR 354.5 million to be paid on completion from Computershare’s existing cash and debt facilities. The acquisition is subject to regulatory approvals, which are expected to be obtained within six months.

8. CONTRIBUTED EQUITY (Appendix 4E item 14.2)

On 16 August 2017, Computershare announced an on-market buy-back of shares with an aggregate value of up to AUD 200.0 million for capital management purposes. The buy-back commenced on 30 August 2017.

From 30 August 2017 until 30 June 2018, the Company purchased and cancelled 3,370,142 ordinary shares at a total cost of AU$49.7 million (US$38.5 million) with an average price of AU$14.74 and a price range from AU$13.77 to AU$16.61.

Since the effect of share buy-backs over the years has reduced contributed equity to nil, a reserve has been created to reflect the excess value of shares bought over the original amount of subscribed capital.

There has been no issue of ordinary shares during the year ended 30 June 2018.

Movement in contributed equity

Movement in contributed equity
Balance at 1 July 2017
Share buy-back
Transfer to share buy-back reserve
Balance at 30 June 2018
Number of shares
$000
546,326,010
-
(3,370,142)
(38,533)
-
38,533
542,955,868
-
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

9. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF (Appendix 4E item 10)

There have been no legal entities acquired or sold in the current reporting period.

10. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

Assets classified as held for sale
Cash and cash equivalents
Intangibles
Receivables
Property, plant and equipment
Other current assets
Deferred tax assets
Total assets held for sale
Liabilities directly associated with assets classified as held for sale
Put option liability
Payables
Current tax liabilities
Provisions
Deferred tax liabilities
Total liabilities held for sale
2018
2017
$000
$000
33,781
20,766
19,383
7,847
18,569
19,104
8,115
8,684
151
157
-
524
79,999
57,082
56,568
45,684
10,290
9,915
1,782
1,107
637
707
362
-
69,639
57,413

Assets and liabilities classified as held for sale are measured at the lower of carrying amount and fair value less costs to sell at the time of the reclassification, and are presented separately within current assets and current liabilities in the consolidated statement of financial position.

On 3 August 2017, Computershare agreed to sell its 50% interest in the Indian venture Karvy. Completion is subject to regulatory approval as well as finalisation of terms with the prospective buyer and is expected to occur by 31 December 2018. Consequently, Karvy continues to be classified as a disposal group held for sale as at 30 June 2018.

  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

11. ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)

11. ASSOCIATES AND JOINT VENT URE ENTITIES(Appendix 4E item 11) URE ENTITIES(Appendix 4E item 11)
Name Place of incorporation Principal activity Ownership Consolidated
interest carrying amount
June June June June
2018 2017 2018 2017
% % $000 $000
Joint Ventures
Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 - -
Asset Checker Ltd United Kingdom Investor Services 50 50 - -
VisEq GmbH Germany Investor Services 66 66 45 54
Associates
SETL Development Limited1 United Kingdom Business Services 10.8 4 13,490 -
Expandi Ltd United Kingdom Investor Services 25 25 6,354 6,136
Milestone Group Pty Ltd Australia Technology Services 20 20 3,918 3,759
CVEX Group. Inc2 United States of America Investor Services 20 - 1,940 -
The Reach Agency Holdings Pty Ltd Australia Investor Services 46.5 46.5 1,023 1,072
Mergit s.r.l. Italy Technology Services **30 ** 30 - -
26,770 11,021

1 On 17 January 2018, Computershare’s investment in SETL Development Limited was transferred from available-for-sale financial assets to associates as the Group gained significant influence over this company by means of board representation.

2 On 27 February 2018, Computershare acquired a 20% interest in CVEX Group, Inc (CVEX). CVEX is an Alternative Trading System (ATS) leveraging blockchain technology.

The share of net profit/loss of associates and joint ventures accounted for using the equity method for the year ended 30 June 2018 is a $0.3 million profit (2017: $0.7 million profit).

12. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)

Refer to the Market Announcement and Management Presentation.

13. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 7)

Details of dividends declared or paid during or subsequent to the year ended 30 June 2018 are as follows:

Record date Payment date Type Amount
per
security
Total dividend Franked
amount per
security
Conduit
Foreign
Income
amount per
security
23 August 2017 18 September 2017 Final AU 19 cents AUD 103,727,282 AU 0.0 cents AU 19.0 cents
21 February 2018 16 March 2018 Interim AU 19 cents AUD 103,137,695 AU 0.0 cents AU 19.0 cents
22 August 2018 17 September 2018 Final AU 21 cents AUD 114,020,732* AU 21.0 cents AU 0.0 cents
  • Based on 542,955,868 shares on issue as at 15 August 2018

  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

14. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 8)

Computershare operates a Dividend Reinvestment Plan (DRP) which provides eligible shareholders with the opportunity to elect to take all or part of dividends in the form of shares in accordance with the DRP plan rules. Shares are provided under the plan free of brokerage and other transaction costs and will rank equally with all other ordinary shares on issue.

The DRP will apply to the final dividend declared on 15 August 2018 in respect of the FY18 financial year. Applications or notices received after 5.00pm (Melbourne time) on 23 August 2018 will not be effective for payment of this final dividend but will be effective for future dividend payments.

The DRP price for the final dividend will be equal to the arithmetic average of the daily volume weighted average market price (rounded to the nearest cent) of all shares sold through a normal trade on the ASX automated trading system during the DRP pricing period for this dividend, being 27 August 2018 to 7 September 2018 (inclusive). No discount will apply to the DRP price.

15. RETAINED EARNINGS (Appendix 4E item 6)

15. RETAINED EARNINGS(Appendix 4E item 6)
Retained earnings
Retained earnings at the beginning of the financial year
Ordinary dividends provided for or paid
Net profit/(loss) attributable to members of Computershare Limited
Retained earnings at the end of the financial year
2018
2017
$000
$000
1,315,607
1,188,890
(160,484)
(139,678)
300,064
266,395
1,455,187
1,315,607

16. NTA BACKING (Appendix 4E item 9)

16. NTA BACKING(Appendix 4E item 9)
2018 2017
Net tangible asset backing per ordinary share (2.15) (2.39)

17. COMMENTARY ON RESULTS (Appendix 4E item 14)

Refer to the Market Announcement and Management Presentation.

18. SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)

Refer to the Market Announcement and Management Presentation.

19. TRENDS IN PERFORMANCE (Appendix 4E item 14.5)

Refer to the Market Announcement and Management Presentation.

20. 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 Market Announcement and Management Presentation.

21. AUDIT STATUS (Appendix 4E item 15)

This report is based on accounts which are in the process of being audited.

  • 18 -