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COMPUTERSHARE LIMITED. — Annual Report 2020
Aug 10, 2020
64696_rns_2020-08-10_431e2e9f-c77b-44c7-908a-c84a5b5b0caa.pdf
Annual Report
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ASX PRELIMINARY FINAL REPORT
Computershare Limited
ABN 71 005 485 825
30 JUNE 2020
Lodged with the ASX under Listing Rule 4.3A
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 |
| Appendix 4E item 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 2020 (Previous corresponding period year ended 30 June 2019) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | ||||
|---|---|---|---|---|
| Revenuefrom continuing operations | down | 2.9% | to | 2,277,281 |
| (Appendix 4E item 2.1) | ||||
| Profit/(loss)after tax attributable to members | down | 44.0% | to | 232,657 |
| (Appendix 4E item 2.2) | ||||
| Net profit/(loss)for the period attributable to members | down | 44.0% | to | 232,657 |
| (Appendix 4E item 2.3) | ||||
| Dividends | Amount per security | Franked | amount per security | |
| (Appendix 4E item 2.4) | ||||
| Final dividend | AU 23 cents | AU 6.9 cents | ||
| Interim dividend | AU 23 cents | AU 6.9 cents |
Record date for determining entitlements to the final dividend (Appendix 4E item 2.5) 19 August 2020
Explanation of revenue (Appendix 4E item 2.6)
Total revenue from continuing operations for the year ended 30 June 2020 was $2,277.3 million, a decrease of 2.9% over the corresponding period. Margin income declined $47.1 million as a result of global interest rate cuts throughout the year driven by the COVID-19 pandemic and the UKAR fixed fee reduced by $42.3 million. Excluding these two items, revenues increased $20.6 million over the prior year.
Excluding margin income, Issuer Services revenues decreased primarily due to lower shareholder activity in the USA, whilst transactional activity for Stakeholder Relationship Management was also lower relative to FY19. This has been partly offset by an increase in corporate actions activity in Hong Kong and Australia.
Employee Share Plans revenues marginally increased reflecting annualised contribution from Equatex partly offset by lower transactional activity given the volatility in equity market conditions in the second half of the year. Voucher Services revenues also declined due to reduced parent numbers, reflecting the ongoing run-off of this business line.
Mortgage Services revenues increased due to continued growth in the servicing portfolio, higher co-issue and ancillary fees in the US, in addition to an annualised contribution from the LenderLive acquisition. This is partly offset by the reduction in the UKAR fixed fee and book run-off in the UK.
Excluding the revenue contribution from Karvy in FY19, Business Services revenue was modestly down against the prior comparative period. This was driven by lower Class Actions volumes partly offset by increased activity in the Bankruptcy business in the second half and underlying growth in Corporate Trust.
A weaker British pound, Australian dollar and Canadian dollar relative to the prior period reduced the translated revenue contribution from 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 $232.7 million, a decrease of 44% over the corresponding period. Excluding the gain on disposal of Karvy of $106.5 million recorded in the prior year, statutory profit after tax decreased $79.7 million, 26% down over the corresponding period. A decline in margin income due to lower global interest rates together with the reduction in the UKAR fixed fee has been partly negated by growth in US Mortgage Services, Corporate Actions and Bankruptcy.
- 2 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2020 (Previous corresponding period year ended 30 June 2019) RESULTS FOR ANNOUNCEMENT TO THE MARKET
Costs were up primarily due to higher amortisation from a larger owned MSR portfolio in US Mortgage Services. FY20 includes annualised costs for LenderLive and Equatex. This has been offset by the disposal of Karvy, lower temporary staff and travel costs together with the first year benefits from the cost out program in the UK mortgage services business.
The Group’s effective tax rate was higher than the prior period due to favourable one-off events in the year ended 30 June 2019 and the current period’s profit mix with more profits recorded in countries with higher tax rates.
The impact of AASB 16 adjustments on statutory net profit after tax was immaterial.
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 2019 was declared on 14 August 2019 and paid on 16 September 2019. This was an ordinary dividend of AU 23 cents per share, franked to 30%, amounting to AUD 124,864,490 ($83,864,241).
An interim dividend was declared on 12 February 2020 and paid on 19 March 2020. This was an ordinary dividend of AU 23 cents per share, franked to 30%, amounting to AUD 124,380,452 ($83,539,141).
A final dividend in respect of the year ended 30 June 2020 was declared by the directors of the Company on 11 August 2020, to be paid on 14 September 2020. This is an ordinary dividend of AU 23 cents per share, franked to 30%. As the dividend was not declared until 11 August 2020, a provision was not recognised as at 30 June 2020.
- 3 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2020
| FOR THE YEAR ENDED 30 JUNE 2020 | |
|---|---|
| Note Revenue from continuing operations Sales revenue Dividends received Interest received 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 10 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 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 |
2020 2019 $000 $000 2,271,512 2,341,247 2,142 1,333 3,627 3,423 |
| 2,277,281 2,346,003 3,905 123,025 1,540,471 1,544,961 313,731 294,445 36,535 33,575 66,325 66,689 |
|
| 1,957,062 1,939,670 239 (1,006) 324,363 528,352 91,632 109,397 |
|
| 232,731 418,955 |
|
| 12,023 7,967 (21,185) 6,793 116 711 |
|
| (9,046) 15,471 |
|
| 223,685 434,426 |
|
| 232,657 415,732 74 3,223 |
|
| 232,731 418,955 |
|
| 224,246 431,716 (561) 2,710 |
|
| 223,685 434,426 |
|
| 42.97 cents 76.57 cents 42.97 cents 76.42 cents |
The above consolidated statement of comprehensive income should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2020
| AS AT 30 JUNE 2020 | |
|---|---|
| Note CURRENT ASSETS Cash and cash equivalents Bank deposits Other financial assets Receivables Loan servicing advances Financial assets at fair value through profit or loss Inventories Current tax assets Prepayments Other current assets Total current assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method 10 Financial assets at fair value through profit or loss Property, plant and equipment Right-of-use assets 1 Deferred tax assets Intangibles Other non-current assets Total non-current assets Total assets CURRENT LIABILITIES Payables Borrowings Lease liabilities 1 Current tax liabilities Financial liabilities at fair value through profit or loss Provisions Deferred consideration Mortgage servicing related liabilities Other liabilities 1 Total current liabilities NON-CURRENT LIABILITIES Payables Borrowings Lease liabilities 1 Financial liabilities at fair value through profit or loss Deferred tax liabilities Provisions Deferred consideration Mortgage servicing related liabilities Other liabilities 1 Total non-current liabilities Total liabilities Net assets EQUITY Contributed equity 8 Reserves Retained earnings 14 Total parent entity interest Non-controlling interests Total equity |
2020 2019 $000 $000 597,313 561,346 - 6,335 59,943 67,096 422,519 483,301 267,016 281,458 21,925 24,247 5,113 4,654 17,979 26,950 36,757 42,171 3,426 3,510 |
| 1,431,991 1,501,068 2,184 2,639 10,670 11,126 39,713 102,400 110,094 136,612 180,032 - 161,153 139,179 3,052,826 2,782,680 1,088 9,251 |
|
| 3,557,760 3,183,887 |
|
| 4,989,751 4,684,955 |
|
| 500,702 489,915 287,410 72,594 43,159 1,931 73,170 35,330 3,456 3,265 64,898 45,170 8,045 15,487 43,766 35,024 - 2,345 |
|
| 1,024,606 701,061 |
|
| 1,052 6,632 1,742,410 1,955,980 158,910 5,804 - 744 227,342 217,589 25,188 22,902 9,536 16,310 210,388 178,596 - 5,266 |
|
| 2,374,826 2,409,823 |
|
| 3,399,432 3,110,884 |
|
| 1,590,319 1,574,071 |
|
| - - (172,496) (134,551) 1,761,188 1,706,427 |
|
| 1,588,692 1,571,876 1,627 2,195 |
|
| 1,590,319 1,574,071 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2020
Attributable to members of Computershare Limited
| Note Total equity at 1 July 2019 Change in accounting policy 1 Restated total equity at the beginning of the financial year Profit for the year 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 2020 |
Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 - (134,551) 1,706,427 1,571,876 2,195 1,574,071 - - (10,493) (10,493) - (10,493) |
|---|---|
| - (134,551) 1,695,934 1,561,383 2,195 1,563,578 |
|
| - - 232,657 232,657 74 232,731 - 12,023 - 12,023 - 12,023 - (20,550) - (20,550) (635) (21,185) - 116 - 116 - 116 |
|
| - (8,411) 232,657 224,246 (561) 223,685 |
|
| - - (167,403) (167,403) (7) (167,410) - (22,098) - (22,098) - (22,098) - (25,797) - (25,797) - (25,797) - 18,361 - 18,361 - 18,361 |
|
| - (172,496) 1,761,188 1,588,692 1,627 1,590,319 |
| Total equity at 1 July 2018 Change in accounting policy Restated total equity at the beginning of the financial year Profit for the year 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 Disposal of non-controlling interest Cash purchase of shares on market Share based remuneration Balance at 30 June 2019 |
Attributable to members of Computershare Limited Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 - (148,098) 1,455,187 1,307,089 26,308 1,333,397 - (263) (876) (1,139) - (1,139) |
|---|---|
| - (148,361) 1,454,311 1,305,950 26,308 1,332,258 |
|
| - - 415,732 415,732 3,223 418,955 - 7,967 - 7,967 - 7,967 - 7,306 - 7,306 (513) 6,793 - 711 - 711 - 711 |
|
| - 15,984 415,732 431,716 2,710 434,426 |
|
| - - (163,616) (163,616) (8,110) (171,726) - - - - (18,713) (18,713) - (21,671) - (21,671) - (21,671) - 19,497 - 19,497 - 19,497 |
|
| - (134,551) 1,706,427 1,571,876 2,195 1,574,071 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2020
| 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) Payments for intangible assets including MSRs Proceeds from sale of property, plant and equipment Proceeds from/(payments for) investments Payments for property, plant and equipment Proceeds from sale of subsidiaries and businesses (net of cash disposed) Net investing cash flows CASH FLOWS FROM FINANCING ACTIVITIES Payment for purchase of ordinary shares - share based awards Proceeds from borrowings Repayment of borrowings Loan servicing borrowings (net) 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 Lease principal payments 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 |
2020 2019 $000 $000 2,449,925 2,373,626 (1,761,805) (1,788,401) 14,442 (124,769) 2,496 1,470 (56,577) (73,089) 3,627 3,423 (43,303) (105,502) |
|---|---|
| 608,805 286,758 |
|
| (159,075) (445,201) (187,540) (101,822) - 2,837 6,795 (18,779) (24,043) (55,626) - 75,727 |
|
| (363,863) (542,864) |
|
| (25,797) (21,671) 786,985 2,175,760 (680,747) (1,792,144) (43,736) 103,047 (159,210) (155,468) (8,193) (8,148) (7) (8,110) (22,098) - (44,094) (4,021) |
|
| (196,897) 289,245 |
|
| 48,045 33,139 561,346 534,669 (12,078) (6,462) |
|
| 597,313 561,346 |
The above consolidated statement of cash flows 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 financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities is prepared in accordance with Australian Accounting Standards. The financial report also 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 with the exception of those discussed below.
(a) AASB 16 Leases
This note explains the impact of the adoption of AASB 16 Leases on the Group’s financial statements and discloses the new accounting policies that have been applied from 1 July 2019.
a) The Group’s leasing activities
The Group leases various properties, computer equipment, motor vehicles and other items of plant and equipment. Leases vary in contract term, with renewal at the option of the Group. The Group’s leases mainly relate to property.
b) How leases are accounted for under AASB 16
Until 30 June 2019, leases of property, plant and equipment were classified as either finance or operating leases. Payments made under operating leases (net of any incentives) were charged to profit or loss on a straight-line basis over the period of the lease.
From 1 July 2019, leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Each lease payment is allocated between the liability and interest expense. Interest expense is recognised on the lease liability using the effective interest method. The right-of-use asset is depreciated over the shorter of the asset's useful life and the lease term on a straight-line basis.
Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments:
-
fixed payments, less any lease incentives receivable
-
variable lease payments that depend on an index or rate
-
any amounts expected to be payable under residual value guarantees
-
the exercise price of a purchase option if the lessee is reasonably certain to exercise that option, and
-
payments of penalties for terminating the lease, if the lease term reflects the lessee exercising that option.
Lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an asset of similar value in a similar economic environment with similar terms and conditions.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Right-of-use assets are measured at cost comprising the following:
-
the amount of the initial measurement of lease liability
-
any lease payments made at or before the commencement date less any lease incentives received
-
any initial direct costs, and
-
restoration costs.
Payments associated with short-term leases and leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Lowvalue assets largely comprise IT equipment and small items of office furniture.
Extension and termination options are included in a number of leases across the Group. In determining the lease term, management considers all the facts and circumstances that create an economic incentive to exercise an extension option, or not to exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated).
c) Adjustments recognised on adoption of AASB 16
On adoption of AASB 16, the Group recognised lease liabilities in relation to leases which had previously been classified as operating leases under the principles of AASB 117 Leases. These liabilities were measured at the present value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate as of 1 July 2019.
Computershare has calculated incremental borrowing rates based on the risk-free rate relevant to the country and currency of the lease, considering the nature of the assets to which leases apply and matched to the lease term, plus an applicable margin based on country-specific credit rating assumptions.
The associated right-of-use assets were determined as follows:
-
Some of the Group’s largest property leases were measured on a retrospective basis as if the new standard had always been applied.
-
All other right-of use assets were measured at the amount equal to the lease liability, adjusted by the amount of any prepaid or accrued lease payments and lease inducements relating to that lease recognised as at 30 June 2019.
Where the Group calculated right-of-use assets on a retrospective basis, lease inducements were included in the calculation as if AASB 16 had always applied. As a result, the carrying value of associated lease inducements was reclassified to retained earnings on transition.
Identifying a lease within an arrangement requires exercise of judgement. An arrangement contains a lease where there is an identified asset and the customer has the right to obtain substantially all of the economic benefits from use of the asset and the right to direct the use of the asset.
When analysing global technology contracts, the Group considered office equipment, servers and other hardware, co-hosting sites, cables and routers included in network contracts and software. No leases have been identified for recognition other than server co-hosting sites, which have been included in the lease assets and liabilities recognised at 1 July 2019.
For leases previously classified as finance leases, the Group recognised the carrying amount of the lease asset and lease liability immediately before transition as the carrying amount of the right-of-use asset and the lease liability at the date of initial application.
In applying AASB 16 for the first time, the Group has applied the following practical expedients permitted by the standard:
-
use of a single discount rate to a portfolio of leases with reasonably similar characteristics
-
9 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
-
use of hindsight in determining the lease term where the contract contains options to extend or terminate the lease
-
accounting for operating leases with a remaining lease term of less than 12 months as at 1 July 2019 as short-term leases
-
exclusion of initial direct costs for the measurement of the right-of-use asset at the date of initial application.
d) Deferred tax on right-of-use assets and lease liabilities
Deferred tax is recognised in respect of temporary differences between the tax bases of right-of-use assets and lease liabilities and their carrying amounts in the consolidated financial statements. The Group considers the right-of-use asset and lease liability separately when calculating temporary differences and as a result deferred tax assets and liabilities are recognised at their gross amounts.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets and liabilities and when the deferred tax balances relate to the same taxation authority.
For temporary differences on leases with retrospective asset calculations, the difference between the lower lease asset and the higher lease liability recognised on 1 July 2019 was booked to retained earnings.
e) Impact on the financial statements
The Group has adopted AASB 16 using the modified retrospective approach on transition and accordingly has not restated comparative information. The reclassification and adjustments arising from the new leasing standard are therefore recognised in the opening balance sheet on 1 July 2019.
The following table shows the adjustments recognised in the opening balance sheet on 1 July 2019 for each individual line item:
| individual line item: | |
|---|---|
| Balance sheet (extract) Current assets Prepayments Non-current assets Property, plant and equipment Right-of-use assets Deferred tax assets Impact of changes on total assets Current liabilities Payables Lease liabilities Other liabilities Non-current liabilities Lease liabilities Deferred tax liabilities Other liabilities Impact of changes on total liabilities Impact of changes on net assets Retained earnings Impact of changes on total equity |
30 June 2019 AASB 16 impact 1 July 2019 Restated $000 $000 $000 42,171 (1,067) 41,104 136,612 (6,413) 130,199 - 207,717 207,717 139,179 40,640 179,819 |
| 240,877 | |
| 489,915 (1,437) 488,478 1,931 41,249 43,180 2,345 (2,345) - 5,804 182,252 188,056 217,589 36,917 254,506 5,266 (5,266) - |
|
| 251,370 | |
| (10,493) | |
| 1,706,427 (10,493) 1,695,934 |
|
| (10,493) |
Under the previous accounting standard, operating lease expenses were included within management EBITDA. Under AASB 16, lease expenses are recognised in the income statement as depreciation of right-of-use assets and interest expense arising from lease liabilities.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Compared to the previous accounting standard, the Group’s income statement and management EBITDA for the year ended 30 June 2020 were impacted as follows:
| year ended 30 June 2020 were impacted as follows: | |
|---|---|
| $000 | |
| Management EBITDA | 47,931 |
| Depreciation and amortisation | (41,927) |
| Finance costs | (6,945) |
| Profit before tax | (941) |
| Income tax | 228 |
| Profit for theyear | (713) |
Net operating cash flows increased under AASB 16 as the element of cash paid under lease arrangements attributable to the repayment of principal (previously included in the operating cash flows) is included in financing cash flows.
2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD
Refer to the Market Announcement and Management Presentation dated 11 August 2020 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 2020 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 Year ended 30 June 2019 Earnings per share (cents per share) Reconciliation of earnings Profit for the year Non-controlling interest (profit)/loss Less 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 42.97 cents 42.97 cents 56.12 cents 56.12 cents $000 $000 $000 $000 232,731 232,731 232,731 232,731 (74) (74) (74) (74) - - 71,185 71,185 |
|---|---|
| 232,657 232,657 303,842 303,842 |
|
| 541,420,844 541,420,844 541,420,844 541,420,844 Basic EPS Diluted EPS Management Basic EPS Management Diluted EPS 76.57 cents 76.42 cents 70.24 cents 70.10 cents $000 $000 $000 $000 418,955 418,955 418,955 418,955 (3,223) (3,223) (3,223) (3,223) - - (34,368) (34,368) |
|
| 415,732 415,732 381,364 381,364 |
|
| 542,955,868 543,996,500 542,955,868 543,996,500 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Reconciliation of weighted average number of shares used as the denominator:
| SUPPLEMENTARY APPENDIX 4E INFORMATION 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: Performance rights Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share |
2020 2019 Number Number 541,420,844 542,955,868 - 1,040,632 |
| 541,420,844 543,996,500 |
The weighted average number of potential dilutive ordinary shares excludes 1,730,608 performance rights (2019: 744,431) as they are not dilutive for the year ended 30 June 2020. 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 2020 management adjustment items include the following:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Acquisition related expenses Benefit of tax losses not previously recognised on Equatex acquisition One-off tax expense on Equatex IP restructure Acquisition accounting adjustments Other Major restructuring costs Marked to market adjustments – derivatives Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (57,856) 15,259 (42,597) (21,011) 5,355 (15,656) - 7,666 7,666 - 1,054 1,054 1,410 (371) 1,039 (25,972) 6,033 (19,939) (3,932) 1,180 (2,752) |
|---|---|
| (107,361) 36,176 (71,185) |
Management Adjustment Items
Management adjustment items net of tax for the year ended 30 June 2020 were as follows:
Amortisation
- Customer relationships and most of 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 2020 was $42.6 million. Amortisation of mortgage servicing rights, certain acquired software as well as intangibles purchased outside of business combinations is included as a charge against management earnings.
Acquisitions and disposals
-
Acquisition related expenses of $14.6 million were incurred related to the integration of Equatex and $1.1 million related to the acquisition of Corporate Creations.
-
A deferred tax asset of $7.7 million was recognised for tax losses not previously recognised on the Equatex acquisition.
-
A true-up of the one-off tax expense recognised as a result of the Equatex IP restructure in the prior financial year resulted in a tax benefit of $1.1 million.
-
A gain of $1.0 million resulted from an adjustment to prior period acquisition accounting.
-
12 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Other
-
Costs of $19.9 million were incurred in respect of major restructuring programmes spanning several years and comprising specified significant cost-out initiatives and related workforce reductions. In the current reporting period, these costs related mainly to UK Mortgage Services, Global Issuer Services and Shared Services.
-
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 loss of $2.8 million.
For the year ended 30 June 2019 management adjustment items were as follows:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Gain on disposal of Karvy Acquisition related expenses One-off tax expense on Equatex IP restructure Acquisition accounting adjustments Other Major restructuring costs Impairment charge - investments in associates Restatement of deferred tax balances due to significant US tax law changes Marked to market adjustments – derivatives Put option liability re-measurement True-up of US tax reform impact on foreign subsidiary profits Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (55,808) 15,734 (40,074) 106,456 (14) 106,442 (17,170) 3,595 (13,575) - (5,801) (5,801) (702) (11) (713) (19,891) 5,100 (14,791) (13,953) 442 (13,511) - 12,819 12,819 4,363 (1,310) 3,053 1,672 - 1,672 - (1,153) (1,153) |
|---|---|
| 4,967 29,401 34,368 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
4. SEGMENT INFORMATION (Appendix 4E item 14.4)
As previously announced, effective 1 July 2019, Computershare has changed its management structure and reporting from a regional to a global business model aligned to its product offering. This is intended to intensify customer focus, identify opportunities for new business and operating efficiencies and enhance the development of new products. Consequently, the change to the organisational structure has resulted in a change to the composition of operating segments.
In accordance with AASB 8 Operating Segments, the Group has identified its operating segments to be the following six global business lines:
-
a) Issuer Services
-
b) Mortgage Services & Property Rental Services
-
c) Employee Share Plans & Voucher Services
-
d) Business Services
-
e) Communication Services & Utilities
-
f) Technology Services
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management, corporate governance and related services. Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy bond protection services in the UK. Employee Share Plans & Voucher Services comprise the provision of administration and related services for employee share and option plans, together with Childcare Voucher administration in the UK. Business Services comprise the provision of bankruptcy, class actions and corporate trust administration services. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Technology Services comprise the provision of software specialising in share registry and financial services.
There is a corporate function which 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.
The operating segments presented reflect the manner in which the Group is internally managed and the financial information reported to the chief operating decision maker (CEO). 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. The key segment performance measure is based on earnings before interest, tax, depreciation and amortisation (management adjusted EBITDA). An additional measure of segment performance is management adjusted EBIT, which reflects management adjusted earnings before interest and tax. Management adjusted EBIT is of particular relevance to Mortgage Services & Property Rental Services as there are significant levels of amortisation included in management earnings for this business line.
Comparative segment information has been restated to reflect the Group’s new operating segments, including revenue by geography. Consequently, the segment information disclosed by geography is not entirely comparable to the information disclosed by geographic segment for the prior year.
- 14 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
OPERATING SEGMENTS
| June 2020 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: Asia Australia & New Zealand Canada Continental Europe UCIA United States Management Adjusted EBITDA Management adjusted depreciation and amortisation Management Adjusted EBIT June 2019 Total segment revenue and other income Intersegment revenue External revenue and other income Revenue by geography: Asia Australia & New Zealand Canada Continental Europe UCIA United States Management Adjusted EBITDA Management adjusted depreciation and amortisation Management Adjusted EBIT |
Issuer Services Employee Share Plans & Voucher Services Communic ation Services & Utilities Mortgage Services & Property Rental Services Business Services Technology Services Total $000 $000 $000 $000 $000 $000 $000 918,562 306,346 331,286 665,149 244,863 236,890 2,703,096 (23,813) (1,742) (162,465) - (1,246) (236,054) (425,320) |
|---|---|
894,749 304,604 168,821 665,149 243,617 836 2,277,776 |
|
| 79,928 32,612 - - - - 112,540 99,657 12,321 81,838 - - 858 194,674 74,557 18,752 7,776 - 84,623 33 185,741 44,745 8,830 33,843 - - - 87,418 102,625 175,619 6,669 226,413 14,209 (55) 525,480 493,237 56,470 38,695 438,736 144,785 - 1,171,923 |
|
| 894,749 304,604 168,821 665,149 243,617 836 2,277,776 |
|
| 260,481 65,707 30,798 141,202 88,181 19,367 605,736 (1,975) (3,612) (3,387) (70,777) (885) (17,646) (98,282) |
|
| 258,506 62,095 27,411 70,425 87,296 1,721 507,454 |
|
| 979,705 310,318 352,273 646,101 269,315 238,040 2,795,752 (27,855) (2,570) (174,488) - (2,625) (237,122) (444,660) |
|
| 951,850 307,748 177,785 646,101 266,690 918 2,351,092 |
|
| 72,977 29,051 - - 17,003 - 119,031 107,222 14,450 94,554 - - 871 217,097 80,118 20,522 6,879 - 87,529 36 195,084 52,913 21,025 29,739 - - 4 103,681 107,271 162,377 6,516 285,354 18,430 7 579,955 531,349 60,323 40,097 360,747 143,728 - 1,136,244 |
|
| 951,850 307,748 177,785 646,101 266,690 918 2,351,092 |
|
| 313,581 80,280 37,915 150,234 92,633 16,425 691,068 (3,008) (2,503) (3,282) (47,717) (869) (18,435) (75,814) 310,573 77,777 34,633 102,517 91,764 (2,010) 615,254 |
- 15 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
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 |
2020 2019 $000 $000 2,703,096 2,795,752 (425,320) (444,660) (495) (5,089) |
|---|---|
| 2,277,281 2,346,003 |
Management adjusted EBITDA and management adjusted EBIT
Management adjusted results are used, along with other measures, to assess operating business performance. The Group believes that exclusion of certain items permits a 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 and EBIT to operating profit before income tax is provided as follows:
| Management adjusted EBITDA2 Management adjusted depreciation and amortisation3 Management adjusted EBIT Management adjustment items (before related income tax effect): Amortisation of intangible assets Major restructuring costs Acquisition related expenses Marked to market adjustments - derivatives Acquisition accounting adjustments Total management adjustment items (note 3) Finance costs3 Profit before income tax from continuing operations |
2020 Operating segments Corporate1 Total $000 $000 $000 605,736 40,625 646,361 (98,282) (50,030) (148,312) |
2020 Operating segments Corporate1 Total $000 $000 $000 605,736 40,625 646,361 (98,282) (50,030) (148,312) |
|---|---|---|
| 507,454 (9,405) |
498,049 (57,856) (25,972) (21,011) (3,932) 1,410 |
|
| (107,361) (66,325) |
||
| 324,363 |
1 In the 2019 reporting period, the corporate function incurred external operating lease expenses, which were booked and then recharged to the operating segments above EBITDA. In the current reporting period, these operating lease expenses in the corporate function have been replaced by lease-related depreciation and interest expenses under AASB 16. The corporate function continues to recharge these below EBITDA costs to the operating segments as an above EBITDA charge to ensure business performance measures include property costs. Hence, corporate EBITDA is inclusive of the intercompany recharge revenue without the offsetting external lease costs.
2 Management adjusted EBITDA in the current reporting period was impacted by adoption of AASB 16, which resulted in an increase of $47.9 million (refer to note 1).
3 Excluding the impact of AASB 16, finance costs were $59.4 million and management adjusted depreciation and amortisation was $106.4 million (refer to note 1).
- 16 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
2019
| Management adjusted EBITDA Management adjusted depreciation and amortisation Management adjusted EBIT Management adjustment items (before related income tax effect): Amortisation of intangible assets Major restructuring costs Acquisition related expenses Marked to market adjustments - derivatives Acquisition accounting adjustments Gain on disposal of Karvy Impairment charge - investments in associates Put option liability re-measurement Total management adjustment items (note 3) Finance costs Profit before income tax from continuing operations |
Operating segments Corporate Total $000 $000 $000 691,068 (16,190) 674,878 (75,814) (8,990) (84,804) |
Operating segments Corporate Total $000 $000 $000 691,068 (16,190) 674,878 (75,814) (8,990) (84,804) |
|---|---|---|
| 615,254 (25,180) 590,074 (55,808) (19,891) (17,170) 4,363 (702) 106,456 (13,953) 1,672 4,967 (66,689) 528,352 |
||
| 4,967 (66,689) |
||
| 528,352 |
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% Variation in tax rates of foreign controlled entities Tax effect of permanent differences: Benefit of tax losses not previously recognised on Equatex acquisition Withholding tax not creditable Prior year tax (over)/under provided One-off tax expense on Equatex IP restructure Effect of changes in tax rates and laws Gain on disposal of Karvy Impairment of investment in SETL True-up of US tax reform impact on foreign subsidiary profits Net other Income tax expense |
2020 2019 $000 $000 324,363 528,352 97,309 158,506 25 (7,554) (7,666) - 6,266 - (2,131) (4,120) (1,054) 5,801 (1,213) (14,284) - (32,493) - 2,339 - 1,153 96 49 |
|---|---|
| 91,632 109,397 |
Australian thin capitalisation
The ATO has previously challenged the inclusion of the Australian Group’s intangible assets in the thin capitalisation calculation used to determine the amount of tax-deductible interest expense. Computershare disagrees with the ATO’s views and 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 as at 30 June 2020. If Computershare is unsuccessful in defending its position, the maximum potential primary tax liability excluding interest is estimated at $20.4 million (2019: $52.1 million).
- 17 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
6. CASH FLOW INFORMATION
(a) Reconciliation of net profit after tax to cash flows from operating activities
| 2020 | 2019 | |
|---|---|---|
| $000 | $000 | |
| Net profit after income tax | 232,731 | 418,955 |
| Adjustments for non-cash income and expense items: | ||
| Depreciation and amortisation | 206,168 | 140,612 |
| Gain on disposal of Karvy | - | (106,456) |
| Net (gain)/loss on asset disposals and asset write-downs | - | 817 |
| Contingent consideration re-measurement | - | 702 |
| Share of net (profit)/loss of associates and joint ventures accounted for using equity method | (239) | 1,006 |
| Employee benefits – share based expense | 18,833 | 18,049 |
| Hedge cost of business combination | - | 7,138 |
| Impairment charge | - | 13,953 |
| Fair value adjustments | 3,932 | (6,035) |
| Changes in assets and liabilities: | ||
| (Increase)/decrease in receivables | 45,403 | (52,636) |
| (Increase)/decrease in inventories | (519) | (832) |
| (Increase)/decrease in loan servicing advances | 14,442 | (124,769) |
| (Increase)/decrease in other current assets | 33,452 | 1,899 |
| Increase/(decrease) in payables and provisions | 6,273 | (29,540) |
| Increase/(decrease) in tax balances | 48,329 | 3,895 |
| Net cash and cash equivalents from operating activities | 608,805 | 286,758 |
(b) Reconciliation of liabilities arising from financing activities
| Opening balance at 1 July 2019 Change in accounting policy (note 1) Restated balance at the beginning of the financial year Cash flows Non-cash changes: Acquisitions of entities and businesses Additions Fair value adjustments Transfers and other Currency translation difference Balance at 30 June 2020 |
Current borrowings Non- current borrowings Current lease liabilities Non- current lease liabilities Cross currency swap Total $000 $000 $000 $000 $000 $000 72,594 1,955,980 1,931 5,804 2,451 2,038,760 - - 41,249 182,252 - 223,501 |
|---|---|
| 72,594 1,955,980 43,180 188,056 2,451 2,262,261 |
|
| 88,208 (13,797) (44,094) - (11,909) 18,408 - - - 2,530 - 2,530 - - 3,484 13,648 - 17,132 - 50,763 - - 11,909 62,672 137,715 (241,738) 41,522 (41,522) -(104,023) (11,107) (8,798) (933) (3,802) 697 (23,943) |
|
| 287,410 1,742,410 43,159 158,910 3,148 2,235,037 |
Interest bearing liabilities
On 12 March 2020, Computershare Limited executed a Bi-Lateral Facility of $100.0 million with Australia and New Zealand Banking Group Limited, maturing in March 2021.
On 30 June 2020, Computershare Limited executed an extension of $450.0 million Syndicated Facility tranche due to mature in April 2021 and the $50.0 million Bi-Lateral Facility tranche due to mature in July 2021. The combined $500.0 million extended Syndicated Facility tranche has a maturity date of 30 June 2024.
- 18 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
7. BUSINESS COMBINATIONS
- (a) On 28 February 2020, the Group acquired the assets and liabilities of Corporate Creations International along with 100% of Corporate Creations Intellectual Property LLC, Corporate Creations Management LLC, Corporate Creations Network Inc. [Florida] and its subsidiaries, Management Group Limited and Worldwide Nominee LLC (collectively Corporate Creations), a registered agent business headquartered in Florida, USA. Total consideration was $144.8 million. Corporate Creations provides registered agent and related filing services to over fourteen thousand small, medium and large US Corporations. The acquisition enhances Computershare’s registered agent product suite and capabilities and accelerates Computershare’s growth in the US registered agent market.
This business combination did not materially contribute to the total revenue of the Group. If the acquisition had occurred on 1 July 2019, the total revenue contribution by the acquired entities would have been $33.1 million.
Details of the acquisition are as follows:
| Cash consideration Total consideration paid Less fair value of identifiable assets acquired Provisional goodwill on consolidation* |
$000 144,817 |
|---|---|
| 144,817 (58,377) |
|
| 86,440 |
*Identification and valuation of net assets acquired will be completed within the 12-month measurement period in accordance with the Group’s accounting policy.
The recognised goodwill is expected to be deductible for tax purposes.
Assets and liabilities arising from this acquisition are as follows:
| Intangible assets Receivables Right-of-use assets Cash and cash equivalents Deferred tax assets Property, plant and equipment Prepayments Payables Lease liabilities Deferred tax liabilities Net assets Purchase consideration: Inflow/(outflow) of cash to acquire the entities, net of cash acquired: Cash balance acquired Less cash paid Net inflow/(outflow) of cash |
Fair value $000 61,850 3,545 2,530 1,422 697 129 13 (8,582) (2,530) (697) |
|---|---|
| 58,377 | |
| $000 1,422 (144,817) |
|
| (143,395) |
- 19 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
8. CONTRIBUTED EQUITY (Appendix 4E item 14.2)
On 14 August 2019, Computershare announced an on-market buy-back of shares with an aggregate value of AUD 200.0 million for capital management purposes, which commenced on 3 September 2019.
From 3 September 2019 until 31 October 2019, the Company purchased and cancelled 2,076,275 ordinary shares at a total cost of AU$32.9 million (US$22.1 million) with an average price of AU$15.85 and a price range from AU$15.42 to AU$16.16.
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 2020.
Movement in contributed equity
| Movement in contributed equity | |
|---|---|
| Balance at 1 July 2019 Share buy-back Transfer to share buy-back reserve Balance at 30 June 2020 |
Number of shares $000 542,955,868 - (2,076,275) (22,098) - 22,098 |
| 540,879,593 - |
9. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF (Appendix 4E item 10)
| Acquired | Date control gained | |
|---|---|---|
| VisEq GmbH | 7 November 2019 | |
| Corporate Creations Intellectual Property LLC | (1) | 28 February 2020 |
| Corporate Creations Management LLC | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Florida] | (1) | 28 February 2020 |
| Management Group Limited | (1) | 28 February 2020 |
| Worldwide Nominee LLC | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Arkansas] | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [California] | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Hawaii] | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Kansas] | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Maryland] | (1) | 28 February 2020 |
| Corporate Creations Network Inc. [Oklahoma] | (1) | 28 February 2020 |
| Corporate Creations Alabama LLC | (1) | 28 February 2020 |
| Corporate Creations Alaska Inc. | (1) | 28 February 2020 |
| Corporate Creations Arizona LLC | (1) | 28 February 2020 |
| Corporate Creations Arkansas LLC | (1) | 28 February 2020 |
| Corporate Creations California Inc. | (1) | 28 February 2020 |
| Corporate Creations Colorado LLC | (1) | 28 February 2020 |
| Corporate Creations Connecticut LLC | (1) | 28 February 2020 |
| Corporate Creations Delaware LLC | (1) | 28 February 2020 |
| Corporate Creations District of Columbia LLC | (1) | 28 February 2020 |
| Corporate Creations Florida LLC | (1) | 28 February 2020 |
| Corporate Creations Georgia LLC | (1) | 28 February 2020 |
| Corporate Creations Hawaii LLC | (1) | 28 February 2020 |
| Corporate Creations Idaho LLC | (1) | 28 February 2020 |
| Corporate Creations Illinois LLC | (1) | 28 February 2020 |
| Corporate Creations Indiana LLC | (1) | 28 February 2020 |
| Corporate Creations Iowa LLC | (1) | 28 February 2020 |
| Corporate Creations Kansas LLC | (1) | 28 February 2020 |
| Corporate Creations Kentucky LLC | (1) | 28 February 2020 |
| Corporate Creations Louisiana LLC | (1) | 28 February 2020 |
| Corporate Creations Maine LLC | (1) | 28 February 2020 |
- 20 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
| Corporate Creations Maryland LLC | (1) | 28 February 2020 |
|---|---|---|
| Corporate Creations Massachusetts Inc. | (1) | 28 February 2020 |
| Corporate Creations Michigan LLC | (1) | 28 February 2020 |
| Corporate Creations Minnesota LLC | (1) | 28 February 2020 |
| Corporate Creations Mississippi LLC | (1) | 28 February 2020 |
| Corporate Creations Missouri Inc. | (1) | 28 February 2020 |
| Corporate Creations Montana Inc. | (1) | 28 February 2020 |
| Corporate Creations Nebraska LLC | (1) | 28 February 2020 |
| Corporate Creations Nevada LLC | (1) | 28 February 2020 |
| Corporate Creations New Hampshire LLC | (1) | 28 February 2020 |
| Corporate Creations New Jersey LLC | (1) | 28 February 2020 |
| Corporate Creations New Mexico Inc. | (1) | 28 February 2020 |
| Corporate Creations New York LLC | (1) | 28 February 2020 |
| Corporate Creations North Carolina LLC | (1) | 28 February 2020 |
| Corporate Creations North Dakota LLC | (1) | 28 February 2020 |
| Corporate Creations Ohio LLC | (1) | 28 February 2020 |
| Corporate Creations Oklahoma LLC | (1) | 28 February 2020 |
| Corporate Creations Oregon LLC | (1) | 28 February 2020 |
| Corporate Creations Pennsylvania LLC | (1) | 28 February 2020 |
| Corporate Creations Puerto Rico Inc. | (1) | 28 February 2020 |
| Corporate Creations Rhode Island LLC | (1) | 28 February 2020 |
| Corporate Creations South Carolina LLC | (1) | 28 February 2020 |
| Corporate Creations South Dakota LLC | (1) | 28 February 2020 |
| Corporate Creations Tennessee LLC | (1) | 28 February 2020 |
| Corporate Creations Texas LLC | (1) | 28 February 2020 |
| Corporate Creations Utah LLC | (1) | 28 February 2020 |
| Corporate Creations Vermont LLC | (1) | 28 February 2020 |
| Corporate Creations Virginia LLC | (1) | 28 February 2020 |
| Corporate Creations Washington LLC | (1) | 28 February 2020 |
| Corporate Creations West Virginia LLC | (1) | 28 February 2020 |
| Corporate Creations Wisconsin LLC | (1) | 28 February 2020 |
| Corporate Creations Wyoming LLC | (1) | 28 February 2020 |
| United Agent Group Inc. [Alabama] | (1) | 28 February 2020 |
| United Agent Group Inc. [Alaska] | (1) | 28 February 2020 |
| United Agent Group Inc. [Arizona] | (1) | 28 February 2020 |
| United Agent Group Inc. [Arkansas] | (1) | 28 February 2020 |
| United Agent Group Inc. [California] | (1) | 28 February 2020 |
| United Agent Group Inc. [Colorado] | (1) | 28 February 2020 |
| United Agent Group Inc. [Connecticut] | (1) | 28 February 2020 |
| United Agent Group Inc. [Delaware] | (1) | 28 February 2020 |
| United Agent Group Inc. [Florida] | (1) | 28 February 2020 |
| United Agent Group Inc. [Georgia] | (1) | 28 February 2020 |
| United Agent Group Inc. [Hawaii] | (1) | 28 February 2020 |
| United Agent Group Inc. [Idaho] | (1) | 28 February 2020 |
| United Agent Group Inc. [Illinois] | (1) | 28 February 2020 |
| United Agent Group Inc. [Indiana] | (1) | 28 February 2020 |
| United Agent Group Inc. [Iowa] | (1) | 28 February 2020 |
| United Agent Group Inc. [Kansas] | (1) | 28 February 2020 |
| United Agent Group Inc. [Kentucky] | (1) | 28 February 2020 |
| United Agent Group Inc. [Louisiana] | (1) | 28 February 2020 |
| United Agent Group Inc. [Maine] | (1) | 28 February 2020 |
| United Agent Group Inc. [Maryland] | (1) | 28 February 2020 |
| United Agent Group Inc. [Massachusetts] | (1) | 28 February 2020 |
| United Agent Group Inc. [Michigan] | (1) | 28 February 2020 |
| United Agent Group Inc. [Minnesota] | (1) | 28 February 2020 |
| United Agent Group Inc. [Mississippi] | (1) | 28 February 2020 |
| United Agent Group Inc. [Missouri] | (1) | 28 February 2020 |
| United Agent Group Inc. [Montana] | (1) | 28 February 2020 |
| United Agent Group Inc. [Nebraska] | (1) | 28 February 2020 |
| United Agent Group Inc. [Nevada] | (1) | 28 February 2020 |
| United Agent Group Inc. [New Hampshire] | (1) | 28 February 2020 |
- 21 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
| United Agent Group Inc. [New Jersey] | (1) | 28 February 2020 |
|---|---|---|
| United Agent Group Inc. [New Mexico] | (1) | 28 February 2020 |
| United Agent Group Inc. [New York] | (1) | 28 February 2020 |
| United Agent Group Inc. [North Carolina] | (1) | 28 February 2020 |
| United Agent Group Inc. [North Dakota] | (1) | 28 February 2020 |
| United Agent Group Inc. [Ohio] | (1) | 28 February 2020 |
| United Agent Group Inc. [Oklahoma] | (1) | 28 February 2020 |
| United Agent Group Inc. [Oregon] | (1) | 28 February 2020 |
| United Agent Group Inc. [Pennsylvania] | (1) | 28 February 2020 |
| United Agent Group Inc. | (1) | 28 February 2020 |
| United Agent Group Inc. [Rhode Island] | (1) | 28 February 2020 |
| United Agent Group Inc. [South Carolina] | (1) | 28 February 2020 |
| United Agent Group Inc. [South Dakota] | (1) | 28 February 2020 |
| United Agent Group Inc. [Tennessee] | (1) | 28 February 2020 |
| United Agent Group Inc. [Texas] | (1) | 28 February 2020 |
| United Agent Group Inc. | (1) | 28 February 2020 |
| United Agent Group Inc. [Utah] | (1) | 28 February 2020 |
| United Agent Group Inc. [Vermont] | (1) | 28 February 2020 |
| United Agent Group Inc. [Virginia] | (1) | 28 February 2020 |
| United Agent Group Inc. [Washington] | (1) | 28 February 2020 |
| United Agent Group Inc. [Washington D.C.] | (1) | 28 February 2020 |
| United Agent Group Inc. [West Virginia] | (1) | 28 February 2020 |
| United Agent Group Inc. [Wisconsin] | (1) | 28 February 2020 |
| United Agent Group Inc. [Wyoming] | (1) | 28 February 2020 |
| United Agent Group Management LLC | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Arkansas] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [California] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Delaware] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Hawaii] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Kansas] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Maryland] | (1) | 28 February 2020 |
| United Agent Group Services Inc. [Oklahoma] | (1) | 28 February 2020 |
(1) These companies were acquired as part of the Corporate Creations acquisition (note 7).
- 22 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
10. ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)
| Name | Place of incorporation Principal activity | Place of incorporation Principal activity | Ownership | Ownership | Consolidated | Consolidated |
|---|---|---|---|---|---|---|
| interest | carrying | amount | ||||
| June | June | June | June | |||
| 2020 | 2019 | 2020 | 2019 | |||
| % | % | $000 | $000 | |||
| Joint Ventures | ||||||
| Computershare Pan Africa Holdings Ltd | Mauritius | Investor Services | 60 | 60 | - | - |
| Asset Checker Ltd | United Kingdom | Investor Services | 50 | 50 | - | - |
| VisEq GmbH1 | Germany | Investor Services | - | 66 | - | 39 |
| Associates | ||||||
| Expandi Ltd | United Kingdom | Investor Services | 25 | 25 | 6,145 | 6,304 |
| Milestone Group Pty Ltd | Australia | Technology Services | 20 | 20 | 3,148 | 3,611 |
| CVEX Group, Inc | United States of America Investor Services | 22.2 | 20 | - | - | |
| The Reach Agency Holdings Pty Ltd | Australia | Investor Services | 46.5 | 46.5 | 1,377 | 1,172 |
| Mergit s.r.l. | Italy | Technology Services | 30 | 30 | - | - |
| 10,670 | 11,126 |
1On 7 November 2019, Computershare acquired the remaining 34% interest in VisEq GmbH. From this date, VisEq GmbH became a wholly owned subsidiary of the Group.
The share of net profit/loss of associates and joint ventures accounted for using the equity method for the year ended 30 June 2020 is a $0.2 million gain (2019: $1.0 million loss).
11. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)
On 11 March 2020, the World Health Organisation declared the spread of novel coronavirus (COVID-19) a global pandemic. The impact of the pandemic globally on both public health and the economy has been unprecedented and its consequences continue to evolve. The Group is very focused on operational resilience and is doing everything possible to ensure the safety of staff and others as well as preventing any material effect on our services. Computershare has well-developed plans for dealing with incidents, including sickness and pandemics. In response to the crisis work from home measures were deployed for 92% of the workforce, with minimal impact to operations.
For further information on the impact of COVID-19 and Computershare’s response, refer to Management Presentation. The Group did not benefit materially from government grants or subsidies as a result of COVID-19 response measures. Computershare did not carry out any unplanned material workforce reductions nor did it need to raise additional equity as a result of the pandemic.
12. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 7)
Details of dividends declared or paid during or subsequent to the year ended 30 June 2020 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit Foreign Income amount per security |
|---|---|---|---|---|---|---|
| 21 August 2019 | 16 September 2019 | Final | AU 23 cents | AUD 124,864,490 | AU 6.9 cents | AU 16.1 cents |
| 19 February 2020 | 19 March 2020 | Interim | AU 23 cents | AUD 124,380,452 | AU 6.9 cents | AU 16.1 cents |
| 19 August 2020 | 14 September 2020 | Final | AU 23 cents | AUD 124,402,306* | AU 6.9 cents |
AU 16.1 cents |
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Based on 540,879,593 shares on issue as at 11 August 2020
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
13. 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 11 August 2020 in respect of the FY20 financial year. Applications or notices received after 5.00pm (Melbourne time) on 20 August 2020 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 24 August 2020 to 4 September 2020 (inclusive). No discount will apply to the DRP price.
14. 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 Change in accounting standards (note 1) Retained earnings at the end of the financial year |
2020 2019 $000 $000 1,706,427 1,455,187 (167,403) (163,616) 232,657 415,732 (10,493) (876) |
|---|---|
| 1,761,188 1,706,427 |
15. NTA BACKING (Appendix 4E item 9)
| 2020 | 2019 | |
|---|---|---|
| Net tangible asset backing per ordinary share | (3.00) | (2.49) |
16. COMMENTARY ON RESULTS (Appendix 4E item 14)
Refer to the Market Announcement and Management Presentation.
17. SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)
Refer to the Market Announcement and Management Presentation.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
18. TRENDS IN PERFORMANCE (Appendix 4E item 14.5)
Refer to the Market Announcement and Management Presentation.
19. 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.
20. AUDIT STATUS (Appendix 4E item 15)
This report is based on accounts which are in the process of being audited.
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