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COMPUTERSHARE LIMITED. Annual Report 2021

Aug 9, 2021

64696_rns_2021-08-09_030f9dfe-e0a5-482b-8d7d-104fa6801a17.pdf

Annual Report

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ASX PRELIMINARY FINAL REPORT Computershare Limited

ABN 71 005 485 825

30 JUNE 2021

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 2021 (Previous corresponding period year ended 30 June 2020) RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom continuing operations up 0.3% to 2,283,161
(Appendix 4E item 2.1)
Profit/(loss)after tax attributable to members down 18.8% to 188,974
(Appendix 4E item 2.2)
Net profit/(loss)for the period attributable to members down 18.8% to 188,974
(Appendix 4E item 2.3)
Dividends
(Appendix 4E item 2.4) Amount per security Franked amount per security
Final dividend AU 23 cents AU 13.8 cents
Interim dividend AU 23 cents AU 23 cents

Record date for determining entitlements to the final dividend (Appendix 4E item 2.5) 18 August 2021

Explanation of revenue (Appendix 4E item 2.6)

Total revenue for the year increased to $2,283.2 million (2020: $2,277.3 million). Underlying operating revenues increased $144.8 million over the corresponding period mainly due to strong activity in Issuer Services, Employee Share Plans and Bankruptcy however, as expected, this was offset by a decline in margin income of $92.4 million reflecting an annualised impact of the global interest rate cuts in early 2020, as central banks around the world responded to the global pandemic. In addition, the UKAR fixed fee reduced by $46.5 million in line with expectations.

Key business unit movements, excluding margin income, were as follows:

  • Issuer Services revenues increased, reflecting higher registry maintenance fees, greater corporate action activity and some large stakeholder relationship management events. In addition, FY21 includes an annualised contribution from our governance services acquisitions.

  • Business Services revenues were down driven by a decline in the number of case wins in class actions partly offset by increased contribution from bankruptcy from a strong first-half performance in the year.

  • Mortgage Services revenues decreased due to a reduction in the UKAR fixed fee, book run-off and lower client project activity in the UK. In the US, revenues were negatively impacted by the nationwide foreclosure moratorium and accelerated levels of run-off due to lower mortgage rates.

  • Employee Share Plans revenues increased reflecting higher transactional volumes in EMEA and Hong Kong.

A stronger British pound and Australian dollar relative to the prior period increased the equivalent USD 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 $189.0 million, a decrease of 18.8% over the corresponding period. Revenue growth in corporate actions, stakeholder relationship management and employee share plans was negated by the decline in margin income due to lower global interest rates and the reduction in the UKAR fixed fee. The Group also benefitted from the sale of its shareholding in Euroclear Holding SA/NV and net gains arising from various mortgage servicing rights (MSR) transactions.

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2021 (Previous corresponding period year ended 30 June 2020) RESULTS FOR ANNOUNCEMENT TO THE MARKET

Overall costs were higher, principally due to an increase in acquisition integration expenses associated with Equatex, the UK mortgage services restructuring programme and costs relating to the upcoming Wells Fargo acquisition. In US mortgage services, increased amortisation expense reflected a change in the amortisation period for interest rate sensitive MSRs from 9 to 8 years together with the effects of owning a larger MSR portfolio. Other direct costs increased as a result of higher cost of sales in line with revenue, a significant doubtful receivable in class actions and regulatory costs associated with Brexit transition. In addition, FY21 includes the annualised impact of expenses from our governance services acquisitions. This has been offset by lower computer and travel costs and ongoing benefits from the cost-out programme in UK mortgage services.

The Group’s effective tax rate was higher than the prior period primarily due to the impact of one-off tax benefits in FY20 not repeated, which more than offset lower US Base Erosion and Anti-abuse Tax (BEAT) and favourable profit mix with proportionately more profits arising in countries with lower tax rates.

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 2020 was declared on 11 August 2020 and paid on 14 September 2020. This was an ordinary dividend of AU 23 cents per share, franked to 30%, amounting to AUD 124,378,861 ($92,378,204).

An interim dividend was declared on 9 February 2021 and paid on 18 March 2021. This was a fully franked ordinary dividend of AU 23 cents per share, amounting to AUD 124,370,429 ($92,371,942).

A final dividend in respect of the year ended 30 June 2021 was declared by the directors of the Company on 10 August 2021, to be paid on 13 September 2021. This is an ordinary dividend of AU 23 cents per share, franked to 60%. As the dividend was not declared until 10 August 2021, a provision was not recognised as at 30 June 2021.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2021

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
2021
2020
$000
$000
2,281,131
2,271,512
1,249
2,142
781
3,627
2,283,161
2,277,281
50,893
3,905
1,675,327
1,540,471
295,462
313,731
38,655
36,535
54,867
66,325
2,064,311
1,957,062
389239
270,132
324,363
80,933
91,632
189,199
232,731
(7,651)
12,023
68,114
(21,185)
(512)
116
59,951
(9,046)
249,150
223,685
188,974
232,657
225
74
189,199
232,731
248,366
224,246
784
(561)
249,150
223,685
33.77 cents
42.55 cents
33.76 cents
42.55 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 2021

Note
CURRENT ASSETS
Cash and cash equivalents
Other financial assets
Receivables
Loan servicing advances
Financial assets at fair value through profit or loss
Inventories
Current tax assets
Prepayments
Assets classified as held for sale
10
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
Deferred tax assets
Intangibles
Other non-current assets
Total non-current assets
Total assets
CURRENT LIABILITIES
Payables
Borrowings
Lease liabilities
Current tax liabilities
Financial liabilities at fair value through profit or loss
Provisions
Deferred consideration
Mortgage servicing related liabilities
Total current liabilities
NON-CURRENT LIABILITIES
Payables
Borrowings
Lease liabilities
Financial liabilities at fair value through profit or loss
Deferred tax liabilities
Provisions
Deferred consideration
Mortgage servicing related liabilities
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
2021
2020
$000
$000
816,810
597,313
76,187
59,943
419,890
426,465
335,697
267,016
8,540
17,979
5,452
5,113
10,588
17,979
37,625
36,757
2,888
-
5,033
3,426
1,718,710
1,431,991
194
2,184
9,097
10,670
34,210
39,713
102,671
110,094
206,601
180,032
149,129
161,153
3,029,051
3,052,826
2,222
1,088
3,533,175
3,557,760
5,251,885
4,989,751
491,760
494,737
322,376
287,410
50,605
43,159
28,153
73,170
218
3,456
58,645
70,863
9,452
8,045
34,459
43,766
995,668
1,024,606
3,061
1,052
1,387,610
1,742,410
193,488
158,910
1,314
-
234,219
227,342
24,529
25,188
1,264
9,536
131,135
210,388
1,976,620
2,374,826
2,972,288
3,399,432
2,279,597
1,590,319
519,299
-
(7,052)
(172,496)
1,765,412
1,761,188
2,277,659
1,588,692
1,938
1,627
2,279,597
1,590,319

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 2021

Note
Total equity at 1 July 2020
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
Dividend reinvestment plan issues
8
Rights issue, net of transaction costs
and tax
8
Transfer from share buy-back reserve
8
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2021
Total equity at 1 July 2019
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
Share buy-back
Cash purchase of shares on market
Share based remuneration
Balance at 30 June 2020
Attributable to members of Computershare Limited

Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests Total Equity
$000
$000
$000
$000
$000
$000
-
(172,496)
1,761,188
1,588,692
1,627
1,590,319
-
-
188,974
188,974
225
189,199
-
(7,651)
-
(7,651)
-
(7,651)
-
67,555
-
67,555
559
68,114
-
(512)
-
(512)
-
(512)
-
59,392
188,974
248,366
784
249,150
-
-
(184,750)
(184,750)
(473)
(185,223)
12,411
-
-
12,411
-
12,411
608,446
-
-
608,446
-
608,446
(101,558)
101,558
-
-
-
-
-
(16,271)
-
(16,271)
-
(16,271)
-
20,765
-
20,765
-
20,765
519,299
(7,052)
1,765,412
2,277,659
1,938
2,279,597
Attributable to members of Computershare Limited
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

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 2021

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
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for purchase of controlled entities and businesses (net of cash
acquired)
Proceeds from/(payments for) intangible assets including MSRs
Proceeds from/(payments for) investments
Payments for property, plant and equipment
Net investing cash flows
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issue of shares, net of transaction costs
Payments 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
2021
2020
$000
$000
2,424,285
2,449,925
(1,880,709)
(1,761,805)
(68,681)
14,442
1,550
2,496
(77,664)
(56,577)
781
3,627
(92,926)
(43,303)
306,636
608,805
(21,829)
(159,075)
(124,987)
(187,540)
15,875
6,795
(16,294)
(24,043)
(147,235)
(363,863)
607,820
-
(16,271)
(25,797)
286,772
786,985
(672,395)
(680,747)
41,202
(43,736)
(170,929)
(159,210)
(1,410)
(8,193)
(473)
(7)
-
(22,098)
(48,476)
(44,094)
25,840
(196,897)
185,241
48,045
597,313
561,346
34,256
(12,078)
816,810
597,313

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 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.

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

Refer to the Market Announcement and Management Presentation dated 10 August 2021 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.

  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

3. EARNINGS PER SHARE (Appendix 4E item 14.1)

Year ended 30 June 2021
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 2020
Earnings per share (cents per share)1
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
33.77 cents
33.76 cents
50.71 cents
50.69 cents
$000
$000
$000
$000
189,199
189,199
189,199
189,199
(225)
(225)
(225)
(225)
-
-
94,762
94,762
188,974
188,974
283,736
283,736

559,519,258
559,747,063
559,519,258
559,747,063
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
42.55 cents
42.55 cents
55.57 cents
55.57 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

546,780,636
546,780,636
546,780,636
546,780,636

1 Earnings per share is restated by adjusting the weighted average number of ordinary shares in order to incorporate the bonus element in the 2021 rights issue, as per AASB 133.

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:
Share appreciation rights
Performance rights
Weighted average number of ordinary shares and potential ordinary shares used as the
denominator in calculating diluted earnings per share
2021
2020
Number
Number
559,519,258
546,780,636
91,168
-
136,637
-

559,747,063
546,780,636

No employee share appreciation rights or performance rights have been issued since year-end.

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Amortisation
Amortisation of acquisition related intangible assets
Acquisitions and disposals
Acquisition related expenses
Gain on disposal
Other
Major restructuring costs
Reversal of provision
Marked to market adjustments – derivatives
Total management adjustment items
Gross
Tax effect
Net of tax
$000
$000
$000
(57,119)
14,398
(42,721)
(41,196)
7,578
(33,618)
11,241
(2,136)
9,105
(36,113)
6,958
(29,155)
4,428
(1,188)
3,240
(2,304)
691
(1,613)
(121,063)
26,301
(94,762)

Management Adjustment Items

Management adjustment items net of tax for the year ended 30 June 2021 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 2021 was $42.7 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

  • $22.9 million of expenses were incurred for the ongoing integration of Equatex including rollout of the acquired software. Acquisition related expenses were incurred for the acquisition of Wells Fargo of $9.0 million, including a $5.6 million foreign exchange loss on derivatives used to fix the amount of USD needed to fund the acquisition from the AUD equity issue. Additionally, costs in the sum of $1.7 million were incurred for redundancies associated with delivering synergies from other recent acquisitions, Corporate Creations and Verbatim.

  • Disposal of the Group's shareholding in Euroclear Holding SA/NV resulted in a gain of $9.1 million.

Other

  • Costs of $29.2 million were incurred in the current reporting period in respect of major restructuring programmes spanning several years. $22.1 million of these costs related to UK mortgage services including the costs associated with workforce reductions and a property rationalisation programme. $2.5m was related to the Global Operations transformation and $2.8m was incurred on other property rationalisation across the Group.

  • A $3.2 million gain arose from a reversal of a provisional tax liability associated with a previously identified business issue that has now been resolved.

  • Revaluation of derivatives that have not received hedge designation or the ineffective portion of derivatives in hedge relationships is taken to profit or loss in the statutory results. The impact in the current reporting period was a loss of $1.6 million.

  • 10 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

For the year ended 30 June 2020 management adjustment items were as follows:

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)

4. SEGMENT INFORMATION (Appendix 4E item 14.4)

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 and tax (management adjusted EBIT).

The Group’s key segment performance measure has changed during the reporting period from earnings before interest, tax, amortisation and depreciation (management adjusted EBITDA) to management adjusted EBIT. The Group has determined that management adjusted EBIT provides a better measure of performance, as there are significant levels of depreciation and amortisation in certain business lines included in management earnings.

Comparative segment information has been restated to reflect the new key segment performance measure. Consequently, the segment information disclosed is not entirely comparable to the information disclosed in the prior reporting period.

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

OPERATING SEGMENTS

June 2021
Total segment revenue
and other income
Intersegment revenue
External revenue and
other income
Revenue by geography:
Asia
Australia & New Zealand
Canada
Continental Europe
UK, Channel Islands,
Ireland & Africa
United States
Management adjusted
EBIT
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
UK, Channel Islands,
Ireland & Africa
United States
Management adjusted
EBIT
Issuer
Services
Employee
Share
Plans &
Voucher
Services
Communica
tion
Services &
Utilities
Mortgage
Services &
Property
Rental
Services
Business
Services
Technology
Services
Total
$000
$000
$000
$000
$000
$000
$000
1,026,870
335,428
341,289
608,965
211,480
225,337
2,749,369
(27,566)
(2,410)
(171,597)
-
(1,313)
(225,301)
(428,187)
999,304
333,018
169,692
608,965
210,167
36 2,321,182
116,527
44,806
-
-
-
-
161,333
117,155
13,260
82,951
-
-
26
213,392
80,465
19,430
8,714
-
71,568
10
180,187
58,767
10,688
31,405
-
-
-
100,860
104,612
188,047
7,742
158,835
9,272
-
468,508
521,778
56,787
38,880
450,130
129,327
-
1,196,902
999,304
333,018
169,692
608,965
210,167
36 2,321,182
276,159
82,051
26,035
10,001
51,078
1,465
446,789
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
258,506
62,095
27,411
70,425
87,296
1,721
507,454
  • 12 -

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
Other income
Corporate revenue
Total revenue from continuing operations
2021
2020
$000
$000
2,749,369
2,703,096
(428,187)
(425,320)
(39,652)
(3,905)
1,631
3,410
2,283,161
2,277,281

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 EBIT to operating profit before income tax is provided as follows:

Management adjusted EBIT - operating segments
Management adjusted EBIT - corporate
Management adjusted EBIT
Management adjustment items (before related income tax
effect):
Amortisation of intangible assets
Acquisition related expenses
Major restructuring costs
Gain on disposal
Reversal of provision
Marked to market adjustments - derivatives
Acquisition accounting adjustments
Total management adjustment items (note 3)
Finance costs
Profit before income tax from continuing operations
2021
2020
$000
$000
446,789
507,454
(727)
(9,405)
446,062
498,049
(57,119)
(57,856)
(41,196)
(21,011)
(36,113)
(25,972)
11,241
-
4,428
-
(2,304)
(3,932)
-
1,410
(121,063)
(107,361)
(54,867)
(66,325)
270,132
324,363
  • 13 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

5. RECONCILIATION OF INCOME TAX EXPENSE

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:
Non-deductible expenses related to Wells Fargo acquisition
Prior year tax (over)/under provided
Withholding tax not creditable
Non-deductible lease related provisions
Effect of changes in tax rates and laws
Benefit of tax losses not previously recognised on Equatex acquisition
One-off tax expense on Equatex IP restructure
Net other
Income tax expense /(credit)
2021
2020
$000
$000
270,132
324,363

81,040
97,309
(4,357)
25
1,823
-
(1,479)
(2,131)
1,353
6,266
805
-
(38)
(1,213)
-
(7,666)
-
(1,054)
1,786
96
80,933
91,632

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 in Australia. The matter has now been resolved and Computershare has been advised that no further action will be taken on the matter. Accordingly, the Group has concluded that there is no longer a contingent liability related to this matter at 30 June 2021 (30 June 2020: contingent liability $20.4 million).

  • 14 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

6. CASH FLOW INFORMATION

Reconciliation of net profit after tax to cash flows from operating activities

Net profit after income tax
Adjustments for:
Depreciation and amortisation
Net (gain)/loss on asset disposals and revaluation of assets
Net (gain)/loss on lease modifications and terminations
Share of net (profit)/loss of associates and joint ventures accounted for using
equity method
Amortisation of USD senior note fair value adjustment to interest expense
Employee benefits - share based expense
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
2021
2020
$000
$000
189,199
232,731
239,290
206,168
(40,987)
-
13,761
-
(389)
(239)
(20,960)
-
20,618
18,833
2,304
3,932
35,359
45,403
(141)
(519)
(68,681)
14,442
3,518
33,452
(54,262)
6,273
(11,993)
48,329
306,636
608,805

(b) Reconciliation of liabilities arising from financing activities

Opening balance at 1 July 2020
Cash flows
Non-cash changes:
Additions
Fair value adjustments
Transfers and other
Currency translation difference
Balance at 30 June 2021
Current
borrowings
Non-
current
borrowings
Current
lease
liabilities
Non-
current
lease
liabilities
Cross
currency
swap
Total
$000
$000
$000
$000
$000
$000
287,410
1,742,410
43,159
158,910
3,148
2,235,037
(68,135)
(273,103)
(48,476)
-
(3,183)
(392,897)
-
-
2,006
74,914
-
76,920
-
(19,871)
-
-
188
(19,683)
101,958
(103,694)
51,366
(51,366)
-
(1,736)
1,143
41,868
2,550
11,030
51
56,642
322,376
1,387,610
50,605
193,488
204
1,954,283
  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

7. BUSINESS COMBINATIONS

a) On 1 July 2020, Computershare acquired 100% of Verbatim LLC (Verbatim), a global corporate secretarial managed services provider located in the United States. Total consideration was $9.2 million. The acquisition enhances Computershare’s suite of integrated governance solutions.

This business combination did not materially contribute to the total revenue of the Group.

Details of the acquisition are as follows:

Details of the acquisition are as follows:
Cash consideration
Contingent consideration
Total purchase consideration
Less fair value of identifiable assets acquired
Goodwill on consolidation
$000
7,985
1,250
9,235
(5,235)
4,000

The goodwill recognised is not deductible for tax purposes.

Assets and liabilities arising from this acquisition are as follows:

Intangible assets
Receivables
Cash and cash equivalents
Payables
Deferred tax liabilities
Current 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
6,650
2,519
611
(2,840)
(1,623)
(82)
5,235
$000
611
(7,985)
(7,374)

b) On 24 March 2021, the Group entered into an agreement to acquire the assets of Wells Fargo Corporate Trust Services (“CTS”), a leading US based provider of trust and agency services to government and corporate clients. The acquisition is a highly strategic fit with Computershare’s existing Canadian and US corporate trust operations and is expected to increase scale and market share in the US corporate trust market.

The agreed cash consideration of $750 million to be paid on completion will be funded through a combination of debt and cash proceeds from the rights issue (note 8). The acquisition is subject to customary closing conditions, which are expected to conclude by the end of calendar year 2021. All required regulatory approvals have been received.

  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

8. CONTRIBUTED EQUITY (Appendix 4E item 14.2)

Movement in contributed equity

Movement in contributed equity
Balance at 1 July 2020
Rights Issue
Dividend reinvestment plan issues
Transfer to share buy-back reserve
Less: transaction costs arising on share issues
Deferred tax credit recognised directly in equity
Balance at 30 June 2021
Number of shares
$000
540,879,593
-
61,625,813
620,190
1,223,930
12,411
-
(101,558)
603,729,336
531,043
-
(12,370)
-
626
603,729,336
519,299

Rights issue

On 24 March 2021, Computershare announced a fully underwritten pro rata accelerated renounceable entitlement offer under which eligible shareholders were entitled to subscribe for 1 share for every 8.8 shares held, at a price of AUD$13.55 per share (a 9.6% discount to the closing price on 23 March 2021). The proceeds from the rights issue, which completed on 29 April 2021, will be used to partially fund the CTS acquisition (note 7b).

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

Acquired Date control gained Verbatim LLC. 1 July 2020

Disposed

During the year 62 dormant entities were dissolved, which included 53 Corporate Creations entities acquired as part of the acquisition in February 2020, in order to streamline operations and the legal entity structure.

  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Place of Consolidated carrying Consolidated carrying
Name incorporation Principal activity Ownership interest amount
June June June June
2021 2020 2021 2020
% % $000 $000
Joint Ventures
Computershare Pan Africa
Holdings Ltd Mauritius Investor Services 60 60 - -
Asset Checker Ltd United Kingdom Investor Services 50 50 - -
Associates
Expandi Ltd United Kingdom Investor Services 25 25 7,414 6,145
Milestone Group Pty Ltd1 Australia Technology Services 20 20 - 3,148
CVEX Group, Inc2 United States Investor Services - 22.2 - -
The Reach Agency
Holdings Pty Ltd Australia Investor Services 46.5 46.5 1,683 1,377
Mergit s.r.l. Italy Technology Services 30 30 - -
9,097 10,670

1 At 30 June 2021, Milestone Group Pty Ltd was classified as an asset held for sale.

2 On 30 April 2021, Computershare’s ownership interest in CVEX Group, Inc decreased to 16%. Consequently, from this date CVEX Group, Inc. is no longer considered an associate of the consolidated entity.

The share of net profit/loss of associates and joint ventures accounted for using the equity method for the year ended 30 June 2021 is a $0.4 million gain (2020: $0.2 million gain).

Milestone Group Pty Ltd (Milestone)

On 7 July 2021, Computershare agreed to sell its 20% interest in Milestone. Completion is subject to regulatory approval and is expected to occur in the half year ending 31 December 2021. Consequently, Milestone is classified as held for sale as at 30 June 2021. Computershare’s share of proceeds from the disposal will be $19.1m based on the agreed sale price. This amount excludes contingent consideration receivable within three years from disposal should certain revenue growth conditions be met.

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

Refer to the Market Announcement and Management Presentation.

  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Details of dividends declared or paid during or subsequent to the year ended 30 June 2021 are as follows:

Record date Payment date Type Amount
per
security
Total dividend Franked
amount per
security
Conduit Foreign
Income amount
per security
19 August 2020 14 September 2020 Final AU 23 cents AUD 124,378,861 AU 6.9 cents AU 16.1 cents
17 February 2021 18 March 2021 Interim AU 23 cents AUD 124,370,429 AU 23 cents AU 0.0 cents
18 August 2021 13 September 2021 Final AU 23 cents AUD 138,857,747* AU 13.8 cents AU 9.2 cents
  • Based on 603,729,336 shares on issue as at 10 August 2021

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 10 August 2021 in respect of the FY21 financial year. Applications or notices received after 5.00pm (Melbourne time) on 19 August 2021 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 23 August 2021 to 3 September 2021 (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
Retained earnings at the end of the financial year
2021
2020
$000
$000
1,761,188
1,706,427
(184,750)
(167,403)
188,974
232,657
-
(10,493)
1,765,412
1,761,188

15. NTA BACKING (Appendix 4E item 9)

Net tangible asset backing per ordinary share

2021 2020
(1.49) (3.00)

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

Refer to the Market Announcement and Management Presentation.

  • 19 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Refer to the Market Announcement and Management Presentation.

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.

  • 20 -