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COMPUTERSHARE LIMITED. — Annual Report 2022
Aug 8, 2022
64696_rns_2022-08-08_1f36d2fa-89a8-4b1a-ae81-b50d4a6fd3cf.pdf
Annual Report
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ASX PRELIMINARY FINAL REPORT
Computershare Limited
ABN 71 005 485 825
30 JUNE 2022
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 2022 (Previous corresponding period year ended 30 June 2021) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | ||||
|---|---|---|---|---|
| Revenuefrom continuing operations | up | 12.3% | to | 2,565,053 |
| (Appendix 4E item 2.1) | ||||
| Profit/(loss)after tax attributable to members | up | 20.5% | to | 227,659 |
| (Appendix 4E item 2.2) | ||||
| Net profit/(loss)for the period attributable to members | up | 20.5% | to | 227,659 |
| (Appendix 4E item 2.3) | ||||
| Dividends (Appendix 4E item 2.4) |
Amount | per security | Franked amount per security |
|
| Final dividend | AU 30 cents | AU 0.0 cents | ||
| Interim dividend | AU 24 cents | AU 9.6 cents |
Record date for determining entitlements to the final dividend (Appendix 4E item 2.5) 17 August 2022
Explanation of revenue (Appendix 4E item 2.6)
Total revenue from continuing operations for the year ended 30 June 2022 was $2,565.1 million (2021: $2,283.2 million), an increase of 12.3% over the corresponding period. The Computershare Corporate Trust (CCT) acquisition, which completed on 1 November, contributed $331.3 million. Excluding the impact of the acquisition, underlying operating revenues reduced by $49.4 million. Margin income was favourable $80.1 million, of which the CCT acquisition contributed $53.8 million and remainder of the business was up $26.3 million.
Key business unit movements, excluding margin income, were as follows:
-
Issuer Services revenues decreased, reflecting lower event-based revenues. Hong Kong IPO and Corporate Actions activity were impacted by the current market and regulatory environment in China, whilst FY21 Funds revenues included large one-time deals not repeated in FY22. These were partly offset by revenue growth in Registry Maintenance and Governance Services.
-
Employee Share Plans revenues increased reflecting strong core client fee growth in EMEA and Asia. Higher transactional volumes in EMEA were offset by Asia primarily due to poor market conditions and regulatory constraints.
-
Business Services revenues were down due to significantly lower levels of bankruptcy activity in FY22 relative to FY21. Class Actions was also down, impacted by the number and size of case wins versus prior periods. The legacy Corporate Trust business was impacted by the sale of Private Capital Solutions client accounts in Canada in December 2021.
-
Mortgage Services revenues decreased. In the UK, this was primarily due to ongoing run-off of the legacy book combined with lower client project activity, and finalisation of the UKAR fixed fee in 1H21. In the US, lower servicing fees were a consequence of a portfolio change to a higher proportion of subservicing clients and fewer owned mortgage servicing rights (MSRs). This was partially offset by volume growth in Fulfillment and stronger recovery collection activity.
-
Communication Services revenues increased due to a large number of one-off projects.
Margin income excluding the impact of the CCT acquisition was up $26.3 million primarily driven by an increase in global interest rates in Q4. The UK Deposit Protection Service business also benefitted from a contract extension enabling us to implement more hedging over the remaining life of the contract.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2022 (Previous corresponding period year ended 30 June 2021) RESULTS FOR ANNOUNCEMENT TO THE MARKET
A stronger Canadian dollar relative to the prior period increased the translated USD revenue contribution, whilst a weaker Australian dollar and British pound decreased it.
Explanation of profit/(loss) from ordinary activities after tax (Appendix 4E item 2.6)
Net statutory profit after tax attributable to members was $227.7 million, an increase of 20.5% over the corresponding period.
Revenue was higher than the prior period which was attributable to the CCT acquisition. Revenue was also impacted favourably by margin income driven by an increase in global interest rates in Q4. Excluding these items, the growth in Employee Share Plans and Communication Services was offset by lower revenue from Corporate Actions, Mortgage Servicing, Bankruptcy and Stakeholder Relationship Management.
Total expenses were up $243.3 million, principally due to the eight-month impact of the CCT acquisition, which increased the overall cost base by $330.5 million (this includes integration and acquisition related expenses). The reduction in the cost base excluding the CCT acquisition was driven by benefits from the cost-out programmes, principally in UK Mortgage Services. Cost of sales was lower due to the mix of sales between periods. FY21 costs were also impacted by a significant doubtful receivable provision in Class Actions.
The Group’s effective tax rate was favourable to the prior period due to lower Base Erosion and Anti-abuse Tax (BEAT) expense in the US and the positive impact of the profit mix across geographies.
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 2021 was declared on 10 August 2021 and paid on 13 September 2021. This was an ordinary dividend of AU 23 cents per share, franked to 60% and amounting to AUD 138,832,935 ($100,934,233).
An interim dividend was declared on 8 February 2022 and paid on 17 March 2022. This was an ordinary dividend of AU 24 cents per share, franked to 40% and amounting to AUD 144,863,359 ($105,318,468).
A final dividend in respect of the year ended 30 June 2022 was declared by the directors of the Company on 9 August 2022, to be paid on 12 September 2022. This is an ordinary unfranked dividend of AU 30 cents per share. As the dividend was not declared until 9 August 2022, a provision was not recognised as at 30 June 2022.
- 3 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2022
| FOR THE YEAR ENDED 30 JUNE 2022 | |
|---|---|
| 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 11 Profit before related income tax expense Income tax expense/(credit) 5 Profit for the year Other comprehensive income that may be reclassified to profit or loss Cash flow hedges and cost of hedging 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 |
2022 2021 $000 $000 2,562,059 2,281,131 500 1,249 2,494 781 |
| 2,565,053 2,283,161 51,435 50,893 1,874,932 1,675,327 324,683 295,462 47,930 38,655 60,045 54,867 |
|
| 2,307,590 2,064,311 545 389 309,443 270,132 81,663 80,933 |
|
| 227,780 189,199 |
|
| (70,011) (7,651) (62,075) 68,114 23,276 (512) |
|
| (108,810) 59,951 |
|
| 118,970 249,150 |
|
| 227,659 188,974 121 225 |
|
| 227,780 189,199 |
|
| 119,211 248,366 (241) 784 |
|
| 118,970 249,150 |
|
| 37.71 cents 33.77 cents 37.62 cents 33.76 cents |
The above preliminary 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 2022
| 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 8 Other current assets Total current assets NON-CURRENT ASSETS Receivables Investments accounted for using the equity method 11 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 Liabilities classified as held for sale 8 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 9 Reserves Retained earnings 15 Total parent entity interest Non-controlling interests Total equity |
2022 2021 $000 $000 1,000,817 816,810 84,122 76,187 481,181 419,890 296,118 335,697 8,188 8,540 5,263 5,452 7,130 10,588 43,470 37,625 78,763 2,888 2,853 5,033 |
|---|---|
| 2,007,905 1,718,710 |
|
| 171 194 8,380 9,097 61,807 34,210 134,207 102,671 170,721 206,601 172,811 149,129 3,536,727 3,029,051 630 2,222 |
|
| 4,085,454 3,533,175 |
|
| 6,093,359 5,251,885 |
|
| 543,669 491,760 559,331 322,376 40,703 50,605 24,663 28,153 5,135 218 37,601 58,645 651 9,452 34,460 34,459 23,897 - |
|
| 1,270,110 995,668 |
|
| 38,899 3,061 1,843,020 1,387,610 162,145 193,488 230,831 1,314 232,033 234,219 23,147 24,529 975 1,264 97,734 131,135 |
|
| 2,628,784 1,976,620 |
|
| 3,898,894 2,972,288 |
|
| 2,194,465 2,279,597 |
|
| 519,299 519,299 (113,082) (7,052) 1,786,818 1,765,412 |
|
| 2,193,035 2,277,659 1,430 1,938 |
|
| 2,194,465 2,279,597 |
The above preliminary 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 2022
Attributable to members of Computershare
| Note Total equity at 1 July 2021 Profit for the year Cash flow hedges and cost of hedging 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 Cash purchase of shares on market Share based remuneration Balance at 30 June 2022 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 Rights issue, net of transaction costs and tax Transfer from share buy-back reserve Cash purchase of shares on market Share based remuneration Balance at 30 June 2021 |
Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity $000 $000 $000 $000 $000 $000 519,299 (7,052) 1,765,412 2,277,659 1,938 2,279,597 - - 227,659 227,659 121 227,780 - (70,011) - (70,011) - (70,011) - (61,713) - (61,713) (362) (62,075) - 23,276 - 23,276 - 23,276 |
|---|---|
| - (108,448) 227,659 119,211 (241) 118,970 |
|
| - - (206,253) (206,253) (267) (206,520) - (23,698) - (23,698) - (23,698) - 26,116 - 26,116 - 26,116 |
|
| 519,299 (113,082) 1,786,818 2,193,035 1,430 2,194,465 |
|
| Attributable to members of Computershare 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 |
The above preliminary 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 2022
| 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 Payments for purchase of controlled entities and businesses (net of cash acquired) Proceeds from/(payments for) intangible assets including MSRs Proceeds from sale of associate 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 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 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 year1 |
2022 2021 $000 $000 2,586,419 2,424,285 (1,993,642) (1,880,709) 56,147 (68,681) 657 1,550 (81,323) (77,664) 2,494 781 (76,217) (92,926) |
|---|---|
| 494,535 306,636 |
|
| (730,590) (21,829) (65,670) (124,987) 15,850 - (22,927) 15,875 (42,803) (16,294) |
|
| (846,140) (147,235) |
|
| - 607,820 (23,698) (16,271) 1,426,761 286,772 (513,203) (672,395) (28,157) 41,202 (188,686) (170,929) (17,567) (1,410) (267) (473) (50,261) (48,476) |
|
| 604,922 25,840 |
|
| 253,317 185,241 816,810 597,313 (39,362) 34,256 |
|
| 1,030,765 816,810 |
1 Cash and cash equivalents at 30 June 2022 includes $29.9 million cash presented in the assets classified as held for sale line item in the preliminary consolidated statement of financial position.
The above preliminary 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 preliminary financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities is prepared in accordance with Australian Accounting Standards. The preliminary 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.
2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD
Refer to the Market Announcement and Management Presentation dated 9 August 2022 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.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
3. EARNINGS PER SHARE (Appendix 4E item 14.1)
| Year ended 30 June 2022 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 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 |
Basic EPS Diluted EPS Management Basic EPS Management Diluted EPS 37.71 cents 37.62 cents 57.95 cents 57.81 cents $000 $000 $000 $000 227,780 227,780 227,780 227,780 (121) (121) (121) (121) - - 122,212 122,212 |
|---|---|
| 227,659 227,659 349,871 349,871 |
|
| 603,729,336 605,218,571 603,729,336 605,218,571 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 |
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 |
2022 2021 Number Number 603,729,336 559,519,258 590,415 91,168 898,820 136,637 |
|---|---|
605,218,571 559,747,063 |
No employee share appreciation rights or performance rights have been issued since year-end.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
For the year ended 30 June 2022 management adjustment items include the following:
| Amortisation Amortisation of intangible assets Acquisitions and disposals Acquisition related integration expenses Acquisition and disposal related expenses Gain on disposals Other Major restructuring costs Marked to market adjustments - derivatives Voucher Services impairment Total management adjustment items |
Gross Tax effect Net of tax $000 $000 $000 (84,872) 21,491 (63,381) (61,522) 14,689 (46,833) (16,310) 4,110 (12,200) 18,516 (4,586) 13,930 (16,966) 3,830 (13,136) 621 (144) 477 (1,069) - (1,069) |
|---|---|
| (161,602) 39,390 (122,212) |
Management Adjustment Items
Management adjustment items net of tax for the year ended 30 June 2022 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 2022 was $63.4 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. Amortisation relating to intangible assets recognised for the corporate trust acquisition in FY22 net of tax was $25.2 million.
Acquisitions and disposals
-
Acquisition-related integration expenses are associated mainly with the integration of the newly acquired corporate trust business ($26.0 million) and the ongoing integration of Equatex including the rollout of the acquired software ($20.1 million).
-
Acquisition-related expenses of $9.6 million were incurred for the acquisition of the corporate trust business from Wells Fargo and $0.1 million was spent on the acquisition of Worldwide Incorporators Ltd. Disposal costs related to the planned sale of UK mortgage services business amounted to $2.5 million during the reporting period.
-
Disposal of the Group's investment in Milestone Group Pty Ltd resulted in an after-tax gain of $12.4 million. The consolidated entity also recorded a gain of $1.5 million on the sale of Private Capital Solutions client accounts in Canada.
Other
-
Costs of $13.1 million were incurred in respect of major restructuring programmes spanning several years such as UK mortgage services, continued property rationalisation, as well as an initiative to transform the global finance and people functions.
-
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 gain of $0.5 million.
-
As the remaining forecast cash flows of Computershare’s Voucher Services continue being realised, an impairment charge of $1.1 million was booked against goodwill related to this business. As the Voucher Services portfolio continues to run off, it is expected that the remaining goodwill of $10.0 million will be written off in the coming years.
-
10 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
For the year ended 30 June 2021 management adjustment items were as follows:
| Amortisation Amortisation of 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 $000 Tax effect $000 Net of tax $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) |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
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 global business lines:
-
Issuer Services
-
Mortgage Services & Property Rental Services
-
Employee Share Plans & Voucher Services
-
Business Services
-
Communication Services & Utilities
-
Computershare Corporate Trust
-
Technology Services
Issuer Services comprise register maintenance, corporate actions, stakeholder relationship management and corporate governance and related services. Mortgage Services & Property Rental Services comprise mortgage servicing and related activities, together with tenancy deposit 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 comprises the provision of bankruptcy and class actions administration services and the legacy corporate trust operations in Canada and the US. Communication Services and Utilities operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery. Computershare Corporate Trust comprises trust and agency services in connection with the administration of debt securities in the US. 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 management adjusted earnings before interest and tax (management adjusted EBIT).
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
OPERATING SEGMENTS
| June 2022 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 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 |
Issuer Services Employee Share Plans & Voucher Services Communicati on Services & Utilities Mortgage Services & Property Rental Services Business Services Computers hare Corporate Trust Technology Services Total $000 $000 $000 $000 $000 $000 $000 $000 1,009,403 341,846 349,339 587,217 170,578 335,951 238,538 3,032,872 (29,902) (1,814) (168,784) - (1,295) - (238,519) (440,314) |
|---|---|
| 979,501 340,032 180,555 587,217 169,283 335,951 19 2,592,558 |
|
| 74,660 42,233 - - - - - 116,893 122,793 13,696 83,450 - - - 19 219,958 86,407 21,044 14,645 - 70,748 - - 192,844 54,312 9,094 32,216 - - - - 95,622 111,184 199,775 8,620 161,143 9,580 - - 490,302 530,145 54,190 41,624 426,074 88,955 335,951 - 1,476,939 |
|
| 979,501 340,032 180,555 587,217 169,283 335,951 19 2,592,558 |
|
| 263,654 84,478 29,314 25,168 39,483 86,161 4,216 532,474 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 |
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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 |
2022 2021 $000 $000 3,032,872 2,749,369 (440,314) (428,187) (32,797) (39,652) 5,292 1,631 |
|---|---|
| 2,565,053 2,283,161 |
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 integration expenses Acquisition and disposal related expenses Major restructuring costs Gain on disposals Reversal of provision Marked to market adjustments - derivatives Voucher Services impairment Total management adjustment items (note 3) Finance costs Profit before income tax from continuing operations |
2022 2021 $000 $000 532,474 446,789 (1,384) (727) |
|---|---|
| 531,090 446,062 |
|
| (84,872) (57,119) (61,522) (30,969) (16,310) (10,227) (16,966) (36,113) 18,516 11,241 - 4,428 621 (2,304) (1,069) - |
|
| (161,602) (121,063) (60,045) (54,867) |
|
| 309,443 270,132 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
5. RECONCILIATION OF INCOME TAX EXPENSE
Numerical reconciliation of income tax expense to prima facie tax payable
| 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: Withholding tax not creditable Effect of changes in tax rates and laws US state franchise tax Disposal of investment in Milestone Group Pty Ltd Prior year tax (over)/under provided Voucher Services goodwill impairment Non-deductible expenses related to Wells Fargo acquisition Net other Income tax expense /(credit) |
2022 2021 $000 $000 309,443 270,132 92,833 81,040 (15,702) (4,357) 2,192 1,353 (1,410) (38) 1,144 892 (898) - 394 (1,479) 321 - 76 1,823 2,713 1,699 |
| 81,663 80,933 |
6. CASH FLOW INFORMATION
(a) 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 from disposal of associate 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 Voucher Services impairment charge 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 |
2022 2021 $000 $000 227,780 189,199 274,020 239,290 (16,427) - (27,940) (40,987) 3,169 13,761 (545) (389) (18,770) (20,960) 24,479 20,618 1,069 - (621) 2,304 (66,942) 35,359 (29) (141) 56,147 (68,681) (7,865) 3,518 41,563 (54,262) 5,447 (11,993) |
|---|---|
| 494,535 306,636 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
(b) Reconciliation of liabilities arising from financing activities
| Opening balance at 1 July 2021 Cash flows Non-cash changes: Acquisitions of entities and businesses Additions Fair value adjustments Transfers and other Liabilities classified as held for sale Currency translation difference Balance at 30 June 2022 |
Current borrowings Non- current borrowings Current lease liabilities Non- current lease liabilities Cross currency swap Total $000 $000 $000 $000 $000 $000 322,376 1,387,610 50,605 193,488 204 1,954,283 (248,158) 1,145,985 (50,261) - (12,426) 835,140 - - 1,827 8,162 - 9,989 - - 4,689 13,341 - 18,030 - (108,669) - - 17,913 (90,756) 483,380 (488,826) 38,629 (38,628) - (5,445) - - (2,570) (3,213) - (5,783) 1,733 (93,080) (2,216) (11,005) (973) (105,541) |
|---|---|
| 559,331 1,843,020 40,703 162,145 4,718 2,609,917 |
7. BUSINESS COMBINATIONS
The Group continues to seek acquisition and other growth opportunities where value can be added and returns enhanced for the shareholders. The following controlled entities and businesses were acquired by the consolidated entity at the date stated and their operating results have been included in the Group’s results from the acquisition date. Where goodwill is marked as provisional, identification and valuation of net assets acquired will be completed within a 12-month measurement period in accordance with the Group’s accounting policy.
a) On 1 November 2021, Computershare acquired the assets of Wells Fargo corporate trust services (CCT), a leading US based provider of trust and agency services to government and corporate clients. Total consideration was $725.6 million. 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.
Acquisition related costs of $13.1 million are included in direct services in the statement of comprehensive income.
This business combination contributed $331.3 million to the total revenue and $64.5 million net profit of the Group for the period of 1 November 2021 to 30 June 2022. If the acquisition had occurred on 1 July 2021, the total revenue and net profit contribution would have been $474.9 million and $74.1 million respectively.
Details of the acquisition are as follows:
| Cash consideration Total purchase consideration Less fair value of identifiable net assets acquired Provisional goodwill on consolidation |
$000 725,600 |
|---|---|
| 725,600 (595,489) |
|
| 130,111 |
The goodwill recognised is deductible for tax purposes. The purchase price accounting remains provisional at year end due to the size and complexity of the acquisition.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Assets and liabilities arising from this acquisition are as follows:
| Trade and unbilled receivables1 Loan servicing advances Customer relationships Software Right-of-use assets Property, plant and equipment Accruals Contract liabilities – current2 Contract liabilities – non-current2 Lease liabilities Provisions Mortgage servicing related liabilities Net assets Purchase consideration: Inflow/(outflow) of cash to acquire the entities, net of cash acquired: Cash consideration Net inflow/(outflow) of cash |
Fair value $000 30,839 16,568 595,500 3,443 10,150 18,140 (8,326) (16,127) (40,347) (9,989) (2,992) (1,370) |
|---|---|
| 595,489 | |
| $000 (725,600) |
|
| (725,600) |
1 The fair value of acquired trade receivables is $21.8 million. The gross contractual amount due is $23.6 million, with a loss allowance of $1.8 million recognised on acquisition.
2 Deferred revenue
b) On 8 October 2021, Computershare acquired 100% of Worldwide Incorporators Ltd., a registered agent business based in Delaware, US. Total consideration was $1.0 million. This business combination is not material to the Group.
Details of the acquisition are as follows:
| Cash consideration Total purchase consideration Less fair value of identifiable assets acquired Provisional goodwill on consolidation |
$000 963 |
|---|---|
| 963 (272) |
|
| 691 |
The goodwill recognised is deductible for tax purposes.
c) On 1 April 2022, Computershare acquired the assets of the aircraft leasing business of Wells Fargo. Cash consideration received was $3.7 million, which was equal to the net liabilities taken on by Computershare, leading to provisional goodwill of nil. This business combination is included in the Computershare Corporate Trust segment and is not material to the group.
Details of the acquisition are as follows:
| Cash consideration received Total consideration received Less fair value of identifiable net liabilities acquired Provisional goodwill on consolidation |
$000 3,744 |
|---|---|
| 3,744 (3,744) |
|
| - |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
8. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
Computershare is currently engaged in a sales process for its UK mortgage services business. The sale is considered to be highly probable based on the current status and is expected to complete within the next 12 months. Therefore, the associated assets and liabilities are classified as held for sale at 30 June 2022. The investment in Milestone was classified as held for sale in June 2021.
| Assets classified as held for sale Cash and cash equivalents Receivables Intangibles Goodwill Current tax assets Other assets Right-of-use assets Property, plant and equipment Investment in associate Total assets held for sale Liabilities directly associated with assets classified as held for sale Payables Lease liabilities Provisions Deferred tax liabilities Total liabilities held for sale |
30 June 30 June 2022 2021 $000 $000 29,948 - 19,072 - 11,871 - 10,484 - 49 - 3,838 - 2,587 - 914 - - 2,888 |
|---|---|
| 78,763 2,888 |
|
| 13,992 - 5,783 - 3,943 - 179 - |
|
| 23,897 - |
9. CONTRIBUTED EQUITY (Appendix 4E item 14.2)
There have been no share buy-backs or issue of ordinary shares during the year ended 30 June 2022.
Movement in contributed equity
| Balance at 1 July 2021 Balance at 30 June 2022 |
Number of shares $000 603,729,336 519,299 |
|---|---|
| 603,729,336 519,299 |
10. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF (Appendix 4E item 10)
Acquired Date control gained Worldwide Incorporators Ltd. 8 October 2021
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
11. ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)
| Name | Place of | Principal activity | Ownership | Ownership | Consolidated | Consolidated |
|---|---|---|---|---|---|---|
| incorporation | interest | carrying | ||||
| amount | ||||||
| June | June | June | June | |||
| 2022 | 2021 | 2022 | 2021 | |||
| % | % | $000 | $000 | |||
| Joint Ventures | ||||||
| Computershare Pan Africa Holdings Ltd Mauritius | Investor Services | 60 | 60 | - | - | |
| Asset Checker Ltd3 | United Kingdom | Investor Services | - | 50 | - | - |
| Associates | ||||||
| Expandi Ltd | United Kingdom | Investor Services | 25 | 25 | 6,709 | 7,414 |
| Milestone Group Pty Ltd1 | Australia | Technology Services | - | 20 | - | - |
| Reach LawTech Pty Ltd2 | Australia | Investor Services | 46.5 | - | - | - |
| The Reach Agency Holdings Pty Ltd | Australia | Investor Services | 46.5 | 46.5 | 1,671 | 1,683 |
| Mergit s.r.l. | Italy | Technology Services | 30 | 30 | - | - |
| 8,380 | 9,097 |
1 The investment in Milestone Group Pty Ltd was sold during the reporting period. A post-tax gain of $12.4 million was recorded on the disposal. Additional contingent consideration may be receivable over a three-year period if certain revenue targets are achieved. No value was ascribed to contingent consideration in the disposal result recorded at 30 June 2022. At 30 June 2021, Milestone was classified as held for sale.
2 On 16 December 2021, Computershare acquired 46.5% interest in Reach LawTech Pty Ltd.
3 Asset Checker Ltd was dissolved on 22 February 2022.
The share of net profit/loss of associates and joint ventures accounted for using the equity method for the year ended 30 June 2022 is a $0.5 million gain (2021: $0.4 million gain).
12. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)
Refer to the Market Announcement and Management Presentation.
13. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 7)
Details of dividends declared or paid during or subsequent to the year ended 30 June 2022 are as follows:
==> picture [503 x 144] intentionally omitted <==
----- Start of picture text -----
Record date Payment date Type Amount Total dividend Franked Conduit
per (AUD) amount per Foreign
security security Income
amount per
security
18 August 2021 13 September 2021 Final AU 23 cents AUD 138,832,935 AU 13.8 cents AU 9.2 cents
16 February 2022 17 March 2022 Interim AU 24 cents AUD 144,863,359 AU 9.6 cents AU 14.4 cents
17 August 2022 12 September 2022 Final AU 30 cents AUD 181,118,801 AU 0.0 cents AU 30.0 cents
----- End of picture text -----*
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Based on 603,729,336 shares on issue as at 9 August 2022
-
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
14. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 8)
Computershare operates a Dividend Reinvestment Plan (DRP) which provides eligible shareholders with the opportunity to elect to take all or part of dividends in the form of shares in accordance with the DRP plan rules. Shares are provided under the plan free of brokerage and other transaction costs and will rank equally with all other ordinary shares on issue.
The DRP will apply to the final dividend declared on 9 August 2022 in respect of the FY22 financial year. Applications or notices received after 5.00pm (Melbourne time) on 18 August 2022 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 22 August 2022 to 2 September 2022 (inclusive). No discount will apply to the DRP price.
15. RETAINED EARNINGS (Appendix 4E item 6)
| Retained earnings Retained earnings at the beginning of the financial year Ordinary dividends provided for or paid Net profit/(loss) attributable to members of Computershare Limited Retained earnings at the end of the financial year |
2022 2021 $000 $000 1,765,412 1,761,188 (206,253) (184,750) 227,659 188,974 |
|---|---|
| 1,786,818 1,765,412 |
16. NTA BACKING (Appendix 4E item 9)
| 2022 | 2021 | |
|---|---|---|
| Net tangible asset backing per ordinary share | (2.51) | (1.49) |
17. COMMENTARY ON RESULTS (Appendix 4E item 14)
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. SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)
Refer to the Market Announcement and Management Presentation.
20. OTHER FACTORS THAT AFFECTED RESULTS IN THE PERIOD OR WHICH ARE LIKELY TO AFFECT RESULTS IN THE FUTURE (Appendix 4E item 14.6)
Refer to the Market Announcement and Management Presentation.
21. AUDIT STATUS (Appendix 4E item 15)
This report is based on accounts which are in the process of being audited.
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