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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.

  • 2 -

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.

  • 4 -

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.

  • 5 -

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.

  • 6 -

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.

  • 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 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.

  • 8 -

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.

  • 9 -

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)
  • 11 -

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).

  • 12 -

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
  • 13 -

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
  • 14 -

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
  • 15 -

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.

  • 16 -

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)
-
  • 17 -

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

  • 18 -

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 -----*

  • Based on 603,729,336 shares on issue as at 9 August 2022

  • 19 -

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.

  • 20 -