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COMPUTERSHARE LIMITED. Annual Report 2023

Aug 14, 2023

64696_rns_2023-08-14_7b0b4fbe-5ae2-45b8-ac08-b268058de5bd.pdf

Annual Report

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ASX PRELIMINARY FINAL REPORT Computershare Limited

ABN 71 005 485 825

30 JUNE 2023

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 2023 (Previous corresponding period year ended 30 June 2022)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

$000
Revenuefrom continuing operations up 24.8% to
3,200,845
(Appendix 4E item 2.1)
Profit/(loss)after tax attributable to members up 95.4% to 444,744
(Appendix 4E item 2.2)
Net profit/(loss)for the period attributable to members up 95.4% to 444,744
(Appendix 4E item 2.3)
Dividends Amount per security Franked amount per security
(Appendix 4E item 2.4)
Final dividend AU 40 cents AU 0 cents
Interim dividend AU 30 cents AU 0 cents

Record date for determining entitlements to the final dividend (Appendix 4E item 2.5) 23 August 2023

Explanation of revenue (Appendix 4E item 2.6)

Total revenue from continuing operations for the year ended 30 June 2023 was $3,200.8 million (2022: $2,565.1 million), an increase of 24.8% ($635.8 million) over the corresponding period. This was predominantly driven by a full year’s contribution from the acquisition of the Computershare Corporate Trust (CCT) business, which completed on 1 November 2021 and increased margin income as a result of higher global interest rates and renegotiated banking arrangements.

CCT contributed total revenues of $847.4 million, an increase of $511.4 million versus the prior corresponding period. Included in these revenues, margin income totalled $372.4 million, an increase of $316.9 million relative to FY22. This was due to the rise seen in US interest rates over the course of FY23 as well as renegotiated terms with our primary CCT banking partner. CCT fee revenues were $194.5 million higher, also reflecting a full year of ownership.

Excluding the impact of the CCT business, revenues were up $124.4 million. Margin income increased by $271.4 million primarily driven by increases in global interest rates from FY22 Q4 onwards. Other operating revenues declined $147million reflecting lower levels of event and transaction related activity, in large part a direct consequence of the higher levels of interest rates and associated market uncertainty, as well as the sale of the Kurtzman Carson Consultants (KCC) business in May 2023.

Key business unit movements outside of CCT were as follows:

  • Issuer Services revenues grew by $110.8 million. Margin income improved by $150.0 million and fee revenues in Governance Services increased by $5.6 million. These were partially offset by lower event-based activity for Corporate Actions and Stakeholder Relationship Management and reduced transactional volumes in Registry, with overall fee and transaction income down by $39.1 million as a result.

  • Employee Share Plans increased by $18.6 million, including margin income of $24.8 million. Fee revenues decreased by $6.2 million primarily due to adverse foreign exchange movements (a weaker British pound). In constant currency, fee revenue was favourable driven by strong core fee growth and trading activity, particularly in EMEA and the US.

  • Business Services revenues increased by $36.9 million. Legacy Corporate Trust revenues were higher by $34.5 million, predominantly represented by greater levels of margin income. During its 10 months of ownership by the Group, KCC contributed revenues of $96.2 million, made up of fee revenue of $71.4 million and Margin Income of $24.8 million. Fee revenue was lower by $13.9 million due to lower volumes of Class Actions and Bankruptcy activity during the period of ownership prior to its disposal on 1 May 2023 whilst margin income was greater by $16.3 million. Overall, KCC revenues were $2.4 million higher in FY23 relative to the prior corresponding period.

  • Mortgage Services revenues fell by $20.7 million. This was due to lower transaction fee income in the US where higher mortgage interest rates impacted origination, refinancing and recovery related activity whilst our servicing portfolio continued to swing towards capital light sub-servicing. Margin

  • 2 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2023 (Previous corresponding period year ended 30 June 2022)

RESULTS FOR ANNOUNCEMENT TO THE MARKET

income increased by $49.3 million reflecting higher rates. In the UK, revenues were lower by $12.7 million primarily due book run-off and adverse foreign exchange movements.

A weaker Australian dollar, British pound and Canadian dollar relative to the corresponding period decreased the translated 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 grew by $217.1 million over the corresponding period to $444.7 million, an increase of 95.4%.

As outlined above, operating revenue was higher than the corresponding period due to a full year of ownership of the CCT business and increased margin income due to rising interest rates and renegotiated banking arrangements. Excluding these items, there was a decline in fee revenues in Issuer Services and Mortgage Services largely due to market conditions impacting transaction and event-based activity. Outside normal trading revenues, the Group benefitted from higher interest income due to rising interest rates.

Other income decreased predominantly due to the recognition of a gain on disposal of Milestone Group Pty Ltd in FY22 of $16.4 million. In comparison, this was $4.1 million in FY23 due to revaluation of contingent consideration receivable. Other income was also impacted by a reduction in MSR gains on sale of $15.5 million.

Total expenses increased by $297.6 million in the year. Of this, $221.5 million reflects a full 12 months of CCT ownership relative to 8 months in the prior corresponding period and also includes integration and acquisition related expenses, which have been accounted for as management adjustments (refer to notes 3 and 4). Otherwise, expenses were $76.1 million higher than the prior period driven by general inflation, impacting both personnel and vendor related costs, financing costs from increased interest rates and costs associated with the implementation of new systems in both the Finance and People functions and a cost-out programme in US Mortgage Services. Impairment charges of $25.2 million were also incurred for UK Mortgage Services and Voucher Services.

The KCC business was disposed as of 1 May 2023, resulting in an after tax loss on disposal of $6.4 million. A before tax loss of $13.6 million was offset by a tax benefit of $7.2 million. The write-off of deferred tax balances, associated with the sale of KCC, directly impacted tax expense.

The Group’s effective tax rate at 28% increased from FY22 (26.4%). FY23 includes $7.6 million of Canadian withholding tax on internal dividends, which was not creditable.

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, determined or recommended since the end of the preceding financial year:

Ordinary shares

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 was an ordinary unfranked dividend of AU 30 cents per share, amounting to AUD 181,098,242 ($122,484,506).

An interim dividend was determined on 22 February 2023 and paid on 21 March 2023. This was an ordinary unfranked dividend of AU 30 cents per share, amounting to AUD 181,118,801 ($121,051,006).

A final dividend in respect of the year ended 30 June 2023 was determined by the directors of the Company to be paid on 18 September 2023. This is an ordinary unfranked dividend of AU 40 cents per share, amounting to AUD 241,491,734, based on shares on issue as at 15 August 2023. The dividend was not determined to be paid until 15 August 2023 and accordingly no provision has been recognised as at 30 June 2023.

  • 3 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES PRELIMINARY CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2023

FOR THE YEAR ENDED 30 JUNE 2023
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
2023
2022
$000
$000
3,166,729
2,562,059
4,770
500
29,346*
2,494
3,200,845
2,565,053
21,691
51,435
2,030,767
1,874,932
384,318
324,683
56,216
47,930
133,839
60,045
2,605,140
2,307,590

295
545
617,691
309,443
172,973
81,663
444,718
227,780
(239,526)
(70,011)
(35,921)
(62,075)
73,852
(15,121)
(201,595)
(147,207)
243,123
80,573
444,744
227,659
(26)
121
444,718
227,780
243,511
80,814
(388)
(241)
243,123
80,573

73.67 cents
37.71 cents

73.50 cents
37.62 cents
  • The 30 June 2022 amount of income tax relating to components of other comprehensive income has been restated, please refer to Statement of Changes in Equity for further information.

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 2023

AS AT 30 JUNE 2023
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
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
30 June
30 June
2023
2022
$000
$000
1,141,695
1,000,817
98,973
84,122
519,415
481,181
318,727
296,118
10,226
8,188
6,310
5,263
9,303
7,130
59,332
43,470
-
78,763
9,464*
2,853
2,173,445
2,007,905
93,296
171
8,344
8,380
54,115
61,807
140,266
134,207
145,699
170,721
238,575
137,752
3,291,996
3,536,727
649
630
3,972,940
4,050,395
6,146,385
6,058,300
544,242
543,669
593,864
559,331
35,934
40,703
37,025
24,663
6,558
5,135
43,616
37,601
1,084
651
30,042
34,460
-
23,897
1,292,365
1,270,110
19,130
38,899
1,764,003
1,843,020
140,213
162,145
469,748
230,831
227,469
232,033
23,377
23,147
-
975
69,098
97,734
2,713,038
2,628,784
4,005,403
3,898,894
2,140,982
2,159,406
519,299
519,299
(357,335)
(138,090)
1,977,976
1,776,767
2,139,940
2,157,976
1,042
1,430
2,140,982
2,159,406
  • The 30 June 2022 deferred tax asset and reserves balances have been restated, please refer to Statement of Changes in Equity for further information.

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 2023

Attributable to members of Computershare Limited

Note
Total equity at 1 July 2022
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
14
Cash purchase of shares on
market
Share based remuneration
Balance at 30 June 2023
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
14
Cash purchase of shares on
market
Share based remuneration
Balance at 30 June 2022*
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests Total Equity
$000
$000
$000
$000
$000
$000
519,299
(138,090)
1,776,767
2,157,976
1,430
2,159,406
-
-
444,744
444,744
(26)
444,718
-
(239,526)
-
(239,526)
-
(239,526)
-
(35,559)
-
(35,559)
(362)
(35,921)
-
73,852
-
73,852
-
73,852
-
(201,233)
444,744
243,511
(388)
243,123
-
-
(243,535)
(243,535)
-
(243,535)
-
(49,433)
-
(49,433)
-
(49,433)
-
31,421
-
31,421
-
31,421
519,299
(357,335)
1,977,976
2,139,940
1,042
2,140,982
Attributable to members of Computershare Limited
Contributed
Equity
Reserves
Retained
Earnings
Total
Non-
controlling
Interests Total Equity
$000
$000
$000
$000
$000
$000
519,299
6,337
1,755,361
2,280,997
1,938
2,282,935
-
-
227,659
227,659
121
227,780
-
(70,011)
-
(70,011)
-
(70,011)
-
(61,713)
-
(61,713)
(362)
(62,075)
-
(15,121)
-
(15,121)
-
(15,121)
-
(146,845)
227,659
80,814
(241)
80,573
-
-
(206,253)
(206,253)
(267)
(206,520)
-
(23,698)
-
(23,698)
-
(23,698)
-
26,116
-
26,116
-
26,116
519,299
(138,090)
1,776,767
2,157,976
1,430
2,159,406
  • The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.

** The 30 June 2022 deferred tax asset and the tax impact related to foreign currency translation reserve (FCTR) balance have been restated by $38.4 million to reflect updated assumptions relevant to the comparative period, resulting in a reduction to the income tax relating to components of other comprehensive income.

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 2023

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 sale of controlled entities (net of cash disposed)
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
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

2023
2022
$000
$000
3,177,472
2,586,419
(2,263,313)
(1,993,642)
(22,611)
56,147
4,770
657
(143,654)
(81,323)
29,346
2,494
(181,012)
(76,217)
600,998
494,535
(9,628)
(730,590)
42,344
-
(70,708)
(65,670)
-
15,850
4,221
(22,927)
(41,891)
(42,803)
(75,662)
(846,140)
(49,497)
(23,698)
714,134
1,426,761
(783,012)
(513,203)
(5,062)
(28,157)
(213,809)
(188,686)
(29,727)
(17,567)
-
(267)
(43,699)
(50,261)
(410,672)
604,922
114,664
253,317
1,030,765
816,810
(3,734)
(39,362)
1,141,695
1,030,765

1 Cash and cash equivalents at 30 June 2023 includes nil cash (30 June 2022: $29.9 million) presented in the assets classified as held for sale line item in the 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 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.

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

Refer to the Market Announcement and Management Presentation dated 15 August 2023 for discussion of the nature and amount of material items affecting revenue, expenses, assets, liabilities, equity or cash flows, where their disclosure is relevant in explaining the financial performance or position of the entity for the period.

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

Year ended 30 June 2023
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 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
Basic EPS
Diluted EPS
Management
Basic EPS
Management
Diluted EPS
73.67 cents
73.50 cents
108.01 cents
107.76 cents
$000
$000
$000
$000
444,718
444,718
444,718
444,718
26
26
26
26
-
-
207,320
207,320
444,744
444,744
652,064
652,064
603,729,336
605,099,739
603,729,336
605,099,739
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
  • 8 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Reconciliation of weighted average number of shares used as the denominator:

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
2023
2022
Number
Number
603,729,336
603,729,336
549,955
590,415
820,448
898,820
605,099,739
605,218,571

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

Management Adjustment Items

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related integration expenses
Acquisition and disposal related expenses
Loss on disposal of KCC
Gain on other disposals
Contingent consideration remeasurement
Other
Major restructuring costs
Marked to market adjustments - derivatives
Impairment of assets
Total management adjustment items
Gross
Tax
Net of tax
$000
$000
$000
(96,205)
25,535
(70,670)
(106,383)
27,802
(78,582)
(6,679)
1,765
(4,913)
(13,643)
7,228
(6,415)
1,742
(254)
1,489
4,074
(1,222)
2,852
(39,742)
10,466
(29,276)
1,001
(307)
694
(25,164)
2,666
(22,499)
(280,999)
73,679
(207,320)

Management adjustment items net of tax for the year ended 30 June 2023 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 2023 was $70.7 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

  • Acquisition-related integration expenses are associated mainly with the integration of the Corporate Trust business ($57.8 million) and the ongoing integration of Equatex including a rollout of the acquired software ($20.8 million).

  • Disposal of the KCC business resulted in a net loss of ($6.4 million).

  • Disposals of the smaller CMC Funding, Inc. entity in the US ($1.4 million) and the true-up of prior-year disposal of Private Capital Solutions business in Canada ($0.1 million) gave rise to a gain after tax of $1.5 million.

  • A true-up of contingent consideration receivable for last year’s disposal of Milestone Group Pty Ltd resulted in an after-tax gain of $2.9 million.

  • 9 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

Other

  • Costs of $29.3 million were incurred in respect of major restructuring programmes spanning several years such as the US and UK mortgage services cost-out programmes and continued property rationalisation, as well as the implementation of new operating systems in both the 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 $0.7 million.

  • An impairment charge of $12.6 million after tax was incurred to write off intangible assets, right-of-use assets and PPE related to UK mortgage services, as they were not supported by the expected future cashflows of the businesses. Similarly, the remaining goodwill balance associated with Computershare’s Voucher Services business was fully written off in the reporting period resulting in a charge of $9.9 million, as the remaining forecast cash flows continued to run off.

For the year ended 30 June 2022 management adjustment items were as follows:

Amortisation
Amortisation of intangible assets
Acquisitions and disposals
Acquisition related expenses
Acquisition and disposal related expenses
Gain on disposal
Other
Major restructuring costs
Marked to market adjustments – derivatives
Voucher Services impairment
Total management adjustment items
Gross
Tax
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)
  • 10 -

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:

  • a) Issuer Services

  • b) Mortgage Services & Property Rental Services

  • c) Employee Share Plans & Voucher Services

  • d) Business Services

  • e) Communication Services & Utilities

  • f) Computershare Corporate Trust

  • g) 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 (the now disposed KCC business) 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).

  • 11 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

OPERATING SEGMENTS

30 June 2023
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
30 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
Issuer
Services
Employee
Share
Plans &
Voucher
Services
Communic
ation
Services &
Utilities
Mortgage
Services &
Property
Rental
Services
Business
Services1
Computer
share
Corporate
Trust
Technology
Services
Total
$000
$000
$000
$000
$000
$000
$000
$000
1,119,447
356,701
318,963
549,032
207,458
869,164
254,149
3,674,914
(29,214)
(4,961)
(152,105)
(200)
(1,312)
(21,286)
(253,885)
(462,963)
1,090,233
351,740
166,858
548,832
206,146
847,878
264 3,211,951
75,670
43,166
-
-
-
-
(5)
118,831
118,388
13,061
73,866
-
-
-
19
205,334
104,959
17,942
9,666
-
94,070
-
218
226,855
58,491
6,880
25,181
-
-
-
-
90,552
132,253
212,124
9,330
145,262
3,850
-
32
502,851
600,472
58,567
48,815
403,570
108,226
847,878
-
2,067,528
1,090,233
351,740
166,858
548,832
206,146
847,878
264
3,211,951
373,186
102,507
20,394
23,924
89,445
441,620
(7,098) 1,043,978
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 The Business Services segment ceased on 1 July 2023, as the KCC business was disposed on 1 May 2023, and the legacy corporate trust operations in Canada and the US have moved into the “Computershare Corporate Trust” segment.

  • 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 and external dividends
Total revenue from continuing operations
2023
2022
$000
$000
3,674,914
3,032,872
(462,963)
(440,314)
(19,834)
(32,797)
8,728
5,292
3,200,845
2,565,053

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 acquisition related intangible assets
Acquisition related integration expenses
Acquisition and disposal related expenses
Major restructuring costs
Gain on disposals
Contingent consideration remeasurement
Marked to market adjustments - derivatives
Impairment of assets
Disposal of KCC business (note 10)
Total management adjustment items (note 3)
Finance costs
Profit before income tax from continuing operations
2023
2022
$000
$000
1,043,978
532,474
(11,449)
(1,384)
1,032,529
531,090
(96,205)
(84,872)
(106,383)
(61,522)
(6,679)
(16,310)
(39,742)
(16,966)
1,742
18,516
4,074
-
1,001
621
(25,164)
(1,069)
(13,643)
-
(280,999)
(161,602)
(133,839)
(60,045)
617,691
309,443
  • 13 -

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
Non-deductible asset impairments
Disposal of KCC business
Capital gain on internal reorganisation
US State Franchise tax
Prior year tax (over)/under provided
Effect of changes in tax rates and laws
Disposal of investment in Milestone Group Pty Ltd
Net other
Income tax expense/(credit)
2023
2022
$000
$000
617,691
309,443

185,307
92,833
(23,808)
(15,702)
7,617
2,192
3,440
321
(3,328)
-
2,581
-
1,487
1,144
(1,486)
394
455
(1,410)
-
(898)
708
2,789
172,973
81,663
  • 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 from disposal of associate2
Net (gain)/loss from disposal of controlled entities
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
Impairment of assets
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
2023
2022
$000
$000
444,718
227,780
280,012
274,020
(4,074)
(16,427)
11,958
-
(10,730)
(27,940)
-
3,169
(295)
(545)
(14,972)
(18,770)
32,916
24,479
25,164
1,069
(1,001)
(621)
(74,004)
(66,942)
(1,067)
(29)
(22,611)
56,147
(9,550)
(7,865)
(47,427)
41,563
(8,039)
5,447
600,998
494,535

(b) Reconciliation of liabilities arising from financing activities

Opening balance at 1 July 2022
Cash flows
Non-cash changes:
Additions
Fair value adjustments
Transfers and other
Liabilities classified as held for sale3
Disposal of KCC
Currency translation difference
Balance at 30 June 2023
Current
borrowings
Non-
current
borrowings
Current
lease
liabilities
Non-
current
lease
liabilities
Cross
currency
swap
Total
$000
$000
$000
$000
$000
$000
559,331
1,843,020
40,703
162,145
4,718
2,609,917
4,017
(30,953)
(43,699)
-
(47,004)
(117,639)
-
-
4,272
12,614
-
16,886
(3,518)
(40,990)
-
-
40,589
(3,919)
27,442
(29,508)
33,426
(33,426)
-
(2,066)
-
-
2,570
3,214
-
5,784
-
-
(1,700)
(4,015)
-
(5,715)
6,592
22,434
362
(319)
(819)
28,250
593,864
1,764,003
35,934
140,213
(2,516)
2,531,498

2 Relates to remeasurement of contingent consideration on disposal of Milestone Group Pty Ltd. 3 Refer to Note 8.

  • 15 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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 business was acquired by the consolidated entity at the date stated and its operating results have been included in the Group’s results from the acquisition date.

On 1 June 2023, Computershare acquired the business and assets of SunDoc Filings, a US-based provider of comprehensive, nationwide document filing and retrieval services to professional services firms, escrow and small businesses. The total consideration was $9.9 million. 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.

Details of the acquisition are as follows:

Consideration
Total purchase consideration
Less fair value of identifiable net assets acquired
Provisional goodwill on consolidation
$000
9,941
9,941
(298)
9,643

Acquisition accounting for the CCT and Worldwide Incorporators Ltd business combinations has been finalised in the current reporting period. The acquisition accounting for the CCT acquisition did not change from what was reported in the 30 June 2022 Annual Report. Intangible assets of $0.7 million were recognised and adjusted out of goodwill for the Worldwide Incorporators Ltd acquisition.

In the prior year, the Group disclosed the acquisition of the aircraft leasing business of Wells Fargo as a business combination in the Computershare Corporate Trust segment. After further analysis, it has been concluded that this purchase should be treated as an acquisition of assets, and not a business combination. The change did not have any impact on the balance sheet and profit and loss for FY23 and was not material.

8. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE

Due to delays and uncertainties associated with the disposal process, it was determined that the sale of the UK mortgage services business was no longer highly probable to occur within 12 months. Therefore, despite the continued sale efforts, this business was no longer classified as held for sale as at 31 December 2022. There have been no major developments since December and the business is not classified as held for sale as at 30 June 2023.

As the non-current assets of UK Mortgage Services were subject to impairment testing in the reporting period, an impairment charge of $14.9 million was recorded, writing down the intangible assets, right-of-use assets and property, plant and equipment associated with this business to nil.

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 2023.

Movement in contributed equity
Balance at 1 July 2022
Balance at 30 June 2023
Number of shares
$000
603,729,336
519,299
603,729,336 519,299
  • 16 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

Disposed Date control lost
KCC business:
KCC Class Action Services LLC 1 May 2023
Kurtzman Carson Consultants Inc. 1 May 2023
Gilardi & Co., LLC 1 May 2023
Data Point Analysis Group, LLC 1 May 2023
Kurtzman Carson Consultants, LLC 1 May 2023
Gilco LLC 1 May 2023
Rosenthal & Company, LLC 1 May 2023
Administar Services Group LLC 1 May 2023
RicePoint Administration Inc. 1 May 2023
Settlement Recovery Group LLC 1 May 2023
Other
CMC Funding Inc. 3 May 2023

CMC Funding Inc.

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

Name Place of Principal activity Ownership interest Consolidated Consolidated
incorporation carrying amount
June June June June
2023 2022 2023 2022
% % $000 $000
Joint Ventures
Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 - -
Associates
Expandi Ltd United Kingdom Investor Services 25 25 6,757 6,709
Reach LawTech Pty Ltd Australia Investor Services 46.5 46.5 - -
The Reach Agency Holdings Pty Ltd Australia Investor Services 46.5 46.5 1,587 1,671
8,344 8,380

The share of net profit/loss of associates and joint ventures accounted for using the equity method for the year ended 30 June 2023 is a $0.3 million gain (2022: $0.5 million gain).

  • 17 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

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

On 1 May 2023, the Group disposed of the KCC business, which was based in North America and formed part of the Business Services segment. Under the terms of the sale, Computershare received a base consideration of $94.1 million with additional contingent consideration receivable.

Details of the disposal are as follows:

Details of the disposal are as follows:
Cash Consideration
Deferred Consideration
Contingent Consideration
Less:
Carrying amount of net assets disposed
Transaction costs
Gain/(loss) on disposal before income tax
Income tax (expense)/benefit
Gain/(loss) on disposal after income tax
$000
44,118
50,000
46,063
(149,042)
(4,782)
(13,643)
7,228
(6,415)

Contingent consideration includes $37.8 million, which represents the present value of the Group’s estimate of the probability-weighted discounted cash inflows that will be received, subject to targets within the sale contract being achieved by the acquirer over the 4 calendar years to 31 December 2026. As at 30 June 2023, there have been no changes in the estimate of the probable cash inflow. Future changes in such estimates, including unwinding of the discount, will be reassessed at the end of each reporting period and recorded in profit or loss.

The remaining contingent consideration of $8.3 million relates to other receivables, which are recognised based on the Group’s estimate of the probability-weighted discounted cash inflows over the next 2 years.

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

Details of dividends determined to be paid or paid during or subsequent to the year ended 30 June 2023 are as follows:

Record date Payment date Type Amount
per
security
Total dividend
(AUD)
Franked
amount per
security
Conduit
Foreign
Income
amount per
security
17 August 2022 12 September 2022 Final AUD 30
cents
181,098,242 AUD 0.0 cents AUD 30.0
cents
22 February 2023 21 March 2023 Interim AUD 30
cents
181,118,801 AUD 0.0 cents AUD 30.0
cents
23 August 2023 18 September 2023 Final AUD 40
cents
241,491,734* AUD 0.0 cents AUD 40.0
cents
  • Based on 603,729,336 shares on issue as at 15 August 2023.

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.

  • 18 -

COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION

The DRP will apply to the final dividend determined on 15 August 2023 in respect of the FY23 financial year. Applications or notices received after 5.00pm (Melbourne time) on 24 August 2023 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 28 August 2023 to 8 September 2023 (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
2023
2022
$000
$000
1,776,767
1,755,361
(243,535)
(206,253)
444,744*
227,659
1,977,976
1,776,767
  • The July 2021 opening equity balance was restated to reflect a correction of an immaterial error impacting prior periods which included the recognition of an additional share-based payment expense of $13.4 million in retained earnings and share-based payment reserve, as well as associated tax benefit of $3.3 million in retained earnings.

16. NTA BACKING (Appendix 4E item 9)

2023 2022
Net tangible asset backing per ordinary share (2.30) (2.51)

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.

  • 19 -