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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.
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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 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 |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Reconciliation of weighted average number of shares used as the denominator:
| 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.
-
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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) |
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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:
-
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).
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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.
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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 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 |
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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 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 |
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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.
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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 |
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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).
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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.
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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.
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