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COMPUTERSHARE LIMITED. — Interim / Quarterly Report 2018
Feb 13, 2018
64696_rns_2018-02-13_dc0765ab-ea40-4085-92e8-2b2a055b3ade.pdf
Interim / Quarterly Report
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ASX HALF-YEAR REPORT
Computershare Limited
ABN 71 005 485 825
31 December 2017
Lodged with the ASX under Listing Rule 4.2A
This information should be read in conjunction with the 30 June 2017 Annual Report.
| Contents | |
|---|---|
| Results for Announcement to the Market(Appendix 4D item 2) | 1 |
| Half-year report(ASX Listing rule 4.2A1) | 7 |
| Supplementary Appendix 4D information(Appendix 4D items 3 to 9) | 27 |
| Corporate Directory | 29 |
This half-year report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The interim financial report is presented in United States dollars (unless otherwise stated).
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2017 (Previous corresponding period half-year ended 31 December 2016)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | |||||
|---|---|---|---|---|---|
| Revenuefrom ordinary activities | up |
12.4% | to | 1,122,866 |
|
| (Appendix 4D item 2.1) | |||||
| Profit/(loss)after tax attributable to members | up | 14.0% | to | 171,237 |
|
| (Appendix 4D item 2.2) | |||||
| Net profit/(loss)for the period attributable to members | up | 14.0% | to | 171,237 |
|
| (Appendix 4D item 2.3) | |||||
| Dividends | Amount | per | Franked amount per | ||
| security | security | ||||
| (Appendix 4D item 2.4) | |||||
| Interim dividend | AU 19 cents | 0% | |||
| Final dividend (prior year) | AU 19 cents | 0% |
Record date for determining entitlements to the interim dividend (Appendix 4D item 2.5) 21 February 2018
Explanation of Revenue (Appendix 4D item 2.6)
Total revenue for the half-year was $1,122.9 million, a 12.4% increase over the corresponding period. The US region was the main driver of the growth with large events and margin income benefiting stakeholder relationship management, class actions and corporate actions. There was also 12% growth in US mortgage servicing driven by our focus on the key priorities and growth opportunities that have continued to build scale within the business.
Register maintenance revenues were slightly down for the half with positive contributions from Switzerland, the UK and India being more than offset by declines in Australia, Canada and the US. In addition to the strong performance of the US region, corporate activity in Hong Kong, Ireland and Canada showed modest improvement in the half-year. India’s mutual fund administration support services (business services) was up, driven by higher levels of assets under management. Plan managers was down for the half as improved transactional activity in Hong Kong and Continental Europe was offset by lower activity in Canada and the US and lower margin income in the UK.
Margin income increased during the period primarily driven by interest rate increases in the US and higher average client balances. The stronger British pound, Australian dollar and Canadian dollar relative to the prior period improved the translated contribution in those regions.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4D item 2.6)
Net statutory profit after tax attributable to members was $171.2 million, an increase of 14.0% over the corresponding period. This was supported by higher margin income and an improved operating performance in the US with growth in US mortgage services and solid event activity in class actions, corporate actions and stakeholder relationship management.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES HALF-YEAR ENDED 31 DECEMBER 2017 (Previous corresponding period half-year ended 31 December 2016)
RESULTS FOR ANNOUNCEMENT TO THE MARKET
The Group’s income tax expense for the six months ended 31 December 2017 was significantly lower than the previous corresponding period as it included a one-off $42.4m income tax credit due to the US Tax Cuts and Jobs Act 2017 which became effective on 1 January 2018. The key change impacting the half-year ending 31 December 2017 was the reduction of the federal corporate tax rate from 35% to 28% for Computershare’s financial year ending 30 June 2018 and 21% for years beginning after 30 June 2018, which required a restatement of the US deferred tax balances. The current period’s tax expense also included capital gains tax for the pending disposal of Karvy Computershare Private Limited (Karvy). Excluding the tax impact of one-off items, the Group’s effective tax rate increased in line with higher profits in the US.
Overall, the current period’s net profit after tax showed an improvement over the 31 December 2016 result, despite the non-recurrence of significant items such as the $49.1 million gain on the sale of the Group’s headquarters in Melbourne, Australia and the disposal of the Company’s investment in INVeSHARE recorded in the prior period.
Explanation of Net Profit/(loss) (Appendix 4D item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4D item 2.6)
The Company has announced an interim dividend for the current financial year of AU 19 cents per share. This dividend is unfranked.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES
INTERIM FINANCIAL REPORT FOR THE HALF-YEAR ENDED 31 December 2017
| Contents | |
|---|---|
| Directors’ report | 4 |
| Auditor’s independence declaration | 6 |
| Consolidated statement of profit or loss and other comprehensive income | 7 |
| Consolidated statement of financial position | 8 |
| Consolidated statement of changes in equity | 9 |
| Consolidated cash flow statement | 10 |
| Notes to the consolidated financial statements | 11 |
| Directors’ declaration | 23 |
| Statement to the Board of Directors | 24 |
| Independent auditor’s review report to the members | 25 |
This interim financial report does not include all the notes of the type normally included in the annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2017 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange Listing Rules.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
The Board of Directors of Computershare Limited (the Company) present their report in respect of the financial half-year ended 31 December 2017.
DIRECTORS
The names of the directors of the Company in office during the whole of the half-year and up to the date of this report, unless otherwise indicated, are:
Non-executive
Simon David Jones (Chairman) Tiffany Lee Fuller Markus Erhard Kerber Penelope Jane Maclagan Christopher John Morris Arthur Leslie Owen Joseph Mark Velli
Executive
Stuart James Irving (President and Chief Executive Officer)
PRINCIPAL ACTIVITIES
The principal activities of the consolidated entity during the course of the half-year were the operation of investor services, plan services, communication services, business services, stakeholder relationship management services and technology services.
-
The investor services operations comprise the provision of registry maintenance and related services.
-
The plan services operations comprise the provision of administration and related services for employee share and option plans.
-
The communication services operations comprise document composition and printing, intelligent mailing, inbound process automation, scanning and electronic delivery.
-
The business services operations comprise the provision of bankruptcy, class action and utilities administration services, voucher services, corporate trust services and mortgage servicing activities.
-
The stakeholder relationship management services group provides investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
-
Technology services includes the provision of software, specialising in share registry and financial services.
Computershare has a range of regulated businesses around the world, including transfer agencies, licensed dealers, corporate trusts and mortgage servicers.
REVIEW OF OPERATIONS
The Group recorded a profit before tax of $189.6 million for the half-year ended 31 December 2017 (2016: $182.5 million). Total revenue increased to $1,122.9 million (2016: $999.1 million) and operating cash flows increased by $20.4 million to $205.4 million (2016: $185.0 million). Excluding loan servicing advances, operating cash flows increased by $26.0 million (2016: increased $14.8 million).
Improved operating performance was led by growth in the US stakeholder relationship management, corporate actions and mortgage services businesses as well as the global class actions business. The Group also continued to make good progress during the period on its operational and process efficiency programs. Margin income increased during the period primarily driven by interest rate increases in the US and higher average client balances. The stronger British pound, Australian dollar and Canadian dollar relative to the prior period improved the translated contribution in those regions.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ REPORT
Statutory basic earnings per share increased by 14.4% to 31.43 cents. Apart from improved operating performance, this was impacted by significantly lower income tax expense for the six months ended 31 December 2017. Tax expense included a one-off $42.4m income tax credit due to a restatement of the deferred tax balances under the US Tax Cuts and Jobs Act 2017, which became effective on 1 January 2018.
Overall, the current period’s earnings per share showed an improvement over the 31 December 2016 result, despite the non-recurrence of significant items such as the $49.1 million gain on the sale of the Group’s headquarters in Melbourne and the disposal of the investment in INVeSHARE recorded in the prior period.
CONSOLIDATED PROFIT
The profit of the consolidated entity for the half-year was $171.2 million (2016: $150.2 million) after deducting income tax and non-controlling interests.
DIVIDENDS
The following dividends of the consolidated entity have been paid, declared or recommended since the end of the preceding financial year:
Ordinary shares
-
A final dividend in respect of the year ended 30 June 2017 was declared on 16 August 2017 and paid on 18 September 2017. This was an unfranked ordinary dividend of AU 19 cents per share, amounting to AUD 103,727,282 ($80,641,919).
-
An interim ordinary dividend declared by the directors of the Company in respect of the current financial year, to be paid on 16 March 2018. This is an unfranked ordinary dividend of AU 19 cents per share, amounting to AUD 103,161,615 based on shares on issue as at 14 February 2018. The dividend was not declared until 14 February 2018 and accordingly no provision has been recognised at 31 December 2017.
ROUNDING OF AMOUNTS
The Group is of a kind referred to in ASIC Corporations (Rounding in Financial/Directors’ Reports) Instrument 2016/191, issued by the Australian Securities and Investments Commission. In accordance with that legislative instrument, amounts in the interim financial report and the Directors’ Report have been rounded to the nearest thousand dollars unless specifically stated to be otherwise.
AUDITOR’S INDEPENDENCE DECLARATION
A copy of the auditor’s signed independence declaration as required under section 307C of the Corporations Act 2001 is provided immediately after this report.
Signed in accordance with a resolution of the Directors.
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SD Jones Chairman
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SJ Irving Chief Executive Officer
14 February 2018
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Auditor’s Independence Declaration
As lead auditor for the review of Computershare Limited for the half-year ended 31 December 2017, I declare that to the best of my knowledge and belief, there have been:
-
(a) no contraventions of the auditor independence requirements of the Corporations Act 2001 in relation to the review; and
-
(b) no contraventions of any applicable code of professional conduct in relation to the review.
This declaration is in respect of Computershare Limited and the entities it controlled during the period.
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Anton Linschoten Partner PricewaterhouseCoopers
Melbourne 14 February 2018
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001
T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME
For the half-year ended 31 December 2017
| COMPREHENSIVE INCOME For the half-year ended 31 December 2017 |
|||
|---|---|---|---|
| Half-year | |||
| Note | 2017 | 2016 |
|
| $000 | $000 | ||
| Revenue from continuing operations | |||
| Sales revenue | 1,119,295 | 996,598 | |
| Other revenue | 3,571 | 2,526 | |
| Total revenue from continuing operations | 1,122,866 | 999,124 | |
| Other income | 7,187 | 58,274 | |
| Expenses | |||
| Direct services | 757,164 | 690,314 | |
| Technology costs | 141,947 | 147,489 | |
| Corporate services | 13,493 | 11,138 | |
| Finance costs | **28,650 ** | 26,392 | |
| Total expenses | 941,254 | 875,333 |
|
Share of net profit/(loss) of associates and joint ventures accounted for |
|||
| using the equity method | 775 | 446 | |
| Profit before related income tax expense | 189,574 |
182,511 |
|
| Income taxexpense/(credit) | 4 | 14,074 | 29,511 |
| Profit for the half-year | **175,500 ** | 153,000 | |
| Other comprehensive income that may be reclassified to profit or | |||
| loss | |||
| Available-for-sale financial assets | 618 | 6 | |
| Cash flow hedges | (16) | (543) | |
| Exchange differences on translation of foreign operations | 13,626 | (28,690) | |
| Income tax relatingto components of other comprehensive income | **1,529 ** | (3,270) | |
| Total other comprehensive income for the half-year, net of tax | **15,757 ** | (32,497) | |
| Total comprehensive income for the half-year | **191,257 ** | 120,503 | |
Profit for the half-year attributable to: |
|||
| Members of Computershare Limited | 171,237 | 150,153 | |
| Non-controllinginterests | **4,263 ** | 2,847 | |
| 175,500 | 153,000 | ||
| Total comprehensive income for the half-year attributable to: | |||
| Members of Computershare Limited | 186,625 | 117,611 | |
| Non-controllinginterests | **4,632 ** | 2,892 | |
| **191,257 ** | 120,503 | ||
| Basic earnings per share (cents per share) | 2 | 31.43 cents |
27.48 cents |
| Diluted earnings per share (cents per share) | 2 | 31.38 cents | 27.46 cents |
The above consolidated statement of profit or loss and other comprehensive income should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2017
| CONSOLIDATED STATEMENT OF FINANCIAL POSITION As at 31 December 2017 |
|
|---|---|
| 31 December 30 June |
|
| Note | 2017 2017 |
| $000 $000 |
|
| CURRENT ASSETS | |
| Cash and cash equivalents | 519,243 489,917 |
| Bank deposits | 6,721 6,505 |
| Receivables | 385,378 422,805 |
| Loan servicing advances | 211,624 217,752 |
| Available-for-sale financial assets | 1,524 1,583 |
| Other financial assets | 23,884 19,396 |
| Inventories | 4,193 3,748 |
| Current tax assets | 5,417 4,026 |
| Derivative financial instruments | 1,225 470 |
| Other current assets | 36,773 28,417 |
| Assets classified asheldforsale 7 |
65,733 57,082 |
| Total current assets | 1,261,715 1,251,701 |
| NON-CURRENT ASSETS | |
| Receivables | 93 49 |
| Investments accounted for using the equity method | 12,080 11,021 |
| Available-for-sale financial assets | 43,040 34,391 |
| Property, plant and equipment | 109,312 109,897 |
Deferred tax assets |
145,646 178,675 |
| Derivative financial instruments | 13,935 19,440 |
| Intangibles | 2,375,712 2,341,856 |
| Total non-current assets | 2,699,818 2,695,329 |
| Total assets | 3,961,533 3,947,030 |
| CURRENT LIABILITIES | |
| Payables | 411,643 433,973 |
| Interest bearing liabilities | 433,289 117,228 |
Current tax liabilities |
32,308 44,816 |
| Provisions | 45,080 46,616 |
| Derivative financial instruments | 8,009 3,653 |
| Deferred consideration | 26,072 21,914 |
| Mortgage servicing related liabilities | 24,759 25,323 |
Liabilities directly associated with assets classified as held for sale 7 |
58,341 57,413 |
| Other liabilities | 1,874 2,205 |
| Total current liabilities | 1,041,375 753,141 |
| NON-CURRENT LIABILITIES | |
| Payables | 4,086 4,300 |
Interest bearing liabilities |
1,201,427 1,455,837 |
| Deferred tax liabilities | 193,234 258,251 |
| Provisions | 26,051 26,635 |
| Deferred consideration | 43,071 48,953 |
| Derivative financial instruments | 2,599 3,374 |
| Mortgage servicing related liabilities | 145,378 157,347 |
| Other liabilities | 2,818 2,164 |
| **Total non-current liabilities ** | 1,618,664 1,956,861 |
| Total liabilities | 2,660,039 2,710,002 |
| Net assets | 1,301,494 1,237,028 |
| EQUITY | |
| Contributed equity 8 |
- - |
Reserves |
(129,248) (98,487) |
| Retained earnings | 1,406,202 1,315,607 |
| Total parent entity interest | 1,276,954 1,217,120 |
Non-controllinginterests |
24,540 19,908 |
| Total equity | 1,301,494 1,237,028 |
The above consolidated statement of financial position should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY For the half-year ended 31 December 2017
| Attributable to members | Attributable to members | of Computershare Limited | of Computershare Limited | |||||
|---|---|---|---|---|---|---|---|---|
| Non- | ||||||||
| Contributed | Retained | controlling | Total |
|||||
| Note | Equity | Reserves |
Earnings | Total | Interests | Equity |
||
| $000 | $000 | $000 | $000 | $000 | $000 |
|||
| Total equity at 1 July 2017 | - | (98,487) |
1,315,607 | 1,217,120 | 19,908 | 1,237,028 |
||
| Profit for the half-year | - | - | 171,237 | 171,237 | 4,263 | 175,500 |
||
| Available-for-sale financial assets | - | 618 |
- | 618 | - | 618 |
||
| Cash flow hedges | - | (16) |
- | (16) | - | (16) |
||
| Exchange differences on translation | ||||||||
| of foreign operations | - | 13,257 |
- | 13,257 | 369 | 13,626 |
||
| Income tax(expense)/credits | - | 1,529 |
- | 1,529 | - | 1,529 |
||
| Total comprehensive income | ||||||||
| for the half-year | - | 15,388 |
171,237 | 186,625 | 4,632 | 191,257 |
||
| Transactions with owners in | ||||||||
| their capacity as owners: | ||||||||
| Dividends provided for or paid | - | - |
(80,642) | (80,642) | - | (80,642) |
||
| Share buy-back | 8 | - | (38,615) |
- | (38,615) | - | (38,615) |
|
| Cash purchase of shares on market | - | (17,678) |
- | (17,678) | - | (17,678) |
||
| Share basedremuneration | - | 10,144 |
- | 10,144 | - | 10,144 |
||
| Balance at 31 December 2017 | - | (129,248) |
**1,406,202 ** | **1,276,954 ** | 24,540 | **1,301,494 ** |
| Attributable | to members | of Computershare Limited | ||||||
|---|---|---|---|---|---|---|---|---|
| Contributed Equity |
Reserves | Retained Earnings Total Non- controlling Interests |
||||||
| $000 | $000 | $000 $000 $000 |
||||||
| Total equity at 1 July 2016 | - | (95,872) | 1,188,890 1,093,018 13,515 |
|||||
| Profit for the half-year | - | - | 150,153 150,153 2,847 |
|||||
| Available-for-sale financial assets | - | 6 | - 6 - |
|||||
| Cash flow hedges | - | (543) | - (543) - |
|||||
| Exchange differences on translation of foreign operations |
- | (28,735) | - (28,735) 45 |
|||||
| Income tax(expense)/credits | - | (3,270) | - (3,270) - |
|||||
| Total comprehensive income for the half-year |
- | (32,542) | 150,153 117,611 2,892 |
|||||
| Transactions with owners in their capacity as owners: |
||||||||
| Dividends provided for or paid | - | - | (70,037) (70,037) - |
|||||
| Share buy-back | - | (3,468) | - (3,468) - |
|||||
| Cash purchase of shares on market | - | (13,788) | - (13,788) - |
|||||
| Share basedremuneration | - | 9,538 | - 9,538 - |
|||||
| Balance at 31 December 2016 | - | (136,132) | 1,269,006 1,132,874 16,407 |
The above consolidated statement of changes in equity should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT For the half-year ended 31 December 2017
| CONSOLIDATED CASH FLOW STATEMENT For the half-year ended 31 December 2017 |
|||
|---|---|---|---|
| Note | Half-year | ||
| 2017 2016 |
|||
| $000 $000 |
|||
| CASH FLOWS FROM OPERATING ACTIVITIES | |||
| Receipts from customers | 1,214,371 1,059,119 |
||
| Payments to suppliers and employees | (941,268) (828,913) |
||
| Loan servicing advances (net) | 6,128 11,665 |
||
| Dividends received from associates, joint ventures and equity securities | 2,262 1,224 |
||
| Interest paid and other finance costs | (26,929) (27,532) |
||
| Interest received | 1,309 1,443 |
||
| Income taxes paid | (50,458) (32,026) |
||
| Net operating cash flows | 6(a) | 205,415 184,980 |
|
| CASH FLOWS FROM INVESTING ACTIVITIES | |||
| Payments for purchase of controlled entities and businesses (net of cash acquired) and intangible assets including MSRs |
(82,060) (70,278) |
||
| Proceeds from sale of property, plant and equipment | - 62,227 |
||
| Proceeds from disposal of associates and joint ventures | - 23,769 |
||
| Proceeds from/(payments for) investments | (5,187) 5,562 |
||
| Payments for property, plant and equipment | (17,010) (13,466) |
||
| Net investing cash flows | (104,257) 7,814 |
||
| CASH FLOWS FROM FINANCING ACTIVITIES | |||
| Payments for purchase of ordinary shares - share based awards | (17,678) (13,788) |
||
| Proceeds from borrowings | 6(b) | 130,820 367,044 |
|
| Repayment of borrowings | 6(b) | (27,000) (360,750) |
|
| Loan servicing borrowings (net) | 6(b) | (42,104) (8,993) |
|
| Dividends paid - ordinary shares (net of dividend reinvestment plan) | (74,590) (63,765) |
||
| Purchase of ordinary shares - dividend reinvestment plan | (6,052) (6,272) |
||
| Payments for on-market share buy-back | (38,615) (3,468) |
||
| Repayment of financeleases | 6(b) | (2,786) (25,686) |
|
| Net financing cash flows | (78,005) (115,678) |
||
| Net increase/(decrease) in cash and cash equivalents held | 23,153 77,116 |
||
| Cash and cash equivalents at the beginning of the financial year | 510,683 526,575 |
||
| Exchangeratevariations on foreigncashbalances | 11,393 (24,261) |
||
| Cash and cash equivalents at the end of the half-year* | 545,229 579,430 |
*Cash and cash equivalents at 31 December 2017 includes $26.0 million cash (30 June 2017: $20.8 million) presented in the assets classified as held for sale line item in the consolidated statement of financial position.
The above consolidated cash flow statement should be read in conjunction with the accompanying notes.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2017
1. BASIS OF PREPARATION
The interim financial report for the half-year reporting period ended 31 December 2017 includes the condensed financial statements for the consolidated entity consisting of Computershare Limited and its controlled entities, referred to collectively as the “consolidated entity”, “the Group” or “Computershare”.
The interim financial report is a general purpose financial report prepared in accordance with Australian Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Act 2001. The interim financial report also complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB), including IAS 34 Interim Financial Reporting.
The interim financial report does not include all the notes of the type normally included in annual financial statements. Accordingly, this report is to be read in conjunction with the annual report for the year ended 30 June 2017 and any public announcements made by Computershare Limited during the interim reporting period in accordance with the continuous disclosure requirements of the Corporations Act 2001 and the Australian Securities Exchange listing rules.
Where necessary, comparative figures have been adjusted to comply with the changes in presentation in the current period.
The accounting policies adopted are consistent with those of the previous financial year and the corresponding interim reporting period.
2. EARNINGS PER SHARE
| Half-year ended 31 December 2017 | Basic EPS | Diluted EPS |
Management | Management |
|---|---|---|---|---|
| Basic EPS | Diluted EPS | |||
| Earnings per share (cents per share) | 31.43 cents | 31.38 cents | 30.62 cents | 30.57 cents |
Reconciliation of earnings |
$000 | $000 |
$000 | $000 |
| Profit for the half-year | 175,500 | 175,500 | 175,500 | 175,500 |
| Non-controlling interest (profit)/loss | (4,263) | (4,263) | (4,263) | (4,263) |
| Add back management adjustment items (see | ||||
| below) | - | - | (4,443) | (4,443) |
| Net profit attributable to the members of | ||||
| Computershare Limited | 171,237 | 171,237 |
166,794 | 166,794 |
Weighted average number of ordinary shares |
||||
| used as denominator in calculating earnings | 544,778,652 | 545,684,531 | 544,778,652 | 545,684,531 |
| per share |
- 11 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
| Half-year ended 31 December 2016 | Basic EPS | Diluted EPS | Management | Management | Management |
|---|---|---|---|---|---|
| Basic EPS | Diluted | EPS | |||
| Earnings per share (cents per share) | 27.48 cents | 27.46 cents | 25.74 cents | 25.71 cents | |
| Reconciliation of earnings | $000 | $000 | $000 | $000 | |
| Profit for the half-year | 153,000 | 153,000 | 153,000 | 153,000 | |
| Non-controlling interest (profit)/loss | (2,847) | (2,847) | (2,847) | (2,847) | |
| Add back management adjustment items (see | |||||
| below) | - | - | (9,541) |
(9,541) | |
| Net profit attributable to the members of | |||||
| ComputershareLimited | 150,153 | 150,153 | 140,612 | 140,612 | |
| Weighted average number of ordinary shares | |||||
| used as denominator in calculating earnings | 546,335,793 | 546,843,418 | 546,335,793 | 546,843,418 | |
| per share | |||||
| Reconciliation of weighted average number of | shares used as the | ||||
| denominator: | |||||
| 2017 | 2016 | ||||
| Number | Number | ||||
| Weighted average number of ordinary shares used as the denominator in | |||||
| calculating basic earnings per share | 544,778,652 | 546,335,793 | |||
| Adjustments for calculation of diluted earnings per share: | |||||
| Performance rights | **905,879 ** | 507,625 | |||
| Weighted average number of ordinary shares and potential ordinary shares used as | |||||
| the denominator in calculating diluted earnings per share | 545,684,531 | 546,843,418 |
For the half-year ended 31 December 2017 management adjustment items include the following:
| Gross Tax effect Net of tax |
|||
|---|---|---|---|
| $000 $000 $000 |
|||
| Amortisation | |||
| Amortisation of intangible assets | (25,747) 7,660 (18,087) |
||
| Acquisitions and disposals | |||
| Tax on pending disposal of Karvy | - (5,527) (5,527) |
||
| Acquisition accounting adjustments | (4,721) - (4,721) |
||
| Acquisition and disposal related expenses | (2,059) 49 (2,010) |
||
| Other | |||
| Restatement of deferred tax balances due to US tax reform | - 42,403 42,403 |
||
| Major restructuring costs | (8,811) 3,069 (5,742) |
||
| Voucher Services impairment | (3,544) - (3,544) |
||
| Marked to market adjustments - derivatives | 1,974 (596) 1,378 |
||
| Put option liabilityre-measurement | 293 - 293 |
||
| Total management adjustment items | (42,615) 47,058 4,443 |
- 12 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
Management Adjustment Items
Management adjustment items net of tax for the half-year ended 31 December 2017 were as follows:
Amortisation
- Customer contracts and 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 half-year ended 31 December 2017 was $18.1 million. Amortisation of intangibles purchased outside of business combinations (e.g. mortgage servicing rights) is included as a charge against management earnings.
Acquisitions and disposals
-
Tax expense of $5.5 million was booked when the agreement to sell the Group’s investment in the Indian venture Karvy was signed in August 2017. The associated accounting gain on disposal will only be recognised once the disposal is completed pending the required regulatory approvals.
-
An expense of $4.7 million was recognised for re-measurement of contingent consideration payable to the sellers of RicePoint Administration Inc.
-
Disposal related expenses of $1.9 million were incurred in relation to Karvy. Acquisition related expenses of $0.1m were incurred associated with recent acquisitions.
Other
-
A restatement of deferred tax balances due to the US tax reform resulted in a tax benefit of $42.4 million (refer to note 4).
-
Costs of $5.7 million were incurred in relation to the major operations rationalisation underway in Louisville, USA and the Global Technology Centre in Edinburgh, UK.
-
As the remaining cash flows of Computershare’s Voucher Services business continue to be realised, an impairment charge of $3.5 million was booked against goodwill related to this business. It is expected that the remaining goodwill of $12.1 million associated with Voucher Services will be written off over the coming periods.
-
Derivatives that have not received hedge designation are marked to market at the reporting date and taken to profit and loss in the statutory results. The marked to market valuation resulted in a gain of $1.4 million.
-
The put option liability re-measurement resulted in a gain of $0.3 million related to the Karvy joint venture arrangement in India.
-
13 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
For the half-year ended 31 December 2016 management adjustment items include the following:
| Gross Tax effect Net of tax |
|||
|---|---|---|---|
| $000 $000 $000 |
|||
| Amortisation | |||
| Amortisation of intangible assets | (33,091) 11,723 (21,368) |
||
| Acquisitions and disposals | |||
| Gain on disposals | 52,893 (3,837) 49,056 |
||
| Acquisition accounting adjustments | 1,333 (263) 1,070 |
||
| Acquisition related restructuring costs | (243) 78 (165) |
||
| Acquisition related expenses | (163) 58 (105) |
||
| Other | |||
| Major restructuring costs | (15,894) 6,601 (9,293) |
||
| Voucher Services impairment | (8,073) - (8,073) |
||
| Marked to market adjustments - derivatives | (948) 283 (665) |
||
| Put option liabilityre-measurement | (916) - (916) |
||
| Total management adjustment items | (5,102) 14,643 9,541 |
3. SEGMENT INFORMATION
The operating segments presented reflect the manner in which the Group has been internally managed and the financial information reported to the chief operating decision maker (CEO) in the current financial year. 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.
There are seven operating segments. Six of them are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA (United Kingdom, Channel Islands, Ireland & Africa) and the United States of America. In addition, the Technology and Other segment comprises the provision of software specialising in share registry and financial services. It is also a research and development function, for which discrete financial information is reviewed by the CEO.
In each of the six geographic segments the consolidated entity offers a combination of its core products and services: investor services, business services, plan services, communication services and stakeholder relationship management services. Investor services comprise the provision of registry maintenance and related services. Business services comprise the provision of bankruptcy, class action and utilities administration services, voucher services, corporate trust services and mortgage servicing activities. Plan services comprise the provision of administration and related services for employee share and option plans. Communication services comprise laser imaging, intelligent mailing, inbound process automation, scanning and electronic delivery. Stakeholder relationship management services comprise the provision of investor analysis, investor communication and management information services to companies, including their employees, shareholders and other security industry participants.
Corporate function 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.
- 14 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
OPERATING SEGMENTS
| Asia Australia & New Zealand Canada Continental Europe Technology & Other UCIA United States Total $000 $000 $000 $000 $000 $000 $000 $000 |
|
|---|---|
| December 2017 | |
| Total segment revenue and other income |
78,742 131,581 85,779 39,975 137,955 227,576 557,428 1,259,036 |
| External revenue and other income |
76,242 131,124 84,444 39,903 9,260 226,596 555,862 1,123,431 |
| Intersegment revenue | 2,500 457 1,335 72 128,695 980 1,566 135,605 |
| Management adjusted EBITDA |
28,774 21,482 38,528 1,568 9,181 45,719 147,716 292,968 |
| December 2016 | |
| Total segment revenue and other income |
69,376 135,920 82,084 34,152 116,962 222,522 454,310 1,115,326 |
| External revenue and other income |
67,347 135,355 81,216 33,952 7,690 220,574 452,444 998,578 |
| Intersegment revenue | 2,029 565 868 200 109,272 1,948 1,866 116,748 |
| Management adjusted EBITDA |
24,614 25,576 36,659 2,131 13,251 43,541 92,749 238,521 |
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:
| Half-year | |
|---|---|
| 2017 2016 |
|
| $000 $000 |
|
| Total operating segment revenue and other income | 1,259,036 1,115,326 |
| Intersegment eliminations | (135,605) (116,748) |
| Corporaterevenue and other income | (565) 546 |
| Total revenue from continuing operations | 1,122,866 999,124 |
- 15 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2017
Management adjusted EBITDA
Management adjusted results are used, along with other measures to assess operating business performance. The Group believes that exclusion of certain items permits 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 EBITDA to operating profit before income tax is provided as follows:
| Half-year | |
|---|---|
| 2017 2016 |
|
| $000 $000 |
|
| Management adjusted EBITDA - operating segments | 292,968 238,521 |
| Management adjustedEBITDA -corporate | 418 2,749 |
| Management adjusted EBITDA | 293,386 241,270 |
| Management adjustment items (before related income tax expense): | |
| Amortisation of intangible assets | (25,747) (33,091) |
| Acquisition accounting adjustments | (4,721) 1,333 |
| Acquisition and disposal related expenses | (2,059) (163) |
| Gain on disposals | - 52,893 |
| Acquisition related restructuring costs | - (243) |
| Major restructuring costs | (8,811) (15,894) |
| Voucher Services impairment | (3,544) (8,073) |
| Marked to market adjustments - derivatives | 1,974 (948) |
| Put option liabilityre-measurement | 293 (916) |
| Total management adjustment items (note 2) | (42,615) (5,102) |
| Finance costs | (28,650) (26,392) |
| Otheramortisationand depreciation | (32,547) (27,265) |
| Profit before income tax from continuing operations | 189,574 182,511 |
4. INCOME TAX EXPENSE
| 4. INCOME TAX EXPENSE | |
|---|---|
| Half-year | |
| 2017 2016 |
|
| $000 $000 |
|
| Profit before income tax expense | 189,574 182,511 |
| 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% | 56,872 54,753 |
| Tax effect of permanent differences: | |
| Restatement of deferred tax balances due to US tax reform | (42,403) - |
| Tax on pending disposal of Karvy | 6,098 - |
| Prior year tax (over)/under provided | (1,176) 511 |
| Variation in tax rates of foreign controlled entities | (1,132) (3,111) |
| Voucher Services goodwill impairment | 673 1,594 |
| Disposal of Australian head office premises and redemption of investment in INVeSHARE | - (13,812) |
| Net otherdeductible | (4,858) (10,424) |
| Income tax expense | 14,074 29,511 |
- 16 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2017
US tax reform
Pursuant to the Tax Cuts and Jobs Act of 2017, the US federal corporate income tax rate was reduced from 35% to 28% for the year ending 30 June 2018 and 21% for the subsequent years. Consequently, deferred tax asset and liability balances as at 31 December 2017 were restated using the new rates, giving rise to a tax benefit of $42.4 million.
From 1 July 2018, a number of factors are relevant including the introduction of new taxes and the reduction or cessation of certain US tax deductions. We continue to examine the implications, which may outweigh the benefits of the lower corporate tax rate, and the options to minimise the impact of the new rules.
Australian thin capitalisation
The Group has renewed an existing bilateral advance pricing arrangement with the Australian Taxation Office (ATO) and Her Majesty’s Revenue and Customs in relation to remuneration to be paid to the Australian Group from its ownership and licensing of certain intangible assets. As part of that process, the ATO undertook collateral review activities and issued a draft position paper challenging the inclusion of these intangible assets in the thin capitalisation calculation used by the Australian Group to determine the amount of tax deductible interest on Australian borrowings between 1 July 2010 and 30 June 2014. Computershare disagrees with the ATO’s views and has responded to the draft position paper during the reporting period. If the ATO maintains its views, Computershare intends to vigorously defend its position. This process may take some years to resolve. As the Group does not expect to pay additional tax related to this matter, no provision was recognised at 31 December 2017. If Computershare is unsuccessful in defending its position, the maximum potential primary tax liability in respect of the period from 1 July 2010 to 31 December 2017 excluding interest is estimated at $48.2 million.
5. DIVIDENDS
| 5. DIVIDENDS | |
|---|---|
2017 2016 $000 $000 Ordinary shares Dividends provided for or paid during the half-year 80,642 70,037 |
|
| Dividends not recognised at the end of the half-year |
Dividends not recognised at the end of the half-year
In addition to the above dividends, since the end of the half-year the directors have declared the payment of an unfranked interim dividend of AU 19 cents per fully paid ordinary share. As the dividend was not declared until 14 February 2018, a provision has not been recognised as at 31 December 2017.
- 17 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
6. CASH FLOW INFORMATION
(a) Reconciliation of net profit after tax to cash flows from operating activities
| (a) Reconciliation of net profit after tax to cash flows from operating activities | |
|---|---|
| Half-year | |
| 2017 2016 |
|
| $000 $000 |
|
| Net profit after income tax | 175,500 153,000 |
| Adjustments for: | |
| Depreciation and amortisation | 58,294 60,356 |
| Net (gain)/loss on asset disposals and asset write-downs | - (52,608) |
| Share of net (profit)/loss of associates and joint ventures accounted for using equity method | (775) (446) |
| Employee benefits – share based expense | 8,822 8,421 |
| Impairment charge - Voucher Services | 3,544 8,073 |
| Fair value adjustments | (1,931) 1,866 |
| Acquisition accounting adjustments | - (1,333) |
| Contingent consideration re-measurement | 4,721 - |
| Changes in assets and liabilities: | |
| (Increase)/decrease in receivables | 33,312 1,446 |
| (Increase)/decrease in inventories | (393) 402 |
| (Increase)/decrease in loan servicing advances | 6,128 11,665 |
| (Increase)/decrease in other current assets | (7,962) (8,287) |
| Increase/(decrease) in payables and provisions | (37,461) 4,940 |
| Increase/(decrease)intaxbalances | (36,384) (2,515) |
| Net cash and cash equivalents from operating activities | 205,415 184,980 |
(b) Reconciliation of liabilities arising from financing activities
| Current borrowings Non- current borrowings Current lease liabilities Non- current lease liabilities Cross currency swap Total |
|
|---|---|
| $000 $000 $000 $000 $000 $000 |
|
| Opening balance at 1 July 2017 | 111,865 1,451,176 5,363 4,661 2,723 1,575,788 |
| Cash flows | (31,562) 93,278 (2,747) (39) - 58,930 |
| Non-cash changes: | |
| Fair value adjustments | (1,032) (4,117) - - 4,625 (524) |
| Transfers and other | 349,258 (349,299) 2,044 (2,044) - (41) |
| Currency translationdifference | 58 7,755 42 56 41 7,952 |
| Balance at 31 December 2017 | 428,587 1,198,793 4,702 2,634 7,389 1,642,105 |
- 18 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
7. ASSETS AND LIABILITIES CLASSIFIED AS HELD FOR SALE
| 31 December 30 June |
|
|---|---|
| 2017 2017 |
|
| $000 $000 |
|
| Assets classified as held for sale | |
| Cash and cash equivalents | 25,986 20,766 |
| Receivables | 21,687 19,104 |
| Property, plant and equipment | 9,493 8,684 |
| Intangibles | 7,908 7,847 |
| Deferred tax assets | 417 524 |
| Othercurrent assets | 242 157 |
| Total assets held for sale | 65,733 57,082 |
| Liabilities directly associated with assets classified as held for sale | |
| Put option liability | 46,068 45,684 |
| Payables | 9,181 9,915 |
| Current tax liabilities | 2,260 1,107 |
| Provisions | 832 707 |
| Total liabilities held for sale | 58,341 57,413 |
On 3 August 2017, Computershare agreed to sell its 50% interest in the Indian venture Karvy. Completion is subject to a regulatory approval and is expected to occur by 30 June 2018. Consequently, Karvy continues to be classified as a disposal group held for sale as at 31 December 2017. Karvy’s assets and liabilities are presented separately within current assets and current liabilities in the consolidated statement of financial position.
8. CONTRIBUTED EQUITY
On 16 August 2017, Computershare announced an on-market buy-back of shares with an aggregate value of up to AUD 200.0 million for capital management purposes. The buy-back commenced on 30 August 2017.
From 30 August 2017 until 31 December 2017, the Company purchased and cancelled 3,370,142 ordinary shares at a total cost of AUD 49.7 million ($38.6 million) with an average price of AUD 14.74 and a price range from AUD 13.77 to AUD 16.61.
Since the effect of share buy-backs over the years has reduced contributed equity to nil, a reserve has been created to reflect the excess value of shares bought over the original amount of subscribed capital.
There has been no issue of ordinary shares during the half-year ended 31 December 2017.
| Movement in contributed equity | |
|---|---|
| Number of |
|
| shares $000 |
|
| Balance at 1 July 2017 | 546,326,010 - |
| Share buy-back | (3,370,142) (38,615) |
| Transfer to share buy-back reserve | - 38,615 |
| Balance at 31 December 2017 | 542,955,868 - |
- 19 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS For the half-year ended 31 December 2017
9. FAIR VALUE MEASUREMENTS
The fair value of financial assets and liabilities must be estimated for recognition and measurement or for disclosure purposes. The measurement hierarchy used is as follows:
Level 1: The fair value of financial instruments traded in active markets is based on quoted market prices at the end of the reporting period for identical assets and liabilities. The quoted market price used for financial assets held by the Group is the current bid price. These instruments are included in level 1.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entityspecific estimates. The Group uses a variety of methods and makes assumptions that are based on market conditions existing at the end of each reporting period. This includes inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (as prices) or indirectly (derived from prices). If all significant inputs required to fair value an instrument are observable, the instrument is included in level 2. Such instruments include derivative financial instruments and the portion of borrowings included in the fair value hedge.
Specific valuation techniques used to value financial instruments are as follows:
-
Quoted market prices or dealer quotes are used for similar instruments.
-
The fair value of interest rate swaps is calculated as the present value of the estimated future cash flows based on observable yield curves.
-
The fair value of forward foreign exchange contracts is determined using forward exchange rates at the balance sheet date.
-
The fair value of cross currency swaps is a combination of the fair value of forward foreign exchange contracts determined using forward exchange rates at the balance sheet date (for the final principal exchange) and the use of quoted market prices or dealer quotes for similar instruments (for the basis valuation).
-
The fair value of interest rate swaptions is calculated using the Black-Scholes formula and quoted market prices.
Level 3: Valuation methodology of the asset or liability uses inputs that are not based on observable market data (unobservable inputs). This is the case of investments in unconsolidated structured entities, which are included in the available-for-sale financial assets and deferred consideration arising from business combinations.
The amount of contingent consideration recognised on business combinations is typically referenced to revenue or EBITDA targets. The Group estimates the fair value of the expected future payments based on the terms of each earn-out agreement and management’s knowledge of the business taking into account the likely impact of the current economic environment. Contingent consideration amounts are re-measured every reporting period based on the most recent projections. Gains or losses arising from changes in fair value are recognised in profit or loss in the period in which they arise.
The fair value of the investment in structured entities is determined by reference to the equity interest in net assets of these entities, which approximates their fair values. As profits are realised and dividends are paid to equity investors, the net assets of these entities decrease and so does the fair value of the Group’s investment.
The following tables present the Group’s financial assets and liabilities measured and recognised at fair value at 31 December 2017. The comparative figures are also presented below.
- 20 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
| As at 31 December 2017 | Level 1 | Level 2 | Level 3 | Total |
|---|---|---|---|---|
| $000 | $000 | $000 | $000 | |
| Assets | ||||
| Derivative financial instruments | - | 15,160 | - | 15,160 |
| Available-for-salefinancialassets | **2,704 ** | - | 41,860 | 44,564 |
| Total assets | 2,704 | 15,160 | 41,860 | 59,724 |
| Liabilities | ||||
| Borrowings | - | 469,149 | - | 469,149 |
| Derivative financial instruments | - | 10,608 | - | 10,608 |
| Deferred consideration | - | - | 69,143 | 69,143 |
| Total liabilities | - | **479,757 ** | 69,143 | 548,900 |
| As at 30 June 2017 | ||||
| Assets | ||||
| Derivative financial instruments | - | 19,910 | - | 19,910 |
| Available-for-salefinancialassets | 2,743 | - | 33,231 | 35,974 |
| Total assets | 2,743 | 19,910 | 33,231 | 55,884 |
| Liabilities | ||||
| Borrowings | - | 474,298 | - | 474,298 |
| Derivative financial instruments | - | 7,027 | - | 7,027 |
| Deferred consideration | - | - | 70,867 | 70,867 |
| Total liabilities | - | 481,325 | 70,867 | 552,192 |
The following table presents the changes in level 3 items for the periods ended 31 December 2017 and 30 June 2017:
| Available-for-sale financial assets |
|||
|---|---|---|---|
| 31 December 2017 30 June 2017 |
|||
| $000 $000 |
|||
| Opening balance at 1 July | 33,231 16,317 |
||
| Additions | 10,129 18,561 |
||
| Payments | - - |
||
| Gains/ (losses) recognised in the profit or loss | - (499) |
||
| Return of capital | (2,265) (1,148) |
||
| Gains/ (losses) recognised in other comprehensive income | 635 - |
||
| Currency translationdifference | 130 - |
||
| Closing balance at 31 December | 41,860 33,231 |
Net fair value of financial assets and liabilities
The carrying amounts of cash and cash equivalents, bank deposits, receivables, payables, non-interest bearing liabilities, finance leases and loans approximate their fair values for the Group except for the unhedged portion of USD Senior Notes of $325.0 million (30 June 2017: $325.0 million), where the fair value was $323.6 million as at 31 December 2017 (30 June 2017: $330.6 million).
- 21 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the half-year ended 31 December 2017
10. CONTINGENT LIABILITIES
(a) Guarantees, indemnities and other contingent liabilities
There have been no material changes to guarantees, indemnities and other contingent liabilities since the last reporting date.
(b) Legal and regulatory matters
Due to the nature of operations, certain commercial claims in the normal course of business have been made against the consolidated entity in various countries. An inherent difficulty in predicting the outcome of such matters exists, but in the opinion of the Group, based on current knowledge and in consultation with legal counsel, we do not expect any material liability to the Group to eventuate. The status of all claims is monitored on an ongoing basis, together with the adequacy of any provisions recorded in the Group’s financial statements. For the Australian thin capitalisation contingent liability refer to note 4.
11. COMMITMENTS
There have been no material changes to commitments since the last reporting date.
12. SIGNIFICANT EVENTS AFTER BALANCE SHEET DATE
No matter or circumstance has arisen since the reporting date which is not otherwise reflected in this report that has significantly affected or may significantly affect the operations of the consolidated entity.
- 22 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES DIRECTORS’ DECLARATION
Directors’ Declaration
In the directors’ opinion:
(a) the financial statements and notes set out on pages 7 to 22 are in accordance with the Corporations Act 2001, including:
(i) complying with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
(ii) giving a true and fair view of the consolidated entity's financial position as at 31 December 2017 and of its performance for the half-year ended on that date; and
(b) there are reasonable grounds to believe that the company will be able to pay its debts as and when they become due and payable.
Note 1 confirms that the financial statements also comply with International Financial Reporting Standards as issued by the International Accounting Standards Board.
This declaration is made in accordance with a resolution of the directors.
==> picture [155 x 99] intentionally omitted <==
SD Jones
==> picture [112 x 67] intentionally omitted <==
SJ Irving
Chairman
Director
Melbourne
14 February 2018
- 23 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES STATEMENTS OF THE CEO AND CFO
Statement to the Board of Directors of Computershare Limited
The Chief Executive Officer and Chief Financial Officer state that:
-
(a) the financial records of the consolidated entity for the half-year ended 31 December 2017 have been properly maintained in accordance with section 286 of the Corporations Act 2001; and
-
(b) the financial statements, and the notes to the financial statements, of the consolidated entity, for the halfyear ended 31 December 2017:
-
(i) comply with Accounting Standards, the Corporations Regulations 2001 and other mandatory professional reporting requirements; and
-
(ii) give a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of their performance for the half-year ended on that date.
==> picture [112 x 67] intentionally omitted <==
==> picture [68 x 57] intentionally omitted <==
SJ Irving
MB Davis
Chief Executive Officer
Chief Financial Officer
14 February 2018
- 24 -
==> picture [77 x 59] intentionally omitted <==
Independent auditor's review report to the members of Computershare Limited
Report on the Half-Year Financial Report
We have reviewed the accompanying half-year financial report of Computershare Limited (the Company), which comprises the consolidated statement of financial position as at 31 December 2017, the consolidated statement of changes in equity, consolidated cash flow statement and consolidated statement of profit or loss and other comprehensive income for the half-year ended on that date, selected explanatory notes and the directors' declaration for Computershare Limited Group (the Group). The Group comprises the Company and the entities it controlled during that half-year.
Directors' responsibility for the half-year financial report
The directors of the Company are responsible for the preparation of the half-year financial report that gives a true and fair view in accordance with Australian Accounting Standards and the Corporations Act 2001 and for such internal control as the directors determine is necessary to enable the preparation of the half-year financial report that is free from material misstatement whether due to fraud or error. In note 1, the directors also state that the consolidated financial statements comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board.
Auditor's responsibility
Our responsibility is to express a conclusion on the half-year financial report based on our review. We conducted our review in accordance with Australian Auditing Standard on Review Engagements ASRE 2410 Review of a Financial Report Performed by the Independent Auditor of the Entity , in order to state whether, on the basis of the procedures described, we have become aware of any matter that makes us believe that the half-year financial report is not in accordance with the Corporations Act 2001 including giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and its performance for the half-year ended on that date; and complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 . As the auditor of Computershare Limited, ASRE 2410 requires that we comply with the ethical requirements relevant to the audit of the annual financial report.
A review of a half-year financial report consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Australian Auditing Standards and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
Independence
In conducting our review, we have complied with the independence requirements of the Corporations Act 2001 .
PricewaterhouseCoopers, ABN 52 780 433 757
2 Riverside Quay, SOUTHBANK VIC 3006, GPO Box 1331, MELBOURNE VIC 3001 T: 61 3 8603 1000, F: 61 3 8603 1999, www.pwc.com.au
Liability limited by a scheme approved under Professional Standards Legislation.
- 25 -
==> picture [77 x 59] intentionally omitted <==
Conclusion
Based on our review, which is not an audit, we have not become aware of any matter that makes us believe that the half-year financial report of Computershare Limited:
-
is not in accordance with the Corporations Act 2001 including:
-
(a) giving a true and fair view of the consolidated entity’s financial position as at 31 December 2017 and of its performance for the half-year ended on that date;
-
(b) complying with Accounting Standard AASB 134 Interim Financial Reporting and the Corporations Regulations 2001 .
-
does not comply with IAS 34 Interim Financial Reporting as issued by the International Accounting Standards Board as disclosed in note 1.
PricewaterhouseCoopers
==> picture [150 x 65] intentionally omitted <==
Anton Linschoten Partner
Melbourne 14 February 2018
- 26 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
NTA Backing (Appendix 4D item 3)
| 31 | December | 31 | December | ||||
|---|---|---|---|---|---|---|---|
| 2017 | 2016 | ||||||
| Net tangible | asset backing | per | ordinary share | (2.29) |
(2.48) |
Controlled entities acquired or disposed of (Appendix 4D item 4)
There were no businesses/entities acquired or disposed of by Computershare during the period.
Additional dividend information (Appendix 4D item 5)
Details of dividends declared or paid during or subsequent to the half-year ended 31 December 2017 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend (AUD) |
Franked amount per security |
Conduit foreign income amount per security |
|---|---|---|---|---|---|---|
| 23 August 2017 | 18 September 2017 | Final | AU 19 cents | 103,727,282 | AU 0.0 cents | AU 19.0 cents |
| 21 February2018 | 16 March 2018 | Interim | AU 19 cents | 103,161,615 | AU 0.0 cents | AU 19.0 cents |
Dividend reinvestment plans (Appendix 4D item 6)
Computershare operates a Dividend Reinvestment Plan (DRP) which provides eligible shareholders with the opportunity to elect to take all or part of dividends in the form of shares in accordance with the DRP plan rules. Shares are provided under the plan free of brokerage and other transaction costs and will rank equally with all other ordinary shares on issue.
The DRP will apply to the interim dividend declared in respect of the current financial year on 14 February 2018. Applications or notices received after 5.00pm (Melbourne time) on 22 February 2018 will not be effective for payment of this interim dividend but will be effective for future dividend payments.
The DRP price for the interim 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 26 February 2018 to 9 March 2018 (inclusive). No discount will apply to the DRP price.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
Associates and joint venture entities (Appendix 4D item 7)
| Name Place of incorporation Principal activity Ownership interest |
Consolidated carrying amount |
|---|---|
Dec Jun |
Dec Jun |
| 2017 2017 |
2017 2017 |
| % % |
$000 $000 |
| Joint Ventures |
|
| Computershare Pan Africa Holdings Ltd Mauritius Investor Services 60 60 |
- - |
| Asset Checker Ltd United Kingdom Investor Services 50 50 |
- - |
| VisEq GmbH Germany Investor Services 66 66 |
57 54 |
| Associates |
|
| Expandi Ltd United Kingdom Investor Services 25 25 |
6,575 6,136 |
| Milestone Group Pty Ltd Australia Technology Services 20 20 |
4,311 3,759 |
| The Reach Agency Holdings Pty Ltd Australia Investor Services 46.5 46.5 |
1,137 1,072 |
| Mergit s.r.l. Italy TechnologyServices 30 30 |
- - |
| 12,080 11,021 |
The share of net profit/(loss) of associates and joint ventures accounted for using the equity method for the half-year ended 31 December 2017 is a profit of $0.8 million (31 December 2016: $0.4 million profit).
Foreign Entities (Appendix 4D item 8)
For foreign entities, International Financial Reporting Standards are used in compiling the half-year consolidated report.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4D INFORMATION
CORPORATE DIRECTORY
DIRECTORS
Simon David Jones (Chairman) Stuart James Irving (President and Chief Executive Officer) Tiffany Lee Fuller Markus Erhard Kerber Penelope Jane Maclagan Christopher John Morris Arthur Leslie Owen Joseph Mark Velli
COMPANY SECRETARY
Dominic Matthew Horsley
REGISTERED OFFICE
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500
STOCK EXCHANGE LISTING
Australian Securities Exchange
SHARE REGISTRY
Computershare Investor Services Pty Limited Yarra Falls 452 Johnston Street Abbotsford VIC 3067
PO BOX 103 Abbotsford VIC 3067
Telephone 1300 307 613 (within Australia) + 61 3 9415 4222 Facsimile + 61 3 9473 2500
INVESTOR RELATIONS
Yarra Falls 452 Johnston Street Abbotsford VIC 3067
Telephone +61 3 9415 5000 Facsimile +61 3 9476 2500
Website
www.computershare.com
SOLICITORS
Minter Ellison Level 23, Rialto Towers 525 Collins Street Melbourne VIC 3000
AUDITORS
PricewaterhouseCoopers 2 Riverside Quay Southbank VIC 3006
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