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COMPUTERSHARE LIMITED. — Regulatory Filings 2011
Aug 9, 2011
64696_rns_2011-08-09_8b683dfb-1a3a-41a9-a911-5bf797266806.pdf
Regulatory Filings
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ASX PRELIMINARY FINAL REPORT
Computershare Limited
ABN 71 005 485 825
30 June 2011
Lodged with the ASX under Listing Rule 4.3A
Contents
| Contents | |
|---|---|
| Results for Announcement to the Market | 1 |
| Appendix 4E item 2 | |
| Preliminary consolidated statement of comprehensive income | 2 |
| Appendix 4E item 3 | |
| Preliminary consolidated statement of financial position | 3 |
| Appendix 4E item 4 | |
| Preliminary consolidated statement of changes in equity | 4 |
| Preliminary consolidated cash flow statement | 5 |
| Appendix 4E item 5 | |
| Other Appendix 4E Information | 6 |
| Appendix 4E item 6 to 17 |
This report covers the consolidated entity consisting of Computershare Limited and its controlled entities. The financial report is presented in United States dollars (unless otherwise stated).
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES YEAR ENDED 30 JUNE 2011 (Previous corresponding period year ended 30 June 2010) RESULTS FOR ANNOUNCEMENT TO THE MARKET
| $000 | |||||||
|---|---|---|---|---|---|---|---|
| Revenue from continuing operations | flat | 1,604,325 | |||||
| (Appendix 4E item 2.1) | |||||||
| Profit/(loss) after tax attributable to members | down | 10.4% | to | 264,086 | |||
| (Appendix 4E item 2.2) | |||||||
| Net profit/(loss) for the period attributable to members | down | 10.4% | to | 264,086 | |||
| (Appendix 4E item 2.3) | |||||||
| Dividends | Amount per | security | Franked amount per security | ||||
| (Appendix 4E item 2.4) | |||||||
| Final dividend | AU 14 | cents | 60% | ||||
| Interim dividend | AU 14 | cents | 60% | ||||
| Record datefor determining entitlements to the final dividend | 22 August | 2011 | |||||
| (Appendix 4E item 2.5) |
Explanation of Revenue (Appendix 4E item 2.6)
Total revenue from continuing operations for the year ended 30 June 2011 is $1,604.3 million and remained flat against the last corresponding period. Lower revenues occurred in corporate actions globally, US mutual fund proxy solicitation and the US bankruptcy administration business. The offsetting revenue uplift resulted from a pick-up in register maintenance (other than the UK), the full year contribution from the HBOS EES acquisition and the purchase of the remaining 60% stake in Registrar Nikoil in Russia. Margin income revenue was also up year on year. Movement in foreign exchange rates due to the generally weaker US dollar increased revenues and costs.
Explanation of Profit/(loss) from ordinary activities after tax (Appendix 4E item 2.6)
The current year statutory EBITDA before the management adjustment items is $483.1 million, a decrease of 4.4% over the last corresponding period. Net statutory profit after tax attributable to members is $ 264.1 million, a decrease of 10.4% over the last corresponding period. The decrease in earnings was primarily driven by weaker corporate action activity globally, a lack of large transactions in the US mutual fund proxy solicitation business and reduced filings in the US bankruptcy administration business. Lower earnings in the UK registry business also contributed to the fall. Partially offsetting the earnings deterioration was the improvement in UK employee plans, underpinned by the HBOS EES acquisition and earnings growth in the Deposit Protection Scheme and Voucher Services business in the UK. The US registry business performed well as did the small shareholder programs/post merger clean-up businesses in North America. Margin income growth and favourable foreign exchange translation due to the weaker US dollar also contributed.
The Group’s effective tax rate has increased from 26.6% for the year ended 30 June 2010 to 27.0 % in the current financial year.
Explanation of Net Profit/(loss) (Appendix 4E item 2.6)
Please refer above.
Explanation of Dividends (Appendix 4E item 2.6)
The following dividends have been paid, declared or recommended since the end of the preceding financial year:
Ordinary shares
A final dividend in respect of the year ended 30 June 2010 was declared on 11 August 2010 and paid on 14 September 2010. This was an ordinary dividend of AU 14 cents per share franked to 60% amounting to AUD 77,792,968 ($76,137,285).
An interim ordinary dividend was declared on 9 February 2011 and paid on 15 March 2011. This was an ordinary dividend of AU 14 cents per share franked to 60% amounting to AUD 77,792,968 ($76,137,285).
A final dividend in respect of the year ended 30 June 2011 was declared by the directors of the Company on 10 August 2011, to be paid on 13 September 2011. This is an ordinary dividend of AU 14 cents per share, franked to 60%. As the dividend was not declared until 10 August 2011 a provision has not been recognised as at 30 June 2011.
- 1 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2011
| Note | 2011 2010 |
|
|---|---|---|
| $000 $000 |
||
| Revenue from continuing operations | ||
| Sales revenue | 1,598,932 1,599,611 |
|
| Other revenue | 5,393 4,694 |
|
| Total revenue from continuing operations | 1,604,325 1,604,305 |
|
| Other income | 14,277 15,282 |
|
| Expenses | ||
| Direct services | 1,010,370 991,796 |
|
| Technologycosts | 181,263 168,875 |
|
| Corporate services | 26,258 28,019 |
|
| Finance costs | 32,627 22,865 |
|
| Total expenses | 1,250,518 1,211,555 |
|
| Share of net profit/(loss) of associates accounted for using the equity method |
14 | 385 2,637 |
| Profit before related income tax expense | 368,469 410,669 |
|
| Income tax expense | 3 | 99,561 109,293 |
| Profit for theyear | 268,908 301,376 |
|
| Other comprehensive income | ||
| Available-for-sale financial assets | 358 2,791 |
|
| Cash flow hedges | (24,316) (29,550) |
|
| Exchange differences on translation of foreign operations | 93,870 (798) |
|
| Income tax relatingto components of other comprehensive income | 7,313 6,881 |
|
| Other comprehensive income for theyear,net of tax | 77,225 (20,676) |
|
| Total comprehensive income for theyear | 346,133 280,700 |
|
| Profit for theyear is attributable to: | ||
| Members of Computershare Limited | 264,086 294,757 |
|
| Non-controllinginterests | 4,822 6,619 |
|
| 268,908 301,376 |
||
| Total comprehensive income for theyear is attributable to: | ||
| Members of Computershare Limited | 340,070 274,081 |
|
| Non-controllinginterests | 6,063 6,619 |
|
| 346,133 280,700 |
||
| Basic earnings per share(centsper share) | 8 | 47.53 cents 53.05 cents |
| Diluted earnings per share(centsper share) | 8 | 47.30 cents 52.67 cents |
The above statement of comprehensive income should be read in conjunction with the accompanying notes.
- 2 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF FINANCIAL POSITION FOR THE YEAR ENDED 30 JUNE 2011
| FOR THE YEAR ENDED 30 JUNE 2011 | ||
|---|---|---|
| Note | 2011 2010 |
|
| $000 $000 |
||
| CURRENT ASSETS | ||
| Cash and cash equivalents | 347,225 278,651 |
|
| Receivables | 300,862 293,884 |
|
| Financial assets held for trading | 2,059 1,834 |
|
| Available-for-sale financial assets at fair value | 314 499 |
|
| Other financial assets | 26,630 23,814 |
|
| Inventories | 12,266 8,624 |
|
| Current tax assets | 10,844 8,924 |
|
| Derivative financial instruments | 5,617 17,726 |
|
| Other current assets | 28,111 19,556 |
|
| Total current assets | 733,928 653,512 |
|
| NON CURRENT ASSETS | ||
| Receivables | 13,747 4,361 |
|
| Investments accounted for usingthe equitymethod | 28,405 19,177 |
|
| Available-for-sale financial assets at fair value | 6,815 5,623 |
|
| Property, plant & equipment | 154,933 144,956 |
|
| Deferred tax assets | 46,810 46,821 |
|
| Derivative financial instruments | 25,951 39,827 |
|
| Intangibles | 1,862,649 1,776,178 |
|
| Total non-current assets | 2,139,310 2,036,943 |
|
| Total assets | 2,873,238 2,690,455 |
|
| CURRENT LIABILITIES | ||
| Payables | 340,612 351,186 |
|
| Interest bearingliabilities | 128,618 54,243 |
|
| Current tax liabilities | 22,408 25,480 |
|
| Provisions | 26,475 46,251 |
|
| Derivative financial instruments | 1 7 |
|
| Deferred consideration | 20,342 20,180 |
|
| Total current liabilities | 538,456 497,347 |
|
| NON-CURRENT LIABILITIES | ||
| Payables | 6,560 2,331 |
|
| Interest bearingliabilities | 884,871 939,785 |
|
| Deferred tax liabilities | 143,507 106,108 |
|
| Provisions | 32,787 35,875 |
|
| Derivative financial instruments | - 360 |
|
| Deferred consideration | 12,606 26,967 |
|
| Other | 8,995 8,730 |
|
| Total non-current liabilities | 1,089,326 1,120,156 |
|
| Total liabilities | 1,627,782 1,617,503 |
|
| Net assets | 1,245,456 1,072,952 |
|
| EQUITY | ||
| Contributed equity | 29,943 29,943 |
|
| Reserves | 152,081 94,808 |
|
| Retained earnings | 4 | 1,048,403 936,592 |
| Totalparent entityinterest | 1,230,427 1,061,343 |
|
| Non-controllinginterests | 15,029 11,609 |
|
| Total equity | 1,245,456 1,072,952 |
The above statement of financial position should be read in conjunction with the accompanying notes.
- 3 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 2011
| Attributable to members of Computershare Limited |
|
|---|---|
Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity |
|
| $000 $000 $000 $000 $000 $000 |
|
| Total equity at 1 July 2010 | 29,943 94,808 936,592 1,061,343 11,609 1,072,952 |
| Profit for theyear | - - 264,086 264,086 4,822 268,908 |
| Available-for-sale financial assets | - 358 - 358 - 358 |
| Cash flow hedges | - (24,316) - (24,316) (24,316) |
| Exchange differences on translation of foreign operations |
|
| - 92,629 - 92,629 1,241 93,870 |
|
| Income tax(expense)/credits | - 7,313 - 7,313 - 7,313 |
| Total comprehensive income for the year |
|
| - 75,984 264,086 340,070 6,063 346,133 |
|
| Transactions with owners in their capacity as owners: |
|
| Dividends provided for or paid | - - (152,275) (152,275) (2,643) (154,918) |
| Equity related contingent consideration |
|
| - (9,500) - (9,500) - (9,500) |
|
| On market cashpurchase of shares | - (29,950) - (29,950) - (29,950) |
| Share based remuneration | - 20,739 - 20,739 - 20,739 |
| - (18,711) (152,275) (170,986) (2,643) (173,629) |
|
| Balance at 30 June 2011 | 29,943 152,081 1,048,403 1,230,427 15,029 1,245,456 |
| Contributed Equity Reserves Retained Earnings Total Non- controlling Interests Total Equity |
|
| $000 $000 $000 $000 $000 $000 |
|
| Total equity at 1 July 2009 | 29,888 99,793 763,879 893,560 7,609 901,169 |
| Profit for theyear | - - 294,757 294,757 6,619 301,376 |
| Available-for-sale financial assets | - 2,791 - 2,791 - 2,791 |
| Cash flow hedges | - (29,550) - (29,550) - (29,550) |
| Exchange differences on translation of foreign operations |
|
| - (798) - (798) - (798) |
|
| Income tax(expense)/credits | - 6,881 - 6,881 - 6,881 |
| Total comprehensive income for the year |
|
| - (20,676) 294,757 274,081 6,619 280,700 |
|
| Transactions with owners in their capacity as owners: Contributions of equity, net of transaction costs |
|
| 55 - - 55 312 367 |
|
| Dividends provided for or paid | - - (122,044) (122,044) (4,998) (127,042) |
| Equity related contingent consideration Transactions with non-controlling interests |
|
| - 2,506 - 2,506 - 2,506 |
|
| - (2,809) - (2,809) - (2,809) |
|
| Transfers between reserves | - (2,067) - (2,067) 2,067 - |
| On market cashpurchase of shares | - (7,064) - (7,064) - (7,064) |
| Share based remuneration | - 25,125 - 25,125 - 25,125 |
| 55 15,691 (122,044) (106,298) (2,619) (108,917) |
|
| Balance at 30 June 2010 | 29,943 94,808 936,592 1,061,343 11,609 1,072,952 |
The above statement of changes in equity should be read in conjunction with the accompanying notes.
- 4 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 30 JUNE 2011
| Note | 2011 | 2010 |
|---|---|---|
| $000 | $000 | |
| CASH FLOWS FROM OPERATING ACTIVITIES | ||
| Receipts from customers | 1,704,627 | 1,649,939 |
| Payments to suppliers and employees | (1,271,151) | (1,128,765) |
| Dividends received | 388 | 968 |
| Interestpaid and other finance costs | (31,907) | (29,253) |
| Interest received | 5,006 | 3,726 |
| Income taxespaid | (87,320) | (82,159) |
| Net operating cash flows 16 |
319,643 | 414,456 |
| CASH FLOWS FROM INVESTING ACTIVITIES | ||
| Payments forpurchase of controlled entities and businesses,net of cash acquired | (65,381) | (110,442) |
| Payments for investment in associates andjoint ventures | (578) | (2,661) |
| Dividends received | 415 | 1,068 |
| Proceeds from sale of assets | 4,225 | 14,214 |
| Payments for investments | (264) | (275) |
| Payments forproperty, plant and equipment | (23,406) | (57,071) |
| Proceeds from sale of subsidiaries and businesses,net of cash disposed | 3,426 | - |
| Net investing cash flows | (81,563) | (155,167) |
| CASH FLOWS FROM FINANCING ACTIVITIES | ||
| Proceeds from issue of ordinaryshares | - | 55 |
| Payments forpurchase of ordinaryshares | (29,950) | (7,064) |
| Proceeds from borrowings | 628,669 | 352,144 |
| Repayment of borrowings | (627,605) | (364,602) |
| Dividendspaid - ordinaryshares | (152,275) | (122,044) |
| Dividendspaid to non-controllinginterests in controlled entities | (2,643) | (4,998) |
| Repayment of finance leases | (11,053) | (7,590) |
| Net financing cash flows | (194,857) | (154,099) |
| Net increase in cash and cash equivalents held | 43,223 | 105,190 |
| Cash and cash equivalents at the beginningof the financialyear | 278,651 | 180,422 |
| Exchange rate variations on foreign cash balances | 25,351 | (6,961) |
| Cash and cash equivalents at the end of the financialyear |
347,225 | 278,651 |
The above cash flow statement should be read in conjunction with the accompanying notes.
- 5 -
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 financial report, comprising the financial statements and notes of Computershare Limited and its controlled entities, complies with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB).
Where necessary, comparative figures have been adjusted to comply with the changes in presentation in the current period.
The principal accounting policies adopted in the preparation of the financial statements are consistent with those of the previous financial year.
2. MATERIAL FACTORS AFFECTING THE ECONOMIC ENTITY FOR THE CURRENT PERIOD
Refer to the attached Market Announcement 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. RECONCILIATION OF INCOME TAX EXPENSE
| 3. RECONCILIATION OF INCOME TAX EXPENSE | |
|---|---|
| a) Income tax expense | |
| 2011 2010 |
|
| $000 $000 |
|
| Current tax expense | 66,846 84,992 |
| Deferred tax expense | 33,394 24,250 |
| Under/(over) provided in prior years | (679) 51 |
| Total income tax expense | 99,561 109,293 |
| Deferred income tax (revenue)/expense included in | |
| income tax expense comprises: | |
| Decrease/(increase) in deferred tax assets | (13,363) 10,610 |
| (Decrease)/increase in deferred tax liabilities | 46,757 13,640 |
| 33,394 24,250 |
|
| b) Numerical reconciliation of income tax expense to prima facie tax payable | |
| 2011 2010 |
|
| $000 $000 |
|
| Profit before income tax expense | 368,469 410,669 |
| 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% | 110,541 123,201 |
| Tax effect of permanent differences: | |
| Non-deductible expenses (including depreciation and amortisation) | 2,255 2,559 |
| Research and development allowance | (2,819) (2,675) |
| Benefit of tax losses not booked | 531 439 |
| Benefit of tax losses recognized | (1,356) (1,117) |
| Non-deductible capital losses | 10 - |
| Share based payments | 182 323 |
- 6 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
| SUPPLEMENTARY APPENDIX 4E INFORMATION | |
|---|---|
| 2011 2010 |
|
| $000 $000 |
|
| Non-deductible asset write-downs | 11,223 - |
| Other | (13,661) (17,276) |
| Differential in overseas tax rates | (5,444) 2,891 |
| Prior year tax (over)/under provided | (679) 51 |
| Restatement of deferred tax balances due to income tax rate changes | (1,222) 897 |
| Income tax expense | 99,561 109,293 |
| c) Amounts recognised directly in equity | |
| 2011 2010 |
|
| $000 $000 |
|
| Deferred tax – debited/(credited) directly to equity | (7,692) (13,135) |
d) Unrecognised tax losses
As at 30 June 2011, companies within the consolidated entity had estimated unrecognised tax losses (including capital losses) of $ 50,645,011 (2010: $ 41,926,325) available to offset against future years’ taxable income.
e) Tax consolidation
Computershare Limited and its wholly-owned Australian entities implemented the tax consolidation regime with effect from 1 July 2002. The Australian Taxation Office has been formally notified of this decision.
The relevant entities have also entered into a tax sharing agreement. As a consequence, Computershare Limited, as the head entity in the tax consolidation Group, has recognised the current tax liability relating to transactions, events and balances of the wholly owned Australian subsidiaries in this Group in the financial statements as if that liability was its own, in addition to recognising the current tax liability arising in relation to its own transactions, events and balances. Amounts receivable or payable under the tax sharing agreement are recognised separately as tax related intercompany payables or receivables.
4. RETAINED EARNINGS (Appendix 4E item 6)
| 4. RETAINED EARNINGS(Appendix 4E item 6) | |
|---|---|
| 2011 2010 |
|
| Retainedprofits | $000 $000 |
| Retainedprofits at the beginningof the financialyear | 936,592 763,879 |
| Ordinarydividendsprovided for orpaid | (152,275) (122,044) |
| Netprofit/(loss)attributable to members of Computershare Limited | 264,086 294,757 |
| Retained profits at the end of the financial year | 1,048,403 936,592 |
5. ADDITIONAL DIVIDEND INFORMATION (Appendix 4E item 7)
Details of dividends declared or paid during or subsequent to the year ended 30 June 2011 are as follows:
| Record date | Payment date | Type | Amount per security |
Total dividend | Franked amount per security |
Conduit Foreign Income amount per security |
|---|---|---|---|---|---|---|
| 23 August 2010 | 14 September 2010 | Final | AU 14 cents | AUD 77,792,968 | AU 8.4 cents | AU 5.6 cents |
| 21 February 2011 | 15 March 2011 | Interim | AU 14 cents | AUD 77,792,968 | AU 8.4 cents | AU 5.6 cents |
| 22 August 2011 | 13 September 2011 | Final | AU 14 cents | AUD 77,792,968* | AU 8.4 cents** | AU 5.6 cents |
- Based on 555,664,059 shares on issue as at 10 August 2011
** Dividend franked to 60%
- 7 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
6. DIVIDEND REINVESTMENT PLANS (Appendix 4E item 8)
The company has no dividend reinvestment plan in operation.
7. NTA BACKING (Appendix 4E item 9)
| 7. NTA BACKING(Appendix 4E item 9) | ||
|---|---|---|
| 2011 | 2010 | |
| Net tangible asset backing per ordinary share | (1.22) | (1.37) |
8 . EARNINGS PER SHARE (Appendix 4E item 14.1)
| Calculation of | Calculation of | Calculation of |
Calculation of | |
|---|---|---|---|---|
| Basic EPS | Diluted EPS | Management |
Management | |
| Basic EPS | Diluted EPS | |||
| $000 | $000 | $000 |
$000 | |
| Year ended 30 June 2011 | ||||
| Earnings per share (cents per share) | 47.53 cents | 47.30 cents | 55.67 cents |
55.40 cents |
| Profit for the year | 268,908 | 268,908 | 268,908 |
268,908 |
| Non-controlling interest (profit)/loss | (4,822) | (4,822) | (4,822) |
(4,822) |
| Add back management adjustment items(see below) | - | - | 45,257 |
45,257 |
| Net profit attributable to the members of | ||||
| Computershare Limited | 264,086 | 264,086 | 309,343 |
309,343 |
| Weighted average number of ordinary shares used as | ||||
| denominator in calculating basic earnings per share | 555,664,059 | 555,664,059 | ||
| Weighted average number of ordinary and potential | ||||
| ordinary shares used as denominator in calculating | ||||
| diluted earnings per share | 558,368,332 | 558,368,332 | ||
| Year ended 30 June 2010 | ||||
| Earnings per share (cents per share) | 53.05 cents | 52.67 cents | 57.80 cents |
57.39 cents |
| Profit for the year | 301,376 | 301,376 | 301,376 |
301,376 |
| Non-controlling interest (profit)/loss | (6,619) | (6,619) | (6,619) |
(6,619) |
| Add back management adjustment items(see below) | - | - | 26,415 |
26,415 |
| Net profit attributable to the members of | ||||
| Computershare Limited | 294,757 | 294,757 | 321,172 |
321,172 |
| Weighted average number of ordinary shares used as | ||||
| denominator in calculating basic earnings per share | 555,657,878 | 555,657,878 | ||
| Weighted average number of ordinary and potential | ||||
| ordinary shares used as denominator in calculating | ||||
| diluted earnings per share | 559,653,794 | 559,653,794 |
- 8 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Reconciliation of weighted average number of shares used as the denominator:
| Reconciliation of weighted average number of shares used as the denominator: |
|
|---|---|
| 2011 | 2010 |
Number |
Number |
| Weighted average number of ordinary shares used as the denominator in calculating basic earnings per share 555,664,059 |
|
| 555,657,878 | |
| Adjustments for calculation of diluted earnings per share: |
|
| Options 54,273 |
94,067 |
| Performance rights **2,650,000 ** |
3,901,849 |
| Weighted average number of ordinary shares and potential ordinary shares used as the denominator in calculating diluted earnings per share 558,368,332 |
|
| 559,653,794 |
No employee options have been issued since year end.
250,000 performance rights were issued with the grant date 12 August 2010 valued at AU $7.78 each. If the vesting conditions are satisfied, the performance rights will be exercisable within six months after the annual report for the year ending 30 June 2015 has been signed. 125,000 of these performance rights have been taken into account when calculating the diluted earnings per share for the period ending 30 June 2011 as no performance condition has been attached. The remaining 125,000 have been excluded as the performance conditions have not been satisfied as at 30 June 2011.
The directors and management have determined that the exclusion of certain items permits a more appropriate and meaningful analysis of the Company’s underlying performance on a comparative basis. Management adjusted results provide important information on the underlying operating performance of the consolidated entity. The above net profit used in the management earnings per share calculation reflects the management adjusted results.
Management adjustment items
For the year ended 30 June 2011 management adjustment items include the following:
| For theyear ended 30 June 2011 management adjustment items include the following: | For theyear ended 30 June 2011 management adjustment items include the following: |
|---|---|
| Gross Tax effect Net of tax |
|
$000 $000 $000 |
|
| Loss on disposals (14,369) (6,227) (20,596) |
|
| Restructuring provisions (4,329) 1,303 (3,026) |
|
| Acquisitions related 8,095 (2,424) 5,671 |
|
| Marked to market adjustments - derivatives 132 (40) 92 |
|
| Intangible assets amortisation (41,453) 14,055 (27,398) |
|
| Total management adjustment items (51,924) 6,667 (45,257) |
|
| For theyear ended 30 June 2010 management adjustment items include the following: | |
| Gross Tax effect Net of tax |
|
| $000 $000 $000 |
|
| Restructuring provisions | (6,329) 2,192 (4,137) |
| Aquisitions related | (711) 234 (477) |
| Marked to market adjustments - derivatives | 1,322 (501) 821 |
| Intangible assets amortisation | (33,733) 11,111 (22,622) |
| Total management adjustment items | (39,451) 13,036 (26,415) |
9. SHARE BUYBACK (Appendix 4E item 14.2)
The company had no on-market buy back in operation during the year ended 30 June 2011 and the year ended 30 June 2010.
10. SEGMENT INFORMATION (Appendix E item 14.4)
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. Management has determined
- 9 -
COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
the operating segments based on the reports reviewed by the CEO that are used to make strategic decisions and assess performance.
The number of operating segments has increased from six to seven in this reporting period due to a change in our internal reporting structure. The Europe, Middle East and Africa segment has been divided into two segments: UCIA (United Kingdom, Channel Islands, Ireland & Africa) and Continental Europe. The comparatives figures have been restated accordingly.
Six of the operating segments are geographic: Asia, Australia and New Zealand, Canada, Continental Europe, UCIA and the United States of America. In addition, Technology and Other segment comprises the provision of software specialising in share registry, employee plans and financial services globally, as well as the production and distribution of interactive meeting products. It is both 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 its core products and services: Investor Services, Business Services, Plan Services, Communication Services and Stakeholder Relationship Management Services. Investor Services comprise the provision of register maintenance, company meeting logistics, payments and full contact centre and online services. Business Services comprise the provision of voucher administration, bankruptcy administration services, interactive meeting services and other ancillary services. Plan Services comprise the administration and management of employee share and option plans. Communication Services comprise laser imaging, intelligent mailing, scanning and electronic communications 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.
None of the corporate entities have been allocated to the operating segments. Corporate entities’ main purpose is to hold intercompany investments and conduct financing activities.
OPERATING SEGMENTS
| Asia Australia & New Zealand Canada Continental Europe Technology & Other UCIA United States Total |
|
|---|---|
| $000 $000 $000 $000 $000 $000 $000 $000 |
|
| June 2011 | |
| Total segment revenue |
|
| 124,893 357,366 204,705 95,127 176,775 289,932 510,358 1,759,156 |
|
| 124,157 353,296 203,183 94,986 33,926 287,882 508,801 1,606,231 |
|
| External revenue | |
| Intersegment revenue Management adjusted EBITDA |
|
| 736 4,070 1,522 141 142,849 2,050 1,557 152,925 |
|
| 48,340 87,439 93,898 13,942 (4,817) 116,332 124,843 479,977 |
|
| Total segment assets |
|
| 138,091 336,642 226,232 218,344 119,435 379,300 1,000,811 2,418,855 |
|
| June 2010 | |
| Total segment revenue |
|
| 116,981 335,305 190,436 74,966 182,595 268,984 593,326 1,762,593 |
|
| 116,731 331,921 189,676 74,738 31,816 266,111 591,793 1,602,786 |
|
| External revenue | |
| Intersegment revenue Management adjusted EBITDA |
|
| 250 3,384 760 228 150,779 2,873 1,533 159,807 |
|
| 50,720 84,124 85,751 12,443 13,658 113,802 143,131 503,629 |
|
| Total segment assets |
|
| 118,523 269,608 194,970 147,266 105,766 399,234 1,040,041 2,275,408 |
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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:
| Segment revenue reconciles to total revenue from continuing operations as follows: | |
|---|---|
| 2011 2010 |
|
| $000 $000 |
|
| Total operating segment revenue | 1,759,156 1,762,593 |
| Intersegment eliminations | (152,925) (159,807) |
| Corporate revenue and other | (1,906) 1,519 |
| Total revenue from continuing operations | 1,604,325 1,604,305 |
Management adjusted EBITDA
Management adjusted EBITDA is used, as well as other measures, by the CEO in assessing the performance of Computershare’s operating segments as it is a more relevant measure of actual underlying operating performance. In 2010 and 2011 this measure excluded restructuring provisions, acquisitions related profit or loss, marked to market adjustments relating to derivatives and profit or loss on disposals (Note 8).
A reconciliation of management adjusted EBITDA to operating profit before income tax is provided as follows:
| 2011 2010 |
|
| $000 $000 |
|
| Management adjusted EBITDA - operating segments |
|
| 479,977 503,629 |
|
| Management adjusted EBITDA - corporate |
|
| 13,639 7,316 |
|
| Management adjusted EBITDA |
|
| 493,616 510,945 |
|
| Management adjustment items (before amortisation and income tax expense): |
|
| Loss on disposals |
|
| (14,369) - |
|
| Restructuring provisions |
|
| (4,329) (6,329) |
|
| Acquisitions related |
|
| 8,095 (711) |
|
| Marked to market adjustments - derivatives |
|
| 132 1,322 |
|
| Finance costs |
|
| (32,627) (22,865) |
|
| Amortisation and depreciation |
|
| (82,049) (71,693) |
|
| Profit before income tax from continuing operations |
|
| 368,469 410,669 |
Total assets
Assets are allocated based on the operations of the segment and the physical location of the asset and are measured in a manner consistent with that of the financial statements.
Cash and cash equivalents, current and non-current investments, current and deferred tax assets and current and non-current derivative assets are not allocated to the operating segments.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
Reportable segments’ assets are reconciled to total assets as follows:
| Reportable segments’ assets are reconciled to total assets as follows: | |
|---|---|
| 2011 2010 |
|
| $000 $000 |
|
| Total operating segment assets | 2,418,855 2,275,408 |
| Unallocated/corporate assets: | |
| Deferred tax assets | 46,810 46,821 |
| Current tax assets | 10,844 8,924 |
| Cash and cash equivalents | 347,225 278,651 |
| Current and non-current investments | 7,129 6,123 |
| Current and non-current derivative assets | 31,568 57,553 |
| Other | 10,807 16,975 |
| Total assets as per balance sheet | 2,873,238 2,690,455 |
11. TRENDS IN PERFORMANCE (Appendix 4E item 14.5)
Refer to attached Market Announcement.
12. 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 attached Market Announcement.
13. CONTROLLED ENTITIES ACQUIRED OR DISPOSED OF DURING THE PERIOD (Appendix 4E item 10)
| Acquired | Servizio Titoli | Registrar Nikoil | Registrar Nikoil |
|---|---|---|---|
| S.p.A | Company JSC | ||
| Date control gained | 10 May 2011 | 26 | July 2010 |
| $000 | $000 | ||
| Contribution to profit/(loss) after tax in current period, where material | Immaterial | Immaterial | |
| Profit/(loss) after tax during the whole of the previous corresponding period, | Immaterial | Immaterial | |
| where material | |||
| Disposed | Computershare | ||
| Electoral | |||
| Management | |||
| Services Limited | |||
| Date control lost | 29 July 2010 |
||
| $000 | |||
| Contribution to profit/(loss) after tax in current period, where material | Immaterial | ||
| Profit/(Loss) after tax during the whole of the previous corresponding period, | Immaterial | ||
| where material |
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
14. ASSOCIATES AND JOINT VENTURE ENTITIES (Appendix 4E item 11)
| Name Place of incorporation Principal activity |
Ownership interest Consolidated carrying amount |
|---|---|
| June June June June |
|
| 2011 2010 2011 2010 |
|
| % % $000 $000 |
|
| Joint Ventures |
|
| Japan Shareholder Services Ltd Japan TechnologyServices |
50 50 1,724 1,395 |
| Computershare Pan Africa Holdings Ltd Mauritius Investor Services Computershare Pan Africa Ghana Ltd Ghana Investor Services Computershare Pan Africa Nominees Ghana Ltd Ghana Investor Services |
60 60 (149) 9 |
| 60 60 - - |
|
| 60 60 - - |
|
| Asset Checker Ltd United Kingdom Investor Services |
50 50 1 3 |
| VisEqGmbH Germany Investor Services |
66 - 577 - |
| Associates |
|
| Chelmer Ltd New Zealand TechnologyServices |
50 50 - - |
| Registrar Nikoil CompanyJSC* Russia Investor Services |
100 40 - 6,035 |
| Expandi Ltd United Kingdom Investment Management On Channel Ltd United Kingdom Investor Services Netpartnering Ltd United Kingdom Investor Services |
25 25 - - |
| 25 25 - - |
|
| 25 25 3,013 2,601 |
|
| Milestone GroupPtyLtd Australia TechnologyServices |
20 20 9,172 7,820 |
| Janosch Film & Medien AG Germany Investor Services |
28 28 - - |
| Fonterelli GmbH & Co. KGaA Germany Investor Services |
49 49 1,126 973 |
| Reach Investor Solutions Pty Ltd Australia Investor Services |
35 35 528 341 |
| Solium Capital Inc Canada Plan Services |
20 - 12,413 - |
- This entity became a controlled entity during the year.
The share of net profit of associates and joint ventures accounted for using the equity method for the year ended 30 June 2011 is USD 0.4 million profit (2010: USD 2.6 million profit).
15. OTHER SIGNIFICANT INFORMATION (Appendix 4E item 12)
Post balance sheet date the Company executed a “Bank of New York Mellon proposed acquisition bridge facility” totalling $550 million that matures in July 2012. This facility is in place to enable the proposed acquisition of the Bank of New York Mellon Corporation’s Shareowner Service Business, as announced on 28 April 2011. This facility will not be drawn until such stage as the proposed acquisition occurs. The proposed acquisition is subject to a number of regulatory approvals and other conditions typical of a transaction of this type, including clearance on terms satisfactory to Computershare by the US Department of Justice for the purposes of the Hart-Scott-Rodino Antitrust Improvements Act (HSR). The process to obtain these approvals is underway.
Refer to attached Market Announcement for other significant information.
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COMPUTERSHARE LIMITED AND ITS CONTROLLED ENTITIES SUPPLEMENTARY APPENDIX 4E INFORMATION
16. RECONCILIATION OF NET PROFIT AFTER TAX TO CASH FLOWS FROM OPERATING ACTIVITIES
| 2011 2010 |
|
|---|---|
| $000 $000 |
|
| Netprofit after income tax | 268,908 301,376 |
| Adjustments for non cash income and expense items: | |
| Depreciation and amortisation | 82,049 71,693 |
| Net(gain)/loss on sale of assets | 12,489 1,286 |
| Share of net(profit)/loss of associates andjoint ventures accounted for usingequitymethod | (385) (2,637) |
| Employee benefits – share basedpayments | 19,731 20,944 |
| Financial instruments – fair value adjustments | (872) (1,215) |
| Changes in assets and liabilities: | |
| (Increase)/decrease in accounts receivable | 11,087 (32,633) |
| (Increase)/decrease in net tax assets | 12,241 26,881 |
| (Increase)/decrease in inventory | (2,646) (1,252) |
| (Increase)/decrease inprepayments and other assets | (7,662) (4,066) |
| Increase/(decrease)inpayables andprovisions | (75,297) 34,079 |
| Net cash and cash equivalents from operating activities | 319,643 414,456 |
17. AUDIT STATUS (Appendix 4E item 15)
This report is based on accounts which are in the process of being audited.
18. COMMENTARY ON RESULTS (Appendix 4E item 14)
Refer to attached Market Announcement.
19. SIGNIFICANT FEATURES OF OPERATING PERFORMANCE (Appendix 4E item 14.3)
Refer to attached Market Announcement.
20. BUSINESS COMBINATIONS
| 20. BUSINESS COMBINATIONS | 20. BUSINESS COMBINATIONS |
|---|---|
| In accordance with accounting policy, the acquisition accounting for Registrar Nikoil Company JSC business combination | |
| has been finalised. The following adjustments have been made to the provisional values recognised during the current | |
| reporting period. | |
| $000 | |
| Recognition of intangible assets separately from goodwill | 2,416 |
| Recognition of related deferred tax liability | 604 |
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