D i l l i s t o n e G r o u p P l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 3 Empowering Recruitment Globally Through Technology Annual Report and Accounts 2013 Dillistone Group Plc is a global leader in the supply of technology solutions and services to the recruitment industry worldwide We provide software and services to recruitment firms and recruiting teams within major corporations. Across our subsidiaries, we work with over 2,000 firms in over 60 countries. Our two divisions are Dillistone Systems and Voyager Software. Dillistone Systems specialises in the supply of software and services into executive level recruitment teams. Voyager Software’s clientele are primarily involved in contingent recruitment, including permanent placement, contract placement and the provision of temporary staff. Highlights Highlights for the year: • Revenues up 15% to £8.1m • Record level of recurring revenues of £5.3m up 16% from 2012 • Adjusted operating profits1 up 7% to £1.8m • Adjusted EBITDA2 increased 12% to £2.2m • Adjusted pre-tax profits3 up 7% to £1.8m • Adjusted earnings per share4 up 11% to 7.99p • Final dividend of 2.6p per share recommended, making total dividend for the year of 3.85p (a yield of 3.5% on a share price of 111p) • Cash funds of £1.4m (2012: £1.6m) after acquisition related payments of £0.9m. The Group remains debt free • FCP Internet acquired in July 2013 1 Adjusted operating profit is statutory operating profit before acquisition costs, related intangible amortisation, movements in deferred consideration and other one-off costs relating to acquisitions. 2 Adjusted EBITDA is adjusted operating profit with depreciation and amortisation added back. 3 Adjusted pre-tax profits is statutory pre-tax profits before acquisition costs, related intangible amortisation, movements in deferred consideration and other one-off costs relating to acquisitions. 4 Adjusted earnings per share is computed from statutory profits after tax adjusted to exclude the post-tax effect of acquisition costs, related intangible amortisation, movements in deferred consideration and other one-off costs relating to acquisitions. Adjusted basic EPS pence 13 12 7.99 +11% 7.20 Recurring Revenues £’000 13 12 4,529 5,271 +16% 1 “These are another strong set of results with each of our divisions delivering both top line and bottom line growth, while integrating the FCP Internet business and continuing to invest in our future. We are also, once again, pleased to be increasing our dividend.” Mike Love Non-Executive Chairman Strategic Report 1 Highlights 2 Dillistone Group at a Glance 5 Chairman’s statement 6 CEO’s review 10 Financial review Governance 12 Corporate Governance Report 14 Report to the Shareholders on Directors’ Remuneration 16 Board of Directors 18 Directors’ Report Financial Statements 19 Independent Auditors’ Report to the Members 20 Consolidated Statement of Comprehensive Income 21 Consolidated Statement of Changes in Equity 22 Company Statement of Changes in Equity 23 Consolidated and Company Statement of Financial Position 24 Consolidated Cash Flow Statement 25 Company Cash Flow Statement 26 Notes to the Financial Statements ibc Directors and Advisers Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 2 Dillistone Group at a Glance Our two Divisions are Dillistone Systems and Voyager Software Dillistone Systems division Dillistone Systems is a leading global supplier of software to executive search firms and to in-house search teams at major corporations and not-for-profit organisations. The Division’s main product is FileFinder 10, which is the latest iteration of the FileFinder software system, launched in March 2011 and built using Microsoft .NET framework technology. The Division is headquartered in the UK, but has offices in Germany, the United States and Australia and serves clients in more than 60 countries, generating more revenue from outside the UK than from its home market. Dillistone Systems is widely acknowledged to work with more executive search firms than any comparable supplier, and is also considered to be a thought leader in this space. As a result, the Division has also moved beyond the supply of software, and provides additional services including training in executive search techniques, marketing and advertising services, and also runs regular conferences which are open to both client and non-client firms. Timeline 1983 The original FileFinder software was developed by David Dillistone, himself a retained search consultant. While it was initially created for in-house use, David soon realised that there was a market for it beyond his own firm, and so he created David Dillistone Systems. 1990 By the late 1990s, David had retired and the business – now renamed as Dillistone Systems – was owned by Custom Business Systems. CBS invested heavily in the firm and, by the end of the decade, offices had been established on three continents. 2003 In 2003, the current management team took part in a management buyout of the business. The dawn of the Internet meant that it became far easier to sell the FileFinder system internationally, and, as a result, Dillistone Systems grew rapidly. Dillistone Group Plc Annual Report and Accounts 2013 3 Global reach Dillistone Group has offices in the UK, US, Germany and Australia, serving over 2,000 firms in over 60 countries In July 2013, the Group acquired FCP Internet, suppliers of the Evolve SaaS product, and this has subsequently been folded into the Voyager division. Today, the Voyager products are used in over 20 different countries by many thousands of users in different-sized recruitment businesses. The Division has offices in the UK and Australia and employs around 40 people. Main Group offices Voyager Software division Voyager Software became a part of the Dillistone Group in September 2011. At the time of its acquisition by Dillistone, it provided end-to-end recruitment solutions principally to the third party recruiting sector. Voyager’s products included Voyager Professional, Voyager Commercial, Voyager VDQ! and Voyager Mid-Office, a product range largely used by temp and contingency recruiters. In September 2012, Voyager launched its next generation software platform, Voyager Infinity. Voyager Infinity is designed to improve the performance of recruitment companies specialising in both contract and permanent placements. Infinity meets the demands of flexibility and functionality required by these firms, putting it at the forefront of software available to the recruitment industry. As with FileFinder 10, Infinity has been built using Microsoft .NET framework technology and replaces the Voyager Professional product. 2006 In 2006, the Group floated on the AIM market of the London Stock Exchange (DSG.L). 2008 In 2008, a decision was taken to significantly increase R&D expenditure, and the development of the next generation of FileFinder began. 2011 In March 2011 FileFinder10 was released after over two years of development. In September 2011 the Group made its first acquisition: Voyager Software. 2012 In September 2012 Voyager Infinity was launched after three years of development. 2013 In July 2013 the Group made its second acquisition of FCP Internet. 2014 Today, the Dillistone Group is profitable, debt free and cash generative. It is proud to work with over 2,000 firms in over 60 countries. It has offices in four countries across the Globe and employs nearly 100 people. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 4 Dillistone Group at a Glance continued Dillistone Systems division Products FileFinder is designed specifically for the executive search market with FileFinder 10 being the latest generation of the product. FileFinder is an executive search database, CRM system, research tool, report writer and project management solution all rolled into one. It is designed to support every element of the search process. Voyager Software division Products Voyager is a leading provider of innovative recruitment software. Its focus is on service and delivering tangible benefits and its recruitment solutions offer rapid deployment and return on investment. The products span the entire recruitment landscape, from the front office to the back office and even to bureaus. By combining recruitment software products the Division has a strong track record of delivering vertical market solutions. The software is available on an outright purchase model with support, as a Software as a Service (SaaS) solution or a combination where the customer buys the product outright but is hosted by the Division. MIDDLE AND BACK OFFICE products: Voyager Mid-Office, Voyager’s flexible Pay & Bill solution, automates the processing of large volumes of invoices and payments to numerous clients and candidates. Voyager Bureau enables bureaus to subcontract back- office operations for multiple client recruitment companies on a single platform. FRONT OFFICE products: Voyager Infinity manages the timetables of recruiters working to fill permanent and longer- term contract/temporary vacancies. VIRTUAL VOYAGER: With Virtual Voyager, all Voyager products can now be hosted and delivered to any customer PC with an Internet connection. Voyager Commercial brings further unique tools that optimise a candidate’s entire association with a temporary or short-term contract placement agency. Voyager VDQ! is designed for fast-paced blue and white collar temporary placement agencies that have to quickly assemble transient or ad-hoc teams to serve highly volatile and urgent labour requirements. Through FCP Internet, the division also provides its evolve™ software evolve™ has been designed to deliver an effective workflow solution for all sizes and types of recruitment business. It is delivered only as a SaaS product. Dillistone Group Plc Annual Report and Accounts 2013 Chairman’s Statement 5 The Group has again enjoyed another successful year in 2013, delivering its best ever performance in terms of both revenue and operating profit. Revenue was up 15% to £8.1m and adjusted operating profits up 7% to £1.8m. We have two divisions – Dillistone Systems and Voyager Software – and both delivered top line and bottom line growth. Our Voyager division delivers products into a range of recruiting markets. Performance has varied across these, with a number of products delivering a strong performance. With a strong profile of recurrent revenues, the Group continues to generate cash allowing us to continue to invest in improving our products and services whilst maintaining our dividend policy. Both the Dillistone Systems and Voyager Software divisions anticipate making significant product related announcements later in the year. Dr Mike Love Non-Executive Chairman 28 April 2014 The acquisition of FCP Internet (FCP) in July 2013 has once again proven our ability to acquire and integrate businesses successfully. The FCP team is now settled into our wider Group, client retention has been good and the evolve™ SaaS product is continuing to perform well in the market. FCP contributed £472,000 to revenue and £55,000 to profit before taxation in 2013. It is the view of the Board that product development is fundamental to the long term success of the business and as a result 2014 will see us continue to invest in the development of software within both of our divisions. Dividends The Board was pleased to increase the interim dividend payment in September 2013 to 1.25p (2012: 1.2p). The Board has recommended a final dividend of 2.6p per share (2012: 2.5p), subject to shareholder approval, payable on 25 June 2014 to holders on the register on 16 May 2014. Shares will trade ex-dividend from 14 May 2014. This takes the total dividend based on the 2013 results to 3.85p, and gives a yield of 3.5% on a share price of 111p. This represents another year on year increase in the dividend, in line with our progressive dividend policy, which illustrates the Board’s confidence in the future prospects of the Group. The business is committed to maintaining its policy of investing in its products and services whilst rewarding its shareholders. Staff Our staff are fundamentally important to the success of the business. It is through their efforts, commitment and determination that we continue to be a leading technology provider in the sectors we serve. On behalf of the Board I would like to take this opportunity to thank all of them. Outlook The Board retains a confident outlook on prospects for the Group. At this stage, while first half revenues are expected to be ahead of the equivalent period for 2013, it is anticipated that first half pre-tax profit will be below that delivered in 2013. We announced in summer 2013 that we were strengthening our management team and this, along with the increased amortisation of our product development, are two of the key reasons behind the increase in expected costs. However, taking the year as a whole, the Group expects to make positive progress in 2014, the scale of which will become clearer as the year evolves. Within our Dillistone Systems division, we have sold more new systems in the first quarter of 2014 than we did in the same period of 2013, however, income from new systems sales in 2014 is lagging that seen in 2013, in part due to an increase in the proportion of purchases delivered on the cloud subscription model, which has an impact on near term revenues. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 6 CEO’s Review Dillistone Group Plc is a global leader in the supply of technology solutions and services to the recruitment industry worldwide. Strategy and objectives The Group’s strategy is to grow the business both organically and through acquisition. This strategy is made possible by our commitment to product development, which ensures that the business continues to command a leading role in all of the markets in which it operates. Our acquisition strategy typically entails consideration of firms offering: • products that would further increase market share in the Group’s core markets; legacy applications where clients could be transferred to our modern suite of products; or • • complementary applications which may be cross sold to clients of the Group. The Group’s objectives are principally to: • ensure our products meet the needs of the recruitment sector through continual investment and development of our products; • be a leading player in all of the markets we serve; • develop our staff; and • increase our profitability and deliver increased shareholder value year on year and to follow a progressive dividend policy. Our business model The business is split into two divisions, Dillistone Systems and Voyager Software. Dillistone Systems specialises in the supply of software and services into executive-level recruitment teams. Voyager Software’s clientele are primarily involved in contingent recruitment, including permanent placement, contract placement and the provision of temporary staff. Across our subsidiaries, we work with around 2,000 firms in approximately 60 countries. Further details of the products we supply are given in the ‘At a Glance’ section. The majority of our products are delivered through one or more of the following: 1. an upfront licence fee plus a recurring support fee; 2. software as a Service (SaaS) subscription basis; or 3. a hybrid model incorporating an upfront payment and recurring support and hosting fees. The business has offices in four countries, the UK, Germany (through a branch), the US and Australia. This enables the Group to support its customers on an approaching 24/5 basis. As well as supplying and supporting our software we also host the software for a proportion of our clients. This is done through data centres in Europe, the US, Singapore and Australia. Review of the business 2013 saw recurring revenues grow 16% to £5.271m (2012: £4.529m) reflecting the acquisition of FCP Internet, whose revenues (£472,000) are included in the Group results for the first time and are mainly recurring in nature. Recurring revenues represent 65% of Group revenues (2012: 64%). Overheads have increased across the business in part as a result of our decision to strengthen management depth in anticipation of future growth but, despite this, pre-tax profits before acquisition related items increased 7% to £1.801m (2012: £1.684m). Dillistone Systems The Dillistone Systems division is primarily focused on providing technology solutions to the executive search market. This client group is made up of both executive search firms and executive search teams in major organisations. In my 2013 report, I noted that, in 2012, according to statistics from the Trade association the Association of Executive Search Consultants (AESC), the retained search market had shrunk but that Dillistone Systems had grown its install base despite that trend. I am able to report a very similar story in 2013, with the AESC reporting that the total number of mandates taken on by search firms in 2013 fell by 8.5%. Despite this, Dillistone Systems was again able to sign up a new client roughly every other working day. Dillistone Group Plc Annual Report and Accounts 2013 7 Key Performance Indicators (KPIs) The Board and management use absolute figures to monitor the performance of the business in the following financial KPIs: Total revenue Recurring revenues Non-recurring revenues Adjusted profit before tax Cash FY 2013 £’000 FY 2012 £’000 Measure 8,101 5,271 2,428 1,801 1,399 7,052 4,529 2,140 1,684 1,643 year on year growth year on year growth year on year growth year on year growth sufficient cash resources maintained In addition, the Board monitors order levels and employee numbers as well as performance against budget. In addition, we successfully sold our FileFinder product into a variety of different corporate sectors. These included retail, technology, private equity, management consulting, energy, banking, publishing and the public sector. The division continued to invest in enhancing our products and services. For a number of years, Dillistone Systems has offered cloud hosting facilities in the UK and Australia, and facilities in the US and Asia have been added since the publication of our last report. Our development team has continued to develop the FileFinder product, and has delivered performance and functionality improvements since launch. The division expects to make an important product related announcement later this year. Dillistone Systems’ head office is in London and it has offices in the US, Germany and Australia. The division accounts for 61% (2012: 66%) of the Group’s revenue and saw recurring revenue grow 3% to £3.248m (2012: £3.144m). As a whole, the division saw segmental operating profit before amortisation and depreciation increase by 5% to £2.013m (2012: £1.912m). Revenue 2013 £’000 2012 £’000 Recurring income Non-recurring income 3,248 3,144 1,675 1,522 4,923 4,666 Voyager Software Voyager Software performed well in 2013. The division successfully delivered its largest ever contract and has seen its ‘Infinity’ product gain good momentum in the market. Although both divisions are run separately, synergies continue to be delivered. Both divisions are committed to continuing to invest in their products to ensure they retain their market leading positions. The Infinity product was a major development for the business and, since launch, work has continued to optimise it for larger firms and certain delivery models. July 2013 saw us acquire FCP Internet, a UK focused SaaS business targeting the recruitment industry via its product, evolve™. The integration of the business has been successfully completed, with the majority of staff transferring to existing Group offices in Basingstoke and London. Client retention has been strong, and the evolve™ platform today supports more users than ever before. In 2013, the Voyager Software division accounted for 40% of Group revenues. The division’s revenues were £3.202m and it had a segmental operating profit before amortisation and depreciation of £0.598m. Revenue Recurring income Non-recurring income Third party revenues 2013 £’000 2012 £’000 2,023 1,385 618 383 777 402 3,202 2,386 Financial risk management The Group’s operations expose it to a number of risks that include the effect of changes in interest rates, credit, foreign currency exchange rates and liquidity. The Group does not trade in financial instruments. Further details in relation to these risks are shown in note 23. Interest rate risk The Group currently finances its activities through retained cash and equity finance. The Group monitors its exposure to interest rate risk when investing its cash resources. Credit risk The Group has a large customer base in excess of 2,000 customers and is not dependent on a small number of customers. Accordingly, the Group does not believe it is exposed to significant credit risk. In addition, it only places money with banks with strong credit ratings. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 8 CEO’s Review continued Exchange risk The Group is exposed to translation and transaction foreign exchange risk. The Group’s foreign operations primarily trade in their own currencies reducing the transaction risk. As a result the main foreign exchange transactional exposure arises when repatriating profits. The Group only seeks to remit cash when required in the UK and it usually has some flexibility on timing of such appropriations to minimise any exchange losses. To a degree, the Group relies on a partial natural hedge of Euro, Australian Dollar and US Dollar to cover the translation exposures. Liquidity risk The Group maintains positive cash resources and has sufficient available funds for its operations and planned expansion of its existing activities. Principal risks and uncertainties There are a number of risks and uncertainties which could have an impact on the Group’s long term performance and cause actual results to differ materially from expected and historical results. The Directors seek to identify material risks and put in place policies and procedures to mitigate any exposure. The table of risks that follows gives details of the principal risks and the approach being taken to manage them. Risk Potential adverse impact Mitigation Economic risk to our core markets The recruitment industry has a reputation for being vulnerable to the cyclical nature of the economy. This can impact significantly on non-recurring revenue and to a lesser extent recurring revenue. New product risk The introduction of new products might contain significant bugs that make them unusable. This could damage the Group’s reputation and result in loss of new orders and therefore reduce revenue growth. It could also result in claims against the Group. The Group operates globally and so is not reliant on one economy. It enjoys a high percentage of recurring revenues. The acquisition of Voyager and FCP have increased the exposure to the UK economy. Future acquisitions may be overseas. In a downturn there may be a reduction in new permanent hires which may be replaced by temporary hires. This could impact our traditional executive search market. The Group’s suite of products now supports more aspects of the third party recruitment market through its acquisition of Voyager (in 2011) and FCP. The temporary recruitment market is potentially anti-cyclical. Products are tested pre-launch and launch strategies are developed to minimise risks. These risks are being actively monitored for all products. Attrition of customer base Failure to attract new customers, or the loss of existing customers may have a detrimental effect on the Group’s ability to generate revenues. Actively manage existing customer relationships and endeavour to promptly deal with issues. Competitor activity The market for recruitment software is extremely fragmented with a large number of small suppliers operating in all of the Group’s geographical markets. Very few of these suppliers have the necessary financial, technical and marketing resources to be able to develop their competitive position. However, the competition may intensify through consolidation or new entrants to the market. Management works to build strong customer relationships and uses account management to keep in touch with clients. The Group continues to invest in its product development. The Group continues to innovate and provide solutions to client needs. Dillistone Group Plc Annual Report and Accounts 2013 9 Risk Potential adverse impact Mitigation Business continuity risks associated with information systems’ operational failure and data security Employee engagement and retention Acquisition risk A failure of systems or failure of hosting facilities leading to loss of customer confidence in the Group being able to deliver their requirements. Loss or corruption of data held on behalf of customers which could have a detrimental effect on their confidence in data security processes and could cause financial loss. External attacks on servers could result in lost or corrupted data and loss of reputation. Capability to meet the demands of the markets in which the Group operates and competes effectively with other IT suppliers is largely dependent on the skills, experience and performance of staff. Failure to attract or retain high calibre employees could seriously impede future growth and present performance. The Group has made two acquisitions since 2011 and is likely to make further acquisitions in the future. This creates the potential risk that acquisitions may not perform or may contain hidden risks or liabilities. Ability to finance acquisitions and expansion The Group wants to grow by acquisition and this requires that it will have the ability to fund such expansion either via borrowing or placement, or through the availability of its own cash resources. Each division is reliant on data centres. Work is ongoing to improve disaster recovery plans. Data backups occur daily and the necessary tests carried out on a regular basis to ensure data can be restored. Penetration testing will help ensure systems are safe from attack. To retain staff the Group operates competitive remuneration packages and an appropriate culture in which staff work. For all acquisitions and in advance of completion, management undertakes due diligence and prepare integration plans including risk identification. These papers are reviewed and approved by the Board prior to any commitment being entered into. New bankers appointed in 2013 for the Group and good dialogue maintained. Changes to EIS relief likely to be beneficial in raising new finance through share issues. Investor relations programme in place. Management capacity As the business grows there may be insufficient support to ensure that the growth is effectively managed and integrated. Investment in additional management in 2013 and the divisional boards and the Group Board continue to review the need for additional resources. On behalf of the Board Jason Starr Chief Executive 28 April 2014 Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 10 Financial Review Total Revenue £’000 13 12 11 10 09 3,655 4,251 8,101 7,052 5,448 Recurring Revenues £’000 13 12 11 10 09 2,344 2,536 3,248 5,271 4,529 Adjusted EBITDA £’000 13 12 11 10 09 1,234 1,358 2,242 1,998 1,633 Adjusted Profit Before Tax £’000 13 12 11 10 09 1,405 1,182 1,080 1,801 1,684 Adjusted basic EPS pence 13 12 11 10 09 5.13 5.01 7.99 7.20 6.26 Total revenues increased by 15% to £8.101m (2012: £7.052m), with profit before tax and acquisition related items up 7% to £1.801m (2012: £1.684m). Recurring revenues increased by 16% to £5.271m (2012: £4.529m). Non-recurring revenues saw an increase of 13% to £2.428m from £2.140m in 2012. Third party software product sales amounted to £0.402m in the period (2012: £0.383m). These results include FCP revenues from July 2013. Cost of sales increased by 11% to £0.957m (2012: £0.864m), reflecting the impact of FCP from 8 July 2013. Administrative costs, excluding acquisition related items, depreciation and amortisation, rose 15% to £4.901m (2012: £4.246m), reflecting a part year of FCP and increased investment in management. Depreciation and amortisation increased to £0.449m (2012: £0.327m). Acquisition related administrative costs totalled £0.210m (2012: £0.102m) and relate to acquisition costs and amortisation of intangibles arising on the Voyager and FCP acquisitions offset by a reduction in the estimated contingent consideration payable re Voyager of £0.058m. Interest income has also been offset by the unwinding of the discount in respect of the deferred consideration. Recurring revenues covered 98% of administrative expenses before acquisition related costs (2012: 99%). Excluding depreciation and amortisation of our own internal development, the administrative costs are more than covered at 108% (2012: 107%). Tax has been provided at an effective rate of 19% (2012: 22%) excluding acquisition related items and at 19% (2012: 18%) post acquisition related costs. These rates reflect the R&D tax credits available to both Dillistone Systems and Voyager Software that have been claimed, partially offset by the higher rates of corporation tax that are payable overseas. The post acquisition related items rate also reflects the reduction in deferred consideration and the write off of acquisition costs together with the reduction in deferred tax rate used in the accounts from 23% to 21%. Profits for the year before acquisition related items rose 11% to £1.455m (2012: £1.311m) and profits for the year after acquisition related items decreased marginally to £1.231m (2012: £1.235m). Basic earnings per share (EPS) rose 11% to 7.99p (2012: 7.20p) before acquisition related items and decreased by 0.5% to 6.76p (2012: 6.79p) after such items. Fully diluted EPS rose 7% to 7.70p (2012: 7.18p) and decreased 4% to 6.51p (2012: 6.76p) after acquisition related items. Dillistone Group Plc Annual Report and Accounts 2013 11 There are four tranches of deferred contingent consideration in respect of FCP and they are dependent on levels of revenue achieved in periods up until 31 March 2015. Cash Dillistone finished the year with cash funds of £1.399m (2012: £1.643m) and remains debt free. This is after capital expenditure of £0.830m, the payment to the vendors of Voyager and FCP of £0.900m (net of cash received with FCP) and dividend payments of £0.683m. On behalf of the Board Julie Pomeroy Finance Director 28 April 2014 Revenue analysis 2013 65% Recurring 30% Non-recurring 5% Third party Divisional revenue analysis 2013 61% Dillistone Systems division 39% Voyager Software division Capital expenditure The Group invested £0.830m in property, plant and equipment and product development during the year (2012: £0.872m). This expenditure included £0.747m (2012: £0.803m) spent on development costs, of which £0.250m relates to development in Voyager Software (2012: £0.403m), that has been capitalised under IFRS in the Group accounts. Trade and other payables As with previous years, the trade and other payables include income which has been billed in advance but is not recognised as income at that time. This principally relates to support, SaaS and hosting renewals which are billed in December 2013 but that are in respect of services to be delivered in 2014. Contractual income of this type is recognised monthly over the period to which it relates. It also includes deposits taken for work which has not yet been completed, as such income is only recognised when the work is substantially complete or the client software goes ‘live’. Also included in trade and other payables is £0.918m (2012: £0.360m) relating to consideration and contingent consideration due to former Voyager and FCP shareholders. The contingent consideration in respect of Voyager Software is dependent on the level of revenue achieved by the division in the periods up to 31 December 2013. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 12 Corporate Governance Report Corporate governance The Board supports the principles of good governance. In fulfilling their responsibilities, the Directors believe that they govern the Group in the best interests of the shareholders, whilst having due regard to the interests of other stakeholders in the Group including, in particular, customers, employees and suppliers. The workings of the Board and its committees The Board The Board comprises a Non-Executive Chairman, one Independent Non-Executive Director and five Executive Directors. All Directors are obliged to submit themselves for re-election at least every three years. The Chairman and Non-Executive Director are considered to be independent of management and free from any business or other relationship which could materially interfere with the exercise of their independent judgement. Giles Fearnley is the current Senior Independent Director and his shareholding of approximately 2.5% is not considered by the Board to change his independence. To enable the Board to discharge its duties, all Directors have full and timely access to all relevant information. They are also able to take independent professional advice as appropriate. The Board meets at least four times each year and has adopted a formal schedule of matters specifically reserved for decision by it, thus ensuring that it exercises control over appropriate strategic, financial, operational and compliance issues. At these meetings the Board reviews trading performance, ensures adequate financing, sets and monitors strategy, examines investment and acquisition opportunities and discusses reports to shareholders. The following committees have been established to deal with specific aspects of the Group’s affairs. Audit Committee In 2013 the Audit Committee comprised the Chairman and the Non-Executive Director and met twice during the year. The Finance Director, Group Chief Executive Officer (CEO) and external auditors attend by invitation. The Audit Committee makes recommendations to the Board on issues surrounding the appointment, resignation or removal of auditors and their remuneration. It discusses and agrees the scope of the audit with the external auditors before the audit. The Audit Committee reviews external audit activities, monitors compliance with statutory requirements for financial reporting and reviews the half-year and annual accounts before they are presented to the Board for approval. It is also required to review the effectiveness of the Group’s internal control systems, to review the Group’s statement on internal control systems prior to endorsement by the Board and to consider, from time to time, the need for a risk assessment of the Group’s internal control systems. Remuneration Committee In 2013 the Remuneration Committee comprised the Chairman, the Non-Executive Director and, by invitation, the Group CEO and the Company Secretary. It is responsible for recommending to the Board the contract terms, remuneration and other benefits for Executive Directors, including the performance-related bonus scheme and participation in the Group’s long term share option schemes. Internal controls The Board has overall responsibility for the Group’s system of internal controls. However, such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable and not absolute assurance against material misstatement. In order to discharge that responsibility in a manner which ensures compliance with laws and regulations and promotes effective and efficient operations, the Directors have established an organisation structure with clear operating procedures, lines of responsibility and delegated authority. There is an established framework of internal controls set out and approved by the executive management. The more important elements of this framework are as follows: Management structure The Board has overall responsibility for the Group and each Executive Director has been given responsibility for specific aspects of the Group’s affairs. Corporate accounting and procedures Responsibility levels are communicated throughout the Group as part of the corporate communication procedure. Accounting, delegation of authority and authorisation levels, segregation of duties and other control procedures, together with the general ethos of the Group are included in these communications, and standardised accounting policies are in place reflecting this policy. Quality and integrity of personnel The integrity and competence of personnel is ensured through high recruitment standards and subsequent training courses. Quality personnel are seen as an essential part of the control environment and the ethical standards expected are communicated through senior members of staff. Budgetary process Each year the Board approves the annual budget, which includes an assessment of key assumptions underlying it. Performance is monitored and relevant action taken throughout the year by monthly reporting to the Board of updated forecasts together with information on key risk areas. Dillistone Group Plc Annual Report and Accounts 2013 13 Internal monitoring The Audit Committee considers and determines relevant action in respect of any control issues raised by the auditors. Given the size of the Group and the close day- to-day control exercised by the Executive Directors and senior management, no formal financial internal audit department is considered necessary. The Operations Director is responsible for maintaining registrations and quality related certifications and defining and agreeing the procedures, standards and practices to be followed in all non-financial aspects of the Group’s business. The Directors have reviewed the effectiveness of the system of internal controls in operation during the year through the compliance monitoring process set out above and by reports from senior managers concerning the operations for which they are responsible. It must be recognised that such a system can provide only reasonable and not absolute assurance and, in that context, the review revealed nothing, which in the opinion of the Directors, indicates that the system was inappropriate or unsatisfactory. Relations with shareholders The Group seeks to maintain good communications with shareholders. The Executive Directors make presentations to institutional shareholders covering the interim and full year results. The Group despatches the notice of Annual General Meetings (AGM), with an explanatory circular describing items of special business, at least 21 working days before the meeting. All shareholders have the opportunity formally or informally to ask questions at the Company’s AGM and the Chairman typically makes a statement on current trading conditions at that meeting. The Chairman of the Audit and Remuneration Committees attends the AGM and will answer questions that may be relevant to the remit of those committees. At each AGM the Chairman advises shareholders of the proxy voting details on each of the resolutions, which are dealt with on a show of hands. In addition, webinars have been introduced following announcements, giving shareholders and other interested parties more access to the Company. Auditors A resolution authorising the Directors to set the remuneration of the Auditor will be put to shareholders at the forthcoming AGM. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 14 Report to the Shareholders on Directors’ Remuneration Remuneration report Remuneration policy The objective of the Group’s remuneration policy is to attract, motivate, and retain high quality individuals who will contribute significantly to shareholder value. The Remuneration Committee decides on the remuneration of the Directors and other senior management, which comprises a basic salary, benefits, bonus scheme, share options and longer term incentive plan. Service contracts The Board’s policy is that service contracts of Executive Directors should provide for termination by the Group on one year’s notice. The service contracts of each of the current Executive Directors provide for such a period of notice. The Independent Non-Executive Directors have letters of appointment providing fixed three-year service periods, which may be terminated by giving six months’ notice. Non-Executive Directors’ remuneration The fees for the Chairman and independent Non-Executive Director are determined by the Board. The Chairman and the Non-Executive Director are not involved in any discussions or decisions about their own remuneration. The Chairman and independent Non-Executive Director do not receive bonuses or pension contributions and are not entitled to participate in any of the Group’s share schemes. They are entitled to be reimbursed the reasonable expenses incurred by them in carrying out their duties as Directors of the Company. Executive Directors’ remuneration The remuneration package of the Executive Directors includes the following elements: Basic salary Salaries are normally reviewed annually taking into account inflation and salaries paid to directors of comparable companies. Pay reviews also take into account Group and personal performance. The Board as a whole decides the remuneration of the Chairman and the Non-Executive Director. Performance related pay scheme There are two performance related pay schemes for Executive Directors. The first is an annual bonus scheme which is based upon the achievement of certain profit and commercial targets for the Group, as appropriate. A bonus of £66,000 was payable to the Executive Directors in respect of 2013 (2012: £81,000). The second scheme was introduced in 2011 and is a long term incentive plan linked to growth in earnings per share over a three year period. Executive Directors have been granted phantom share options at the ruling mid-market price at the time of the grant. The awards are subject to meeting challenging EPS growth targets and will be cash settled. The remuneration committee can also choose, when making the award, to grant share options in place of phantom options with the same growth targets. In 2013 an alternative pure cash bonus fixed as a percentage of salary was introduced with similar EPS growth targets. It is expected that annual awards will be made under the scheme. Where phantom options are awarded, the value of the award is calculated at each reporting period using a Black Scholes model (see note 21 for further details). One of the phantom option schemes was replaced by a cash bonus scheme which fixes the maximum payout. The awards made in the period are included below: Directors’ remuneration (audited) Details of the remuneration of the Directors for the financial year are set out below: Executive Directors J S Starr R Howard A D James J P Pomeroy A Milne Non-Executive Directors M D Love G R Fearnley Salary and fees £’000 Bonus £’000 Pension payments* £’000 Benefits £’000 2013 Total £’000 2012 Total £’000 104 62 81 81 71 33 12 444 18 10 13 13 12 – – 66 13 – 4 7 – – – 24 1 4 4 1 4 – – 14 136 76 102 102 87 33 12 548 139 101 100 101 87 33 12 573 * Includes cash payments in lieu of employer contributions and payments where salary sacrifice has been enabled. Dillistone Group Plc Annual Report and Accounts 2013 15 LTIP award (not audited) – phantom options Total value of all phantom option LTIP awards at 31 December 2013 £’000 Total value of all phantom option LTIP awards at 31 December 2012 £’000 Number of phantom options granted in year – – – – – – 29 26 – – 17 72 34 31 18 16 20 119 J S Starr R Howard A D James J P Pomeroy A Milne LTIP award (not audited) – % of salary arrangement Directors’ interests The interests of the Directors (including family interests) in the share capital of the Company at the year end are set out below. J S Starr R Howard A D James M D Love G R Fearnley A Milne J P Pomeroy Ordinary shares of 5 pence each At 31 December 2013 At 31 December 2012 3,554,443 3,554,443 3,300,000 3,524,433 121,494 272,137 993,435 59,109 13,888 101,494 450,622 453,435 59,109 13,888 Total maximum value of all salary based LTIP awards at 31 December 2013 £’000 Total maximum value of all salary based LTIP awards at 31 December 2012 £’000 72 55 55 51 48 281 – – – – – – Maximum payout awarded in period 37 21 28 28 25 139 In addition the following Directors had total share options including the options granted under the LTIP scheme above. A D James J P Pomeroy Options over ordinary shares of 5 pence each At 31 December 2013 At 31 December 2012 109,589 137,027 246,616 109,589 137,027 246,616 J S Starr R Howard A D James J P Pomeroy A Milne LTIP award (not audited) – share options Number of options granted under LTIP scheme in year Total number of options granted under LTIP scheme at 31 December 2013 Total number of options granted under LTIP scheme at 31 December 2012 – – – 109,589 111,233 220,822 109,589 111,233 220,822 A D James J P Pomeroy These options were granted at 73p and carry the same performance conditions as the LTIP phantom option awards. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 16 Board of Directors Mike Love, aged 65 Non-Executive Chairman Jason Starr, aged 42 Chief Executive Rory Howard, aged 46 Operations Director Mike Love has a PhD in theoretical physics and over 30 years’ experience in the software industry. He is currently non-executive chairman of SciSys plc, also an AIM quoted company, and director and chairman at Redcliffe Precision Ltd. He was group managing director of SciSys from 1986 to 2003 during which time he led a management buy-out of the business and floated it on AIM in 1997. He is a previous member of the AIM Advisory Group of the London Stock Exchange. Jason Starr joined Dillistone Systems in 1994. He became Marketing Manager in 1996 before becoming Managing Director of the UK business in 1998. Following the MBO, Jason became Managing Director of Dillistone Systems Ltd and subsequently became Group Chief Executive Officer. Jason is well known in the industry and has spoken at events in Asia, the US and Europe. Jason has a BA (Honours) business studies degree from the London Guildhall University. Jason is the Group Chief Executive of Dillistone Group Plc and Managing Director of Dillistone Systems. As well as being Managing Director he also has responsibility for the sales and marketing departments of the Division. Rory Howard has a BA (Honours) in business administration and is a PRINCE2 practitioner. Rory started his career with the Dixons Stores Group and from 1991 to 1994 he worked in the systems and control department as a technical support analyst working on their EPOS systems, data reporting and security. He then joined JATO Dynamics Ltd, a software company specialising in the automotive research market, as a database analyst, developing databases for pricing models for the large automotive manufacturers. In 1998 he joined Dillistone Systems Limited as a project manager, and the following year became the Global Projects Manager, tasked with restructuring all implementations and data migrations procedures and operations. In 2003 Rory became Operations Director of Dillistone Systems Limited and a member of the Board. Alex James, aged 41 Product Development Director Alex graduated from Swansea University in 1995 with a degree in psychology. In 1995 Alex joined Mallinckrodt Veterinary, working in quality control. In 1997 he moved to Responseability, a company that manages aspects of the recruitment process for clients, starting in administration before progressing into an account management role. Alex started at Dillistone in 1999 in a training/consultancy position prior to becoming the UK and then Global Projects Manager, being ultimately responsible for the implementation of all products and services to both new and existing clients. Alex joined the Board of Dillistone Systems Limited in January 2005 and the Group Board in February 2006. Alex is the Product Development Director for Dillistone Systems; departments under his responsibility are software development and technical integration. Alistair Milne, aged 38 Julie Pomeroy, aged 58 Finance Director Giles Fearnley, aged 59 Non-Executive Director Director of Support Services Alistair started his career at Richmond Theatre in 1994, working in both the marketing department and box office. In 1997 he joined The Football Association, initially in a ticketing administration role, before progressing to a management role. Alistair then began working at the Shaw Theatre as Box Office Manager. He joined Dillistone Systems in 2003. He was initially appointed to the UK and then Global Support Manager role with responsibility for all aspects of support services. He was promoted to the Dillistone Systems Limited Board in 2006 and joined the Group Board in January 2011. Alistair is the Director of Julie is an experienced finance director of quoted and private companies. She graduated with an honours degree in Physics from Birmingham University and is a Chartered Accountant and Chartered Director. She also holds tax and treasury qualifications. Julie was group finance director of Carter & Carter Group plc until October 2005 having joined in 2002 to help grow and float the business. She had previously been chief financial officer of Weston Medical Group plc and prior to this Julie worked at East Midlands Electricity plc as director of corporate finance. She was finance director of AIM quoted Biofutures International plc until July 2010. Julie is also Support Services; he oversees a non-executive director all Dillistone IT infrastructure and support services globally. of Nottingham University Hospitals NHS Trust. A career in the passenger transport industry saw Giles lead an MBO in 1991, forming Blazefield Holdings Limited, a business operating bus networks principally across Yorkshire and Lancashire. This company was sold to Transdev in 2006. In 1997 he was appointed chief executive of Prism Rail PLC, having been one of that company’s founders, and held that position until its sale to National Express in 2000. Prism Rail operated four of the UK’s passenger rail franchises with a turnover of £500 million per annum. Giles is currently managing director – Bus, UK and Ireland for First Group Plc. Giles served as chairman of the Association of Train Operating Companies in 1999/2000 and as chairman of The Confederation of Passenger Transport UK. Dillistone Group Plc Annual Report and Accounts 2013 17 Mike Love, aged 65 Jason Starr, aged 42 Non-Executive Chairman Chief Executive Rory Howard, aged 46 Operations Director Jason Starr joined Dillistone Systems in 1994. He became Marketing Manager in 1996 before becoming Managing Director of the UK business in 1998. Following the MBO, Jason became Managing Rory Howard has a BA (Honours) in business administration and is a PRINCE2 practitioner. Rory started his career with the Dixons Stores Group and from 1991 to 1994 he Director of Dillistone Systems worked in the systems and control department as a technical support analyst working on their EPOS Alex James, aged 41 Product Development Director Alex graduated from Swansea University in 1995 with a degree in psychology. In 1995 Alex joined Mallinckrodt Veterinary, working in quality control. In 1997 he moved to Responseability, a company that manages aspects of the recruitment process for clients, starting and has spoken at events in security. He then joined JATO progressing into an account systems, data reporting and in administration before Mike Love has a PhD in theoretical physics and over 30 years’ experience in the software industry. He is currently non-executive chairman of SciSys plc, also an AIM quoted company, and director and chairman at Redcliffe Precision Ltd. He was group managing director of SciSys from 1986 to 2003 during which time he led a management buy-out of the business and floated it on AIM in 1997. He is a previous member of the AIM Advisory Group of the London Stock Exchange. Executive of Dillistone Group Systems Limited as a products and services to both Ltd and subsequently became Group Chief Executive Officer. Jason is well known in the industry Asia, the US and Europe. Jason has a BA (Honours) business studies degree from the London Guildhall University. Jason is the Group Chief Plc and Managing Director of Dillistone Systems. As well as being Managing Director he also has responsibility for the sales and marketing departments of the Division. Dynamics Ltd, a software company specialising in the automotive research market, as a database analyst, developing databases for pricing models for the large automotive manufacturers. In 1998 he joined Dillistone management role. Alex started at Dillistone in 1999 in a training/consultancy position prior to becoming the UK and then Global Projects Manager, being ultimately responsible for the implementation of all project manager, and the following year became the Global Projects Manager, tasked with restructuring all implementations and data migrations procedures and operations. In 2003 Rory became Operations Director of Dillistone Systems Limited and a member of the Board. new and existing clients. Alex joined the Board of Dillistone Systems Limited in January 2005 and the Group Board in February 2006. Alex is the Product Development Director for Dillistone Systems; departments under his responsibility are software development and technical integration. Alistair Milne, aged 38 Director of Support Services Alistair started his career at Richmond Theatre in 1994, working in both the marketing department and box office. In 1997 he joined The Football Association, initially in a ticketing administration role, before progressing to a management role. Alistair then began working at the Shaw Theatre as Box Office Manager. He joined Dillistone Systems in 2003. He was initially appointed to the UK and then Global Support Manager role with responsibility for all aspects of support services. He was promoted to the Dillistone Systems Limited Board in 2006 and joined the Group Board in January 2011. Alistair is the Director of Support Services; he oversees all Dillistone IT infrastructure and support services globally. Julie Pomeroy, aged 58 Finance Director Giles Fearnley, aged 59 Non-Executive Director Julie is an experienced finance director of quoted and private companies. She graduated with an honours degree in Physics from Birmingham University and is a Chartered Accountant and Chartered Director. She also holds tax and treasury qualifications. Julie was group finance director of Carter & Carter Group plc until October 2005 having joined in 2002 to help grow and float the business. She had previously been chief financial officer of Weston Medical Group plc and prior to this Julie worked at East Midlands Electricity plc as director of corporate finance. She was finance director of AIM quoted Biofutures International plc until July 2010. Julie is also a non-executive director of Nottingham University Hospitals NHS Trust. A career in the passenger transport industry saw Giles lead an MBO in 1991, forming Blazefield Holdings Limited, a business operating bus networks principally across Yorkshire and Lancashire. This company was sold to Transdev in 2006. In 1997 he was appointed chief executive of Prism Rail PLC, having been one of that company’s founders, and held that position until its sale to National Express in 2000. Prism Rail operated four of the UK’s passenger rail franchises with a turnover of £500 million per annum. Giles is currently managing director – Bus, UK and Ireland for First Group Plc. Giles served as chairman of the Association of Train Operating Companies in 1999/2000 and as chairman of The Confederation of Passenger Transport UK. Dillistone Group Plc Annual Report and Accounts 2013Strategic ReportGovernanceFinancial Statementswww.dillistonegroup.com 18 Directors’ Report The Directors present their report and financial statements for the year ended 31 December 2013. Results and dividends The consolidated statement of comprehensive income for the year is set out on page 20. An interim dividend of 1.2p per share was paid in June 2013. A final dividend of 2.6p per share will be paid, subject to shareholder approval, on 25 June 2013. Directors The following Directors have held office since 1 January 2013 other than where stated: M D Love – Non-Executive Chairman J S Starr R Howard A D James J P Pomeroy G R Fearnley – Non-Executive Director A Milne The interests of the Directors (including family interests) in the share capital of the Company are listed on page 15. Mike Love, Rory Howard and Alistair Milne are proposed for re-election at the forthcoming AGM. Rory Howard and Alistair Milne have a service contract with a one year notice period. Principal shareholders As at the 22 April 2014 the Directors have been notified of the following shareholdings in excess of 3% of the Company’s issued share capital: Ordinary shares of 5 pence each J S Starr R Howard J McLaughlin Herald Investment Management Unicorn Asset Management CFS Independent R Howells 3,554,433 3,300,000 2,572,122 1,767,444 900,043 870,889 650,000 Percentage 19.52% 18.13% 14.13% 9.71% 4.94% 4.78% 3.57% Directors’ and officers’ insurance The Group maintains insurance cover for all Directors and officers of Group companies against liabilities which may be incurred by them while acting as Directors and officers. Annual General Meeting The Company’s Annual General Meeting will be held at Voyager Software Limited, 12 Cedarwood Crockford Lane Chineham Park Basingstoke RG24 8WD on 11 June 2014 at 10:30 am. The Notice convening the Annual General Meeting and an explanation of the business to be put to the meeting is contained in the separate document to shareholders which accompanies this report. Auditors Grant Thornton UK LLP was appointed as auditor for the year ended 31 December 2013 and a resolution proposing their re-appointment as auditors to the Company will be put to the forthcoming Annual General Meeting. Directors’ responsibilities The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs). Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs and profit or loss of the Company and Group for that period. In preparing these financial statements, the Directors are required to: • select suitable accounting policies and then apply them consistently; • make judgements and accounting estimates that are reasonable and prudent; • state whether applicable IFRSs have been followed, subject to any material departures disclosed and explained in the financial statements; and • prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. The Directors confirm that so far as each Director is aware: • there is no relevant audit information of which the Company’s auditors are unaware; and • the Directors have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditors are aware of that information. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. On behalf of the Board J P Pomeroy Company Secretary 28 April 2014 Dillistone Group Plc Annual Report and Accounts 2013 Independent Auditor’s Report To the Members of Dillistone Group Plc for the year ended 31 December 2013 19 Opinion on other matter prescribed by the Companies Act 2006 In our opinion the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements. Matters on which we are required to report by exception We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: • adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or • the parent company financial statements are not in agreement with the accounting records and returns; or • certain disclosures of directors’ remuneration specified by law are not made; or • we have not received all the information and explanations we require for our audit. Paul Etherington BSc FCA CF Senior Statutory Auditor for and on behalf of Grant Thornton UK LLP Statutory Auditor, Chartered Accountants London 28 April 2014 Independent auditor’s report to the members of Dillistone Group Plc We have audited the financial statements of Dillistone Group Plc for the year ended 31 December 2013 which comprise the consolidated statement of comprehensive income, the consolidated and parent company statements of changes in equity, the consolidated and parent company statement of financial position, the consolidated and parent company statements of cash flow and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union and, as regards the parent company financial statements, as applied in accordance with the provisions of the Companies Act 2006. This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective responsibilities of Directors and auditor As explained more fully in the Directors’ Responsibilities Statement, set out on page 18, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s (APB’s) Ethical Standards for Auditors. Scope of the audit of the financial statements A description of the scope of an audit of financial statements is provided on the APB’s website at www.frc.org.uk/apb/scope/private.cfm. Opinion on financial statements In our opinion: • the financial statements give a true and fair view of the state of the Group’s and of the parent company’s affairs as at 31 December 2013 and of the Group’s profit for the year then ended; • the Group financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union; • the parent company financial statements have been properly prepared in accordance with IFRSs as adopted by the European Union and as applied in accordance with the provisions of the Companies Act 2006; and • the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 20 Consolidated Statement of Comprehensive Income For the year ended 31 December 2013 Revenue Cost of sales Gross profit Administrative expenses Profit from operating activities Adjusted operating profit before acquisition related items Acquisition related items* Operating profit Financial income Finance cost Profit before tax Tax expense Profit for the year Other comprehensive income net of tax: Items that will be reclassified subsequently to profit and loss Currency translation differences Total comprehensive income for the year net of tax Earnings per share – from continuing activities Basic Diluted * see accounts note 2 & 5. The notes on pages 26 to 48 are an integral part of these consolidated financial statements. Note 3 6 8 5 9 10 10 2013 £’000 8,101 (957) 7,144 (5,561) 1,583 1,793 (210) 1,583 8 (68) 1,523 (292) 1,231 (16) 1,215 6.76p 6.51p 2012 £’000 7,052 (864) 6,188 (4,675) 1,513 1,671 (158) 1,513 13 (13) 1,513 (278) 1,235 (11) 1,224 6.79p 6.76p Dillistone Group Plc Annual Report and Accounts 2013 Consolidated Statement of Changes in Equity For the year ended 31 December 2013 21 Balance at 31 December 2011 Comprehensive income Profit for the year ended 31 Dec 2012 Other comprehensive income Exchange differences on translation of overseas operations Total comprehensive income Transactions with owners Share option charge Dividends paid Total transactions with owners Balance at 31 December 2012 Comprehensive income Profit for the year ended 31 Dec 2013 Other comprehensive income Exchange differences on translation of overseas operations Total comprehensive income Transactions with owners Issue of share capital Share option charges Dividends paid Total transactions with owners Share capital £’000 910 Share premium £’000 451 Merger reserve £’000 365 – – – – – – – – – – – – – – – – – – Retained earnings £’000 1,934 1,235 – 1,235 2 (643) (641) 910 451 365 2,528 – – – 4 – – 4 – – – 47 – – 47 – – – – – – – 1,231 – 1,231 – – (683) (683) Share option £’000 24 – – – 44 – 44 68 – – – – 53 – 53 Foreign exchange £’000 163 – (11) (11) – – – Total £’000 3,847 1,235 (11) 1,224 46 (643) (597) 152 4,474 – 1,231 (16) (16) – – – – (16) 1,215 51 53 (683) (579) Balance at 31 December 2013 914 498 365 3,076 121 136 5,110 The notes on pages 26 to 48 are an integral part of these consolidated financial statements. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 22 Company Statement of Changes in Equity For the year ended 31 December 2013 Balance at 31 December 2011 Comprehensive income Total comprehensive income for the year ended 31 December 2012 Transactions with owners Share option charge Dividends paid Total transactions with owners Balance at 31 December 2012 Comprehensive income Total comprehensive income for the year ended 31 December 2013 Transactions with owners Issue of share capital Share option charge Dividends paid Total transactions with owners Balance at 31 December 2013 Share capital £’000 910 Share premium £’000 451 Merger reserve £’000 365 Retained earnings £’000 975 Share option £’000 24 – – – – – – – – – – – – 808 2 (643) (641) 910 451 365 1,142 – 4 – – 4 – 47 – – 47 – – – – – 715 – – (683) (683) – 44 – 44 68 – – 53 – 53 Total £’000 2,725 808 46 (643) (597) 2,936 715 51 53 (683) (579) 914 498 365 1,174 121 3,072 The notes on pages 26 to 48 are an integral part of these consolidated financial statements. Dillistone Group Plc Annual Report and Accounts 2013 Consolidated and Company Statement of Financial Position As at 31 December 2013 23 ASSETS Non-current assets Goodwill Intangible assets Property, plant and equipment Investments Current assets Inventories Trade and other receivables Cash and cash equivalents Total assets EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital Share premium Merger reserve Retained earnings Share option reserve Translation reserve Total equity Liabilities Non-current liabilities Trade and other payables Deferred tax liability Current liabilities Trade and other payables Current tax payable Total liabilities Total liabilities and equity Group 2013 £’000 Company 2012 £’000 2013 £’000 2012 £’000 Notes 12 13 14 15 16 17 19 21 18 9 18 2,745 4,833 127 – 7,705 78 1,790 1,399 3,267 10,972 914 498 365 3,076 121 136 5,110 459 901 4,313 189 5,862 10,972 2,490 3,048 124 – 5,662 62 1,715 1,643 3,420 9,082 910 451 365 2,528 68 152 4,474 256 592 3,609 151 4,608 9,082 – – – 5,675 5,675 – 365 78 443 – – – 4,111 4,111 – 28 11 39 6,118 4,150 914 498 365 1,174 121 – 3,072 459 – 2,587 – 3,046 6,118 910 451 365 1,142 68 – 2,936 256 – 958 – 1,214 4,150 The notes on pages 26 to 48 are an integral part of these consolidated financial statements. The financial statements were approved by the Board of Directors and authorised for issue on 28 April 2014. They were signed on its behalf by J S Starr Director Company Registration No. 4578125 Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 24 Consolidated Cash Flow Statement For the year ended 31 December 2013 Operating activities Profit before tax Less taxation paid Adjustment for: Financial income Financial cost Depreciation and amortisation Share option expense Foreign exchange adjustments arising from operations Operating cash flows before movement in working capital Increase in receivables Increase in inventories Increase/(decrease) in payables Net cash generated from operating activities Investing activities Interest received Purchases of property, plant and equipment Investment in development costs Acquisition of subsidiaries net of cash acquired Deferred consideration paid Net cash used in investing activities Financing activities Proceeds from issue of share capital Dividends paid Net cash used by financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Effect of foreign exchange rate changes Cash and cash equivalents at end of year The notes on pages 26 to 48 are an integral part of these consolidated financial statements. 2013 £’000 1,523 (273) (8) 68 621 53 14 1,998 (120) (15) 259 2,122 7 (83) (747) (715) (185) (1,723) 51 (683) (632) (233) 1,643 (11) 1,399 2012 £’000 1,513 (250) (13) 13 553 47 9 1,872 (4) (51) (149) 1,668 13 (69) (803) (98) – (957) – (643) (643) 68 1,617 (42) 1,643 Dillistone Group Plc Annual Report and Accounts 2013 Company Cash Flow Statement As at 31 December 2013 25 Operating activities Profit before tax Less taxation paid Adjustment for share option expense Operating cash flows before movements in working capital (Increase)/decrease in receivables Increase/(decrease) in payables Net cash generated from operating activities Investing activities Investment in acquisitions Deferred consideration paid Net cash used in investing activities Financing activities Dividends paid Monies from share issue Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year The notes on pages 26 to 48 are an integral part of these consolidated financial statements. 2013 £’000 783 – 53 836 (334) 1,214 1,716 (832) (185) (1,017) (683) 51 (632) 67 11 78 2012 £’000 808 – 46 854 11 (126) 739 (98) – (98) (643) – (643) (2) 13 11 Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 26 Notes to the Financial Statements For the year ended 31 December 2013 Dillistone Group Plc (the ‘Company’) is a company incorporated in England and Wales. The financial statements are presented in thousand Pounds Sterling. The Group financial statements consolidate those of the Company and its subsidiaries (together referred to as the ‘Group’). The parent company financial statements present information about the Company as a separate entity and not about its Group. Both the Group financial statements and the Company financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards (‘IFRS’) as adopted by the European Union (‘EU’), IFRIC Interpretations and the Companies Act 2006 applicable to companies reporting under IFRS. In publishing the Company financial statements here together with the Group financial statements, the Company has taken advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes in these financial statements. 1. Accounting policies 1.1 Basis of accounting The consolidated financial statements have been prepared using the significant accounting policies and measurement bases summarised below: Significant estimates In the application of the Group’s accounting policies the Directors are required to make estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The key areas are summarised below: Valuation of share based payments The estimation of share based payment costs requires the selection of an appropriate valuation model and consideration as to the inputs necessary for the valuation model chosen. The Group has made estimates as to the volatility of its own shares, the probable life of options granted, leaver rates and the time of exercise of those options. The model used by the Group is a Black-Scholes valuation model. Further details are shown in note 21. Impairment of goodwill and other intangible assets There are a number of assumptions management have considered in performing impairment reviews of goodwill and intangible assets which include an estimate of the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value. See note 12. Business combinations On initial recognition, the assets and liabilities of the acquired business are included in the consolidated statement of financial position at their fair values. In measuring fair value, management uses estimates about future cash flows and discount rates. However, actual results may vary. Details of acquired assets and liabilities are given in note 22. Contingent consideration Where contingent consideration is payable in cash and discounting would have a material effect, management uses an appropriate discount rate. As the contingent consideration is dependent upon future trading performance, an estimate of the present value of the likely consideration payable is made. Judgements in applying the Group’s accounting policies In the process of applying the Group’s accounting policies, management make various judgements that can significantly affect the amounts recognised in the financial statements. The critical judgements are considered to be the following: Customers’ practical acceptance of licence software As detailed in note 1.4, perpetual licence fee revenues are recognised on practical acceptance of the software. The Group uses the ‘live’ date as the basis of determining the timing of customer practical acceptance, thereby reducing the judgement required to ascertain the timing of licence revenue recognition. Capitalisation of internal development expenditure Management exercises judgement in establishing both the technical feasibility of completing an intangible asset which can be used internally or sold and the degree of certainty that a market exists for the asset, or its output, for the generation of future economic benefits. In addition, amortisation rates are based on estimates of the useful economic lives and residual values of the assets involved. The assessment of these useful economic lives is made by projecting the economic lifecycle of the asset which is subject to alteration as a result of product development and innovation. Amortisation rates are changed where economic lives are re-assessed and technically obsolete items written off where necessary. Dillistone Group Plc Annual Report and Accounts 2013 27 1. Accounting policies continued Valuation of assets and liabilities Management has made a number of assumptions with regards to the models used to value assets and liabilities at the statement of financial position date. Valuation techniques commonly used by market practitioners are applied. In respect of the provision for bad and doubtful receivables and credit note provisions, management has made relevant judgements based on discussions with the account managers as regards the recoverability of trade receivables. Valuation of separately identifiable intangible assets As detailed in note 1.6, separately identifiable intangible assets are identified and amortised over a defined period. The Directors use an acknowledged approach but this is reliant upon certain judgements which they determine are reasonable by reference to companies in similar industries. The accounting policies set out below have, unless otherwise stated, been applied consistently by the Group to all periods presented in these financial statements. 1.2 Going concern The Group’s business activities and financial position, together with the factors likely to affect its future development, performance and position, are set out in the CEO’s Review and Financial Review on pages 6 to 11. In addition, note 23 to the financial statements includes the Company’s objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments; and its exposures to credit risk and liquidity risk. The Group has considerable financial resources together with well established relationships with a number of customers and suppliers across different geographic areas. As a consequence, the Directors believe that the Company is well placed to manage its business risks successfully despite the current uncertain economic outlook. The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. 1.3 Basis of consolidation The Group financial statements consolidate those of Dillistone Group Plc and of its subsidiary undertakings at the statement of financial position date. Subsidiary undertakings are entities over which the Group has the power to govern the financial and operating policies so as to obtain benefits from the activities, which is considered to represent control. The Group obtains and exercises control through voting rights. There are no associates or joint ventures to be considered. Intra-group balances, and any unrealised gains and losses or income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements. Acquisitions of subsidiaries are dealt with by the acquisition method. 1.4 Revenue General Revenue is the fair value of the total amount receivable by the Group for supplies of products and services which are provided in the normal course of business. VAT or similar local taxes and trade discounts are excluded. Licensing (excluding SaaS) The Group licenses software under licence agreements. Perpetual licence fee revenues are recognised on practical acceptance of the software, when all obligations have been substantially completed. This is when the customer has accepted the product, the risks and rewards of ownership have been transferred, it is probable that the economic benefits of the transaction will flow to the Group, all costs and revenue in relation to the transaction can reliably be measured and the Group has no further managerial involvement over the goods to the degree usually associated with ownership. To the extent that payments have been received in advance for licences, where practical acceptance has not yet been reached, these amounts are recognised as deferred income. Professional services The Group provides professional services which include installation, consulting, data translation and training. Such revenues are recognised as the services are completed or, where they are part of the sale and installation of software, they are typically recognised when the obligations under the contract are complete. To the extent that payments have been received in advance for such services these amounts are recognised as deferred income. Product support, hosting and software as a service (SaaS) Revenues from support, hosting or SaaS agreements are recognised over the period to which they relate but only after practical acceptance of the software, as defined above, has been received. Where revenue is invoiced in advance for such services, the amount in advance is included in deferred revenue and released over the period to which the service relates. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 28 Notes to the Financial Statements continued For the year ended 31 December 2013 1. Accounting policies continued Third party revenues The Group sells software developed by other organisations together with services that are bought in from third parties. Sales of third party software are recognised in the period in which the sale occurs. Services are recognised in the period in which they are provided. 1.5 Share based payments The Company operates two share based payment schemes and one cash based scheme. The first is an equity settled share based compensation plan (share options) for remuneration of its employees. It can also be used in conjunction with a long term incentive plan for executives. All employee services received in exchange for the grant of any share based compensation are measured at their fair values. These are indirectly determined by reference to the share option awarded. Their value is appraised at the grant date and excludes the impact of any non-market vesting conditions (e.g. profitability or sales growth targets). All equity-settled share based compensation is ultimately recognised as an expense in the profit or loss with a corresponding credit to share based payment reserve, net of deferred tax where applicable. If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of shares options expected to vest. Non market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. No adjustment to expenses recognised in prior periods is made if fewer share options ultimately are exercised than originally estimated. Upon exercise of share options, the proceeds received, net of any directly attributable transaction costs, up to the nominal value of the shares issued are reallocated to share capital with any excess being recorded as additional share premium. The second scheme is a cash settled share based compensation plan for Directors. Under this scheme, Directors are granted ‘phantom’ options which have performance conditions related to the growth in earnings per share of the Group. The options will automatically be exercised following the publication of the Annual Report of the Company, three years after the grant. These phantom options are revalued at each half year end using a Black Scholes model and the necessary movement in the liability is recognised through the income statement. The liability is included in non-current liabilities. The Directors agreed to waive their rights under the plan maturing in 2014 and replace it with a capped cash bonus scheme with the similar performance conditions and which matures in the same time-frame. Where there is a modification to a cash settled scheme, the change in fair value between the current and previous scheme is immediately recognised in the consolidated comprehensive statement of income. The LTIP awards granted in 2013 were based on a capped cash bonus with performance conditions related to the growth in earnings per share of the Group. These awards automatically mature following the publication of the Annual Report of the Company, three years after the period to which the grant relates. The liability is accrued and recognised through the income statement. 1.6 Business combinations The Group applies the acquisition method in accounting for business combinations. The consideration transferred by the Group to obtain control of a subsidiary is calculated as the sum of the acquisition-date fair values of assets transferred, liabilities incurred and the equity interests issued by the Group, which includes the fair value of any asset or liability arising from a contingent consideration arrangement. Acquisition costs are expensed as incurred. The Group recognises identifiable assets acquired and liabilities assumed in a business combination regardless of whether they have been previously recognised in the acquiree’s financial statements prior to the acquisition. Assets acquired and liabilities assumed are generally measured at their acquisition-date fair values. Goodwill is stated after separate recognition of identifiable intangible assets. It is calculated as the excess of the sum of a) fair value of consideration transferred, b) the recognised amount of any non-controlling interest in the acquiree and c) acquisition-date fair value of any existing equity interest in the acquiree, over the acquisition-date fair values of identifiable net assets. If the fair values of identifiable net assets exceed the sum calculated above, the excess amount (i.e. gain on a bargain purchase) is recognised in profit or loss immediately. Where contingent consideration relates to the results spread over different accounting periods, the fair value of such consideration is recalculated at each year end and any adjustment is recognised in profit or loss immediately. 1.7 Adjusted operating profit Adjusted operating profit excludes acquisition costs and related intangible amortisation and movements in deferred consideration and other one off costs which can include, as an example, buying out onerous contracts acquired through an acquisition. Dillistone Group Plc Annual Report and Accounts 2013 29 1. Accounting policies continued 1.8 Impairment testing of goodwill, other intangible assets and property, plant and equipment For impairment assessment purposes, assets are grouped at the lowest levels for which there are largely independent cash inflows (cash generating units). As a result, some assets are tested individually for impairment and some are tested at cash generating unit level. Goodwill is allocated to those cash generating units that are expected to benefit from synergies of the related business combination and represent the lowest level within the Group at which management monitors goodwill. Cash generating units to which goodwill has been allocated (determined by the Group’s management as equivalent to its operating segments) are tested for impairment at least annually. All other individual assets or cash generating units are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s or cash generating unit’s carrying amount exceeds its recoverable amount, which is the higher of fair value less costs to sell and value-in-use. To determine the value-in-use, management estimates expected future cash flows from each cash generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. The data used for impairment testing procedures are directly linked to the Group’s latest approved budget, adjusted as necessary to exclude the effects of future reorganisations and asset enhancements. Discount factors are determined individually for each cash generating unit and reflect management’s assessment of respective risk profiles, such as market and asset-specific risks factors. Impairment losses for cash generating units reduce first the carrying amount of any goodwill allocated to that cash generating unit. Any remaining impairment loss is charged pro rata to the other assets in the cash generating unit. With the exception of goodwill, all assets are subsequently reassessed for indications that an impairment loss previously recognised may no longer exist. An impairment charge is reversed if the cash generating unit’s recoverable amount exceeds its carrying amount. 1.9 Segment reporting Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision- maker. The chief operating decision-maker, who is responsible for allocating resources and assessing performance of the operating segments, has been identified as the Board of Directors. 1.10 Intangible assets Internal development costs Costs incurred on product development relating to the design and development of new or enhanced products are capitalised as intangible assets when it is reasonably certain that the development will provide economic benefits, considering its commercial and technological feasibility and the resources available for the completion and marketing of the development, and where the costs can be measured reliably. The expenditures capitalised are the direct labour and subcontracted costs, which are managed and controlled centrally. Product development costs previously recognised as an expense are not recognised as an asset in a subsequent period. Capitalised product development expenditure for versions of the Group’s FileFinder product (up to version 9) and for expenditure on subsequent enhancements and releases to FileFinder 10 is amortised over its useful life of three years, commencing a year following the costs being incurred. Maintenance costs are expensed. Capitalised product development expenditure for the Company’s FileFinder version 10 and Voyager Infinity platform is amortised over its useful life of 10 years or to 30 June 2021, whichever is the shorter period, commencing in the year in which the product is first brought into use. Capitalised product development expenditure is subject to regular impairment reviews and is stated at cost less any accumulated impairment losses and amortisation. Any impairment taken during the year is shown under administrative expenses on the consolidated statement of comprehensive income. Acquired as part of a business combination In accordance with IFRS 3 Business Combinations, an intangible asset acquired in a business combination is deemed to have a cost to the Group of its fair value at the acquisition date. The fair value of the intangible asset reflects market expectations about the probability that the future economic benefits embodied in the asset will flow to the Group. Where an intangible asset might be separable, but only together with a related tangible or intangible asset, the Group of assets is recognised as a single asset separately from goodwill where the individual fair values of the assets in the Group are not reliably measurable. Where the individual fair values of the complementary assets are reliably measurable, the Group recognises them as a single asset provided the individual assets have similar useful lives. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 30 Notes to the Financial Statements continued For the year ended 31 December 2013 1. Accounting policies continued Subsequent to initial recognition, intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses. Amortisation is provided to write off the cost of each intangible asset over its useful economic life as follows: Intangible assets Brand Developed technology Contractual customer relationships Non-contractual customer relationships Estimated life 15 years 6–11.25 years 1.25 years 10–10.25 years 1.11 Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation. Depreciation on these assets is provided at rates estimated to write off the cost, less estimated residual value, of each asset over its expected useful life as follows: Leasehold land and buildings Office and computer equipment Fixtures, fittings and equipment the lower of 5 years or the remaining lease period 3–5 years straight line 4 years straight line 1.12 Financial assets The Group classifies its financial assets under the definitions provided in International Accounting Standard 39 (IAS 39) Financial Instruments: Recognition and measurement, depending on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition. Management considers that the Group’s financial assets fall under the ‘loans and receivables’ category. Loans and receivables are non-derivative financial assets with fixed or determined payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the statement of financial position date, which are classified as non-current assets. The Group’s loans and receivables comprise trade receivables, intercompany trading balances (in relation to Company accounts), and cash and cash equivalents. Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest rate method, less any provision for impairment. Receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty may default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups. The impairment loss estimate is then based on recent historical counterparty default rates and current economic conditions. Derecognition of financial assets occurs when the rights to receive cash flows from the investments expire or are transferred and substantially all of the risks and rewards of ownership have been transferred. An assessment for impairment is undertaken at least at each statement of financial position date whether or not there is objective evidence that a financial asset or a group of financial assets is impaired. 1.13 Financial liabilities The Group classifies its financial liabilities under the definitions provided in IAS 39, either as financial liabilities at fair value through profit or loss, or financial liabilities measured at amortised cost. Management considers that the Group’s financial liabilities fall under the ‘financial liabilities measured at amortised cost’ category other than contingent consideration which is measured at fair value. The Group’s ‘financial liabilities measured at amortised cost’ comprise trade payables, intercompany trading balances (in relation to Company accounts), and accruals. Trade and other payables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method. 1.14 Investments Investments in subsidiary companies are included at cost in the accounts of the Company less any amount written off in respect of any impairment in value. 1.15 Leases Finance leases are recognised as being those that transfer substantially all the risks and rewards of ownership. Assets held under finance leases are capitalised and the outstanding future lease obligations are shown in payables at the present value of the lease payments. They are depreciated over the term of the lease or their useful economic lives, whichever is the shorter. The interest element (finance charge) of lease payments is charged to profit or loss over the period of the lease. All other leases are regarded as operating leases and the payments made under them are charged to profit or loss in the period in which they are incurred. The Group does not act as a lessor. Dillistone Group Plc Annual Report and Accounts 2013 31 1. Accounting policies continued 1.16 Inventories Inventories are stated at the lower of cost and net realisable value. Cost includes all directly attributable expenses. Costs of ordinarily interchangeable items are assigned using the first in, first out cost formula. Net realisable value is the estimated selling price in the ordinary course of business less any applicable selling expenses. 1.17 Cash and cash equivalents Cash and cash equivalents includes cash in hand, deposits held at call with banks and other short-term highly liquid investments with original maturities of three months or less and which are subject to an insignificant risk of changes in value. 1.18 Equity Equity comprises the following: • ‘Share capital’ represents the nominal value of equity shares. • ‘Share premium’ represents the excess over nominal value of the fair value of consideration received for equity shares, net of expenses of the share issue. • ‘Merger reserve’ is used where more than 90% of the shares in a subsidiary are acquired and the consideration includes the issue of new shares by the Company, thereby attracting merger relief under the Companies Act 2006. • ‘Share option reserve’ represents equity-settled share based employee and non-employee remuneration until such share options are exercised. • ‘Retained earnings’ represents retained profits and losses. • ‘Translation reserve’ represents translation differences arising on the consolidation of investments in overseas subsidiaries. 1.19 Foreign currency translation The consolidated financial statements are presented in Sterling, which is also the functional currency of the parent company. Monetary assets and liabilities denominated in foreign currencies are translated into Sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are recorded at the rate ruling at the date of the transaction. All differences are taken to profit and loss. On consolidation, the assets and liabilities of the Group’s overseas subsidiaries are translated from their functional currency to Sterling at exchange rates prevailing on the statement of financial position date. Income and expenses have been translated from their functional currency into Sterling at the average rate for each month over the reporting period. Exchange differences are charged/credited to other comprehensive income and recognised in the currency translation reserve in equity. 1.20 Income taxes Current income tax assets and liabilities comprise those obligations to fiscal authorities in the countries in which the Group carries out its operations. They are calculated according to the tax rates and tax laws applicable to the fiscal period and the country to which they relate. Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity. Deferred income taxes are calculated using the liability method on temporary differences. This involves the comparison of the carrying amount of assets and liabilities in the consolidated financial statements with their respective tax bases. However, deferred tax is not provided on the initial recognition of goodwill, or on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future. Deferred tax liabilities are always provided for in full. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which the temporary differences can be utilised. Deferred tax assets and liabilities are calculated at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted at the statement of financial position date. Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity. 1.21 Defined contribution pension scheme The pension costs charged in the financial statements represent the contributions payable by the Group during the year. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 32 Notes to the Financial Statements continued For the year ended 31 December 2013 1. Accounting policies continued 1.22 New accounting standards (i) New and amended standards adopted by the Group: The following new standards and amendments to standards are mandatory for the first time for the Group for financial year beginning 1 January 2013. Except as noted, the implementation of these standards is not expected to have a material effect on the Group. Standard IAS 12 (Amendment): Deferred tax – Recovery of Underlying Assets IAS 19 (Revised): IAS 19 Employee Benefits IFRS 7 (Amendment): Disclosures – Offsetting Financial Assets and Financial Liabilities IFRS 13: Fair Value Measurement IFRS 13 clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It does not affect which items are required to be fair-valued. The scope of IFRS 13 is broad and it applies for both financial and non-financial items for which other IFRSs require or permit fair value measurements or disclosures about fair value measurements except in certain circumstances. IFRS 13 applies prospectively for annual periods beginning on or after 1 January 2013. Its disclosure requirements need not be applied to comparative information in the first year of application. The Group has however included as comparative information the IFRS 13 disclosures that were required previously by IFRS 7 Financial Instruments: Disclosures. The Group has applied IFRS 13 for the first time in the current year (note 24). No other IFRS issued and adopted but not yet effective are expected to have an impact on the Group’s financial statements. (ii) Standards, amendments and interpretations which are effective for reporting periods beginning after the date of these financial statements which have not been adopted early: Standard IFRS 9 IFRS 10 IFRS 11 IFRS 12 IAS 27 IAS 28 IAS 32 Description Financial Instruments Consolidated Financial Statements Joint Arrangements Disclosure of Interests in Other Entities Separate Financial Statements Investments in Associates and Joint Ventures Offsetting Financial Assets and Financial Liabilities Effective date 1 January 2015 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 1 January 2014 2. Reconciliation of adjusted operating profits to consolidated statement of comprehensive income Adjusted operating profits 2013 £’000 Acquisition related items 2013* £’000 Note 8,101 (957) 7,144 (5,351) 1,793 8 – 1,801 (346) 1,455 – – – (210) (210) – (68) (278) 54 (224) Adjusted operating profits 2012 £’000 Acquisition related items and other one off costs 2012* £’000 7,052 (808) 6,244 (4,573) 1,671 13 – 1,684 (373) 1,311 – (56) (56) (102) (158) – (13) (171) 95 (76) 2013 £’000 8,101 (957) 7,144 (5,561) 1,583 8 (68) 1,523 (292) 1,231 2012 £’000 7,052 (864) 6,188 (4,675) 1,513 13 (13) 1,513 (278) 1,235 (16) – (16) (11) – (11) 1,439 (224) 1,215 1,300 (76) 1,224 10 10 7.99p 7.70p 6.76p 6.51p 7.20p 7.18p 6.79p 6.76p Revenue Cost of sales Gross profit Administrative expenses Results from operating activities Financial income Financial cost Profit before tax Tax expense Profit for the year Other comprehensive income net of tax: Currency translation differences Total comprehensive income for the year net of tax Earnings per share – from continuing activities Basic Diluted * see accounts note 5. Dillistone Group Plc Annual Report and Accounts 2013 3. Segment reporting The Board principally monitors the Group’s operations in terms of results of the two divisions, Dillistone Systems and Voyager Software. Segment results reflect management charges made or received. Intercompany balances are excluded from segment assets and liabilities. 33 Divisional segments For the year ended 31 December 2013 Recurring income Non-recurring income Third party revenues Segment revenue Segment EBITDA Depreciation and amortisation expense Segment result Acquisition related amortisation Acquisition related charges Operating profit/(loss) Financial income Acquisition related interest expenses Income tax expense Profit after tax Additions of non-current assets Segment assets Intangibles and goodwill Total Segment liabilities For the year ended 31 December 2012 Recurring income Non-recurring income Third party revenues Segment revenue Segment EBITDA Depreciation and amortisation expense Segment result Acquisition related amortisation Acquisition related charges Operating profit Financial income Acquisition related interest expenses Income tax expense Profit after tax Additions of non-current assets Segment assets Intangibles and goodwill Total Segment liabilities Inter- divisional Revenue £’000 – (24) – (24) Dillistone £’000 3,248 1,675 – 4,923 2,013 (358) 1,655 – – 1,655 7 Voyager £’000 2,023 777 402 3,202 598 (91) 507 – – 507 1 Central £’000 – – – – (369) – (369) (172) (38) (579) – (68) Total £’000 5,271 2,428 402 8,101 2,242 (449) 1,793 (172) (38) 1,583 8 (68) (292) 1,231 546 2,341 1,870 4,211 284 971 691 1,662 – 830 82 5,017 5,099 3,394 7,578 10,972 2,959 1,009 1,894 5,862 Dillistone £’000 3,144 1,522 – 4,666 1,912 (281) 1,631 – – 1,631 12 465 3,181 1,667 4,848 2,961 Voyager £’000 1,385 618 383 2,386 484 (46) 438 – (84) 354 1 407 349 488 837 749 Central £’000 – – – – (398) – (398) (227) 153 (472) – (13) Total £’000 4,529 2,140 383 7,052 1,998 (327) 1,671 (227) 69 1,513 13 (13) (278) 1,235 – 872 14 3,383 3,397 3,544 5,538 9,082 898 4,608 Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 34 Notes to the Financial Statements continued For the year ended 31 December 2013 3. Segment reporting continued Products and services The following table provides an analysis of the Group’s revenue by products and services. Revenue Recurring income Non-recurring income Third party revenues 2013 £’000 5,271 2,428 402 8,101 2012 £’000 4,529 2,140 383 7,052 Recurring income includes all support services, SaaS and hosting income. Non-recurring income includes sales of new licences, and income derived from installing those licences including training, installation, and data translation. Third party revenues arise from the sale of third party software. It is not possible to allocate assets and additions between recurring, non-recurring income and third party revenue. No customer represented more than 10% of revenue of the Group. 4. Geographical analysis The following table provides an analysis of the Group’s revenue by geographic market. The Board does not review the business from a geographical performance viewpoint and this analysis is provided for information only. Revenue UK US Australia Non current assets by geographical location UK US Australia 5. Acquisition related items Estimated change in fair value of contingent consideration (note 22) Payment in respect of onerous contract acquired at acquisition Tax costs relating to options exercised pre-acquisition of Woodcote Amortisation of acquisition intangibles Fees relating to the acquisition of FCP (note 22) Unwinding of discount on contingent consideration 2013 £’000 6,188 1,228 685 8,101 2013 £’000 7,698 5 2 7,705 2013 £’000 (57) – – 172 95 210 68 278 2012 £’000 4,995 1,239 818 7,052 2012 £’000 5,654 4 4 5,662 2012 £’000 (153) 56 28 227 – 158 13 171 Dillistone Group Plc Annual Report and Accounts 2013 6. Profits from operating activities Profits from operating activities is stated after charging: Depreciation Amortisation Loss on foreign exchange transactions Operating lease rentals – land and buildings Money purchase pension contributions Fees receivable by the Group auditors: Audit of financial statements Other services: Audit of accounts of subsidiary of the Company Other services relating to taxation All other services 7. Employees The average number of employees was: Operations Management Employee numbers Their aggregate remuneration comprised: Wages and salaries Social security costs Pension costs Share based payments charged and LTIP 35 2013 £’000 93 528 2 176 97 22 43 34 33 2013 87 7 94 2013 £’000 3,713 410 97 186 4,406 2012 £’000 88 465 3 184 50 21 32 20 – 2012 79 6 85 2012 £’000 3,340 381 50 130 3,901 The aggregate remuneration includes salary cost and Directors’ remuneration totalling £474,000 (2012: £366,000) that have been capitalised in intangible assets. Key management of the Group are the Directors and the directors of Voyager Software. Remuneration of key management was as follows: Wages and salaries and benefits Social security costs Pension costs Share based payments charge and LTIP charge 2013 £’000 699 83 36 164 982 2012 £’000 735 83 8 107 933 Details of Directors’ emoluments, share options and pension entitlements are given in the Report to the Shareholders on Directors’ Remuneration on pages 14 to 15. 8. Financial income Interest receivable Unwinding of discount on contingent consideration 2013 £’000 8 (68) (60) 2012 £’000 13 (13) – Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 36 Notes to the Financial Statements continued For the year ended 31 December 2013 9. Tax expense Current tax Deferred tax Deferred tax re acquisition intangibles Income tax expense for the year Factors affecting the tax charge for the year Profit before tax UK rate of taxation Profit before tax multiplied by the UK rate of taxation Effects of: Overseas tax rates Impact of deferred tax not provided Enhanced R&D relief Disallowed expenses Rate change impact on deferred tax Prior year adjustments Tax expense Deferred tax provided in the financial statements is as follows: Accelerated intangible amortisation Provisions Acquisition intangibles 2013 £’000 308 38 (54) 292 2012 £’000 251 101 (74) 278 1,523 23.25% 354 1,513 24.5% 371 49 (15) (112) 103 (27) (60) 292 67 16 (142) 31 (50) (15) 278 2013 £’000 433 (9) 477 901 Group Movement £’000 39 (1) 271 309 2012 £’000 394 (8) 206 592 Company 2013 £’000 2012 £’000 – – – – – – – – The UK corporation tax rate in the year fell from 24% to 23% giving an effective rate for the year of 23.25%. The tax rate is expected to fall again to 21% in April 2014 and subsequently to 20%. Where deferred tax is provided in relation to the UK it has been provided at 21%. The tax charge is impacted by the higher rates of corporation tax payable in the US and Australia partially offset by the R&D tax credits available to both Dillistone Systems and Voyager Software. The Group has gross tax losses and temporary timing differences of £227,000 (2012: £221,000) for which no deferred tax asset has been recognised. 10. Earnings per share Profit attributable to ordinary shareholders Weighted average number of shares Basic earnings per share Weighted average number of shares after dilution Fully diluted earnings per share 2013 Using adjusted operating profit £’000 2013 £’000 1,455,000 18,211,321 7.99 pence 1,231,000 18,211,321 6.76 pence 18,902,055 7.70 pence 18,902,055 6.51 pence 2012 Using adjusted operating profit £’000 1,311,000 18,201,294 7.20 pence 18,261,915 7.18 pence 2012 £’000 1,235,000 18,201,294 6.79 pence 18,261,915 6.76 pence Reconciliation of basic to diluted average number of shares Weighted average number of shares (basic) Effect of dilutive potential ordinary shares – employee share plans Weighted average number of shares after dilution 2013 2012 18,211,321 690,734 18,201,294 60,621 18,902,055 18,261,915 Dillistone Group Plc Annual Report and Accounts 2013 11. Profit for the financial year As permitted by section 408 of the Companies Act 2006, the parent company’s profit and loss account has not been included in these financial statements. The profit for the financial year for the parent company was £715,000 (2012: £808,000). 37 12. Goodwill Group Cost At 1 January 2012 Additions At 31 December 2012 Additions At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 Goodwill £’000 2,490 – 2,490 255 2,745 2,745 2,490 At the year end date an impairment test has been undertaken by comparing the carrying values of goodwill with the recoverable amount of the cash generating unit (CGU) to which the goodwill has been allocated. The recoverable amount of the cash generating unit is based on value-in-use calculations. These calculations use cash flow projections covering a three year period based on financial budgets and a calculation of the terminal value, for the period following these formal projections. The key assumptions used for value-in-use calculations are those regarding growth rates, increases in costs and discount rates. The discount rate is reviewed annually to take into account the current market assessment of the time value of money and the risks specific to the CGUs and rates used by comparable companies. The pre-tax discount rate used to calculate value-in-use is 12% (2012: 12%). Growth rates for forecasts take into account historic experience and current market trends. Costs are reviewed and increased for inflation and other cost pressures. The long term growth rate used for the terminal value calculation is 2% (2012: 2%) for all CGUs. The allocation of goodwill across the CGUs is as follows: Dillistone UKMEA Dillistone Europe Dillistone Australia Dillistone US Voyager consolidated FCP Opening £’000 290 110 40 54 1,996 – 2,490 Addition £’000 Impairment £’000 – – – – – 255 255 – – – – – – – Closing £’000 290 110 40 54 1,996 255 2,745 Sensitivities To reduce the headroom in the impairment calculation to £nil for the Voyager consolidation goodwill would require a reduction of terminal growth rate to 0% and an increase in the discount rate to 41%. Alternatively, cash flows would need to fall by 75%. For FCP, cash flows would need to reduce by almost 90% to reduce the head room to £nil. No meaningful sensitivity for the Dillistone goodwill reduces the headroom to £nil. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 38 Notes to the Financial Statements continued For the year ended 31 December 2013 13. Intangible assets Group Cost At 1 January 2012 Additions At 31 December 2012 Additions through acquisition at fair value Additions At 31 December 2013 Amortisation At 1 January 2012 Charge for the year At 31 December 2012 Charge for the year At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 Acquisition intangibles can be summarised as follows: Cost At 1 January 2013 Additions Amortisation At 31 December 2013 Development costs £’000 Acquisition intangibles £’000 2,250 803 3,053 15 747 3,815 661 238 899 356 1,255 2,560 2,154 1,178 – 1,178 1,551 – 2,729 57 227 284 172 456 2,273 894 Contractual and non- contractual relationship £’000 Developed technology £’000 271 157 (40) 388 445 1,394 (119) 1,720 Brand £’000 178 – (13) 165 Total £’000 3,428 803 4,231 1,566 747 6,544 718 465 1,183 528 1,711 4,833 3,048 Total £’000 894 1,551 (172) 2,273 Dillistone Group Plc Annual Report and Accounts 2013 39 Land and buildings £’000 Office and computer equipment £’000 Fixtures and fittings £’000 163 – 3 – 166 – – – – 166 163 – 1 – 164 – 1 – 165 1 2 522 (3) 66 (40) 545 (5) 77 11 (25) 603 419 (3) 64 (40) 440 (4) 73 (25) 484 119 105 130 – – – 130 – 6 3 – 139 90 – 23 – 113 – 19 – 132 7 17 Total £’000 815 (3) 69 (40) 841 (5) 83 14 (25) 908 672 (3) 88 (40) 717 (4) 93 (25) 781 127 124 Investments in subsidiaries £’000 4,111 – 4,111 1,564 5,675 Principal activity Holding of ordinary shares Registered 14. Property, plant and equipment Group Cost At 1 January 2012 Currency impact Additions Disposals At 31 December 2012 Currency impact Additions Additions by acquisition Disposals At 31 December 2013 Depreciation At 1 January 2012 Currency impact Charge for the year Eliminated on disposal At 31 December 2012 Currency impact Charge for year Eliminated on disposal At 31 December 2013 Carrying amount At 31 December 2013 At 31 December 2012 15. Non-current asset investments Company Cost At 1 January 2012 Additions At 31 December 2012 Additions At 31 December 2013 The Company has the following subsidiary undertakings: Name Dillistone Systems Limited Dillistone Systems (Australia) Pty Limited Dillistone Systems (US) Inc FCP Internet Limited FCP Internet Holdings Limited Woodcote Software Limited Voyager Software Limited Sale of computer software and related support services Sale of computer software and related support services Sale of computer software and related support services Provision of software services and related consultancy services Intermediate holding company Dormant company Sale of computer software and related support services 100% England & Wales 100% (indirect) 100% Australia USA 100% England & Wales 100% 100% 100% England & Wales England & Wales England & Wales Voyager Software (Australia) Pty Limited Sale of computer software and related support services 100% (indirect) Australia Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 40 Notes to the Financial Statements continued For the year ended 31 December 2013 16. Inventories Licences for resale 17. Trade and other receivables Trade and other receivables Group receivables Other current assets Prepayments and accrued income Group Company 2013 £’000 78 2012 £’000 62 2013 £’000 – Group Company 2013 £’000 1,565 – 61 164 1,790 2012 £’000 1,483 – 36 196 1,715 2013 £’000 – 354 7 4 365 2012 £’000 – 2012 £’000 – 21 4 3 28 The carrying value of trade receivables is considered a reasonable approximation of fair value. All of the receivables have been reviewed for indicators of impairment. The movement in the provision is shown below: 2013 £’000 2012 £’000 At start of year Movement in the year At the year end The ageing profile of trade receivables as at the year end is as follows: Current Past due date: 31–60 days overdue More than 60 days overdue Total 18. Trade and other payables Current liabilities Trade and other payables Group payables Deferred income Accruals Non-current liabilities Contingent consideration Cash settled share based provision 83 7 90 2013 £’000 1,272 121 172 1,565 78 5 83 2012 £’000 1,226 51 206 1,483 2012 £’000 27 518 – 413 958 137 119 256 2012 £’000 223 137 360 Group Company 2013 £’000 612 – 2,475 1,226 4,313 352 107 459 2012 £’000 430 – 2,483 696 3,609 137 119 256 2013 £’000 53 1,623 – 911 2,587 352 107 459 Contingent consideration is included in the trade and other payables and is valued at fair value. The amounts included are as follows: Current liabilities In accruals In non-current liabilities Further details of the contingent consideration is given in note 22. Group Company 2013 £’000 566 352 918 2012 £’000 223 137 360 2013 £’000 566 352 918 Dillistone Group Plc Annual Report and Accounts 2013 19. Share capital Allotted, called up and fully paid Ordinary shares of 5 pence each 41 2013 £’000 914 2012 £’000 910 In November 2013, WH Ireland, the Company’s nomad and broker, exercised a warrant over 69,930 shares at a price of 71.5p. Shares issued and fully paid Beginning of the year Shares issued on exercise of options Shares issued and fully paid 2013 2012 18,205,190 18,196,277 8,913 69,930 18,275,120 18,205,190 20. Operating lease arrangements The Group leases offices under non-cancellable operating lease agreements. At 31 December 2013, the Group had future total commitments under non-cancellable operating leases as follows: Commitments payable: Within one year Between two and five years 2013 £’000 202 154 48 2012 £’000 335 167 168 21. Share options Share based payments There are two share option schemes in operation: an Enterprise Management Incentive Scheme (‘the EMI Scheme’) which complies with the requirements of HMRC and a scheme which has not been approved by HMRC (‘the Unapproved Scheme’). The terms and conditions of both schemes are the same. If the options remain unexercised after a period of 10 years from the date of grant, the options expire. Options are normally forfeited if the employee leaves the Company before the options become available to exercise, which would normally be three years after grant. Performance conditions are associated with the options granted on 29 May 2012. During 2013 the Group made two grants of options. The fair values of the services received in exchange for share based payments were calculated using a Black-Scholes pricing model. The inputs into the model were as follows: Date of grant 8 July 2013 25 Nov 2013 Number granted Share price on issue date Exercise price Expected volatility Vesting period Leaver rate over vesting period Risk-free rate Expected dividend yield 38,000 20,000 79.50p 115.00p 79.50p 115.00p 30% 3.3 years 30% 3.0 years 18% 0% 0.86% 0.86% 3.0% 3.0% There was one grant of options in 2012. The fair values of the services received in exchange for share based payments were calculated using a Black-Scholes pricing model. The inputs into the model were as follows: Date of grant 29 May 2012 Number granted Share price on issue date Exercise price Expected volatility Vesting period Leaver rate over vesting period Risk-free rate Expected dividend yield 220,822 73.00p 73.00p 55% 3.0 years 0% 0.44% 4.5% Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 42 Notes to the Financial Statements continued For the year ended 31 December 2013 21. Share options continued Details of the number of share options and the weighted average exercise price (WAEP) outstanding during the year are as follows: 2013 2012 Outstanding at beginning of year Granted during year Exercised during year Forfeited during year Outstanding at the end of the year Exercisable at the year end * Adjusted for the 2 for 1 bonus issue where appropriate. No of options* 743,355 58,000 – (47,000) 754,355 62,739 WAEP* 74.09 91.74 – 85.49 74.74 59.20 No of options* 552,446 220,822 (8,913) (21,000) 743,355 80,739 WAEP* 74.01 73.00 5.39 89.67 74.09 68.11 No Directors exercised share options during the year. The Company’s mid-market share price on 31 December 2013 was 105.5p. The fair value of all options granted is shown as an employee expense with a corresponding increase in equity. The employee expense is recognised equally over the time from grant until vesting of the option. The employee expense for the year was £53,000 (2012: £47,000). Share options remaining in the schemes are as follows: Scheme type Unapproved EMI Unapproved EMI Unapproved EMI EMI Unapproved EMI Date of grant Exercise from Lapse date 03/05/2006 14/09/2007 14/01/2011 21/09/2011 21/09/2011 29/05/2012 08/07/2013 08/07/2013 25/11/2013 03/05/2009 14/09/2010 14/01/2014 21/09/2014 21/09/2014 29/05/2015 08/07/2016 08/07/2016 25/11/2016 02/05/2016 13/09/2017 13/01/2022 20/09/2022 20/09/2021 28/05/2023 07/07/2023 07/07/2023 24/11/2023 Options remaining Exercise price (p) 26,739 36,000 30,000 363,794 19,000 220,822 31,000 7,000 20,000 754,355 5.38 99.17 58.33 77.00 77.00 73.00 79.50 79.50 115.00 No share options were exercised during the year. In 2012 8,913 shares were exercised at a weighted average share price of 68.5p. The weighted average remaining contractual life of options at 31 December 2013 was 8.5 years (2012: 8.4 years). Cash settled options During 2011 the Board introduced a long term incentive scheme for Directors. The scheme granted phantom options to the participants and these options are cash settled on the vesting date, which will be the date of the publication of the appropriate annual report. The amount payable will be the increase in share price between the date of grant and vesting multiplied by the number of phantom options granted multiplied by the performance factor. The performance factor is based on the percentage rise in the earnings per share over the period. The fair values of the services received in exchange for cash based option payments were calculated using a Black-Scholes pricing model at 31 December 2013. The inputs into the model were as follows: Date of grant 28 April 2011 29 May 2012 Number granted* Share price on issue date* 645,750 384,932 66.67p 73p Exercise price* 66.67p 73p Expected volatility Remaining period to vesting Leaver rate over vesting period 60% 0.33 years 60% 1.33 years 0% 0% Risk-free rate Expected dividend yield 0.3% 0.4% 4.00% 4.00% * Adjusted for the 2 for 1 bonus issue. Dillistone Group Plc Annual Report and Accounts 2013 43 21. Share options continued The phantom options were granted in 2011 pursuant to the Company’s 2011 long term incentive plan (LTIP) with exercise conditions linked to share price growth and growth in earnings per share over a three year period (measured by taking the earnings per share in the 2013 statutory accounts compared to the earnings per share in the 2010 statutory accounts). As the recent rise in the Company’s share price meant that the awards would exceed one-third of salary, in 2014, the Executive Directors waived their right to the excess and the LTIP awards were amended so that the awards took the form of a cash bonus with a maximum pay-out, if all exercise conditions were met in full, of one-third of annual salary (as at the date of award) but with no link to share price. Performance conditions remain in place. The expense charged in respect of the LTIP for the year was £133,000 (2012: £83,000). The total liability carried forward was £252,000 (2012: £119,000) and £145,000 is included in current liabilities and £107,000 in non-current liabilities. Expected volatility takes into account historic volatility of the share price and its current trend. 22. Acquisitions On 8 July 2013, the Group acquired the entire share capital of FCP Internet Holdings Limited (‘Holdings’) and its wholly owned subsidiary FCP Internet Limited (‘FCP’) for an estimated consideration before fees of £1,565,000, which was satisfied as detailed below. This was part of the Group’s strategy to broaden our offering to the recruitment sector. Holdings is a non-trading holding company. FCP (www.evolvedb.co.uk), sells its evolve™ product to its target market of recruitment agencies. This product, which is wholly delivered through a SaaS model, is designed to facilitate the filling of temporary or permanent vacancies and is used by hundreds of users around the World. FCP operates in the same market sector as the Group’s Voyager Software business and is UK based. It forms part of the Voyager Software division. The details of the business combination are as follows: Book value £’000 Fair value adjustments £’000 Fair value intangibles adjustments £’000 33 82 35 117 267 (93) – 174 (20) (67) (1) – (88) (1) – (89) Assets Non-current assets Property, plant and equipment Intangible assets Current assets Trade and other receivables Cash and cash equivalents Total assets Liabilities Trade and other payables Deferred tax liability Net assets acquired Goodwill Satisfied by Cash consideration Cash consideration in relation to surplus working capital Contingent consideration Fair value of consideration transferred Amount settled in cash consideration in period Cash and cash equivalents acquired Net cash outflow on acquisition Acquisition costs charged to expenses Net cash paid relating to acquisition Fair value £’000 13 1,566 34 117 – 1,551 – – 1,551 1,730 – (326) 1,225 (94) (326) 1,310 255 1,565 750 82 733 1,565 832 (117) 715 95 810 Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 44 Notes to the Financial Statements continued For the year ended 31 December 2013 22. Acquisitions continued The total consideration of £1,565,000 net of cash acquired of £117,000 was £1,448,000 before fees. The fair value adjustment of £89,000 relates mainly to the writing down of intangible assets and property, plant and equipment to their fair value, adopting more closely the accounting policies adopted by the Group. Fees of £95,000 were expensed and included in acquisition related costs. In addition, following a detailed review of the fair value of assets and liabilities acquired, in accordance with IFRS 3 Business Combinations the Group has recognised two intangible assets totalling £1,551,000 made up as follows: Intangible assets Developed technology Customer relationships £’000 Estimated life 6 years 10 years 157 1,394 1,551 Goodwill of £255,000 represents the excess of the purchase price over the fair value of the net tangible and intangible assets acquired. The goodwill arising on the acquisition consists largely of the workforce value, synergies and economies of scale expected from combining the operating with Dillistone Group companies. As part of the acquisition, the Group agreed to pay additional consideration based on surplus working capital retained in the business at completion. Following a completion accounts verification process, an amount of £82,000 was agreed to be paid to the vendors and this was paid in the year. In addition, the vendors are entitled to contingent consideration as follows: • £50,000 – provided that certain revenues in January 2014 exceeded those in January 2013. • Up to 60% of recurring revenues in the nine month period to 31 March 2014. The percentage varies depending on the level of recurring revenues. • Up to 50% of recurring revenues in the nine month period to 31 December 2014. The percentage varies depending on the level of recurring revenues. • Up to 50% of recurring revenues in the three month period to 31 March 2015. The percentage varies depending on the level of recurring revenues. The contingent consideration has been calculated based on the information available at the year end and not solely based on the information at the time of the acquisition. The deferred consideration as at acquisition has been discounted at an annual rate of 16.99% with a resulting charge in the 2013 accounts of £58,000. The value of the deferred contingent consideration at 31 December 2013 was £790,000. The maximum deferred consideration payable is £1,200,000. From the date of acquisition to 31 December 2013, the acquired companies contributed £472,000 to revenue and £55,000 to profit before taxation. In the last financial year, being the year ended 31 October 2012, the acquired companies made a profit before taxation of £171,000 and before an exceptional loss totalling £320,000 relating to a loan write-off to a sister company, NowWeComply Limited, which was sold prior to acquisition. However, due to a change in year end, lack of audited accounts and exceptional write-offs, pro-forma profit or loss of the combined entity for the complete 2013 reporting period cannot readily be determined. Deferred consideration payable in respect of earlier acquisitions As part of the acquisition of Voyager Software, the Group agreed to pay additional contingent consideration. During 2013 it made payments totalling £186,000. The final tranche of the deferred consideration is due to be paid in April 2014 and is derived as follows: • 30% of the revenue of the acquired companies over £2,300,000 in the year ending 31 December 2013. In the 2013 accounts, the amounts payable under the contingent consideration have been reduced by £57,000 based on the revenues for 2012 and on the revenue for 2013. These amounts have been discounted at 4.5% and resulted in a discount charge to the profit and loss account of £11,000. 23. Financial instruments The Group uses various financial instruments; these include cash and bank deposits and various items such as trade receivables and trade payables that arise directly from its operations. The main purpose of these financial instruments is to provide finance for the Group’s operations. The Group’s finance department maintains liquidity, manages relations with the Group’s bankers, identifies and manages foreign exchange risk and controls Group treasury operations. Treasury dealings such as investments and foreign exchange are conducted only to support underlying business transactions. Consequently, the Group does not undertake speculative foreign exchange dealings for which there is no underlying exposure. Dillistone Group Plc Annual Report and Accounts 2013 45 23. Financial instruments continued The Group’s policies for management of the financial risks to which it is exposed are outlined below. (i) Interest rate risk The Group has a limited exposure to interest rate volatility. The Group has no debt and the only interest rate exposure is therefore on the Group’s bank deposits. The Group’s policy is to maintain capital preservation and flexibility rather than to optimise interest rates on bank deposits held. Cash deposits in Sterling and foreign currencies are made at prevailing interest rates. Where rates are fixed, the fixed interest period is generally no more than one month. At the year end, the Group had positive cash balances totalling £1,399,000 (2012: £1,643,000). Had interest rates been 1% higher during the financial year, the impact on profit would have been an increase in profit for the year of £19,000 (2012: increase of £20,000). (ii) Credit risk The Group’s principal financial assets are cash and cash equivalents and trade and other receivables. Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Group’s receivables from customers and monies on deposit with financial institutions. Historically, the cash collection profile has been very good. Debt aging and collections are monitored on a regular basis and for new customers deposits are usually required. Some of the unimpaired trade receivables are past due as at the reporting date. Information on financial assets past due but not impaired are included in note 17. The credit risk on liquid funds is limited because the counterparties are banks with high credit ratings assigned by international credit rating agencies. The Group has no significant concentration of credit risk. The Group’s maximum exposure to credit risk at the reporting date is represented by the carrying value of financial assets, as follows: Group Company Trade and other receivables (current assets) Cash and cash equivalents Total 2013 £’000 1,565 1,399 2,964 2012 £’000 1,483 1,643 3,126 2013 £’000 354 78 432 2012 £’000 21 11 32 (iii) Liquidity risk Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach to managing liquidity is to ensure it has sufficient liquidity to meet its liabilities when due. As at 31 December 2013, the Group and Company’s financial liabilities (being trade and other payables and deferred income and payroll taxes and VAT or similar taxes) have contractual maturities as summarised below: Group 31 December 2013 Trade and other payables (current liabilities) Trade and other payables (non-current liabilities) 31 December 2012 Trade and other payables (current liabilities) Trade and other payables (non-current liabilities) Carrying amount £’000 4,313 459 4,772 Carrying amount £’000 3,609 256 3,865 < 1 year £’000 4,313 – 4,313 < 1 year £’000 3,609 – 3,609 1–2 years £’000 2–5 years £’000 – 424 424 – 35 35 1–2 years £’000 2–5 years £’000 – 233 233 – 23 23 The bank has a fixed and floating charge over the assets of the Group if monies are owed. As at the year-end no amounts were due to the bank. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 46 Notes to the Financial Statements continued For the year ended 31 December 2013 23. Financial instruments continued Company 31 December 2013 Trade and other payables (current liabilities) Trade and other payables (non-current liabilities) 31 December 2012 Trade and other payables (current liabilities) Trade and other payables (non-current liabilities) Carrying amount £’000 2,587 459 3,046 Carrying amount £’000 958 256 1,214 < 1 year £’000 2,587 – 2587 1–2 years £’000 2–5 years £’000 – 424 424 – 35 35 < 1 year £’000 1–2 years £’000 2–5 years £’000 958 – 958 – 233 233 – 23 23 The Directors consider there to be no significant liquidity risks due to the significant cash balances of the Group. (iv) Foreign currency risk The Group is exposed to foreign currency risk on sales and purchases which are denominated in a currency other than Sterling. Exposures to currency exchange rates are primarily denominated in US Dollars ($), Australian Dollars (AUD) and Euros (€). The Group does not use derivatives to hedge translation exposures arising on the consolidation of its overseas operations. At the year end, the Group had assets totalling £1,322,000 and liabilities totalling £518,000 denominated in Euros (2012: assets totalling £1,261,000 and liabilities totalling £508,000), assets totalling £602,000 and liabilities totalling £573,000 denominated in US Dollars (2012: assets totalling £1,120,000 and liabilities totalling £852,000) and assets totalling £353,000 and liabilities totalling £259,000 denominated in Australian Dollars (2012: assets totalling £287,000 and liabilities totalling £250,000). If each of the exchange rates weakened by 5%, the impact on the income statement would as follows: Euros US dollars Australian dollars Group 2013 £’000 2 14 9 25 2012 £’000 4 17 7 28 At the year end, the Company had liabilities totalling £183,000 denominated in Euros (2012: liabilities totalling £267,000), assets totalling £225,000 denominated in US Dollars (2012: liabilities totalling £47,000) and assets totalling £22,000 denominated in Australian Dollars (2012: liabilities totalling £28,000). Capital risk management The Group’s objectives when managing capital are to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Group sets the amount of capital in proportion to risk. The Group manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares, or sell assets. The Group follows a progressive dividend policy. The Company has no debt, and therefore the total capital managed by the Group as at the year end was its total equity balance of £5,110,000 (2012: £4,474,000). Further details in respect of movements in capital are provided in the statement of changes in equity. Dillistone Group Plc Annual Report and Accounts 2013 47 23. Financial instruments continued Summary of financial assets and liabilities by category The carrying amounts of the financial assets and liabilities as recognised at the statement of financial position date of the years under review may also be categorised as follows: Group Company Financial assets Cash and cash equivalents Trade and other receivables Financial liabilities held at amortised cost Trade and other payables Financial liabilities held at fair value Contingent consideration 2013 £’000 1,399 1,790 3,189 3,854 918 4,772 2012 £’000 1,643 1,715 3,358 3,505 360 3,865 2013 £’000 78 365 443 2,128 918 3,046 2012 £’000 11 28 39 854 360 1,214 24. Fair value measurement of financial instruments Financial assets and financial liabilities measured at fair value in the statement of financial position are grouped into three Levels of a fair value hierarchy. The three Levels are defined based on the observability of significant inputs to the measurement, as follows: • Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities • Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly • Level 3: unobservable inputs for the asset or liability The following table shows the Levels within the hierarchy of financial assets and liabilities measured at fair value on a recurring basis at 31 December 2013 and 31 December 2012: Contingent consideration: 2013 £’000 Level 3 918 2012 £’000 Level 3 360 The Group’s finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values, in consultation with third party valuation specialists for complex valuations. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance team reports directly to the Group Finance Director and to the Audit Committee. The valuation techniques used for instruments categorised in Levels 2 and 3 are described below: Contingent consideration (Level 3) The fair value of contingent consideration relates to the acquisitions of Voyager Software and FCP internet (see note 22) and is estimated using a present value technique. The £790,000 fair value is mainly based on actual, budget or forecast revenues prepared by the finance team. The contingent consideration is discounted. The discount rate used in respect of Voyager Software is 4.5%, and is based on an after tax estimated of the Group’s theoretical borrowing rate for unsecured liabilities. The discount rate used for FCP Internet is 16.99% reflecting the cost of capital of the company. 25. Control No individual shareholder, or shareholders acting in concert, hold more than 50% of voting shares, and accordingly there is not considered to be an ‘ultimate controlling party’. 26. Related party transactions Company The Company has a related party relationship with its subsidiaries, its Directors, and other employees of the Company with management responsibility. During the year the Company received a management charge of £62,000 (2012: £63,000) and a dividend of £210,000 from its subsidiary company Dillistone Systems (US) Inc (2012: £65,000). At the year end Dillistone Systems (US) Inc was owed £209,000 (2012: £47,000) by the Company. Dillistone Group Plc Annual Report and Accounts 2013Strategic Reportwww.dillistonegroup.comGovernanceFinancial Statements 48 Notes to the Financial Statements continued For the year ended 31 December 2013 26. Related party transactions continued During the current year Dillistone Systems Limited paid a dividend of £1,000,000 (2012: £1,000,000) to Dillistone Group Plc and a management charge of £178,000 (2012: £128,000). At the year end Dillistone Systems Limited was owed £1,588,000 (2012: £435,000). The Company received a management charge during the year from Dillistone Systems (Australia) Pty Limited of £55,000 (2012: £60,000) and at the year end owed it £28,000 (2012: £28,000). Voyager Software paid a management charge of £144,000 (2012: £130,000) and owed the Company £29,000 at the year end (2012: £13,000). Woodcote Software owed the Company £13,000 at the year end (2012: nil). FCP Internet Limited paid a management charge of £70,000 and owed the Company £67,000 at the year end (2012: £nil). Management charges payable by Group members to Dillistone Group Plc relate to management support provided directly to them. The Directors received dividends paid by the Company of £318,000 (2012: £299,000). 27. Dividends The dividends paid in 2013 and 2012 were £683,000 (3.75p per share) and £643,000 (3.533p per share) respectively after adjusting for the bonus issue. A final dividend in respect of the year ended 31 December 2013 of 2.6p per share will be paid on 25 June 2014. These financial statements do not reflect this dividend. Dillistone Group Plc Annual Report and Accounts 2013 Directors and Advisers Directors M D Love – Non-Executive Chairman G R Fearnley – Non-Executive Director J S Starr – Chief Executive R Howard – Operations Director A D James – Product Development Director J P Pomeroy – Group Finance Director A F Milne – Director of Support Services Secretary J P Pomeroy Company number 4578125 Registered office Third Floor 50-52 Paul Street London EC2A 4LB Independent auditors Grant Thornton UK LLP Grant Thornton House Melton Street Euston Square London NW1 2EP Principal bankers HSBC Bank Plc Basingstoke Commercial Centre 8 London Street Basingstoke RG21 7NU Solicitors Ashfords LLP Tower Wharf Cheese Lane Bristol BS2 0JJ Nominated adviser WH Ireland Limited 24 Martin Lane London EC4R 0DR Broker WH Ireland Limited 24 Martin Lane London EC4R 0DR Registrars Capita Registrars The Registry 34 Beckenham Road Beckenham Kent BR3 4TU D i l l i s t o n e G r o u p P l c A n n u a l R e p o r t a n d A c c o u n t s 2 0 1 3 Dillistone Group Plc Third Floor 50–52 Paul Street London EC2A 4LB Tel: +44 (0)20 7749 6100 www.dillistonegroup.com