COMPANY NUMBER: CHARITY NUMBER: EDUSERV (LIMITED BY GUARANTEE) REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2012 3763109 1079456 EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 Status Governing Document Eduserv is a company limited by guarantee and a registered charity. Memorandum and Articles of Association (last amended by special resolution 24 September 2008). Company Number 3763109 Charity Number 1079456 Registered Office and Operational Address Royal Mead Railway Place Bath BA1 1SR Trustees Paul Layzell —Chairman Philip French (appointed 14/12/11) Graham Gilbert Graham Head Tony Mather (appointed 14/12/11) Tim Simpson David Teague Anne Bell (term ended 14/12/11) Eric Burrows (term ended 14/12/11) Principal Staff Stephen Butcher (Chief Executive) Ed Zedlewski (Chief Information Officer/Deputy Andrew Hawkins David Hemmings Hilary Singleton Principal Bankers (Sales Director) (Operations Director) (Commercial Director) RBS Corporate Banking PO Box 2702 3 Temple Quay East Temple Quay Bristol BS1 9BW Solicitors Russell Cooke 2 Putney Hill London SW15 6AB Auditors Nexia Smith 8 Williamson Portwall Place Portwall Lane Bristol BS1 6NA Investment Advisors Rathbone Investment 10 Queen Square Bristol BS1 4NT Management CEO) EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 The Trustees present their Report and the audited Financial Statements for the year ended 31 July 2012. Legal and administrative information set out on page 2 forms part of this report. The Financial Statements comply with current statutory requirements, the Memorandum and Articles of Association and the Statement of Recommended Practice-Accounting and Reporting by Charities (2005) and the Companies Act 2006. Sections 1 to 6 refer to our performance against the goals we set for 2011/12 and our ambitions for 2012/13. Sections 7 to 10 report on our financial performance, risks, reserves and investments. Sections 11 to 12 describe our governance activities and arrangements. 1. The Charit 's Ob ects The objects of the Charity are: ~ to advance education; ~ to promote the effective and efficient provision of education for the public benefit through information technology; ~ to promote research for the public benefit and, in particular, but not exclusively, connection with the effective use of information technology in education; ~ to support the effective delivery of services and activities which are for the benefit of the public and charitable, including the protection of public safety, promotion of health, the advancement of education and the delivery of other public services which are for the benefit of the community. in The Trustees have noted the Charity Commission's guidance on public benefit and have reviewed Eduserv's activities in the light of that guidance. They have confirmed that this public benefit is met through Eduserv's services improving the efficiency of organisations serving the public good, primarily through the provision of appropriate and cost effective ICT solutions to them, and through the negotiation on their behalf of preferential licence terms for software and digital content. Eduserv is a company limited by guarantee. Its objects as a charity and its governance arrangements are formally specified in its Memorandum and Articles of Association. It has a wholly owned subsidiary, Eduserv Technologies Ltd, which delivers ICT services that may fall outside Eduserv's charitable objectives, but which are expected to generate surpluses and other benefits of scale or know-how which can then support Eduserv's charitable activities. Eduserv's current activities are in four main areas: identity and access management; licence negotiation; IT solutions; research and dissemination. EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 3. Identit and Access Mana ement IAM Eduserv's Athens and OpenAthens services enable seamless access to multiple protected on-line resources for learners, researchers and health professionals, regardless of their location. As a result, they can more readily utilise the full range of resources to which their institutions have subscribed on their behalf, while their institutions can benefit both through major administrative savings and through access to usage statistics that can help ensure a value for money subscription policy. As planned, 2011/12 saw significant growth in the number of international subscribers for our services, with most of the new subscribers coming from English-speaking healthcare markets. In the UK we retained our contract with NICE for the NHS as well as nearly all our university and college clients, with the majority of UK higher education institutions using the service. In 2012/13 we plan to accelerate further the growth in our international client base, to develop further our service to the NHS and to maintain our strong presence in UK education. 4. Licence Ne otiation Services Eduserv negotiates preferential terms and prices for software and on-line for universities and colleges. As a result, institutions are able to purchase for their learners and researchers than would otherwise be the case, and instance, site licences), that facilitate optimum use of the resource, whilst time and effort associated with individual negotiations. content licences more resources on terms (for also saving the at the close of the year was the agreement with Adobe of advantageous educational licence terms for their software. We expect this to deliver benefits in 2012/13 totalling at least 88m to participating institutions, growing the overall benefit delivered by our licence service by at least 20%. During the year we joined the Higher Education's central online procurement store and are currently reviewing options for further facilitating transactions. A major achievement 5. finally confirmed IT Solutions Our range of development infrastructures development clients, while organisations. offers is growing significantly and now encompasses not only web and web hosting but also the development of public and private cloud and of high power density, high security co-location facilities. Our web skills enable public good organisations to communicate better with their our infrastructure offers can realise major cost savings for these the public, educational and charity sectors. We believe that our pragmatic non-profit approach will make a real difference to the value these clients get from their IT spend. In 2011/12 we acquired major new clients in EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 Alongside these new clients our work for the Department for Education broadened in scope to include development of a secure cloud infrastructure for internal applications and the efficient migration into the Department of previously independent Arm's Length Bodies. Meanwhile we continued the development and hosting of the Department's web presence. Our Community Cloud Infrastructure (CCI) was developed with the support of the University Modernisation Fund and attracted over thirty institutions to trialling. We expect some of these to continue using the CCI as we move to a sustainable business model in 2012/13. Alongside technology development and growth in our client base, 2011/12 also saw the certification of all our operations as compliant with the ISO 27001 standard for Information Security Management. During 2012/13 we will bring into service a second vault at our Swindon data centre to meet demand from JANET, HE institutions, and others for high quality co-lo facilities. We will also continue developing our next-generation network and the rationalisation of our presence in third party data centres. Above all we want to continue to expand the number of major public-good organisations we support. 6. Research and Dissemination The building of our Community Cloud Infrastructure, and the development of a private cloud accredited for government IL3-level data provided exceptional experience in the build and operation of cloud environments on a large scale. This experience, and the opportunities these infrastructures provide for efficiencies in educational and government use of IT, informed a series of both public and by-invitation events addressing Cloud technology. The 2012 Eduserv Symposium on Big Data drew together speakers from academia, and politics, and from both sides of the Atlantic, to look at the challenges and opportunities provided by Big Data technically, economically and socially. Delegates to our Symposium particularly value its vendor-independent approach and the variety of perspectives on offer. In 2013 we want to encourage more participation in the Symposium from government and charity sectors. industry, 7. Financial Results and Ob ectives Our net incoming resources before investments was 6324k (2010/11: 8393k). After income from investments of F53k (2010/11 853k), and realised and unrealised gains of 66k (2010/11 8382k), there is a retained surplus for the year of 383k (2010/11 6828k). f Eduserv Technologies Ltd provides services that may fall outside our charitable objects. generated a small surplus in 2011/12 and is expected to continue to do so. It EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 8. Risks Continuing economic stagnation in general, and reductions in public expenditure in particular, mean that Eduserv can only grow or even maintain its current level of services and income through replacing existing for-profit providers. Hitherto we have been very successful in doing this but inevitably such progress is relatively unpredictable. The Trustees regularly review our progress against plan, our associated exposure to risk, and our ability to manage shorffalls in projected income. The Trustees have given consideration to the appropriate level of reserves. 31st July 2012 Eduserv held total reserves of E6, 418k of which F4 million were Designated Funds set aside during the year for further investment in, and development At of, cloud services and data centre facilities. The General Funds allow the Trustees: to fund capital investment charitable operations; in facilities and equipment in order to maintain our to support and develop the services delivered by the organisation; risks — both from liability for professional and from severe market disruption. to guard against unforeseen negligence 10. Investment Portfolio Eduserv's investments represent funds not immediately required for operational purposes. The investments are spread across a balanced porffolio and performed in line with the benchmark indices, with unrealized losses of F1k and realised gains of F7k. The Investment Committee looks for a steady growth in investment funds using a prudent approach in its selection of funds as advised by its fund managers. 11. The Trustees Eduserv is governed by a Board of Trustees. The Trustees act as directors under the Companies Act and meet at least four times a year. They determine the overall strategy of the Charity and agree objectives. There are four committees that address and monitor specific issues: ~ the Audit Committee which meets at least twice a year and oversees financial control and reporting and risk mitigation; ~ the Remuneration staff remuneration staff; and Appointments Committee which monitors the overall level of and determines the remuneration and appointment of executive EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 ~ the Marketing Committee which reviews market, product and communication strategies; ~ the Investment Committee which advises the Board on overall investment authorises investments and reviews on-going investment performance. strategy, The Trustees delegate day-to-day management of the Charity and of its subsidiary to an Executive Committee currently consisting of the Chief Executive who reports directly to the Board, the Deputy Chief Executive and Chief Information Officer, the Sales Director, the Commercial Director and the Operations Director. Members of the charitable company guarantee to contribute an amount not exceeding E1 to the assets of the charitable company in the event of winding up. The total number of such guarantees at 31 July 2012 was 7 (2011: 7). In recruiting new Trustees the Board has sought to identify the skills, experience and knowledge required and has then asked a search agency specialised in education and the broader public sector to identify possible candidates. An ad hoc committee of the Board has reviewed the candidates, met a shortlist of these, and then made recommendations to the full Board. Following appointment, new Trustees attend an induction day, providing familiarisation with Eduserv's current aims and operations, and with the responsibilities of Trustees. Trustees are provided with a set of key constitutional and planning documents along with Charity Commission guidelines on the Trustee role and the hallmarks of a good charity. The following served as Trustees throughout Paul Layzell Philip French 2011/12: Graham Gilbert Graham Head Tony Mather Chair of the Board and the Remuneration Committee Chair of the Investment Committee and Member of the Audit Committee (appointed 14/12/11) Chair of the Audit Committee Member of the Audit and Marketing Committees Member of the Marketing and Remuneration Committees (appointed Tim Simpson David Teague Chair of the Marketing Committee Member of the Investment Committee 14/12/11) 12. The Auditors Nexia, Smith and Williamson will be proposed for re-appointment as auditors to the company at the Annual General Meeting in accordance with Section 485 of the Companies Act 2006. EDUSERV (LIMITED BY GUARANTEE) REPORT OF THE TRUSTEES FOR THE YEAR ENDED 31 JULY 2012 The Trustees (who are also directors of Eduserv for the purposes of company law) are responsible for preparing the Report of the Trustees and the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). Company law requires the Trustees to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the charitable company and the group and of the incoming resources and application of resources, including the income and expenditure, of the charitable group for that period. In preparing these financial statements the Trustees are required to: select suitable accounting policies and then apply them consistently; observe the methods and principles make judgements in the Charities SORP; and estimates that are reasonable and prudent; state whether applicable UK accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to assume that the charitable company will continue in business. The Trustees are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the group and charitable 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 group and the charitable company and hence for taking reasonable steps for the prevention and detection of fraud or other irregularities. Insofar as the Trustees are aware: there is no relevant audit information of which the charity's auditor is unaware; the Trustees have taken all steps that they ought to have taken to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Approved by the Board of Trustees on 12'" December Paul Layzell Chair 2012 and signed on their behalf by:- INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EDUSERV (LIMITED BY GUARANTEE) We have audited the financial statements of Eduserv for the year ended 31 July 2012 which comprise the consolidated Statement of Financial Activities, the consolidated Balance Sheet, the charitable company Balance Sheet, the consolidated Cash Flow Statement and related notes. The financial reporting framework that has been applied in their presentation is applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice). This report is made solely to the charitable company's members, as a body, in accordance with chapter 3 part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the charitable 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 charitable company and the charitable company's members as a body, for our audit work, for this report, or for the opinions we have formed. RESPECTIVE RESPONSIBILITIES OF TRUSTEES AND AUDITOR As explained more fully in the Trustees' Responsibilities Statement set out on Page 8 the Trustees (who are also the directors of the charitable company for the purposes of company law) are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. We have been appointed as auditor under the Companies Act 2006 and Section 151 of the Charities' Act 2011 and report to you in accordance with those Acts. is to audit and express an opinion on the financial statements in accordance 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. Our responsibility with applicable Scope of the audit of the financial statements A description of the scope of an audit of financial statements at www. frc. or .uk a b sco e rivate. cfm is provided on the APB's website Opinion on financial statements In our opinion the financial statements ~ ~ ~ give a true and fair view of the state of the group's and the parent charitable company's affairs as at 31 July 2012 and of the total incoming resources of the group and the movements in the total resources, including the income and expenditure, of the group for the year then ended; have been properly prepared in accordance with the United Kingdom Generally Accepted Accounting Practice; and have been prepared in accordance with the requirements of the Companies Act 2006 INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EDUSERV (LIMITED BY GUARANTEE) (CONTINUED) Opinion on other matter prescribed by the Companies Act 2006 ln our opinion the information given in the Report of the Trustees 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 require us to report to you ~ ~ ~ ~ in respect of the following matters where the Companies Act 2006 if, in our opinion: the parent charitable company has not kept adequate and sufficient accounting records, or returns adequate for our audit have not been received from branches not visited by us; OI the parent charitable company financial statements are not in agreement with the accounting records and returns; or certain disclosures of Trustees' remuneration specified by law are not made; or we have not received all the information and explanations we require for our audit lan Cooper Senior Statutory Auditor for and on behalf of Nexia Smith 8 Williamson Portwall Place Portwall Lane Bristol BS1 6NA Statutory Auditor Chartered Accountants 5w~c4'416'v' Nexia Smith 8 Williamson Companies Act 2006. is eligible to act as an auditor 10 in terms of Section 1212 of the EDUSERV (LIMITED BY GUARANTEE) CONSOLIDATED STATEMENT OF FINANCIAL ACTIVITIES FOR THE YEAR ENDED 31 JULY 2012 (INCORPORATING INCOME AND EXPENDITURE ACCOUNT) Unrestricted Incoming resources Total Transactional Funds 2012 2011 20, 984, 664 17,872, 463 11,641, 936 8, 679, 305 367, 941 53, 138 616, 583 53, 389 12, 063, 015 9, 349, 277 (245, 114) (11,333,263) (535, 522) (8, 273, 324) 93, 814 Notes Value Incoming resources from charitable activities From activities to generate funds:Income generated by Eduserv Technologies Ltd Investment income Total incoming resources Resources Expended Cost of generating funds:— Cost of Eduserv Technologies Ltd Charitable activities Governance 107,746 Total resources expended 11,686, 123 8, 902, 660 Net incoming resources for the year before other recognised gains Realised gains on investments Unrealised (losses)/gains on investments 376, 892 6, 912 1,246 446, 617 39,671 341, 932 Net movement 382, 558 828, 220 6, 035, 790 5, 207, 570 6, 418, 348 6, 035, 790 in funds Funds at the start of the year Funds at the year end 12, 13 incoming resources and resources expended are derived from continuing There were no recognised gains or losses other than those stated above. All The notes on pages 14 to 31 form part of these financial statements. 11 activities. EDUSERV (LIMITED BY GUARANTEE) BALANCE SHEET 31 JULY 2012 COMPANY NUMBER 3763109 Charity Group 2011 2012 2012 2011 Notes FIXED ASSETS Tangible fixed assets Investments 4, 189,952 2, 963, 726 3, 775, 535 2, 928, 297 4, 189,952 2, 963, 726 3, 775, 535 2, 928, 297 7, 153,678 6, 703, 832 7, 153,678 6, 703, 832 3, 787, 676 4, 282, 940 2, 084, 421 3, 641, 912 3, 787, 676 4, 272, 075 2, 084, 656 3, 521, 127 8, 070, 616 (8, 805, 946) 5, 726, 333 (6, 394, 375) 8, 059, 751 (8, 805, 946) 5, 605, 783 (6, 388, 232) NET CURRENT LIABILITIES (735, 330) (668, 042) (746, 195) (782, 449) NET ASSETS 6, 418, 348 6, 035, 790 6, 407, 483 5, 921,383 4, 000, 000 2, 673, 367 4, 000, 000 2, 673, 367 2, 418, 348 3, 362, 423 2, 407, 483 3, 248, 016 6, 418, 348 6, 035, 790 6, 407, 483 5, 921, 383 CURRENT ASSETS Debtors Cash at bank and in hand CREDITORS: Amounts one year 7 9 10 11 falling due within FUNDS Unrestricted funds Designated funds General funds TOTAL FUNDS Approved 12, 13 by the Board of Trustees on 12'" December 2012 and signed on their behalf by:- Paul Layzell Chair The notes on pages 14 to 31 form part of these financial statements. 12 EDUSERV (LIMITED BY GUARANTEE) CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31 JULY 2012 2012 2011 Notes Net cash inflow/(oufflow) from operating activities Returns on investments 1,601,018 (643, 609) 53, 138 53, 389 (983, 365) 544, 031 (577, 532) (409, 940) 340, 599 (379,599) 3, 737 641, 028 4, 915 (1,034, 245) 3, 641, 912 4, 282, 940 4, 676, 157 3, 641, 912 and servicing of finance Interest received Capital expenditure and financial investment Purchase of tangible fixed assets Proceeds from disposal of fixed assets investments Purchase of Fixed Asset Investments 7 9 9 Cash awaiting reinvestment - net movement Increase/(Decrease) in cash in the year Opening net cash resources Closing net cash resources Reconciliation of net movement in funds to net cash flow from operating activities 2012 2011 F Net incoming resources Investment income Depreciation Increase in debtors Increase/(Decrease) in creditors Net cash flow from operating activities 376, 892 53, 138 323, 754 446, 617 53, 389 393,228 568, 948 (1,703, 255) 2, 411,571 417, 107 (16,407) 1,437, 537 643, 609 1,601,018 Analysis of net cash resources At 31 July At 1 August 2011 Cash at hand and in bank 3, 641, 912 3, 641, 912 Cash Flow 641, 028 641, 028 The notes on pages 14 to 31 form part of these financial statements. 13 2012 4, 282, 940 4, 282, 940 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 JULY 2012 ACCOUNTING POLICIES a) Basis of Preparation The Financial Statements have been prepared under the historical cost convention the exception of the revaluation of investments) and in accordance with applicable (with accounting standards. They follow the recommendations in the Statement of Recommended Practice —Accounting and Reporting by Charities: the Charities SORP 2005 and the Companies Act 2006. b) Consolidation Consolidated financial statements ("group accounts") have been prepared in respect of the charity and its wholly owned subsidiary, Eduserv Technologies Limited (ETL). The results of Eduserv Technologies Limited have been consolidated into the Statement of Financial Activities on a line by line basis. In accordance with Section 408 of the Companies Act 2006, and paragraph 397 of the Charities SORP, a separate Statement of Financial Activities for the charitable company has not been presented. c) Incoming Resources Incoming Resources from activities in furtherance of the charitable activities represents a combination of fees in respect of licence negotiation and payment for the supply of ICT services. The fees for performing the services to educational bodies are recognised in the month that they occur, and the income from fixed term contracts of twelve months or less is recognised in full at the renewal of each contract. When the fixed term is for greater than twelve months, the income is apportioned over the contract period. Income in respect of the delivery of services is recognised over the period that the services were provided. Fee income received in advance represents contract income invoiced three months prior to the contract renewal date. d) Unrestricted Funds Unrestricted funds are available to use to further any of the purposes of the charity. Designated funds comprise unrestricted funds that have been put aside at the discretion of trustees for particular purposes. e) Resources Expended Resources expended are recognised in the period in which they are incurred and direct costs are identified to the particular business area to which they relate. All other costs are either apportioned in relation to the net operating margins of the three main business areas or to the staff costs of those areas as appropriate. Governance costs include the management of the charitable company's assets, organisational management and compliance with constitutional and statutory requirements. Depreciation Depreciation is provided on all tangible fixed assets at rates calculated to write off the cost of each asset over its expected useful life. Items with a total cost of less than E1,000 are expensed in the period in which they occur. 14 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 Depreciation (cont) The depreciation rates in use are as follows:Long Leasehold Property Long Leasehold improvements Data Centre Infrastructure IT equipment (excluding laptops) Laptops Software Office furniture and equipment Vehicles 50 Years Over the remaining life of the lease 10 years 3 years 2 years 3 years 3 years 3 years Depreciation costs are allocated to activities on the basis of the use of the related assets in those activities. Where IT equipment is bought for a particular contract and charged to the customer, the invoice value and the cost of the equipment are released in the same period and the asset is held on the books at nil value. g) Investments Investments are stated at market value as at the balance sheet date. Investment income is recognised on an accruals basis. Realised gains/ (losses) on investments are calculated by deducting opening market values of investments sold from their sales proceeds. Unrealised gains/ (losses) on investments are calculated by deducting book values of investments as adjusted for opening market values, from market values of investments as at the Balance Sheet date. h) Operating Leases Rentals payable under operating leases, where substantially all the risks and rewards of ownership remain with the lessor, are charged to the Statement of Financial Activities on a straight line basis over the life of the lease. Pension Costs Eduserv participates in the Universities Superannuation Scheme (USS), a defined benefit scheme which is contracted out of the State Second Pension (S2P). The assets of the scheme are held in a separate trustee-administered fund. Eduserv is unable to its identify share of the underlying assets and liabilities of the scheme on a consistent and reasonable basis and therefore, as required by FRS 17 "Retirement benefits, " accounts for the scheme as if it were a defined contribution scheme. As a result, the amount charged to the income and expenditure account represents the contributions payable to the scheme in respect of the accounting period. Research and Development Research and development in the period in costs are expensed to the Statement of Financial Activities which they occur. Foreign Currencies Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated at the rate of exchange ruling at the balance sheet date. All foreign exchange differences are recognised in the Statement of Financial Activities. 15 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 I) Total Transactional Value Total transactions value does not represent the group's total incoming resources but includes the value of license contracts negotiated by the group acting as agents together with all their incoming resources. INCOMING RESOURCES FROM CHARITABLE ACTIVITES Incoming resources from activities in furtherance of charitable objects arise from the provision of web development and hosting services, the provision of identity and access management services and the negotiation services for software and information licences for universities, colleges and libraries. Research 8 Dissemination License Negotiation Services IT Solutions Identity and Access Management 2012 2011 947, 905 838, 315 7, 164, 824 2, 690, 892 11,641, 936 453, 320 876, 693 4, 738,498 2, 610,794 8, 679, 305 *Previous year's figures restated due to misallocation 16 * of IAM income of F399, 000. EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 3. ANALYSIS OF TOTAL GROUP RESOURCES EXPENDED Other Staff Costs Costs Depreciation F 247, 846 736, 935 5, 273, 302 75, 736 36, 093 336, 398 4, 139,086 26, 665 533 67, 520 495, 550 5, 345 Total for Charity Trading costs of the subsidiary 6, 333,819 4, 538, 242 568, 948 135,295 109,819 Total for the group 6, 469, 114 4, 648, 061 Charitable Expenditure Research and Dissemination License Negotiation Services IT Solutions 8 Governance IAM The categories of charitable expenditure 2011 Total F F 568, 948 284, 472 1, 140, 853 9, 907, 938 107, 746 279, 772 900, 859 693 092, 7, 93, 814 11,441,009 245, 114 8, 367, 138 11,686, 123 8, 902, 660 535, 522 include the following support costs: Finance 8 Charitable Expenditure Administration License Negotiation Services IT Solutions & IAM Research and Dissemination Management IT Total Marketing 13,592 90, 846 33,437 59, 610 398,420 146,645 31, 141 208, 141 76, 610 11,292 75, 474 27, 779 772, 881 284, 471 137,875 604, 675 315,892 114,545 1, 172, 987 115,635 The support costs have been allocated as per accounting policy 1e). RESEARCH AND DISSEMINATION Research and Dissemination charge in the year is as follows:— 2012 2011 F Under accrual of grant released Research Staff Event Sponsorship Research and Dissemination costs All 247, 846 (12,879) 245, 335 5, 175 237,631 36, 626 284, 472 42, 141 279, 772 247, 846 administration the above expenditure relates to research into the use of ICT 17 in education. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 4. GROUP NET INCOMING RESOURCES FOR THE YEAR This is stated after charging:- 2012 568, 948 417, 107 15,419 14,671 22, 905 20, 623 10,566 000) (10, 207, 060 206, 496 Depreciation Trustees reimbursed expenses Auditors' remuneration —audit Exchange differences Operating 2011 Lease rentals —property Trustees' reimbursed expenses represent reimbursement made to Trustees for travel and subsistence in attending Trustees' and other meetings. This relates to 9 (201'I: 7) Trustees. 5. STAFF COSTS 2012 Salaries and wages Social security costs Pension contributions 2011 5, 361,040 4, 395, 312 477, 548 630, 526 389,096 531,784 6, 469, 114 5, 316, 192 The following number of employees exceeded f60, 000 emoluments: Employees Employees Employees Employees Employees Employees Employees Employees Employees whose whose whose whose whose whose whose whose whose emoluments were f60, 000- F70, 000 emoluments were f70, 000- f80, 000 emoluments were P80, 000- f90, 000 emoluments were f90, 000- F100,000 emoluments were f100, 000- f110,000 emoluments were f110,000- F120, 000 emoluments were F130,000- F140,000 emoluments were f140, 000-2150, 000 emoluments were F150,000- f160,000 18 4 2 (2011: 5) (2011. 3) (2011: 1) (2011: 1) 2 (2011 -) 1 2 (2011.. -) (2011: 1) (2011: -) (2011: 1) EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 5. STAFF COSTS (CONTINUED) 2012 Average number of employees equivalent) (full time 2011 No No 126 107 Retirement benefits were paid on behalf of 11 higher paid members of staff (2011: 12) into the scheme set out in note 17 to the accounts. in 2012 Three of the higher paid employees also acted as directors of Eduserv Technologies Limited, the wholly owned trading subsidiary. Payment for these services was made by way of a management charge on the company. TAXATION The charitable company is a registered charity and its income streams are exempt from Corporation Tax. All of its income is applied for charitable purposes. The subsidiary has no tax charge for the year. 19 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 7. TANGIBLE FIXED ASSETS Group Long Leasehold Property Leasehold Improvements IT Equipment Office Furniture & Equipment Vehicles Total f COST 2011 823, 844 2, 820, 902 1,627, 903 746, 896 412, 033 5, 585 12,425 230, 884 823, 844 3,051,786 2, 374, 799 417,618 12,425 6, 680,472 DEPRECIATION At 1 August 2011 Charge for the year Disposals 24, 715 16,477 401, 580 234, 875 1,273, 752 225, 300 213,586 88, 154 7, 939 4, 142 1,921,572 568, 948 31 July 2012 41,192 636,455 1,499,052 301,740 12,081 2, 490, 520 At 1 August Additions 5, 697, 107 983, 365 Disposals At At 31 July 2012 NET BOOK VALUE At 31 July 2012 782, 652 2,415,331 875, 747 115,878 344 4, 189,952 At 31 July 2011 799, 129 2, 419,322 354, 151 198,447 4, 486 3, 775, 535 Charity Long Leasehold Property Leasehold Improvements IT Equipment Office Furniture & Equipment Vehicles Total f COST At 1 August 2011 823, 844 2, 820, 902 1,094, 688 746, 896 412, 033 5, 585 12,425 230, 884 823, 844 3,051,786 1,841,584 417,618 12,425 6, 147,257 24, 715 16,477 401, 580 234, 875 740, 537 225, 300 213,586 88, 154 7, 939 4, 142 1, 388, 357 41,192 636,455 965,837 301,740 12,081 1,957,305 782, 652 2, 415,331 875, 747 115,878 344 4, 189,952 799, 129 2, 419,322 354, 151 198,447 4, 486 3, 775, 535 Additions 5, 163,892 983, 365 Disposals At 31 July 2012 DEPRECIATION At 1 August 2011 Charge for the year Disposals At 31 July 2012 568, 948 NET BOOK VALUE At 31 July 2012 At 31 July 2011 20 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 SUBSIDIARY UNDERTAKING Eduserv Technologies Limited (company number 4256630) is a wholly owned trading subsidiary of Eduserv. The subsidiary generates additional revenue income to the charity through the extension of the group's services to organisations other than educational institutions, departments or agencies predominantly in the public sector. activities have been consolidated on a line by line basis the results of the subsidiary is shown below:All The Trustees recognise that the fact that ETL Eduserv and was therefore unable to build up liabilities greater than its assets. The Trustees subsidiary is cash positive and there is no risk in the SOFA. A summary of has previously gifted all of its profits to reserves means the subsidiary shows are however confident that the that creditors will not be paid in full. Eduserv Technologies Limited wholly owns Eduserv Technologies (North America) Limited, which was dormant during the year, and hence has not been consolidated into Eduserv's accounts. During the year the company set up the Open Athens Federation but this did not trade during the year and was wound up post year end there being no requirement for this entity. 2012 2011 E Turnover Outside group Turnover within Group 367, 941 616, 583 Cost of Sales (48, 924) (54, 912) 319,017 (196, 190) (18,397) 561,671 (480, 610) (30, 829) 104,430 50, 232 (16,224) (17,456) 88, 206 32, 776 88, 206 32, 776 (412, 387) (500, 593) Gross profit Administrative expenses Licence fees paid to Eduserv Operating profit Interest receivable Interest payable Profit on ordinary activities Gift aid to Eduserv Profit for the financial year Net liabilities 21 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 INVESTMENTS The charity had investments at 31 July 2012 of E2, 963, 726 (2011:E2, 928, 297) twenty separate unitised funds. 2012 2011 Market value at 1st August 2011 Additions Disposals at opening market value Unrealised (loss)/ gain 2, 911,471 2, 490,868 577, 532 (537, 120) (1,246) 379, 599 (300, 928) 341,932 Total Investments Invested Cash 2, 950, 637 13,089 2, 911,471 16,826 2, 963,726 2, 928, 297 Market value at 31st July 2012 Disposals differ from actual cash received due to gains recognised The current portfolio is made up of the following investments predominately in accumulation units:- in in in prior periods. unitised funds, 2012 2011 E Commodities Property Global Investments Asia Pacific Investments European Investments North American Investments UK Investment Cos UK Fixed Interest UK Index Linked Emerging Markets Cash for Reinvestment 22 60, 308 108, 500 463, 995 135,937 100, 748 207, 687 1,062, 485 337,223 371,724 102, 030 13,089 90, 300 109,900 513,750 135,405 120,426 126, 797 919,428 341, 165 489, 200 65, 100 16,826 2, 963,726 2, 928, 297 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 INVESTMENTS (CONTINUED) The whole portfolio was invested through UK based investment operations. All investments are either listed on recognised stock exchanges or are valued by reference to such investments. The following holdings represented value:- more than 5% of total investments Treasury stock - 2. 5% Index Linked stock 2020 Murray International Trust Plc Finsbury Growth & Inc Trust Plc Jo Hambro Capital Management Psigma Unit Trust Managers British Empire Sec 8 Gen Trust NB Private Equity Partnets Ltd Liontrust Fund Partners F8C Private Equity Trust Plc JP Morgan Private Equity Ltd held at market f 371,724 f184, 815 F151,830 f192, 528 2149,770 F152,640 6188,860 2174, 627 8148, 362 F164,206 The charity also holds a E1 share (representing the entire issued share capital) of Eduserv Technologies Limited, and a E1 share capital in each of CHEST Limited, NISS Limited, and Eduserv Limited which are dormant companies held for name protection purposes. Investment income received in the year was:- 2012 2011 Interest received Received 11,570 41, 568 7, 254 46, 135 Investment 53, 138 53, 389 Dividends interest EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 10. DEBTORS Charity Group 2012 2011 2012 2011 F Amounts due from Eduserv Technologies E 234 Ltd 2, 454, 010 1,333,666 Fees Receivable Prepayments and accrued income Other Debtors 3, 787, 676 2, 454, 010 1,333,666 862, 945 1,216, 888 4, 588 2, 084, 421 3, 787, 676 1,578, 832 501,002 4, 588 2, 084, 656 The inter-company debtor between Eduserv Technologies Limited and Eduserv is secured by a fixed and floating charge over all assets of the company. 11. CREDITORS: Amounts falling due within one year Charity Group 2012 Fee income received in advance Trade Creditors Taxation and social security Accruals Net License Negotiation Creditors There were no commitments grants during the year. 2011 2012 2011 2, 409, 099 1,349, 715 2, 409, 099 309,486 1,487, 798 1, 195,771 271, 511 1,041, 385 679, 135 309,486 1,487, 798 1, 195,771 271, 510 1,035, 243 679, 135 4, 463, 176 1,993,245 4, 463, 176 1,993,245 8, 805, 946 6, 394, 375 8, 805, 946 6, 388, 232 1, 349, 715 made for Research and Dissemination 24 (formerly Foundation) EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 12. ANALYSIS OF GROUP NET ASSETS BETWEEN FUNDS The group's net assets are analysed between funds as follows:— Investments Tangible Fixed Total Net Current Liabilities Assets F Designated Funds General Fund 13. 1,291,204 2, 708, 796 2, 898, 748 254, 930 (735, 330) 2, 418,348 4, 189,952 2, 963,726 (735,330) 6,418,348 4, 000, 000 MOVEMENT IN FUNDS Realised At 1 August 2011 Unrestricted funds Designated funds: Research & Dissemination and Development General Fund Total Funds Funds Incoming Outgoing Resources Resources F 2, 673, 367 and unrealised gain on investments F (284, 472) 3, 362, 423 12, 063, 015 6, 035, 790 12, 063, 015 11,401,651 11,686, 123 5, 666 Transfers between funds 1,611,105 1,611,105 5, 666 Purposes of Designated Funds Eduserv has a research and dissemination programme which is funded on a day to day basis by operational activities. The designated funds are to allow additional investment in projects identified as having the potential to significantly improve existing services or to develop new services. The trustees designated F4 million in the year for further development of, and investment in, cloud technology and data centre facilities. The general funds are designed to support on-going capital investment meeting contingencies. and to support the operational 25 activities as well as As at 31 July 2012 4, 000, 000 2, 418,348 6,418,348 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 14. OPERATING LEASE COMMITMENTS The charitable company had annual commitments expiring under property operating leases as follows:2012 Between 2-5 years More than 5 years 15. 2011 270, 200 270, 200 29, 000 29, 000 299,200 299, 200 OTHER FINANCIAL COMMITMENTS Eduserv provides a Licence Negotiation Service for educational institutions and for many of these provides a payments collection service. In order to mitigate the effects of currency movements when buying from international suppliers Eduserv buys currency forward and charges the institutions the same forward exchange rate. The following forward contracts were in place at the year end:— Trade Date 04/05/2012 27/07/2012 16. Amount Buying Buying $1,000, 000 $500, 000 Rate 1.6128 1.5617 Settlement Date 06/08/2012 28/09/2012 CAPITAL COMMITMENTS Eduserv has committed to capital expenditure of F1,651k in respect of further development of, and investment in, cloud technology and data centre facilities. 26 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 17. PENSION SCHEME Eduserv participates in the Universities Superannuation Scheme (USS), a defined benefit scheme which is contracted out of the State Second Pension (S2P). The assets of the scheme are held in a separate fund administered by the trustee, Universities Superannuation Scheme Limited. The appointment of directors to the Board of the Trustee is determined by the Trustee company's Articles of Association. Four of the directors are appointed by Universities UK; three are appointed by the University and College Union, of whom at least one must be a USS pensioner member; and a minimum of two and a maximum of four are coopted directors appointed by the Board. Under the scheme trust deed and rules, the employer contribution rate is determined by the Trustee, acting on actuarial advice. The latest triennial actuarial valuation of the scheme was at 31 March 2011. This was the second valuation for USS under the scheme-specific funding regime introduced by the Pensions Act 2004, which requires schemes to adopt a statutory funding objective, which is to have sufficient and appropriate assets to cover their technical provisions. The actuary also carries out regular reviews of the funding levels. In particular, he carries out a review of the funding level each year between triennial valuations and details of his estimate of the funding level at 31 March 2012 are also included in this note. The triennial valuation was carried out using the projected unit method. The assumptions which have the most significant effect on the result of the valuation are those relating to the rate of return on investments (i.e. the valuation rate of interest), the rates of increase in salary and pensions and the assumed rates of mortality. The financial assumptions were derived from market yields prevailing at the valuation date. An "inflation risk premium" adjustment was also included by deducting 0.3% from the market-implied inflation on account of the historically high level of inflation implied by government bonds (particularly when compared to the Bank of England's target of 2% for CPI which corresponds broadly to 2.75% for RPI per annum). To calculate the technical provisions, it was assumed that the valuation rate of interest would be 6. 1% per annum, salary increases would be 4.4% per annum (with short term general pay growth at 3.65% per annum and an additional allowance for increases in salaries due to age and promotion reflecting historic scheme experience, with a further cautionary reserve on top for past service liabilities) and pensions would increase by 3.4% per annum for 3 years following the valuation, then 2.6% thereafter. 27 FOR THE YEAR ENDED 31 JULY 2012 17. PENSION SCHEME (CONTINUED) Standard mortality tables were used as follows: Male members' S1NA ["light"] YoB tables —no age rating mortality S1NA ["light"] YoB tables —rated down year Female members' mortality 1 Use of these mortality tables reasonably reflects the actual USS experience but also provides an element of conservatism to allow for further improvements in mortality rates. The CMI 2009 projections with a 1.2'/o pa long term rate were also adopted. The assumed life expectations on retirement at age 65 are: Males (females) currently aged 65 23.7 (25.6) years Males (females) currently aged 45 25.5 (27.6) years date, the value of the assets of the scheme was 232, 433.5 million and scheme's technical provisions was F35, 343.7 million indicating a value of the the shortfall of E2, 910.2 million. The assets therefore were sufficient to cover 92'/o of the benefits which had accrued to members after allowing for expected future increases in earnings. At the valuation The actuary also valued the scheme on a number of other bases as at the valuation date. On the scheme's historic gilts basis, using a valuation rate of interest in respect of past service liabilities of 4.4'/o per annum (the expected return on gilts) the funding level was approximately 68'/o. Under the Pension Protection Fund regulations introduced by the Pensions Act 2004 the Scheme was 93'/o funded; on a buy-out basis (i.e. assuming the Scheme had discontinued on the valuation date) the assets would have been approximately 57'/o of the amount necessary to secure all the USS benefits with an insurance company; and using the FRS17 formula as if USS was a single employer scheme, using a AA bond discount rate of 5.5/o per annum based on spot yields, the actuary estimated that the funding level at 31 March 2011 was 82/o. As part of this valuation, the Trustees have determined, after consultation with the employers, a recovery plan to pay off the shortfall by 31 March 2021. The next formal triennial actuarial valuation is as at 31 March 2014. If experience up to that date is in line with the assumptions made for this current actuarial valuation and contributions are paid at the determined rates or amounts, the shortfall at 31 March 2014 is estimated to be E2.2 billion, equivalent to a funding level of 95'/o. The contribution rate will be reviewed as part of each valuation and may be reviewed more frequently. 28 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 17. PENSION SCHEME (CONTINUED) The technical provisions relate essentially to the past service liabilities and funding levels, but it is also necessary to assess the on-going cost of newly accruing benefits. The cost of future accrual was calculated using the same assumptions as those used to calculate the technical provisions but the allowance for promotional salary increases was not as high. Analysis has shown very variable levels of growth over and above general pay increases in recent years, and the salary growth assumption built into the cost of future accrual is based on more stable, historic, salary experience. However, when calculating the past service liabilities of the scheme, a cautionary reserve has been included, in addition, on account of the variability mentioned above. As at the valuation date the Scheme was still a fully Final Salary Scheme for future accruals and the prevailing employer contribution rate was 16'/0 of Salaries. Following UK government legislation, from 2011 statutory pension increases or are based on the Consumer Prices Index measure of price inflation. these Historically increases had been based on the Retail Prices Index measure of price inflation. revaluations Since the previous valuation as at 31 March 2008 there have been a number of changes to the benefits provided by the scheme although these became effective from October 2011. These include: New Entrants Other than in specific, limited circumstances, new entrants are now provided on a Career Revalued Benefits (CRB) basis rather than a Final Salary (FS) basis. Normal pension age The Normal pension age was increased for future service and new entrants, to age 65. Flexible Retirement Flexible retirement options were introduced. Member contributions increased Contributions were uplifted to 7.5'/0 p. a. and CRB Section members respectively. 6.5'/0 p. a. for FS Section members and Cost sharing the total contribution level exceeds 23.5'/0 of Salaries per annum, the employers will pay 65'/0 of the excess over 23.5'/0 and members would pay the remaining 35'/o to the fund as additional contributions. If Pension increase cap For service derived after 30 September 2011, USS will match increases in official pensions for the first 5'/0. If official pensions increase by more than 5'/0 then USS pay half of the difference up to a maximum increase of 10'/o. 29 will EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 17. PENSION SCHEME (CONTINUED) Since 31 March 2011 global investment markets have continued to fluctuate and its peak in September 2011 inflation has declined rapidly towards the year end, although the market's assessment of inflation has remained reasonably constant. The actuary has estimated that the funding level as at 31 March 2012 under the scheme specific funding regime had fallen from 92% to 77%. This estimate is based on the results from the valuation at 31 March 2011 allowing primarily for investment returns and changes to market conditions. These are cited as the two most significant factors affecting the funding positions which have been taken into account for the 31 March following 2012 estimation. On the FRS17 basis, using an AA bond discount rate of 4. 9% per annum based on spot yields, the actuary calculated that the funding level at 31 March 2012 was 74%. An estimate of the funding level measured on a historic gilts basis at that date was approximately 56%. Surpluses or deficits which arise at future valuations may impact on Eduserv's future contribution commitment. A deficit may require additional funding in the form of higher contribution requirements, where a surplus could, perhaps, be used to similarly reduce contribution requirements. The sensitivities regarding the principal assumptions used to measure the scheme liabilities on a technical provisions basis as at the date of the last triennial actuarial valuation are set out below: Assumption Change in assumption Impact on shortfall Decrease by 0.25% Increase by F1.6 billion The gap between RPI and CPI Rate of salary growth Decrease by 0.25% Increase by E1 billion Increase by 0.25% Increase by F0.6 billion Members live longer than assumed 1 year longer Increase by E0.8 billion Equity markets in isolation Fall by 25% Increase by E4.6 billion Investment return USS is a "last man standing" scheme so that in the event of the insolvency of any of the participating employers in USS, the amount of any pension funding shorffall (which cannot otherwise be recovered) in respect of that employer will be spread across the remaining participant employers and reflected in the next actuarial valuation of the scheme. 30 EDUSERV (LIMITED BY GUARANTEE) NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 JULY 2012 17. PENSION SCHEME (CONTINUED) The Trustees believe that over the long term equity investment and investment in selected alternative asset classes will provide superior returns to other investment classes. The management structure and targets set are designed to give the fund a major exposure to equities through porffolios that are diversified both geographically and by sector. The Trustee recognises that it would be theoretically possible to select investments producing income flows broadly similar to the estimated liability cash flows. However, in order to meet the long term funding objective within a level of contributions that it considers the employers would be willing to make, the Trustee needs to take on a degree of investment risk relative to the liabilities. This taking of investment risk seems to target a greater return than the matching assets would provide whilst maintaining a prudent approach to meeting the fund's liabilities. Before deciding what degree of investment risk to take relative to the liabilities, the Trustee receives advice from its internal investment team, its investment consultant and the scheme actuary, and considers the views of the employers. The positive cash flow of the scheme means that it is not necessary to realise investments to meet liabilities. The Trustee believes that this, together with the on-going flow of new entrants into the scheme and the strength of covenant of the employers enables it to take a long term view of its investments. Short term volatility of returns can be tolerated and need not feed through directly to the contribution rate although the Trustee is mindful of the desirability of keeping the funding level on the scheme's technical provisions close to or above 100% thereby minimising the risk of the introduction of deficit contributions. The actuary has confirmed that the scheme's cash flow is likely to remain positive for the next ten years or more. At 31 March 2012, USS had over 145, 000 active members and Eduserv had 93 active in the scheme. members participating The total pension cost for Eduserv was F630, 526 (2011: 2531,784). There were no outstanding contributions at the balance sheet date. The contribution rate payable by the institution was 16% of pensionable salaries. 18. RELATED PARTY TRANSACTIONS Eduserv is exempt from disclosing transactions with its subsidiary special provisions of FRS 8 —Related Party Transactions. undertaking There were no material related party transactions (other than with the subsidiary undertaking) during the year that require reporting. 31 under the