2014 Electronic Data Processing PLC Annual Report and Accounts 30 September 2014 About EDP Electronic Data Processing PLC is a leading supplier of advanced technology Software Solutions. These include ERP solutions for the Merchanting/Wholesale Distribution Industry, e-business, application hosting and Sales Intelligence Solutions together with a comprehensive range of customer support and education services. Our values > We believe in conducting our business activities with integrity, building mutually beneficial long-term relationships with all our customers, providing the highest levels of professional service at every stage. > We are committed to delivering superior value in our products and services to our customers, on a continuing basis. > We respect the individuality of each member of our staff, fostering an environment where creativity and productivity are encouraged, valued and rewarded. > We are dedicated to creating value for shareholders by performing in a manner which will enhance return on investment. Electronic Data Processing PLC is incorporated in England and Wales under Registration Number 853560 4 Electronic Data Processing PLC annual report and accounts 2011 Key Highlights Strategic report > Turnover £5.51 million (2013: £5.83 million) Governance >First half revenues impacted by delays to a number of discrete customer orders; second half revenues were consistent with those experienced in the second half of the previous financial year >Contracted recurring revenues remain strong representing 80% of total revenue (2013: 77%) >Hosting revenues continue to increase and now represent 52% of total revenues (2013: 48%) demonstrating the success of our strategy to grow the hosting/cloud side of the business Financial statements >Adjusted operating profit £553,000 (2013: £835,000) gives an operating margin of 10.0% (2013: 14.3%) > Pre-tax profit £401,000 (2013: £794,000) >Continuing commitment to R&D expenditure of £981,000 in the year (2013: £940,000) >Strong debt-free balance sheet; cash balances of £5.0 million at 30 September 2014 (2013: £5.7 million) will be used to further develop the business Notice of meeting >3p special interim dividend returned £379,000 to shareholders during the year >Final dividend maintained at 2.0p per share, making 5.0p for the full year (2013: 7.0p) >Future dividends will be reviewed according to acquisition opportunities and the overall cash position at the time. However, in view of the Company’s relatively large cash balances and as reported at the half year results, it is the Board’s current intention to pay an interim dividend of 2p per share and a final dividend of 3p per share in future years In this report Visit us online Strategic report Financial statements 1 Key Highlights 23 Independent Auditor’s Report 2 Chairman’s Statement 26 Consolidated Income Statement 3 Chief Executive’s Statement 26Consolidated Statement of Comprehensive Income 5 Key Performance Indicators 6 Principal Risks and Uncertainties 27 Consolidated Balance Sheet 8Environmental, Employee, Social, Community and Human Rights Matters Governance 28Consolidated Statement of Changes in Equity 29 Consolidated Cash Flow Statement 9 Directors and Advisers 47 Company Balance Sheet 10 Directors’ Report 48Notes to the Company Financial Statements 12 Corporate Governance 56 Five Year Statistical Record 30Notes to the Consolidated Financial Statements More information for investors, including reports, announcements and notices, at www.edp.co.uk 15 Audit Committee Report 16 Directors’ Remuneration Report 22 Statement of Directors’ Responsibilities Electronic Data Processing PLC Annual Report and Accounts 2014 1 Chairman’s Statement Sir Michael Heller Summary •Adjusted operating profit was £553,000, compared with £835,000, reflecting the reduced revenue in the first half •Hosting revenues represented 52% of total revenues during the year under review. This is the first time they have exceeded half of our turnover •The Board is proposing to maintain the final dividend at 2.0p per share giving a total for the year of 5.0p We have continued to move forwards our main products, Quantum VS and Vecta, in terms of their functionality, increasing R&D expenditure during the year to £981,000, up from £940,000 the previous year. 2 Turnover for the year to 30 September 2014 was £5.51 million compared with £5.83 million the previous year. As we reported in May, sales during the first half of the year were impacted by delays to a number of discrete customer orders. However, sales in the second half returned to more normal levels in an environment which remains competitive. Adjusted operating profit was £553,000, compared with £835,000, reflecting the reduced revenue in the first half. This underlying cash-based measure of our performance excludes non-cash IFRS charges and credits and represents an operating margin of 10.0% (2013: 14.3%). Statutory pre-tax profit for the year was £401,000 (2013: £794,000). We have continued to move forwards our main products, Quantum VS and Vecta, in terms of their functionality, increasing R&D expenditure during the year to £981,000, up from £940,000 the previous year. Hosting revenues represented 52% of total revenues during the year under review. This is the first time they have exceeded half of our turnover. Contracted recurring revenues, which include annual software licence fees and hosting charges, amounted to 80% of total revenue compared with 77% in the previous year. We have previously reported that we had accepted an offer for our property in Milton Keynes which is surplus to requirements. Regrettably this sale is now looking unlikely to proceed. Whilst we are actively exploring other opportunities to dispose of this property it is appropriate to transfer it from current assets back into fixed assets. At 30 September 2014 it is included in the Group balance sheet at £1.39 million net of depreciation. We will report any further progress in due course. We have one further surplus freehold property in Sheffield which is also included in fixed assets in the Group balance sheet at £303,000 and which is currently being marketed for sale. Electronic Data Processing PLC Annual Report and Accounts 2014 Year-end cash balances were £5.0 million (2013: £5.7 million). This is after dividends paid during the year of £631,000. We continue to be interested in using our cash balances should opportunities to acquire similar software producing businesses arise. Net assets at 30 September 2014 were £5.3 million compared to £6.1 million. The difference principally reflects a £619,000 actuarial loss on the defined benefit pension scheme following a decrease in the discount rate used to value liabilities under IAS 19. This is explained more fully in the Chief Executive’s Statement. The Board is proposing to maintain the final dividend at 2.0p per share giving a total for the year of 5.0p (2013: 7.0p). The total dividend paid to shareholders will therefore be £631,000. If approved by shareholders, the final dividend will be paid on 7 April 2015 to those shareholders on the register at 6 March 2015. The shares will be ex-dividend on 5 March 2015. We will review future dividends according to the acquisition opportunities that arise and our overall cash position at the time. However, in view of our relatively large cash balances and as reported at the time of our half year results, it is our current intention to pay an interim dividend of 2p per share and a final dividend of 3p per share in future years. I would like to thank all our members of staff and my colleagues on the Board for their contribution during the year. Whilst we expect to face a number of challenges in the coming year, which are addressed in the Chief Executive’s Statement, we have made appropriate changes within the business in anticipation of this and I remain confident about the future. Sir Michael Heller Chairman 16 December 2014 Chief Executive’s Statement Summary •Contracted recurring revenues during the period under review represented 80% of our total revenues •R&D expenditure increased to £981,000 from £940,000 The upgrade of our existing customers to Quantum VS, our latest ERP solution for distributors, has continued during the year under review. Pleasingly we have also signed a number of new business customers for Quantum. Whilst Quantum provides an excellent choice for the majority of the existing users of our legacy applications it is unrealistic to expect that all of them will migrate. We therefore expect to see higher “churn” of customers in coming years than has traditionally been the case. It is therefore important that we increase our new business sales efforts to address this. Accordingly we have recently strengthened our lead generation and new business sales teams. In common with many other software vendors, we continue to see a move away from upfront revenues towards stronger ongoing subscription revenues, particularly with Vecta, as the Cloud/SaaS business model continues to gain traction. Whilst the impact of this has again been modest during the year, we expect the trend to continue. We are continuing to see keen price competition in the markets for both Quantum VS and Vecta and it is important therefore that we continue to invest in R&D to ensure that our products remain attractive. During the year under review R&D expenditure increased to £981,000 from £940,000. We reported at the half year that one of our major customers acquired a competitor software business. They have recently completed their transition to that business’s product which will impact our revenues in the current financial year by approximately £300,000. Whilst these factors combined will undoubtedly put some pressure on our revenues in the coming year, we have identified annual cost savings (after strengthening our new business sales team) within the business amounting to £200,000 which have already been implemented after the period end. These relate to personnel and property/establishment costs. We expect to achieve further annual cost savings of circa £75,000 in 12 to 24 months’ time as we reduce the property costs associated Business model Our business model revolves around supplying our software products under long-term contracts either in the form of traditional on-site licencing arrangements or cloud-based, hosted service level agreements. These long-term agreements provide us with good visibility of revenues from our existing customers for up to 5 years. Contracted recurring revenues during the period under review represented 80% of our total revenues. The rest of our revenues have traditionally been derived from our initial software licence fees, hosting joining fees and the provision of implementation, training and consultancy services. In addition, we supply a small amount of computer hardware and maintenance to certain customers which is generally low margin. Our business model is strong. We continue to manage our cost base prudently and monitor working capital carefully. Strategy Our strategy is to deliver software solutions that offer clear business benefits, assisting our customers to generate sales growth or to create efficiencies and drive down costs in their business. We have aimed to increase the number of customers who receive their software through the Cloud, and we have been doing so for 14 years from our hosting centre in Milton Keynes, thereby strengthening our commitment to our customers and vice versa. We have two main product groups – software applications for distributors and merchants, where Quantum VS is our latest product; and Vecta, our award-winning CRM and Business Intelligence (BI) product. The products are complementary with many of our customers using both. Whilst Quantum focusses on a number of discrete sectors within distribution, Vecta has a wider target market across a broader range of verticals. Quantum VS provides the core of our customers’ business. The product and market are characterised by long relationships with customers but also lengthy sales cycles which typically, and in common with other suppliers of similar applications, can be over 12 months. Vecta balances this with much shorter sales cycles, sometimes measured in weeks, and shorter implementation times. Electronic Data Processing PLC Annual Report and Accounts 2014 3 Notice of meeting Our strategy is to deliver software solutions that offer clear business benefits, assisting our customers to generate sales growth or to create efficiencies and drive down costs in their business. It is pleasing to note that the proportion of our revenues delivered through our hosting centre has exceeded 50% for the first time. This reflects our strategy to grow the hosting/cloud computing side of the business. with operating our current satellite office locations. We will continue to manage our cost base prudently and seek opportunities to reduce costs wherever possible without affecting our ability to deliver our products and services to our customers. Financial statements •Our cash balances at 30 September 2014 were £5.0 million (2013: £5.67 million) Our turnover for the year to 30 September 2014 was £5.51 million, a 5% reduction from last year’s £5.83 million. As we noted when we reported our interim results, turnover in the first half was impacted by delays to a number of discrete customer orders during February and March. Second half revenues were consistent with those experienced in the second half of the previous financial year. Governance •Turnover in the first half was impacted by delays to a number of discrete customer orders during February and March. Second half revenues were consistent with those experienced in the second half of the previous financial year Strategic report Julian Wassell Chief Executive’s Statement continued Julian Wassell “We have significantly strengthened our development and product management resource during the year to further accelerate the delivery of new functionality.” Quantum VS Quantum VS is a graphical software application focussed on a number of vertical markets within the distribution sector including: •builders and timber merchants •suppliers of fixings and fastenings •industrial and security products •electrical wholesalers •food distributors Our strategy has been and remains to develop a single software application which provides: •primarily, a clear upgrade path for our existing customers by bringing into this single product the key functionality from our established distribution applications – Merchant, Charisma, Esprit and The Business Programme; •a software application to exploit new business opportunities in the markets we address; and •a platform for continued enhancements in functionality. We have significantly strengthened our development and product management resource during the year to further accelerate the delivery of new functionality. New functionality delivered during the year includes integrated telephony (TAPI), improved credit card handling, new signature pad functionality and the introduction of mega menus to improve navigation throughout the product. Quantum has also recently been released on an SQL database which will improve access to data and reporting capabilities. Looking ahead, in 2015 we will be releasing a new document scanning and archiving solution together with a completely new e-business solution for our customers. Vecta Vecta is a powerful, combined CRM and Business Intelligence (BI) product which assists businesses to drive sales. It is positioned between the major CRM products, which typically do not deliver sales analysis, and traditional BI tools. Our aim is to provide an essential tool that will fulfil all the CRM and sales intelligence requirements of a broad range of businesses without the need for a separate third-party CRM solution. Vecta is optimised for the latest internet browsers which facilitate its use on a wide range of devices whether desktop or mobile. Vecta is now exclusively delivered though the cloud. We have continued to add new features during the year and I am delighted to report that Vecta won the “Software Innovation Solution of the Year” and “SME Solution of the Year” categories at the industry renowned European IT & Software Excellence Awards for 2014. We have a major new release of Vecta planned for the first half of 2015. This will use the latest technologies to deliver an improved look and feel and provide a platform to ensure that Vecta remains an essential tool for our customers’ management and sales teams into the future. Hosting/cloud computing We have offered our customers the facility to have their software hosted at our own purpose-built facility in Milton Keynes for many years. This gives our customers a single IT provider for their software, hardware and operating system requirements. For the first time, hosting now represents more than half of our revenues, at 52% (2013: 48%). The number of hosted customers has also increased to 184 at 30 September 2014 from 172 a year earlier. The following graph illustrates the growth in recent years in the proportion of our revenues which are delivered in this way. Financial review Turnover for the year was £5.5 million compared with £5.8 million in the previous year. Revenues in the first and second halves were £2.6 million and £2.9 million respectively (2013: £2.9 million and £2.9 million respectively). Recurring revenues increased to 80% of total revenues from 77% last year. Adjusted operating profit for the year was £553,000 compared with £835,000 last year. Our operating margin therefore was 10.0% compared with 14.3%. Adjusted operating profit is calculated after adding back a net charge of £198,000 (2013: £126,000) relating to a number of non-cash items which arise under IFRS, principally amortisation of intangible assets, defined benefit pension scheme charges and the capitalisation and amortisation of development costs. Statutory pre-tax profit was £401,000 compared to £794,000 last year. This reflects the impact of reduced turnover during the year together with a one-off IFRS charge of £60,000 resulting from our decision to close the defined benefit pension scheme to future accrual, and a £95,000 increase in the level of R&D charged in the income statement under IFRS. R&D expenditure, which relates principally to the continued enhancement of Quantum VS and Vecta, increased to £981,000 from £940,000 last year. Of this £79,000 (2013: £118,000) was capitalised as required by IAS 38. Amortisation of previously capitalised R&D amounted to £36,000 (2013: £21,000). The amount charged in the income statement in respect of the current year has therefore increased to £938,000 from £843,000 last year. As a result of lower interest rates available on our surplus cash balances our interest income during the year was £46,000 compared with £85,000 last year. The tax credit of £3,000 on pre-tax profit of £401,000 arises due to the receipt of additional tax relief on qualifying Research and Development expenditure. We expect Hosted vs non-hosted revenues 100% 80% 89% 84% 81% 77% 70% 66% 30% 34% 2010 2011 57% 52% 48% 43% 48% 52% 60% 40% 20% 0% 11% 2006 16% 19% 23% 2007 2008 2009 2012 2013 Hosted 4 Electronic Data Processing PLC Annual Report and Accounts 2014 2014 Non-hosted Strategic report to be able to continue to benefit from the Government’s initiatives in this area in the coming year. Earnings per share was 3.21p or 3.16p on a fully diluted basis (2013: 4.68p and 4.63p). The most recent triennial actuarial valuation of the scheme at 31 July 2013 has recently been completed and this showed a small surplus on an ongoing funding basis. The defined benefit pension scheme comprises a grouped funding arrangement whose sole asset is a with-profits insurance policy backed by corporate bonds. Under the accounting rules prescribed by IAS 19 the scheme asset is valued at the insurance policy’s discontinuance surrender value at the period end. This valuation does not take into account the guaranteed annuity rates which have been secured by the policy and which are included in the ongoing scheme funding valuation. We have previously reported that we were consulting with members regarding closing the scheme to future accrual. This was completed during the year effective from 31 August 2014. This closure to future accrual has given rise to a one-off curtailment charge in the income statement of £60,000. The three remaining affected members have transferred into our group money purchase pension scheme. As a result of the matters described above, net assets reduced to £5.34 million from £6.15 million. Net assets per share amounted to 42.4p (2013: 49.1p). We are actively pursuing other opportunities to dispose of this property. In the short term we have let the property to a charitable organisation and, whilst this doesn’t generate significant rental income, we are currently mitigating business rates of £52,000 per annum effective from July this year. An eventual disposal of this property will generate total annual cost savings of around £87,000. This includes, inter alia, the £52,000 business rates referred to above and £19,000 of depreciation. The remaining property, which is an industrial unit in Sheffield, is included in fixed assets at a value of £303,000. We have changed property agents during the year and continue to market the property. Annual cost savings of £35,000 (including £4,000 depreciation) would be achievable if we dispose of the property. Outlook We have a strong product and services offering, a robust business model and considerable financial strength which will enable us to meet the challenges we will face in the forthcoming year. Having strengthened our sales team we expect to be well positioned to take advantage of those new business opportunities which do arise. Finally, I would like to thank all of my colleagues throughout the business for their hard work and commitment during the year. Level of software and service revenues Revenue from software and services reduced by 5% in FY14. Sales of software and services account for 97% of total Group revenues in FY14, with the remainder comprising low margin hardware sales and hardware maintenance. Notice of meeting Pension The liability relating to the Group’s defined benefit pension scheme increased by £931,000 (£745,000 net of deferred tax). The Group balance sheet reflects a gross liability in respect of this scheme of £1.975 million (£1.580 million net of deferred tax). The increase in the liability arises mainly from an actuarial loss resulting from a significant reduction in the discount rate used to value the scheme liabilities. Under IAS 19 the discount rate is equivalent to the yield available on AA-rated corporate bonds. We have previously reported that we had accepted an offer to sell one of these properties (which is in Milton Keynes) and, as a result, had categorised it in the Group balance sheet as an asset held for sale at its expected net sale proceeds of £1.42 million. Disappointingly, it now appears that the purchaser is unable to proceed with the transaction and accordingly we have transferred the property back into fixed assets in the Group balance sheet. At 30 September 2014 it is stated at £1.39 million net of depreciation. Financial statements Cash balances at 30 September 2014 were £5.0 million (2013: £5.67 million). Operating cash flows were £336,000. In addition we received £48,000 in interest on our cash deposits. Dividends paid returned £631,000 to shareholders. Other significant cash outflows were £144,000 corporation tax and £176,000 of capital expenditure. Property In addition to the hosting centre in Milton Keynes we have two further freehold properties, both of which are surplus to operational requirements. Key Performance Indicators The following financial KPIs are used by the Board to review the performance of the business: Governance “Vecta won the ‘Software Innovation Solution of the Year’ and ‘SME Solution of the Year’ categories at the industry renowned European IT & Software Excellence Awards for 2014.” Adjusted operating profit margin Our adjusted operating margin was 10.0% in FY14 compared with 14.3% in FY13. Adjusted operating margin is calculated using operating profit excluding certain non-cash IFRS adjustments relating to amortisation of intangible assets, defined benefit pension scheme charges and capitalisation/amortisation of development costs. Level of contracted recurring revenues Recurring revenues represent 80% of total revenues in FY14 up from 77% in FY13. Recurring revenues underpin our business model and principally comprise contracted ongoing software licences and hosting fees. Level and growth of hosted revenues 52% of our revenues were delivered though our hosting centre in FY14 compared with 48% in FY13. Julian Wassell Chief Executive 16 December 2014 Electronic Data Processing PLC Annual Report and Accounts 2014 5 Principal Risks and Uncertainties We operate in a changing economic and technological environment that presents risks, many of which are driven by factors that we cannot control or predict. The key risks and uncertainties facing EDP and the measures taken to mitigate these risks are as follows: Systems and networks Product technology advances External economic factors 6 Risk Potential impact Mitigation EDP’s business operations rely significantly on the efficient and uninterrupted operation of its information technology systems and networks. Any damage or interruption to EDP’s networks, however caused, could have a material adverse effect on the delivery of our products and services. We continually review and test the security of internal systems and networks and have developed recovery plans in the event of systems disruption. Our computer network may be vulnerable to unauthorised access, viruses and other disruptive problems. A party that is able to override security measures could misappropriate proprietary information or cause disruption to our operations. Where reliance is placed upon externally provided systems and networks we undertake regular performance ability reviews and ensure that contracts provide for an appropriate level of service maintenance. The markets in which EDP operates are characterised by evolving technology, market practices and industry standards. Competitors could develop superior products or more cost-effective techniques which could render our products uncompetitive or less acceptable to the market. This could result in the loss of new revenue opportunities or the non-renewal of contracts by existing customers. We have an ongoing commitment to research and development which allows us to identify and adapt to any technological and market changes that do occur thereby ensuring that our products continue to meet the demands of our customers. Restricted availability of finance for businesses and a stagnant or recessionary economy could have an adverse effect on the prospects for EDP, as potential customers, particularly in the builders and timber merchants sectors may scale back their IT plans in response to funding difficulties and/or reduced prospects for their businesses. We seek to ensure that a significant proportion of our revenues are derived from long-term contracts with our customers, that our products appeal to businesses operating in a range of business sectors and that payments for our recurring fees are received annually in advance. As with most other businesses in the UK, our operations can be adversely affected by a significant downturn in the economy. Electronic Data Processing PLC Annual Report and Accounts 2014 During the year ended 30 September 2014 we strengthened our development and product management resource. Strategic report Governance Mitigation Competitor activity EDP operates in a competitive environment. New entrants to our marketplace and actions taken by existing competitors could have an impact on our levels of business activity and product pricing in the market generally. We endeavour to provide excellent customer support together with high quality products at a competitive price in order to develop and protect strong customer relationships. Key employees In common with all people‑based businesses, our success will, to a significant extent, be dependent on the experience of the Board and senior management. The retention of the services of EDP’s key employees cannot be guaranteed. The loss of key employees could We are continually focused have a material adverse effect on the need to recruit, retain, on EDP. reward and motivate staff with the appropriate skills. The failure to retain and develop key technical skills and product knowledge could hinder EDP’s future prospects. Electronic Data Processing PLC Annual Report and Accounts 2014 Notice of meeting Potential impact Financial statements Risk 7 Environmental, Employee, Social, Community and Human Rights Matters Environmental information The Group’s operations, which are principally software development and hosting, by their nature have a minimal impact on the environment. Nevertheless, the Group is committed to minimising the impact of its activities on the environment through initiatives such as the provision of fuel-efficient cars to company car drivers and encouraging waste recycling at Group locations. Greenhouse gas emissions During the year ended 30 September 2014 the Group purchased 599,000 kWh (2013: 603,000 kWh) of electricity, the majority of which was used at the Group’s hosting centre in Milton Keynes. Using the 2014 conversion factor for grid electricity published by Defra this equated to 296 tonnes (2013: 269 tonnes) of carbon dioxide equivalent emitted. This equated to approximately 4.4 tonnes (2013: 3.84 tonnes) per Group employee. The Group also operates a fleet of 26 cars. During the year ended 30 September 2014 the total carbon dioxide equivalent emitted by the vehicles, calculated from the manufacturers’ emissions rating for each car, was 107 tonnes (2013: 110 tonnes). This equated to an average of 4.1 tonnes per vehicle (2013: 4.2 tonnes). Employee information At the end of the financial year, the Group employed 67 people. This figure includes 5 Executive and 2 Non-Executive Directors, all of whom are male. There are 4 senior managers, three of whom are male and one female. Of the remaining 56 employees, 40 are male and 16 are female. Employee, social, community and human rights Our company values are long established having been set out at the head of our annual report for many years. They are set out below: •We believe in conducting our business activities with integrity, building mutually beneficial long-term relationships with all our customers, providing the highest levels of professional service at every stage. •We are committed to delivering superior value in our products and services to our customers, on a continuing basis. •We respect the individuality of each member of our staff fostering an environment where creativity and productivity are encouraged, valued and rewarded. •We are dedicated to creating value for shareholders by performing in a manner which will enhance return on investment. The Group does not have any other significant environmental, employee, social, community or human rights issues. Approval of Strategic Report The Strategic Report on pages 1 to 8 was approved by the Board on 16 December 2014. Julian Wassell Chief Executive 8 Electronic Data Processing PLC Annual Report and Accounts 2014 Directors and Advisers Strategic report Governance Directors Sir Michael Heller Chairman, Non-Executive Chief Executive P. A. Davey Sales P. J. Davies Application Software Products A. R. Heller Non-Executive C. R. Spicer Network Services J. M. Storey Finance Secretary J. M. Storey 4th Floor, Fountain Precinct Balm Green Sheffield S1 2JA Auditor KPMG LLP Chartered Accountants 1 The Embankment Neville Street Leeds LS1 4DW Bankers HSBC Bank plc Corporate Finance 125 Colmore Row Birmingham B3 3SD Interim results May 2015 Stockbrokers Westhouse Securities Ltd Heron Tower 110 Bishopsgate London EC2N 4AY Registrars and transfer office Capita Asset Services The Registry 34 Beckenham Road Beckenham Kent BR3 4TU Notice of meeting Registered office Financial Calendar Annual General Meeting 24 March 2015 Financial statements J. H. Wassell Financial advisers BDO LLP Telephone 0871 664 0300 (calls cost 10p per minute + network extras, lines are open 8.30am–5.30pm Mon–Fri) +44 208 639 3399 for overseas callers Website www.capitaassetservices.com E-mail shareholderenquiries@capita.co.uk Carmel House 49–63 Fargate Sheffield S1 2HD Solicitors Irwin Mitchell LLP Riverside East 2 Millsands Sheffield S3 8DT Wake Smith LLP 68 Clarkehouse Road Sheffield S10 2LJ Electronic Data Processing PLC Annual Report and Accounts 2014 9 Directors’ Report The Directors present their annual report and financial statements for the year ended 30 September 2014. Future developments and going concern An indication of future developments in the Group’s business is given in the Strategic Report and is incorporated in this Directors’ Report by reference. A review of the impact of the current economic environment on the going concern assumption is given in the Corporate Governance Report. Financial statements and results The Group financial statements for the period under review have been prepared under International Financial Reporting Standards as adopted by the EU. The Parent Company financial statements have been prepared under UK GAAP. The Group income statement for the year to 30 September 2014 is shown on page 26. The Group profit for the year before taxation amounted to £401,000 (2013: £794,000), with turnover of £5,508,000 (2013: £5,827,000). After a tax credit of £3,000 (2013: charge of £207,000), the profit for the year attributable to equity shareholders was £404,000 (2013: £587,000). Dividends A special interim dividend of 3.0p per share was paid on 1 August 2014. The Directors propose the payment of a final dividend of 2.0p per share, making a total of 5.0p per share (2013: 7.0p). Subject to shareholders’ approval, the final dividend will be paid on 7 April 2015 to shareholders whose names appear on the register at close of business on 6 March 2015. Share capital Details of the issued share capital and the rights attaching to those shares are contained in note 21 to the financial statements. The Company holds 1,173,097 ordinary shares in treasury which were purchased by the Company in a previous financial year and represent 9.3% of the called up share capital. At the forthcoming Annual General Meeting, further to the ordinary business to be dealt with, the following resolutions will be considered: An Ordinary Resolution will be proposed to give the Directors authority to allot ordinary shares representing 33 1/3% of the issued share capital of the Company. In addition a Special Resolution will be proposed to disapply the statutory pre-emption provisions of Section 561 of the Companies Act 2006 in respect of any rights issues and for cash issues up to an amount of 5% of the issued share capital of the Company. The Directors consider that it would be advantageous for the Company to be in a position to purchase its own ordinary shares. Accordingly, a Special Resolution will be proposed at the Annual General Meeting to renew the existing authority to purchase up to 10% of the issued share capital of the Company. The Directors intend to seek to renew the authority at each subsequent Annual General Meeting. Directors The Directors at the date of this report, all of whom served throughout the year, are shown on page 9. The Directors retiring by rotation are Mr A. R. Heller and Mr P. J. Davies and, being eligible, offer themselves for re-election. Paul Davies has a service contract with the Company, dated 13 May 2008, which operates on a continuous basis and is terminable on six months’ notice. Andrew Heller does not have a service contract with the Company. Andrew Heller was appointed to the Board as a Non-Executive Director in 2009. He is a Chartered Accountant and Managing Director of Bisichi Mining PLC, a listed mining company. Paul Davies has been a Director since 2001. He joined BML (Office Computers) Ltd in 1984, prior to its acquisition by the Group in 1995. Previously Paul worked in IT within the distribution sector for a number of years. Details of Directors’ interests in shares and share options are given in the Directors’ Remuneration Report on pages 16 to 21. There were no changes in the Directors’ interests in shares or share options up to 16 December 2014. There were no contracts of significance subsisting during or at the end of the financial year in which a Director of the Company is or was materially interested. 10 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Substantial shareholdings At 16 December 2014 the only institutions or persons to have notified the Company of holdings of 3% or more are Sir Michael Heller (28.30%), Boyles Fund I, LP (17.04%), Olesen Value Fund, LP (3.03%) and Ewing Morris & Co. Investment Partners Ltd (3.37%). Greenhouse gas emissions Details of the Group’s emissions of greenhouse gases are given in the Strategic Report on page 8. Governance Research and development Group policy is to invest in product innovation and improvement at a level designed to enable it to retain and enhance its market position. Corporate governance Corporate governance disclosures required to be included in the Directors’ Report can be found in the Corporate Governance Report on pages 12 to 14. Directors’ statement as to disclosure of information to auditor The Directors who were members of the Board on the date the Directors’ Report was approved have confirmed the following: •to the best of each Director’s knowledge and belief there is no information relevant to their report of which the auditor is unaware; and •each Director has taken all the steps a Director might reasonably be expected to take to be aware of relevant audit information and to establish that it has been communicated to the auditor. Financial statements Auditor In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG LLP as auditor of the Company is to be proposed at the forthcoming Annual General Meeting. Responsibility statement of the Directors in respect of the annual financial report We confirm that to the best of our knowledge: •the annual report and financial statements, taken as a whole, provides the information necessary to assess the Company’s performance, business model and strategy and is fair, balanced and understandable; and •the Strategic Report includes a fair review of the development and performance of the business and the position of the Issuer and the undertakings included in the consolidation taken as a whole, together with a description of the principal risks and uncertainties that they face. The Directors are shown on page 9. By order of the Board J. M. Storey Director 16 December 2014 Electronic Data Processing PLC Annual Report and Accounts 2014 11 Notice of meeting •the financial statements, prepared in accordance with the applicable set of accounting standards, give a true and fair view of the assets, liabilities, financial position and profit of the Company and the undertakings included in the consolidation as a whole; Corporate Governance The Group is committed to high standards of corporate governance appropriate to its size and structure. The Board recognises its responsibility to the Company’s shareholders for good corporate governance and in doing so has given careful consideration to the principles of the UK Corporate Governance Code (the “Code”) (September 2012 edition) as set out below. The Board acknowledges its responsibility for ensuring that the annual report and accounts, taken as a whole, is fair, balanced and understandable and provides the information necessary for shareholders to assess the Company’s performance, business model and strategy. Board structure and meetings During the year under review the Board of Directors comprised five Executive Directors and two Non-Executive Directors. The Non-Executive Chairman is responsible for the overall leadership of the Board and ensuring its effectiveness on all aspects of its role. The Board is responsible for overall strategy and consideration of significant financial and operational matters including the identification and assessment of the risks the Company faces. The Non-Executive Directors are encouraged to constructively challenge the Executive Directors and help develop proposals on strategy. In addition to his role as Non-Executive Chairman of the Company, Sir Michael Heller is Executive Chairman of London & Associated Properties PLC and Bisichi Mining PLC, both of which are listed on the London Stock Exchange. The Board met on five occasions during the year and has met on one occasion since the year end. All Directors attended the five Board meetings held during the year with the exception of A. R. Heller who attended four. In addition the Executive Directors met on five further occasions during the year. The meetings were attended by all Executive Directors. These meetings allow prompt decision making and assist in the control of strategic, financial and operational issues. To enable them to carry out their responsibilities, all Directors have full and timely access to all relevant information. Directors are able to seek independent advice at the expense of the Company. Internal control The Directors are responsible for establishing and maintaining the Group’s system of internal control and have a process, which is updated when required, for reviewing its effectiveness. Such a system is designed to manage rather than eliminate the risk of failure to achieve business objectives and can provide reasonable, but not absolute, assurance against material misstatement or loss. There is an organisational structure in place, with clearly defined lines of responsibility and delegated authority, which is incorporated within the Group’s policy and procedure directives. Board approval is required for a number of matters, the most significant of which are: •published financial statements; •acquisitions policy; and •dividend policy. The following matters require the approval of the Executive Directors: •capital expenditure and disposals; •treasury procedures and investment policy; and •banking arrangements. There is an ongoing process for identifying, evaluating and managing the significant risks faced by the Company, which has been in place for the year under review and up to the date of the approval of the annual report and accounts. This is regularly reviewed by the Board of Directors and accords with the revised Turnbull guidance. A detailed budget is prepared covering all of the Group’s operations. This budget is reviewed and approved by the Board. Detailed monthly management accounts are prepared on a timely basis comparing actual performance of the Group with budget and prior year. Any significant variances are investigated and appropriate action taken. Management reports are produced regularly and include information on sales, gross profit, overheads, cumulative performance, cash flow and treasury matters. The Board has reviewed the effectiveness of the Group’s system of internal controls during the period. Together with senior management, the Board has identified, evaluated and managed the significant risks facing the Group. The Board will amend the specific control procedures which are put in place to reduce these risks whenever appropriate in order to meet the demands imposed by the business sector in which the Group operates. 12 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Audit committee A description of the composition and activities of the audit committee is given in the Audit Committee Report on page 15. The remuneration committee is responsible for determining the remuneration packages and other terms and conditions for the Executive Directors. Mr J. H. Wassell is not involved in determining his own remuneration. The Non-Executive Directors serving on the remuneration committee are not involved in determining their own individual remuneration. Individual Director’s remuneration is detailed in the Directors’ Remuneration Report. The remuneration committee held one meeting during the year and was attended by all members. The Board does not have a formal policy on diversity. Appointments to the Board are recommended by the nomination committee on the basis of the experience and abilities of the candidate, regardless of gender or race. Going concern The Group’s business activities, together with the factors likely to affect its future development, performance and position along with the financial position of the Group, its cash flows and liquidity position, are described in the Strategic Report on pages 1 to 8. In addition note 18 to the financial statements includes details of the Group’s financial instruments and its exposures to credit risk and liquidity risk. Notice of meeting The Group has considerable financial resources together with a significant proportion of the Group’s revenues being derived from long-term contracts with established customers. As a consequence, the Directors believe that the Group is well placed to manage its business risks successfully. After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual report and accounts. Share capital Details of the Company’s share capital structure are given in the Directors’ Report and in note 21 to these financial statements. Internal audit The Board reviews from time to time whether there is a need for an internal audit function and on its last review concluded that, due to the size of the Group and the internal controls that are currently in place, no specific function is required at the present time. Investor relations The Group enters into dialogue with both institutional and private shareholders at the AGM and also on an ad-hoc basis during the year. All Directors are required to attend the AGM in order, among other things, to ensure they develop an understanding of the views of the Company’s shareholders. A separate resolution is held for each issue at the AGM. It is the Directors’ intention that all shareholders will receive at least 20 working days’ notice of the AGM. The Group publishes its annual report and accounts and interim report along with other information on its website at www.edp.co.uk. Electronic Data Processing PLC Annual Report and Accounts 2014 Financial statements Nomination committee The nomination committee comprises Sir Michael Heller, Mr A. R. Heller and Mr J. H. Wassell. The committee is responsible for proposing candidates for appointment to the Board, having regard to the balance of skills, experience and knowledge of the Company on the Board, how the Board works together as a unit and other factors relevant to its effectiveness. The committee did not formally meet during the year as the current composition of the Board is considered by the committee to be appropriate. The Board consider the structure of the committee to be appropriate given the size of the Company. All Directors are subject to re-election at a maximum of every three years. Governance Remuneration committee The remuneration committee comprises Sir Michael Heller, Mr A. R. Heller and Mr J. H. Wassell. The Board considers the structure of the remuneration committee to be appropriate given the size of the Company. 13 Corporate Governance continued Compliance The Group complied with the provisions of the Code throughout the period under review other than as detailed below: (a)The Group’s Non-Executive Directors have not been appointed for specified terms. The Board considers that because of the requirement for the Non-Executive Directors to stand for re-election at least every three years, specified terms are not required. The Code prescribes that Non-Executive Directors should be appointed for specified terms (B.2.3). (b)The Board is aware that the two Non-Executive Directors are not regarded as independent for the purposes of the Code. As a result there is no senior independent Non-Executive Director and the Company therefore does not apply Code provisions A.4.1 and A.4.2. The Board considers that the structure of the Board is appropriate for the size and complexity of the Company. (c)The Board considers that it is appropriate to operate a continual, informal evaluation process given the size and complexity of the Company. The Code prescribes that the Board should state in the annual report how the performance evaluation of the Board, its committees and its individual Directors has been conducted (B.6.1). (d)The audit committee and remuneration committee are both chaired by the Non-Executive Chairman and as a result the Company does not fully comply with Code provisions C.3.1 and D.2.1. The nomination committee has no independent Non-Executive Directors serving on it and consequently the Company does not comply fully with provision B.2.1. The Board considers that the structure of the Board committees is appropriate for the size and complexity of the Company. (e)The Non-Executive Chairman, who has served on the Board for over nine years, stands for election every three years rather than every year as prescribed by provision B.7.1. The Board considers this is appropriate given the Company’s size and complexity. By order of the Board J. M. Storey Director 16 December 2014 14 Electronic Data Processing PLC Annual Report and Accounts 2014 Audit Committee Report Strategic report The audit committee comprises the two Non-Executive Directors, Sir Michael Heller and Andrew Heller, both of whom are Chartered Accountants. The Board considers the structure of the audit committee to be appropriate considering the size and complexity of the Group. The committee’s terms of reference, which have been approved by the Board, are available on request from the company secretary. Governance The main responsibilities of the audit committee are: •to monitor the adequacy of the Group’s internal financial controls; •to take primary responsibility for appointing and re-appointing auditors; •to review and monitor the scope, results and cost effectiveness of the external audit process; •to monitor the procedures in place to safeguard the objectivity of the auditor and its independence in relation to non-audit services; •to review the key assumptions and estimates or judgements that have been applied by management in the published financial statements; and The audit committee meets three times during the year. Meetings are held prior to publication of the annual results and half-year results. A meeting is also held just after the year end to review, among other things, the significant judgements and estimates made by management in preparing the financial statements. During this meeting the external auditor presents its strategy document. Both members of the committee, along with the Chief Executive and Finance Director, attended all meetings. The external auditor attended two meetings. The committee has concluded that given the size and complexity of the Group there is no current need for an internal audit function. The committee has considered the following significant accounting issues and areas of estimation and judgement in relation to these financial statements: Financial statements •to consider the need for an internal audit function. •We considered the accounting policy, as presented by the Finance Director in a paper prepared for the committee, relating to recognition of revenue and whether the established policy was still appropriate for the business. We were content that the current policy was still appropriate. We were satisfied that the Group’s internal controls for ensuring that revenues were allocated to the correct period were effective. •We considered the approach taken by management in updating the key assumptions used in the valuation of the Group’s defined benefit pension scheme, following guidance from the independent scheme actuary, and were content that the approach was appropriate. •We considered the processes put in place by management, as presented by the Finance Director in a paper prepared for the committee, for the identification and recording of expenditure on software development which is capitalised and amortised under IAS 38. We were satisfied that these processes were appropriate. The committee has considered the effectiveness and quality of the external audit process. A key element of this is a review of the auditor’s formal Audit Strategy Document which is presented to the committee prior to the commencement of the annual audit. This document highlights to the committee the auditor’s assessment of audit materiality and the key audit focus areas. It also includes a formal assessment of the auditor’s independence. The Group’s auditors, KPMG LLP, and their legacy predecessors, have been in place since 1965. In line with the audit profession’s own ethical guidance the audit engagement partner is rotated every five years. The committee has considered whether it is appropriate to put the external audit contract out to tender. It has concluded that currently there is no requirement to conduct a tender process. The committee has also reviewed the procedures that are in place to safeguard the objectivity of the auditor and its independence in relation to non-audit services. The auditor is excluded from undertaking a range of work on behalf of the Group which includes appraisal or valuation services, management functions, litigation support and accounting and remuneration services. An analysis of the fees paid to the auditor in respect of non-audit work is shown in note 5, of which most relates to the preparation and submission of the Group’s corporation tax computations. Auditor independence is safeguarded by ensuring that the auditor is not involved in the preparation of the current and deferred tax provisions for the financial statements. Sir Michael Heller Chairman – Audit Committee 16 December 2014 Electronic Data Processing PLC Annual Report and Accounts 2014 15 Notice of meeting •We considered the judgements made by management in the year end valuation of the Group’s freehold properties, in particular those properties which were being marketed for sale. We were content that management’s estimate of residual values reflected the currently available market evidence. We considered management’s judgement that the property formerly held as a current asset no longer met the definition for classification as a current asset in the light of the current status of offers on the property. Directors’ Remuneration Report Remuneration Committee Chairman’s Statement I am pleased to present the Directors’ Remuneration Report for the year ended 30 September 2014. The Directors’ Remuneration Policy, which became effective on 1 October 2014, was approved by shareholders at the Company’s Annual General Meeting (AGM) on 27 March 2014. Of those shareholders who voted on this resolution, some 99.98% voted in favour of the policy. The policy will apply for the period commencing 1 October 2014 until the 2017 AGM unless approval for a change in the policy is sought during this time. As described in the Policy Report, the remuneration committee concluded that the pre-existing arrangements for remunerating the Executive Directors were an appropriate basis for framing the new policy and will be implemented accordingly. As we will not be proposing a resolution to approve the Directors’ remuneration policy at the forthcoming AGM, and in accordance with The Large and Medium-sized Companies and Groups (Accounts and Reports) (Amendment) Regulations 2013, we have not included a separate Directors’ Remuneration Policy Report within this Remuneration Report. A copy of the current Directors’ remuneration policy, which can be found on pages 20 to 25 of the Group’s 2013 annual report and accounts, is on the Company’s website, www.edp.co.uk, or can be obtained by writing to the Company Secretary. The arrangements that were in place in the year for remunerating the Directors were substantially the same as those that have been put in place from 1 October 2014. The remuneration committee has used its discretion not to award the Executive Directors a bonus this year. During the year the pension arrangements that were in place for one Director, C. R. Spicer, were amended. Until 31 August 2014 Mr Spicer was an active member of the Group’s defined benefit scheme. Following a consultation process with affected members, the scheme was closed to future accrual on 31 August 2014 and from that date Mr Spicer will accrue no further benefits in the scheme. From 1 September 2014 Mr Spicer became a member of the Group’s defined contribution scheme. The Group will contribute to this scheme at the rates reported in the current Directors’ remuneration policy. Sir Michael Heller Chairman – Remuneration Committee 16 December 2014 16 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Annual Report on Remuneration Audited information Single figure for total remuneration The remuneration received by the Directors who served during the year is set out below: Notional value of vesting share options £ Total £ Salary £ Benefits £ 95,000 76,000 76,000 76,000 70,750 11,871 13,772 13,206 12,791 8,514 — — — — — 6,650 5,320 5,320 9,691 4,953 113,521 95,092 94,526 98,482 84,217 — — — — — 113,521 95,092 94,526 98,482 84,217 50,000 10,000 12,684 — — — — — 62,684 10,000 — — 62,684 10,000 453,750 72,838 — 31,934 558,522 — 558,522 Salary £ Benefits £ Bonus and commission £ Pension £ Total before share options £ Notional value of vesting share options £ Total £ 95,000 76,000 76,000 76,000 67,000 11,333 12,932 12,406 11,911 7,690 24,300 19,230 18,900 18,900 12,000 6,650 5,320 5,320 19,039 4,690 137,283 113,482 112,626 125,850 91,380 44,100 22,050 22,050 22,050 11,025 181,383 135,532 134,676 147,900 102,405 42,500 10,000 15,573 — — — — — 58,073 10,000 — — 58,073 10,000 442,500 71,845 93,330 41,019 648,694 121,275 769,969 Financial statements Executive J. H. Wassell P. A. Davey P. J. Davies C. R. Spicer J. M. Storey Non-Executive Sir Michael Heller A. R. Heller Pension £ Total before share options £ Bonus and commission £ Governance 2014 2013 Benefits comprise company car, private fuel, private healthcare and telephone costs. All outstanding share options were granted on 30 September 2010 and vested on 30 September 2013. The notional value of the share options vesting is calculated by multiplying the total number of options by the closing middle market price of EDP shares at the date on which the shares vest and deducting the cash amount that the individual would be required to pay should they exercise their option to acquire the shares. Electronic Data Processing PLC Annual Report and Accounts 2014 17 Notice of meeting Executive J. H. Wassell P. A. Davey P. J. Davies C. R. Spicer J. M. Storey Non-Executive Sir Michael Heller A. R. Heller Directors’ Remuneration Report continued Annual Report on Remuneration continued Audited information continued Directors’ pension entitlements Details of the pension entitlements of the Director who participates in the Group’s defined benefit pension scheme are as follows: C. R. Spicer Current service period Deferred benefits from a prior service period Normal retirement date Accrued pension entitlement at 30 September 2014 £ Accrued pension entitlement at 30 September 2013 £ 30 September 2018 30 September 2018 18,861 12,849 17,775 12,511 31,710 30,286 No additional benefit is expected under the scheme rules on early retirement before normal retirement date. The scheme closed to future accrual with effect from 31 August 2014 and C. R. Spicer became a deferred member from that date. From 1 September 2014 C. R. Spicer became a member of the Group’s money purchase pension scheme with the Group contributing 13% of pensionable salary for three years. Thereafter the Group’s contribution will be 3% of pensionable salary. The other Executive Directors are members of money purchase personal pension schemes and are entitled to have contributions paid in by the Group at the rate of 7% of pensionable salary. Directors’ shareholding and share interests Directors’ interests in the issued share capital of the Company at 30 September 2014 and 30 September 2013 were as follows: Number of shares 2014 Beneficial Sir Michael Heller J. H. Wassell P. A. Davey P. J. Davies A. R. Heller C. R. Spicer J. M. Storey * Includes 407,750 shares in which Mr A. R. Heller has a non-beneficial interest. 18 Electronic Data Processing PLC Annual Report and Accounts 2014 2,571,050 95,000 14,000 13,000 — 1,000 5,000 2013 Non-beneficial 997,500* — — — 407,750 — — Beneficial 2,571,050 15,000 14,000 13,000 — 1,000 5,000 Non-beneficial 997,500* — — — 407,750 — — Strategic report Number of options 1 October 2013 Granted in year 45.5p 45.5p 45.5p 45.5p 45.5p 180,000 90,000 90,000 90,000 45,000 — — — — — 495,000 — Exercised in year 30 September 2014 Exercisable from Exercisable to (80,000) — — — — 100,000 90,000 90,000 90,000 45,000 30/09/2013 30/09/2013 30/09/2013 30/09/2013 30/09/2013 29/09/2020 29/09/2020 29/09/2020 29/09/2020 29/09/2020 (80,000) 415,000 None of the Executive Directors were awarded interests in the share option plan during the year and therefore no separate table of scheme interests awarded during the financial year has been presented. There are no other schemes in operation. All share options had a grant date of 30 September 2010. None of the share options are subject to performance measures. The middle market price of Electronic Data Processing PLC ordinary shares at 30 September 2014 was 76.5p. During the year the share price ranged between 67.0p and 86.5p. 250 Notice of meeting Unaudited information Performance graph The following graph shows the Group’s performance, measured by total shareholder return, compared with the FTSE Small Cap index since 1 October 2009. The Directors have chosen this index as it gives an indication of performance compared against a large spread of smaller quoted companies. — FTSE Small Cap — Electronic Data Processing PLC 200 150 100 50 0 2009 2010 2011 2012 2013 2014 The vertical axis represents an index where holdings of shares in both EDP and a representative holding of shares in the FTSE Small Cap index are based at 100 on 1 October 2009. Electronic Data Processing PLC Annual Report and Accounts 2014 Financial statements J. H. Wassell P. A. Davey P. J. Davies C. R. Spicer J. M. Storey Exercise price Governance Annual Report on Remuneration continued Audited information continued Directors’ shareholding and share interests continued Details of options granted to Directors who served during the year under the Company’s Enterprise Management Incentive Share Option plan are as follows: 19 Directors’ Remuneration Report continued Annual Report on Remuneration continued Unaudited information continued Chief Executive remuneration The remuneration of the Chief Executive, J. H. Wassell, since 2009 is shown below: Total remuneration 2009 £ 2010 £ 2011 £ 2012 £ 121,800 135,155 139,196 138,477 2013 £ 181,383* 2014 £ 113,521 * The total remuneration figure for 2013 includes £44,100 in respect of the notional value of share options vesting in the period. With regard to the maximum bonus that could have been awarded in 2014, this is not set by individual Executive Director. The total amount of bonus awarded to the Executive Directors is ordinarily set at 10% of the Group’s adjusted operating profit for the year. This is therefore also the maximum bonus that can be awarded to the Executive Directors collectively. The allocation between individual Directors is decided on an annual basis taking into account individual and collective performance and level of experience as a Director. The bonus is awarded at the discretion of the remuneration committee. For the year ended 30 September 2014 no bonus has been awarded to the Executive Directors. The share options that vested in 2013 represented 100% of the total number that could have vested in that year. The percentage change in the remuneration of J. H. Wassell compared to that of all employees of the Group as a whole is shown below: J. H. Wassell All employees Salary Benefits 0.0% 0.0% 4.7% 0.0% Bonus (100.0%) * * The bonus scheme is applicable to Executive Directors only. The salaries of all Group employees excluding the Directors are reviewed on 1 November each year. At the 1 November 2013 review date employee salaries were not changed. In addition individual employee salaries are reviewed in cases of increased responsibility, greater experience or exceptional performance. The salaries of the Executive Directors are reviewed on 1 December each year. At the 1 December 2013 review date the Directors’ salaries did not change with the exception of J. M. Storey whose annual salary increased by 6.7%. Relative importance of spend on pay The total expenditure of the Group on remuneration to all employees compared to distributions to shareholders is shown below: Employee remuneration 2014 £’000 2013 £’000 2,987 3,100 Distributions to shareholders Ordinary dividends Special dividends 252 379 251 626 Total 631 877 20 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Annual Report on Remuneration continued Unaudited information continued Shareholder voting Details of the votes of shareholders at the Company’s AGM on 27 March 2014 relating to remuneration are shown below: % of votes against Number of votes withheld 99.98% 99.98% 0.02% 0.02% — — Governance Resolution to approve the Directors’ Remuneration Report Resolution to approve the future Directors’ Remuneration Policy % of votes for The Directors’ Remuneration Report was approved by the Board and signed on its behalf by: Financial statements Sir Michael Heller Director 16 December 2014 Notice of meeting Electronic Data Processing PLC Annual Report and Accounts 2014 21 Statement of Directors’ Responsibilities in respect of the annual report and the financial statements The Directors are responsible for preparing the annual report and the Group and Parent Company financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare Group and Parent Company financial statements for each financial year. Under that law they are required to prepare the Group financial statements in accordance with IFRS as adopted by the EU and applicable law and have elected to prepare the Parent Company financial statements in accordance with UK Accounting Standards. 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 of the Group and Parent Company and of their profit or loss for that period. In preparing each of the Group and Parent Company financial statements, the Directors are required to: •select suitable accounting policies and then apply them consistently; •make judgements and estimates that are reasonable and prudent; •for the Group financial statements, state whether they have been prepared in accordance with IFRSs as adopted by the EU; •for the Parent Company financial statements, state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the Parent Company financial statements; and •prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Parent Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Parent Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and enable them to ensure that its financial statements comply with the Companies Act 2006. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities. Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report, Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that comply with that law and those regulations. The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the UK governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. 22 Electronic Data Processing PLC Annual Report and Accounts 2014 Independent Auditor’s Report Strategic report to the members of Electronic Data Processing PLC only Opinions and conclusions arising from our audit 1. Our opinion on the financial statements is unmodified We have audited the financial statements of Electronic Data Processing PLC for the year ended 30 September 2014 set out on pages 26 to 55. In our opinion: •the Group financial statements have been properly prepared in accordance with International Financial Reporting Standards as adopted by the European Union; Governance •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 30 September 2014 and of the Group’s profit for the year then ended; •the Parent Company financial statements have been properly prepared in accordance with UK Accounting Standards; and •the financial statements have been prepared in accordance with the requirements of the Companies Act 2006 and, as regards the Group financial statements, Article 4 of the IAS Regulation. Revenue recognition (revenue £5,508,000; deferred income £1,931,000) Refer to page 15 (Audit Committee Report), page 32 (Accounting Policy) and page 40 (financial disclosures). •The risk – The Group’s contracts with its customers involve the delivery of multiple services. Revenue recognition within the Group requires the separate recognition of revenue for each service on an appropriate basis and the spreading of the revenue over the period of service, resulting in significant deferred income balances. Although the contracts entered into by the Group are of limited complexity and variety, there are a large number of transactions to be processed. Financial statements 2. Our assessment of risks of material misstatement In arriving at our audit opinion above on the financial statements the risks of material misstatement that had the greatest effect on our audit were as follows: •Our response – In this area our audit procedures included: •testing of the design of controls over the allocation of revenue to separate components of the transaction and the allocation of revenue across periods; and •trend analysis on the amount of revenue and deferred revenue, the average life of customer contracts and the number of customers and recalculation of the deferred revenue balances. We also considered the adequacy of the Group’s disclosures in respect of amounts recognised as revenue and deferred revenue. Defined benefit pension scheme (£1,975,000) Refer to page 15 (Audit Committee Report), page 32 (Accounting Policy) and pages 42 to 44 (financial disclosures). •The risk – The Group operates a defined benefit pension scheme. The closed scheme has an extremely small number of members (in terms of active and deferred members, and also those currently receiving pensions). An assessment of the underlying valuation of the scheme requires significant estimates to be applied, and, due to the small membership, a small change in certain of these estimates could have a material effect on the Group’s results and financial position. •Our response – In this area our audit procedures included comparing the Group’s assumptions to market data as well as, with the support of our own actuarial specialist, our own assessments in relation to key inputs such as inflation rates, discount rates, increases in pay, increases in pension payments, increases for deferred pensioners and, in particular, mortality rates. We also assessed the adequacy of the Group’s disclosures in relation to the assumptions applied in determining the defined benefit liability. Capitalised development costs (£277,000) Refer to page 15 (Audit Committee Report), page 32 (Accounting Policy) and page 39 (financial disclosures). •The risk – Software project development costs are required to be capitalised (and subsequently amortised) if they meet the criteria of relevant accounting standards, which require, among other things, an assessment of the future out-turn of the project. These costs are otherwise expensed as incurred. The capitalisation criteria are inherently judgmental and there is a risk that qualifying projects may not be identified. There is also a risk that costs attributable to such projects may be misstated. •Our response – Our audit procedures included analysis of the current year’s expensed costs to identify un-capitalised projects and obtaining and corroborating, for example by reference to publicly available information, such as product and upgrade release dates, the Group’s explanations for why such costs have not been capitalised. For qualifying projects we considered the Group’s assessment of their future technical and financial prospects by reference to our knowledge of the Group’s business and our experience of the industry; we re-performed the Group’s calculation of staff costs attributable to qualifying projects, and considered our analysis of un-capitalised costs to identify any overlooked attributable costs. We also assessed the adequacy of the Group’s disclosures in respect of capitalised development costs. Electronic Data Processing PLC Annual Report and Accounts 2014 23 Notice of meeting •consideration of the appropriateness and consistency of the Group’s approach to allocating revenue to each component of a transaction. Where the Group determines the fair value of individual components by reference to costs incurred, this included making an assessment of the level of costs incurred or to be incurred in comparison to prior periods. This included consideration of our sector knowledge and in particular how similar companies recognise revenue across the lifetime of a software license contract; Independent Auditor’s Report continued to the members of Electronic Data Processing PLC only Opinions and conclusions arising from our audit continued 2. Our assessment of risks of material misstatement continued In our audit report for the year ended 31 December 2013 we included the valuation of property classified as held for sale as one of the risks of material misstatement that had the greatest effect on our audit. We considered this risk to be less significant in the current year as following a reclassification in the year to non-current assets as a result of changes in the Directors’ expectations of the probability of disposal of the property, the Group no longer has any property classified as held for sale. 3. Our application of materiality and an overview of the scope of our audit The materiality for the Group financial statements as a whole was set at £39,000, determined with reference to a benchmark of Group profit before taxation (of which it represents 9.7%). We report to the Audit Committee any corrected and uncorrected identified misstatements exceeding £2,000 in addition to other identified misstatements that warranted reporting on qualitative grounds. Audits for group reporting purposes were performed by the Group audit team at all 5 of the Group’s reporting components, all of which are in the UK. These audits covered 100% of: total Group revenue, Group profit before taxation and total Group assets. Component materiality levels were set individually for each component having regard to the mix of size and risk profile of the Group across the components, and ranged from £11,200 to £27,000. 4. Our opinion on other matters prescribed by the Companies Act 2006 is unmodified In our opinion: •the part of the Directors’ Remuneration Report to be audited has been properly prepared in accordance with the Companies Act 2006; and •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. 5. We have nothing to report in respect of matters on which we are required to report by exception Under ISAs (UK and Ireland) we are required to report to you if, based on the knowledge we acquired during our audit, we have identified other information in the annual report that contains a material inconsistency with either that knowledge or the financial statements, a material misstatement of fact, or that is otherwise misleading. In particular, we are required to report to you if: •we have identified material inconsistencies between the knowledge we acquired during our audit and the Directors’ statement that they consider that the annual report and financial statements taken as a whole is fair, balanced and understandable and provides the information necessary for shareholders to assess the Group’s performance, business model and strategy; or •the Audit Committee Report does not appropriately address matters communicated by us to the audit committee. Under the Companies Act 2006 we are required 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 and the part of the Directors’ Remuneration Report to be audited 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. Under the Listing Rules we are required to review: •the Directors’ statement, set out on page 13, in relation to going concern; and •the part of the Corporate Governance Statement on pages 12 to 14 relating to the Company’s compliance with the nine provisions of the 2010 UK Corporate Governance Code specified for our review. We have nothing to report in respect of the above responsibilities. 24 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Financial statements David Morritt (Senior Statutory Auditor) for and on behalf of KPMG LLP, Statutory Auditor Chartered Accountants 1 The Embankment Neville Street Leeds LS1 4DW 16 December 2014 Governance Scope and responsibilities As explained more fully in the Directors’ Responsibilities Statement set out on page 22, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. A description of the scope of an audit of financial statements is provided on the Financial Reporting Council’s website at www.frc.org.uk/auditscopeukprivate. This report is made solely to the Company’s members as a body and is subject to important explanations and disclaimers regarding our responsibilities, published on our website at www.kpmg.com/uk/auditscopeukco2014a, which are incorporated into this report as if set out in full and should be read to provide an understanding of the purpose of this report, the work we have undertaken and the basis of our opinions. Notice of meeting Electronic Data Processing PLC Annual Report and Accounts 2014 25 Consolidated Income Statement for the year ended 30 September 2014 Note 2014 £’000 2013 £’000 3 5,508 5,827 Revenue Gross profit 5,074 5,419 Administrative expenses (4,719) (4,710) Operating profit 355 709 Finance income 46 85 Profit before tax 401 794 3 (207) 404 587 Income tax credit/(expense) 4 7 Profit for the period attributable to equity holders of the parent Earnings per share – Basic 8 3.21p 4.68p – Diluted 8 3.16p 4.63p 2014 £’000 2013 £’000 404 587 Consolidated Statement of Comprehensive Income for the year ended 30 September 2014 Profit for the period Other comprehensive income Items that will not be reclassified to profit or loss: Remeasurement (losses)/gains on defined benefit pension scheme (774) 169 Income tax on other comprehensive income 155 (32) Other comprehensive income for the period, net of tax (619) 137 Total comprehensive income for the period attributable to equity holders of the parent (215) 724 26 Electronic Data Processing PLC Annual Report and Accounts 2014 Consolidated Balance Sheet Strategic report at 30 September 2014 Note 2014 £’000 2013 £’000 Property, plant and equipment 10 3,097 1,743 Deferred tax asset 20 395 209 Intangible assets 11 356 322 3,848 2,274 67 81 Non-current assets Governance Current assets 12 Trade and other receivables 13 1,546 1,537 Cash and cash equivalents 14 4,984 5,667 Assets held for sale 15 — 1,423 6,597 8,708 10,445 10,982 Total assets Financial statements Inventories Current liabilities Deferred income 16 Trade and other payables 17 (1,914) (2,291) (16) (177) (1,068) (1,195) (2,998) (3,663) Non-current liabilities Deferred income 16 (17) (57) Employee benefits 19 (1,975) (1,044) Deferred tax liability 20 (113) (70) (2,105) (1,171) Total liabilities (5,103) (4,834) Net assets 5,342 6,148 Equity Share capital 689 689 Share premium 21 119 119 Capital redemption reserve 625 625 (587) (627) Treasury shares 21 Retained earnings 4,496 5,342 Total equity attributable to equity holders of the parent 5,342 6,148 These financial statements were approved by the Board of Directors on 16 December 2014 and were signed on its behalf by: Sir Michael Heller Directors Julian Wassell Electronic Data Processing PLC, registered number 853560 Electronic Data Processing PLC Annual Report and Accounts 2014 27 Notice of meeting Income tax payable Consolidated Statement of Changes in Equity for the year ended 30 September 2014 Share capital £’000 Share premium £’000 Capital redemption reserve £’000 689 119 625 — — – remeasurement gain on defined benefit pension scheme net of tax — Total comprehensive income Retained earnings £’000 Total £’000 (627) 5,464 6,270 — — 587 587 — — — 137 137 — — — — 724 724 – share-based payment transactions — — — — 9 9 – deferred tax on share-based payment transactions — — — — 22 22 – dividends paid — — — — (877) (877) Total transactions with owners — — — — (846) (846) 689 119 625 (627) 5,342 6,148 Share capital £’000 Share premium £’000 Capital redemption reserve £’000 Retained earnings £’000 Total £’000 689 119 625 (627) 5,342 6,148 — — — — 404 404 – remeasurement loss on defined benefit pension scheme net of tax — — — — (619) (619) Total comprehensive income — — — — (215) (215) – share-based payment transactions — — — — 1 1 – deferred tax on share-based payment transactions — — — — 2 2 – issue of shares out of treasury — — — 40 (3) 37 – dividends paid — — — — (631) (631) Total transactions with owners — — — 40 (631) (591) 689 119 625 4,496 5,342 Balance at 1 October 2012 Profit for the period Treasury shares £’000 Other comprehensive income: Transactions with owners: Balance at 30 September 2013 Balance at 1 October 2013 Profit for the period Treasury shares £’000 Other comprehensive income: Transactions with owners: Balance at 30 September 2014 28 Electronic Data Processing PLC Annual Report and Accounts 2014 (587) Consolidated Cash Flow Statement Strategic report for the year ended 30 September 2014 2014 £’000 2013 £’000 404 587 Depreciation 248 193 Amortisation 126 158 — 2 Transfer of inventory (to)/from property, plant and equipment (10) 5 Defined benefit pension charge net of employer contributions 157 93 Finance income (46) (85) Income tax (credit)/expense (3) 207 Change in inventories 14 Cash flows from operating activities Adjustments for: Net loss on disposal of property, plant and equipment (11) 1 Change in payables (127) (116) Change in deferred income (417) (162) Equity settled share-based payment transactions 9 336 890 48 98 Income taxes paid (144) (173) Net cash from operating activities 240 815 (176) (235) Purchase of intangible assets (81) (6) Development expenditure (79) (118) 7 440 Cash received from operations Interest received Cash flows from investing activities Purchase of property, plant and equipment Proceeds from sale of property, plant and equipment Net cash (used in)/generated by investing activities (329) 81 37 — Cash flows from financing activities Issue of shares out of treasury Dividends paid (631) (877) Net cash used in financing activities (594) (877) Net (decrease)/increase in cash and cash equivalents (683) 19 Cash and cash equivalents at beginning of period 5,667 5,648 Cash and cash equivalents at end of period (note 14) 4,984 5,667 Electronic Data Processing PLC Annual Report and Accounts 2014 29 Notice of meeting 1 Financial statements Change in receivables (2) Governance Profit for the period Notes to the Consolidated Financial Statements (forming part of the financial statements) 1. Reporting entity Electronic Data Processing PLC is a public limited company listed on the London Stock Exchange and incorporated and domiciled in England. The principal activity of the Company is the provision of computer software solutions. The address of the Company’s registered office is 4th Floor, Fountain Precinct, Balm Green, Sheffield S1 2JA. Statement of compliance The Group’s financial statements have been prepared and approved by the Directors in accordance with International Financial Reporting Standards as adopted by the EU (“adopted IFRS”) as they apply to the financial statements of the Group for the year ended 30 September 2014 and applied in accordance with the provisions of the Companies Act 2006. The principal accounting policies of the Group are set out in note 2. The Company has elected to prepare its Parent Company financial statements in accordance with UK GAAP and these are presented on pages 47 to 55. The Company is taking advantage of the exemption in s408 of the Companies Act 2006 not to present its individual income statement and related notes. 2. Significant accounting policies The significant accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in these Group financial statements. Basis of preparation The financial statements have been prepared in accordance with adopted IFRS and under the historical cost basis except as described elsewhere in note 2. Basis of consolidation The consolidated financial statements incorporate the accounts of Electronic Data Processing PLC and all its subsidiaries. Such accounts are all made up to 30 September 2014. Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control passes. Intragroup balances, and any unrealised gains and losses or income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. Functional and presentational currency The financial statements are presented in sterling, which is the Group’s presentational currency. The Parent Company’s functional currency is sterling. All financial information presented in sterling has been rounded to the nearest thousand. Foreign currency Sales to overseas customers which are denominated in foreign currencies are translated into sterling at the exchange rate ruling at the date of the transaction. Monetary assets resulting from sales denominated in foreign currencies at the balance sheet date are retranslated into sterling at the exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Revenue The Group’s revenues derive from a number of sources which are described below. All revenue excludes value added tax and any sales between Group companies. Revenue relating to future periods is deferred. Revenue is recognised to the extent that it is probable the economic benefits will flow to the Group and the revenue can be reliably measured. The Group’s software revenues are broken down into initial licence fees, upfront hosting charges and recurring software usage charges. Initial licence fees are recognised as revenue in full on delivery of the software following receipt of a non-cancellable contract as the Group considers that at this point all of the significant risks and rewards of ownership of the licence have been transferred to the customer. Upfront hosting charges are recognised as revenue on provision of access to the Group’s servers following receipt of a signed non-cancellable contract. Recurring software usage charges and periodic hosting service charges are recognised evenly over the period to which they relate. Other software related revenues are mainly from the provision of professional services including implementation, training and consultancy. This revenue is recognised when the services have been performed. Sales of computer equipment are recognised on delivery to customers and equipment maintenance charges are recognised evenly over the period to which they relate. Property, plant and equipment Property, plant and equipment is stated at cost or deemed cost less accumulated depreciation and impairment losses. Land is not depreciated. The Directors assess the residual values and useful economic lives of the properties on an annual basis. Depreciation is provided so as to write off the cost, or deemed cost, less the estimated residual value of each asset in equal instalments over its estimated useful life from the time it becomes operational, at the following rates: Freehold property – 1 to 2% Motor vehicles – 20 to 33% Fixtures, fittings and equipment – 15 to 25% 30 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report Research and development Expenditure on research activities, undertaken with the prospect of gaining new technical knowledge and understanding, is recognised in the income statement as incurred. Capitalised development expenditure is measured at cost less accumulated amortisation and accumulated impairment losses. Amortisation is based on the cost of an asset less its residual value. Capitalised software development costs are amortised over a period of between five and seven years on a straight line basis and amortised from the time the asset becomes available for use. Inventories Inventories are valued at the lower of purchase cost and net realisable value. Trade and other receivables Trade receivables, which generally have terms of up to thirty days, are recognised and carried at original invoice amount less an allowance for any uncollectable amounts. Provision is made where there is objective evidence that the Group will not be able to collect part or all of a debt. Bad debts are written off as identified. Assets held for sale A non-current asset is classified as held for sale if, at the balance sheet date, its carrying value will be recovered principally through sale rather than through continuing use, it is available for immediate sale and that sale is highly probable within one year. On initial classification as held for sale, non-current assets are measured at the lower of previous carrying amount and fair value less costs to sell, with any adjustments taken to the income statement. The same applies to gains and losses subsequent to re-measurement. Leasing transactions Operating lease rentals are charged to the income statement on a straight line basis over the period of the lease. Deferred income Deferred income represents that portion of licence fees, hosting charges and maintenance contracts taken out by customers but which relate to a future period. Taxes Tax on the Group’s profit or loss for the period comprises current and deferred tax. Tax is recognised in the income statement except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustments to tax payable in respect of prior years. Deferred tax is provided on the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. The amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amounts of assets and liabilities using tax rates enacted or substantively enacted at the balance sheet date. A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which the asset can be utilised. Electronic Data Processing PLC Annual Report and Accounts 2014 31 Notice of meeting Cash and cash equivalents Cash and cash equivalents at the balance sheet date comprise cash on hand and short-term deposits, net of bank overdrafts. Financial statements Development activities involve a plan or design for the production of new or substantially improved products and processes. Development expenditure is capitalised only if development costs can be measured reliably, the product or process is technically and commercially feasible, future economic benefits are probable, and the Group intends to and has sufficient resources to complete development and to use or sell the asset. The expenditure capitalised includes the cost of materials, direct labour and overheads that are directly attributable to preparing the asset for its intended use. Other development expenditure not meeting these criteria is recognised in the income statement as incurred. Governance 2. Significant accounting policies continued Software intellectual property rights Assets are initially carried at cost, including any incidental expenses of acquisition. Following initial recognition, they are carried at cost less any accumulated amortisation and accumulated impairment losses. Software intellectual property rights are amortised over a period of between four and ten years on a straight line basis and amortised from the time the software is brought into use. Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 2. Significant accounting policies continued Employee benefits – pensions The Group operates both defined contribution and defined benefit pension schemes. The premiums relating to defined contribution schemes are charged to the income statement in the period in which they accrue. The Group’s net obligation in respect of its defined benefit pension scheme is calculated by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods. That benefit is discounted to determine its present value, and the fair value of the scheme assets is deducted. The calculation is performed by a qualified actuary using the projected unit credit method. Remeasurement gains and losses arising from changes in actuarial assumptions, plan experience and differences between the expected and actual return on plan assets are recognised in “other comprehensive income” in the statement of comprehensive income in the year in which they occur. All other movements in the pension asset or liability are recognised in the income statement for the relevant period. Share-based payment transactions The Company operates a share option scheme for certain employees. The fair value of the share options is calculated at the date of grant using a Black-Scholes model. The fair value is then recognised as an employee expense on a straight line basis over the vesting period with a corresponding increase in equity. Equity The nature and purpose of each reserve included within equity is as follows: Share capital The balance classified as share capital includes the nominal value on issue of the Company’s equity share capital, comprising 5p ordinary shares. Share premium The balance classified as share premium represents the premium paid on the issue of the Company’s equity share capital. Capital redemption reserve The balance classified as capital redemption reserve represents the nominal value of issued share capital repurchased by the Company. Treasury shares When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares classified as treasury shares are presented as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity, and the resulting surplus or deficit on the transaction is transferred to or from retained earnings. Significant judgements and estimates Judgements and estimates made by the Directors in the application of these accounting policies may have a significant effect on the financial statements with a significant risk of material adjustment in the next year. The main areas of estimation and accounting judgement are: Employee benefits The calculation of the deficit or surplus on the Group’s defined benefit pension scheme is based on a number of actuarial assumptions including discount rate, future rate of inflation and future changes in mortality rates. These assumptions are reviewed regularly by the Directors with the scheme actuary. Software intellectual property rights The Group reviews annually the carrying value of assets to determine if there has been any impairment. These reviews require the use of estimates of the future cash flows generated by the asset. Freehold property valuation and classification The Group’s freehold property is stated at cost or deemed cost less accumulated depreciation and impairment losses. The Directors make judgements annually about the carrying value of freehold property and make estimates of residual values and useful economic lives. They also apply judgement about the likely timing of future disposals when determining which of the Group’s vacant properties should be re-classified as an asset held for sale. Development costs The Directors review annually the Group’s software development projects and assess which of those projects qualify for capitalisation under IAS 38. An assessment is made of projects capitalised in prior periods to determine if there has been any impairment. Revenue recognition The key area of judgement in respect of revenue recognition is the timing of recognition of software licensing and hosting revenues which involves assessing which revenues are recognised immediately and which are deferred and recognised over time. 32 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 2. Significant accounting policies continued Financial risk management The Group has exposure to the following risks from its use of financial instruments: •credit risk; Governance •liquidity risk; and •market risk. This note presents material information about the Group’s exposure to each of the above risks, the Group’s objectives, policies and procedures for measuring and managing risk, and the Group’s management of capital. Further quantitative disclosures are included throughout these financial statements. Credit risk 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 investments. The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each customer and also the markets in which they operate. The Group is not exposed through a significant volume of sales transactions with any single customer. All new customers are reviewed before the Group’s standard payment and delivery terms and conditions are offered. The Group establishes an allowance for impairment that represents its estimate of incurred losses in respect of trade and other receivables on a line by line basis. Financial statements The Board of Directors has overall responsibility for the establishment and overseeing of the Group’s risk management framework. The Group’s risk management policies are established to identify and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Group, through its training and management standards and procedures, aims to develop a disciplined and constructive control environment in which all employees understand their roles and obligations. The Group limits its exposure to credit risk by only investing surplus cash in recognised UK-based banks. Market risk Market risk is the risk that changes in market prices, such as foreign exchange and interest rates, will affect the Group’s income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return. The Group has a small number of customers based in the US who are invoiced in US dollars along with a small number of European-based customers who are invoiced in euros. As these revenues represent approximately 1.6% of total turnover, the Group does not enter into any hedging transactions. All other Group sales to overseas customers are denominated in sterling and therefore they do not present a foreign currency risk. The Group does not have any significant monetary assets and liabilities that are not denominated in the functional currency of the operating unit involved. As the Group has significant cash deposits, changes in interest rates could have a significant impact on the Group’s results. Capital management The Board’s policy is to maintain a strong capital base, defined as total equity, so as to maintain investor, creditor and market confidence and to sustain future development of the business. Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements. Electronic Data Processing PLC Annual Report and Accounts 2014 33 Notice of meeting 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 is currently debt free and has significant cash resources. It therefore considers the risk to be low at the present time. The Group does not trade in financial instruments. Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 2. Significant accounting policies continued New standards not applied The IASB has issued the following standards with an effective date after the date of these financial statements and early adoption has not been applied: Effective for accounting periods beginning on or after International Accounting Standards (IFRS/IAS) IFRS 9 Financial Instruments IFRS 10 (amended October 2012) Consolidated Financial Statements IFRS 11 (amended May 2014) Joint Arrangements IFRS 12 (amended October 2012) Disclosure of Interests in Other Entities IFRS 14 Regulatory Deferral Accounts IFRS 15 Revenue from Contracts with Customers IAS 16 (amended May and June 2014) Property, Plant and Equipment IAS 19 (amended November 2013) Employee Benefits IAS 27 (amended August 2014) Separate Financial Statements IAS 32 (amended December 2011) Financial Instruments: Presentation IAS 36 (amended May 2013) Impairment of Assets IAS 38 (amended May 2014) Intangible Assets IAS 39 (amended June 2013) Financial Instruments: Recognition and Measurement IAS 41 (amended June 2014) Agriculture Amendments to various standards resulting from Annual Improvements 2010–2012 Cycle Amendments to various standards resulting from Annual Improvements 2011–2013 Cycle IFRIC interpretations IFRIC 21 Levies 1 January 2018 1 January 2014 1 January 2016 1 January 2014 1 January 2016 1 January 2017 1 January 2016 1 July 2014 1 January 2016 1 January 2014 1 January 2014 1 January 2016 1 January 2014 1 January 2016 1 July 2014 1 July 2014 1 January 2014 The Directors are currently assessing the likely impact that adoption of IFRS 15 Revenue from Contracts with Customers will have on the Group’s financial statements in the period of initial application. It is not anticipated that application of the remaining new standards, interpretations and amendments to existing standards will have a material effect on the Group’s financial statements when first applied. 3. Segmental analysis The Group has identified its reportable segment based on the financial reports that internally are provided to the Group’s chief operating decision maker (CODM). In line with its management structure, the Executive Directors collectively make the key operating decisions and review internal monthly management accounts and budgets as part of this process. Accordingly, the Executive Directors collectively are considered to be the CODM. The information reported regularly to the CODM presents the Group as a single segment supplying software and related services to customers operating in similar markets. The Group’s software products share a common sales, development and implementation resource. Consequently the Group has determined that there is one operating segment and therefore one reportable segment, Software. Segment performance is measured based on segment profit before tax excluding IAS 19 defined benefit pension scheme adjustments and profits or losses on property disposals or revaluations. Revenue – external customers Software 2014 £’000 Software 2013 £’000 5,508 5,827 Profit Adjusted operating profit Segment non-cash net IFRS charge Interest revenue 553 (41) 46 835 (33) 85 Segment profit before tax Defined benefit pension scheme charge net of employer contributions 558 (157) 887 (93) Consolidated profit before tax 401 794 Other segment items Interest revenue Depreciation and amortisation Capital expenditure 46 374 257 85 351 241 34 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 3. Segmental analysis continued Geographical analysis Geographical segment revenues, based on the geographical location of customers, are as follows: 2013 £’000 5,271 237 5,601 226 5,508 5,827 2014 £’000 2013 £’000 Depreciation Amortisation of intangible assets Operating lease rentals: 248 126 193 158 – plant and machinery – property Research and development expenditure 53 184 902 51 186 822 2014 £’000 2013 £’000 18 12 14 10 18 12 13 6 54 49 United Kingdom Rest of the world Governance 2014 £’000 Revenue by destination All of the Group’s non-current assets are located in the United Kingdom. 4. Operating profit Financial statements This is stated after charging: 5. Auditor’s remuneration Amounts payable to the auditor in respect of both audit and non-audit services was as follows: 6. Employee information The average number of persons employed by the Group (including Executive Directors) during the year, analysed by category, was as follows: Number of employees Sales and administration Support, development and network services 2014 2013 17 51 18 52 68 70 2014 £’000 2013 £’000 2,588 303 95 1 2,675 312 104 9 2,987 3,100 The aggregate payroll costs of these persons were as follows: Salaries Social security costs Other pension costs Equity settled share-based payment transactions Aggregate Directors’ emoluments amounted to £526,588 (2013: £607,675). Details of Directors’ remuneration are given in the Directors’ Remuneration Report. Retirement benefits are accruing to five Directors (2013: four) under money purchase pension schemes and one Director (2013: one) under defined benefit pension schemes. The total amount contributed by the Group in respect of the money purchase schemes was £23,066 (2013: £21,980). Electronic Data Processing PLC Annual Report and Accounts 2014 35 Notice of meeting Audit of these financial statements Audit of financial statements of subsidiaries Taxation services Other services Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 7. Income tax Income tax (credit)/expense comprises: 2014 £’000 Current tax United Kingdom corporation tax Tax over provided in prior years 85 (101) 176 (6) (16) 170 6 2 5 11 22 4 Group deferred tax 13 37 Income tax (credit)/expense (3) 207 Group current tax Deferred tax Origination and reversal of temporary differences Effect of decrease in the tax rate Adjustments in respect of prior years 2013 £’000 Factors affecting the tax charge for the year The tax assessed for the year differs from the standard rate of corporation tax in the UK of 22% (2013: 23.5%). The differences are explained below: Profit before tax Profit multiplied by standard rate of corporation tax of 22% (2013: 23.5%) Effects of: Expenses not deductible for tax purposes Benefit of small companies rate of tax and marginal relief Corporation tax – adjustment in respect of prior periods Deferred tax – adjustment in respect of prior periods Deferred tax – effect of rate change Total income tax (credit)/expense 2014 £’000 2013 £’000 401 794 88 187 10 (7) (101) 5 2 6 (6) (6) 4 22 (3) 207 The 2014 corporation tax adjustment in respect of prior years relates to refunds received in respect of claims for R&D tax relief. No provision has been made for a deferred tax asset in the form of future capital losses on the disposal of those of the Group’s freehold properties that are available for sale as there is significant uncertainty as to whether such losses would be utilised in the future. Factors affecting future tax charges The main rate of UK corporation tax will reduce to 20% from 1 April 2015 and this will reduce the Group’s future tax charge accordingly. The Group had no unutilised trading tax losses carried forward at 30 September 2014 (2013: £nil). 36 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 8. Earnings per share Basic earnings per share Earnings per share is calculated by dividing the profit for the period attributable to equity holders of the parent of £404,000 (2013: £587,000) by 12,589,497 (2013: 12,530,976), being the weighted average number of shares in issue during the year. 2014 Number 2013 Number Issued ordinary shares at 1 October excluding treasury shares Effect of share options exercised 12,530,976 58,521 12,530,976 — Weighted average number of ordinary shares at 30 September 12,589,497 12,530,976 Governance The weighted average number of shares has been calculated as follows: Basic earnings per share is 3.21p (2013: 4.68p). Diluted earnings per share is calculated by dividing the profit after tax of £404,000 (2013: £587,000) by 12,784,690 (2013: 12,666,864), being the weighted average number of shares in issue adjusted for the effects of all dilutive potential ordinary shares. The weighted average number of shares has been calculated as follows: 2013 Number Weighted average number of ordinary shares (basic) Effect of outstanding share options 12,589,497 195,193 12,530,976 135,888 Weighted average number of ordinary shares at 30 September 12,784,690 12,666,864 2014 £’000 2013 £’000 252 379 251 626 631 877 252 251 Diluted earnings per share is 3.16p (2013: 4.63p). 9. Dividends paid and proposed The following dividends were declared and paid during the year: Final dividend for 2013 – 2.0p (2012: 2.0p) Special interim dividend for 2014 – 3.0p (2013: 5.0p) Proposed for approval by shareholders at the AGM Final dividend for 2014 – 2.0p (2013: 2.0p) Electronic Data Processing PLC Annual Report and Accounts 2014 37 Notice of meeting 2014 Number Financial statements Diluted earnings per share For diluted earnings per share, the weighted average number of shares in issue is adjusted to assume conversion of all dilutive potential ordinary shares. The Company has one class of dilutive potential ordinary share which is share options granted to employees under its Enterprise Management Incentive Share Option plan. These shares have been included in the diluted earnings per share calculation. Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 10. Property, plant and equipment Freehold property £’000 Motor vehicles £’000 Fixtures, fittings and equipment £’000 Total £’000 Cost At 1 October 2013 Additions Transfer from assets held for sale Transfers from stock Disposals 1,388 — 1,423 — — 266 43 — — (39) 1,686 133 — 24 (2) 3,340 176 1,423 24 (41) At 30 September 2014 2,811 270 1,841 4,922 Depreciation At 1 October 2013 Charge for the year Transfers from stock Disposals 273 52 — — 107 53 — (32) 1,217 143 14 (2) 1,597 248 14 (34) At 30 September 2014 325 128 1,372 1,825 Net book value At 30 September 2014 2,486 142 469 3,097 Cost At 1 October 2012 Additions Transfers from stock Disposals 1,388 — — — 204 62 — — 1,557 173 2 (46) 3,149 235 2 (46) At 30 September 2013 1,388 266 1,686 3,340 Depreciation At 1 October 2012 Charge for the year Transfers from stock Disposals 259 14 — — 63 44 — — 1,119 135 7 (44) 1,441 193 7 (44) At 30 September 2013 273 107 1,217 1,597 Net book value At 30 September 2013 1,115 159 469 1,743 38 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 11. Intangible assets Cost At 1 October 2013 Additions – internally developed Additions – purchased 1,761 — 81 268 79 — 2,029 79 81 At 30 September 2014 1,842 347 2,189 Amortisation At 1 October 2013 Charge for the year 1,673 90 34 36 1,707 126 At 30 September 2014 1,763 70 1,833 Net book value At 30 September 2014 79 277 356 Cost At 1 October 2012 Additions – internally developed Additions – purchased 1,755 — 6 150 118 — 1,905 118 6 At 30 September 2013 1,761 268 2,029 Amortisation At 1 October 2012 Charge for the year 1,536 137 13 21 1,549 158 At 30 September 2013 1,673 34 1,707 Net book value At 30 September 2013 88 234 322 2014 £’000 2013 £’000 67 81 2014 £’000 2013 £’000 1,233 313 1,161 376 1,546 1,537 2014 £’000 2013 £’000 183 4,801 53 5,614 4,984 5,667 The amortisation charge is included within administrative expenses within the consolidated income statement. 12. Inventories Computer equipment 13. Trade and other receivables Trade receivables Other receivables 14. Cash and cash equivalents Bank balances Short-term deposits Electronic Data Processing PLC Annual Report and Accounts 2014 39 Notice of meeting Total £’000 Financial statements Development costs £’000 Governance Software intellectual property rights £’000 Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 15. Assets held for sale 2014 £’000 At 1 October Transferred to property, plant and equipment Disposal At 30 September 1,423 (1,423) — — 2013 £’000 1,863 — (440) 1,423 The transfer in the current year relates to the Group’s vacant freehold property at Milton Keynes. The Directors consider that a sale of the property within the next twelve months is no longer highly probable and accordingly have transferred it back into non-current assets. 16. Deferred income This represents the portion of annual licence fees, hosting charges and maintenance contracts taken out by customers but which relate to a future period. 2014 £’000 2013 £’000 1,914 17 2,291 57 1,931 2,348 2014 £’000 2013 £’000 588 480 555 640 1,068 1,195 To be recognised: – within one year – after more than one year 17. Trade and other payables Trade payables Other payables 18. Financial instruments The Group’s financial instruments comprise cash and liquid resources, and various items, such as trade receivables, trade payables, etc., that arise directly from its operations. There is no material difference between book value and fair value of these financial instruments. Bank deposits are invested at a variable interest rate based on base rate. This position is constantly monitored by the Board. Undrawn committed facilities At 30 September 2014 the Group had undrawn committed borrowing facilities amounting to £500,000 (2013: £500,000). Such facilities expire within one year and are subject to review. Credit risk The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the reporting date was: Carrying amount Trade receivables Cash and cash equivalents 40 Electronic Data Processing PLC Annual Report and Accounts 2014 2014 £’000 2013 £’000 1,233 4,984 1,161 5,667 6,217 6,828 Strategic report 18. Financial instruments continued Credit risk continued The ageing of trade receivables at the reporting date was: 2014 Gross £’000 Impairment £’000 607 318 205 48 140 — — — 1 84 623 232 180 54 162 — — 8 — 82 1,318 85 1,251 90 2014 £’000 2013 £’000 The movement in the allowance for impairment in respect of trade receivables during the year was as follows: Balance at 1 October Reversal of prior year impairment losses Previously impaired balances written off Impairment loss recognised Balance at 30 September 90 — (27) 22 122 (4) (42) 14 85 90 There is no additional risk that warrants disclosure concerning trade receivables that are neither past due nor impaired. Liquidity risk The following are the contractual maturities of financial liabilities, including estimated interest payments and excluding the impact of netting agreements: At 30 September 2014 Trade and other payables Income tax payable Deferred income Carrying amount £’000 Contractual cash flows £’000 1,068 16 1,931 1,068 16 — 3,015 1,084 Carrying amount £’000 Contractual cash flows £’000 1,195 177 2,348 3,720 6 months or less £’000 6–12 months £’000 More than one year £’000 1,068 (68) 1,373 — 84 541 — — 17 2,373 625 17 6 months or less £’000 6–12 months £’000 1–2 years £’000 1,195 177 — 1,195 — 1,611 — 177 680 — — 57 1,372 2,806 857 57 At 30 September 2013 Trade and other payables Income tax payable Deferred income Interest rate risk At the reporting date the Group’s interest bearing financial instruments were: Carrying amount Variable rate financial assets 2014 £’000 2013 £’000 4,984 5,667 Electronic Data Processing PLC Annual Report and Accounts 2014 41 Notice of meeting The impairment loss for the year relates to specific customers who have purchased software solutions and management considers there to be a risk in collecting the outstanding balances. Financial statements Impairment £’000 Governance Not past due Past due 0–30 days Past due 31–120 days Past due 121–360 days More than one year 2013 Gross £’000 Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 18. Financial instruments continued Interest rate risk continued Sensitivity analysis The majority of cash balances throughout the year are held on deposit at competitive market rates. A 1% fluctuation in interest rates on the year end cash balance would have an approximate impact of £50,000 (2013: £57,000) on finance income with a corresponding £10,000 (2013: £13,000) impact on income tax expense. 19. Employee benefits – pensions The Group operates both defined benefit and defined contribution pension schemes. Defined contribution pension schemes The Group operates a number of defined contribution pension schemes, the principal scheme being a grouped personal pension scheme through an insurance company. The pension costs of these arrangements were £52,000 (2013: £50,000). Outstanding contributions at the end of the year were £11,000 (2013: £7,000). Defined benefit pension scheme The Group sponsors the Electronic Data Processing PLC Pension and Life Assurance Scheme which is a funded defined benefit arrangement. This is a separate trustee administered fund holding the pension scheme assets to meet long-term pension liabilities for the members. The scheme entitles a retired member to receive an annual pension equal to 1/60 of final salary for each year of service that the member provided. The remaining active members left the Scheme on 31 August 2014 and consequently future service accrual ceased from that date. The scheme exposes the Group to actuarial risks such as investment risk, interest rate risk and longevity risk. A decrease in corporate bond yields, a rise in inflation or an increase in life expectancy would result in an increase to scheme liabilities. This would detrimentally impact the balance sheet position and may give rise to increased charges in future income statements. The last full actuarial valuation of the scheme was performed at 31 July 2013 by a professionally qualified actuary. This scheme funding valuation showed a surplus of £62,000 at that date. Members have paid contributions at a rate in line with the recommendations of the actuary over the accounting period. The full actuarial valuation of the Scheme was updated on an IAS 19 basis at 30 September 2014 by JLT Benefit Solutions Limited using the following assumptions: Inflation rate Discount rate Expected return on assets Rate of increase in pay Rate of increase of pensions in payment Rate of increase for deferred pensioners 2014 2013 2012 2.3% 3.9% 3.9% — 5.0% 2.3% 2.5% 4.5% 4.5% 3.0% 5.0% 2.5% 1.9% 4.4% 4.4% 3.0% 5.0% 1.9% The assumed rate of return on bonds is the yield available on AA-rated corporate bonds at 30 September 2014. The Scheme’s assets are invested in insurance policies in which the underlying assets comprise wholly of corporate bonds and the expected return on assets is based on the yield available on AA-rated corporate bonds. The mortality assumptions adopted at 30 September 2014 are 100% of the standard tables S1PMA (males) and S1PFA (females). These imply the following life expectancies: Retiring in 2014 (aged 65 years) – Males – Females Retiring in 2034 (currently aged 45 years) – Males – Females 42 Electronic Data Processing PLC Annual Report and Accounts 2014 2014 Years 2013 Years 22.2 24.5 22.4 24.7 24.0 26.4 24.1 26.6 Strategic report 19. Employee benefits – pensions continued Funding status 2014 £’000 2013 £’000 2012 £’000 (9,075) 7,100 (8,124) 7,080 (7,903) 6,783 Deficit (1,975) (1,044) (1,120) Governance Present value of Scheme obligations Fair value of Scheme assets Categories of assets 2013 £’000 2012 £’000 3,260 3,840 3,847 3,233 3,925 2,858 7,100 7,080 6,783 None of the fair values of the assets shown above include any of the Group’s own financial instruments or any property occupied by, or other assets used by, the Group. As a Grouped Funding policy, there are no units, and the asset value is calculated from benefits secured in tranches. The discontinuance surrender value of the policy is supplied by the scheme’s administrators and is assumed to be backed 100% by corporate bonds. Financial statements Corporate bonds Insured pensioners 2014 £’000 Amounts recognised in the income statement The following amounts have been included within administrative expenses within the consolidated income statement: 2013 £’000 60 14 48 60 60 14 50 — 182 124 2014 £’000 2013 £’000 Amounts recognised in other comprehensive income Remeasurements loss/(gain): Return on plan assets excluding interest income Experience losses/(gains) arising on the defined benefit obligation Actuarial (gains)/losses arising from changes in demographic assumptions Actuarial losses/(gains) arising from changes in financial assumptions (41) 163 (96) 748 (177) (38) 107 (61) 774 (169) 2014 £’000 2013 £’000 Present value of obligations at 1 October Current service cost Expenses Member contributions Losses on curtailments Interest cost Remeasurement loss Benefits paid 8,124 60 14 8 60 359 815 (365) 7,903 60 14 9 — 345 8 (215) Present value of obligations at 30 September 9,075 8,124 Reconciliation of present value of Scheme obligations Electronic Data Processing PLC Annual Report and Accounts 2014 43 Notice of meeting Current service cost Expenses Net interest expense Losses on curtailments 2014 £’000 Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 19. Employee benefits – pensions continued Reconciliation of the fair value of Scheme assets 2014 £’000 2013 £’000 Fair value of assets at 1 October Interest income Remeasurement gain Employer contributions Member contributions Benefits paid 7,080 311 41 25 8 (365) 6,783 295 177 31 9 (215) Fair value of assets at 30 September 7,100 7,080 Sensitivity analysis Changes at the balance sheet date to one of the relevant actuarial assumptions, holding other assumptions constant, would have affected the defined benefit obligation by the percentages shown below: Discount rate Rate of inflation Rate of mortality Change in assumption Change in liabilities Decrease of 0.25% p.a. Increase 0.25% p.a. 1 year increase in life expectancy Increase by 3.9% Increase by 0.6% Increase by 3.4% Estimated contribution in the financial year starting 1 October 2014 Estimated contributions to the Group Scheme for the year commencing 1 October 2014 are £nil. 20. Deferred income tax The deferred income tax included in the Group income statement is as follows: Origination and reversals of temporary differences Effect of decrease in the tax rate Adjustments in respect of prior periods 2014 £’000 2013 £’000 6 2 5 11 22 4 13 37 2014 £’000 2013 £’000 The deferred income tax included in the Group balance sheet is as follows: Taxation deferred by capital allowances Temporary differences – other Taxation on pension liability (93) (20) 395 (60) (10) 209 Deferred income tax 282 139 Deferred income tax asset Deferred income tax liability 395 (113) 209 (70) 282 139 44 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 21. Share capital Ordinary shares of 5p each 2014 Number 2013 Number 2014 £’000 2013 £’000 13,784,073 (1,173,097) 13,784,073 (1,253,097) 689 (59) 689 (63) Issued share capital excluding treasury shares 12,610,976 12,530,976 630 626 Governance Allotted, called up and fully paid: At 1 October and 30 September Less: held in treasury Each holder of an ordinary share is entitled to one vote for each share held at all meetings of shareholders and will be entitled to any dividends declared by the Board of Directors with the exception of treasury shares which do not carry any voting or dividend rights. Treasury shares Shares held in treasury on 1 October Issued on exercise of EMI share options Shares held in treasury at 30 September 2013 Number 2014 £’000 2013 £’000 1,253,097 1,253,097 627 627 (80,000) 1,173,097 — 1,253,097 (40) — 587 627 The fair value of EMI share options calculated at the grant date was 4.5p for those options granted on 30 September 2010 and 9.6p for those options granted on 5 February 2013. The main inputs in the calculation were: Share price volatility Dividend yield Risk-free interest rate Expected option maturity Options granted on 30 September 2010 Options granted on 5 February 2013 21.91% 5.59% 2.16% 6.5 years 25.62% 4.46% 3.04% 6.5 years There are no other share option plans in operation. 22. Lease obligations Operating leases At 30 September 2014 the Group had a total of future minimum commitments under non-cancellable operating leases on land and buildings as follows: Within one year In the second to fifth years inclusive 2014 £’000 2013 £’000 100 67 184 139 167 323 23. Contingent liabilities The Group is party to claims which have arisen from normal trading activities. The outcome of these disputes cannot be forecast with certainty, but the Directors believe that the outcome will have no material effect on the Group’s net assets. Electronic Data Processing PLC Annual Report and Accounts 2014 45 Notice of meeting Share options The Company operates an Enterprise Management Incentive (EMI) Share Option Plan for Directors and other senior employees. Details of options granted to Directors on 30 September 2010 are given in the Directors’ Remuneration Report. A further 45,000 options were granted to other employees on 30 September 2010 and 45,000 options were granted to other employees on 5 February 2013. The key terms, exercise price and required service period for these share options are the same as those granted to the Directors. Financial statements Ordinary shares of 5p each 2014 Number Notes to the Consolidated Financial Statements continued (forming part of the financial statements) 24. Group entities Subsidiary companies at 30 September 2014, all of which were holdings of 100% of the ordinary share capital, were: Place of registration Trading BML (Office Computers) Ltd BCT Software Solutions Ltd Disys Associates Ltd Vecta Sales Solutions Ltd Non-trading Business Computer Services Ltd Business Computer Systems PLC Business Computers Ltd fastfreenet.com Ltd Electronic Data Processing Systems Ltd Ibex Computer Services Ltd All the subsidiaries’ activities are conducted in the United Kingdom. The principal activity of all trading companies within the Group is the sale of computer software and related services. 46 Electronic Data Processing PLC Annual Report and Accounts 2014 England England England England England England England England England Isle of Man Company Balance Sheet Strategic report at 30 September 2014 Note 2014 £’000 2013 £’000 Intangible assets 3 79 10 Tangible assets 4 3,097 3,147 Investments 5 3,598 3,598 6,774 6,755 Fixed assets Governance Current assets 6 49 61 Debtors 7 608 518 Investments 8 3,000 — 1,912 5,629 5,569 6,208 (5,296) (5,502) Cash at bank and in hand Creditors: amounts falling due within one year 9 Net current assets 706 7,047 7,461 Provisions for liabilities and charges 10 (96) (63) Deferred income 11 (636) (719) 12 (1,580) Net assets excluding pension liability Pension liability 6,315 Net assets including pension liability 6,679 (835) 4,735 5,844 689 689 119 119 301 305 625 625 Capital and reserves Called up share capital 13 Share premium account Revaluation reserve 14 Capital redemption reserve Treasury shares 13 Profit and loss account 15 Equity shareholders’ funds (587) (627) 3,588 4,733 4,735 5,844 These financial statements were approved by the Board of Directors on 16 December 2014 and were signed on its behalf by: Sir Michael Heller Directors Julian Wassell Electronic Data Processing PLC, registered number 853560 Electronic Data Processing PLC Annual Report and Accounts 2014 47 Notice of meeting Total assets less current liabilities 273 Financial statements Stock Notes to the Company Financial Statements (forming part of the financial statements) 1. Accounting policies The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain land and buildings and in accordance with applicable accounting standards. The following principal accounting policies have been applied consistently in dealing with items that are considered material in relation to the Company’s financial statements. Investments in subsidiaries Investments in subsidiary undertakings are stated at cost less any diminution in value. Intangible fixed assets The cost of intangible fixed assets is their purchase cost together with any incidental expenses of acquisition and is amortised over a period of between four and ten years on a straight line basis. In the case of software intellectual property rights, amortisation commences from the time the software is brought into use. The Directors review the useful economic lives of the intangible fixed assets at each reporting date and revise them as necessary in accordance with FRS 10. Tangible fixed assets Depreciation is provided so as to write off the cost or valuation less the estimated residual value of each tangible fixed asset in equal instalments over its estimated useful life from the time it becomes operational at the following rates: Freehold property – 1 to 2% Motor vehicles – 20 to 33% Fixtures, fittings and equipment – 15 to 25% The Company applied the transitional provisions of FRS 15 ‘Tangible Fixed Assets’ during a previous year. Foreign currency Assets and liabilities expressed in foreign currencies are translated into sterling at year end rates. All trading exchange differences are taken to the profit and loss account. Deferred tax Deferred tax is recognised, without discounting, in respect of all timing differences between the treatment of certain items for taxation and accounting purposes which have arisen but not reversed by the balance sheet date, except as otherwise required by FRS 19. Deferred tax assets are only recognised where, on the basis of all available evidence, it is more likely than not that there will be suitable taxable profits from which they can be recovered. Research and development Research and development costs relating to software products are written off in the year in which they are incurred. Leasing transactions Operating lease rentals are charged to the profit and loss account on a straight line basis over the period of the lease. Stock Stock is valued at the lower of purchase cost and net realisable value. Deferred income Deferred income represents that portion of licence fees, hosting charges and maintenance contracts taken out by customers but which relate to a future period. Pensions The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The amount charged to the profit and loss account represents the contributions payable to the scheme in respect of the accounting period. The Company also operates a pension scheme providing benefits based on final pensionable pay. The assets of the scheme are held separately from those of the Company. Pension scheme assets are measured using market values. Pension scheme liabilities are measured using the projected unit method and discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability. The pension scheme surplus or deficit is recognised in full. The movement in the scheme surplus or deficit is split between operating charges, other financial items and, in the statement of total recognised gains and losses, actuarial gains and losses. 48 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 2. Employee information The average number of persons employed by the Company (including Executive Directors) during the year, analysed by category, was as follows: Governance 1. Accounting policies continued Treasury shares When share capital recognised as equity is repurchased, the amount of the consideration paid, which includes directly attributable costs, net of any tax effects, is recognised as a deduction from equity. Repurchased shares are classified as treasury shares and are presented as a deduction from equity. When treasury shares are sold or reissued subsequently, the amount received is recognised as an increase in equity and the resulting surplus or deficit on the transaction is transferred to or from retained earnings. Number of employees Sales and administration Support, development and network services 2013 12 34 13 34 46 47 2014 £’000 2013 £’000 1,702 190 56 1,764 195 65 1,948 2,024 The aggregate payroll costs of these persons were as follows: Salaries Social security costs Other pension costs 3. Intangible assets Software intellectual property rights £’000 Cost At 1 October 2013 Additions 844 81 At 30 September 2014 925 Amortisation At 1 October 2013 Charge for the year 834 12 At 30 September 2014 846 Net book value At 30 September 2014 79 At 30 September 2013 10 Electronic Data Processing PLC Annual Report and Accounts 2014 49 Notice of meeting Aggregate Directors’ emoluments amounted to £526,588 (2013: £607,675). Details of Directors’ remuneration are given in the Directors’ Remuneration Report. Financial statements 2014 Notes to the Company Financial Statements continued (forming part of the financial statements) 4. Tangible fixed assets Freehold property £’000 Motor vehicles £’000 Fixtures, fittings and equipment £’000 Total £’000 Cost or valuation At 1 October 2013 Additions Transfers from stock Disposals 2,811 — — — 266 43 — (39) 1,618 133 24 (2) 4,695 176 24 (41) At 30 September 2014 2,811 270 1,773 4,854 Depreciation At 1 October 2013 Charge for the year Transfers from stock Disposals 292 33 — — 106 53 — (32) 1,150 143 14 (2) 1,548 229 14 (34) At 30 September 2014 325 127 1,305 1,757 Net book value At 30 September 2014 2,486 143 468 3,097 At 30 September 2013 2,519 160 468 3,147 All the freehold property belonging to the Company at 30 September 1988 was professionally valued at that date on an open market value for existing use basis. The 1988 valuation was incorporated in the financial statements with the surplus on valuation being credited to a revaluation reserve. The 1988 valuation was updated in 2012 to take account of the Directors’ best estimates of the net realisable value of those freehold properties that are no longer used by the Company and that are available for sale. For those properties stated at cost the resulting impairment loss was recognised in the profit and loss account. For those properties stated at valuation, the resulting impairment loss was recognised against the revaluation reserve. Freehold property may be analysed between that included at valuation and that subsequently acquired at cost, as follows: 2014 £’000 2013 £’000 1,423 1,388 1,423 1,388 2,811 2,811 2014 £’000 2013 £’000 Cost Accumulated depreciation 2,881 (699) 2,881 (671) Net book value 2,182 2,210 At 2012 valuation At cost The net historical cost of freehold property is as follows: 50 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 5. Investments in subsidiary undertakings Details of the Company’s subsidiary undertakings can be found in note 24 to the Group’s financial statements. Cost At 1 October 2013 and 30 September 2014 3,598 Provision for diminution in value At 1 October 2013 and 30 September 2014 — Net book value At 1 October 2013 and 30 September 2014 3,598 Computer equipment 2013 £’000 49 61 2014 £’000 2013 £’000 322 57 1 228 242 — 2 274 608 518 2014 £’000 2013 £’000 3,000 — 2014 £’000 2013 £’000 354 4,765 — 136 41 422 4,741 58 137 144 5,296 5,502 7. Debtors Trade debtors Corporation tax Other debtors Prepayments and accrued income There are no debtors recoverable after more than one year (2013: nil). 8. Current asset investments Short-term bank deposits 9. Creditors: amounts falling due within one year Trade creditors Amounts owed to subsidiary undertakings Corporation tax Other taxes and social security Other creditors Details of financial instruments are set out in note 18 to the Group’s financial statements. Electronic Data Processing PLC Annual Report and Accounts 2014 51 Notice of meeting 2014 £’000 Financial statements 6. Stock Governance Shares in Group undertakings £’000 Notes to the Company Financial Statements continued (forming part of the financial statements) 10. Provisions for liabilities and charges 2014 £’000 2013 £’000 96 63 Deferred taxation Accelerated capital allowances £’000 At 1 October 2013 Transfer to profit and loss account 63 33 At 30 September 2014 96 The Company has, in accordance with the provisions of FRS 19, recognised deferred tax liabilities in respect of accelerated capital allowances. 11. Deferred income This represents the portion of annual licence fees, hosting charges and maintenance contracts taken out by customers that relate to a future period. To be recognised: – within one year – after more than one year 2014 £’000 2013 £’000 636 — 718 1 636 719 12. Pensions The Company operates both defined benefit and defined contribution pension schemes. Defined benefit pension scheme The Company operates a defined benefit pension scheme which is based on final pensionable pay. The remaining active members left the Scheme on 31 August 2014 and consequently future service accrual ceased from that date. The most recent full actuarial valuation of the scheme took place on 31 July 2013. The assumptions used in the 2013 valuation of the scheme were as follows: Investment return – 3.8% per annum Increase in pensions in payment – 5.0% per annum Increase in salaries – 2.9% per annum The 31 July 2013 valuation was updated on an FRS 17 basis at 30 September 2014 by JLT Benefit Solutions Limited. The major assumptions used by the actuary at 30 September 2014 were: Financial assumptions Inflation Rate of salary increase Rate of increase of pensions in payment Rate of revaluation of deferred pensions Discount rate The valuation method used was the projected unit method. 52 Electronic Data Processing PLC Annual Report and Accounts 2014 2014 2013 2012 2.3% — 5.0% 2.3% 3.9% 2.5% 3.0% 5.0% 2.5% 4.5% 1.9% 3.0% 5.0% 1.9% 4.4% Strategic report 12. Pensions continued Pension liability The fair value of the scheme assets and the present value of the scheme liabilities were: 2013 £’000 2012 £’000 Fair value of scheme assets Present value of scheme liabilities 7,100 (9,075) 7,080 (8,124) 6,783 (7,903) Deficit in the scheme – pension liability Related deferred tax asset (1,975) 395 (1,044) 209 (1,120) 258 Net pension liability (1,580) (835) (862) 2014 2013 2012 3.9% 4.5% 4.4% 2014 £’000 2013 £’000 Governance 2014 £’000 The scheme assets are invested in an insurance policy and are wholly comprised of bonds. Bonds Movement in the deficit during the year (1,044) (74) (60) 25 (48) (774) (1,120) (74) — 31 (50) 169 Deficit at end of year (1,975) (1,044) Analysis of other pension costs charged in arriving at operating profit Current service cost Losses on curtailments 2014 £’000 2013 £’000 74 60 74 — 134 74 2014 £’000 2013 £’000 311 (359) 295 (345) (48) (50) Analysis of amounts included in other finance income Expected return on pension scheme assets Interest on pension scheme liabilities Electronic Data Processing PLC Annual Report and Accounts 2014 53 Notice of meeting Deficit at beginning of year Current service cost Losses on curtailments Contributions Other financial items Actuarial (loss)/gain Financial statements The expected rates of return on the assets in the scheme were: Notes to the Company Financial Statements continued (forming part of the financial statements) 12. Pensions continued Analysis of amounts recognised in statement of total recognised gains and losses 2014 £’000 2013 £’000 Actual return less expected return on scheme assets Experience gains and losses arising on scheme assets Changes in assumptions underlying the value of scheme assets Experience gains and losses arising on scheme liabilities Changes in assumptions underlying the present value of scheme liabilities (111) (54) 206 (163) (652) 188 — (11) 38 (46) Actuarial (loss)/gain recognised in the statement of total recognised gains and losses (774) 169 History of experience gains and losses Difference between the expected and actual return on scheme assets Amount (£’000) Percentage of year end scheme assets Experience gains and losses on scheme liabilities Amount (£’000) Percentage of year end present value of scheme liabilities Total amount recognised in statement of total recognised gains and losses Amount (£’000) Percentage of year end present value of scheme liabilities 2014 2013 2012 2011 2010 (111) (1.6) 188 2.7 204 3.0 (188) (2.9) (154) (2.4) (163) 1.8 38 (0.5) (88) 1.1 45 (0.6) (74) 1.1 (774) 8.5 169 (2.1) (844) 10.7 230 (3.5) (535) 8.4 Defined contribution pension schemes The Company operates a number of defined contribution pension schemes, the principal scheme being a grouped personal pension scheme through an insurance company. The pension costs of these arrangements were £23,000 (2013: £21,000). There were outstanding contributions of £6,000 at the end of the year (2013: £3,000). 13. Share capital Details of the Company’s share capital and treasury shares are given in note 21 to the Group’s financial statements. 14. Revaluation reserve 2014 £’000 2013 £’000 At 1 October Transfer to profit and loss reserve – depreciation 305 (4) 308 (3) At 30 September 301 305 2014 £’000 2013 £’000 At 1 October Profit for the year Dividends Issue of shares out of treasury Transfer from revaluation reserve – depreciation Actuarial (loss)/gain on pension Tax on actuarial loss/(gain) 4,733 104 (631) (3) 4 (774) 155 5,377 93 (877) — 3 169 (32) At 30 September 3,588 4,733 15. Profit and loss reserve 54 Electronic Data Processing PLC Annual Report and Accounts 2014 Strategic report 16. Commitments and contingencies Operating leases The commitment to payments within the next twelve months is as follows: 2013 £’000 52 52 2014 £’000 2013 £’000 Profit for the year Dividends 104 (631) 93 (877) Retained loss for the year Issue of shares out of treasury (527) 37 (784) — Property Leases that expire: – after five years Governance 2014 £’000 17. Reconciliation of movements in shareholders’ funds (619) 137 Net decrease in shareholders’ funds Opening shareholders’ funds (1,109) 5,844 (647) 6,491 Closing shareholders’ funds 4,735 5,844 Financial statements Actuarial (loss)/gain on pension net of tax Notice of meeting Electronic Data Processing PLC Annual Report and Accounts 2014 55 Five Year Statistical Record Summarised financial information for the Group for the five years ended 30 September 2014 is set out below. Year to 30 September 2014 £’000 2013 £’000 2012 £’000 2011 £’000 2010 £’000 Revenue 5,508 5,827 5,805 5,600 5,580 Gross profit 5,074 5,419 5,334 5,272 5,258 Administrative expenses (4,719) (4,710) (4,646) (4,766) (4,705) 355 709 688 506 553 — — — 335 — Operating profit Profit on sale of property Write-down of property values — — (849) — — Finance income 46 85 78 55 31 401 794 (83) 896 584 3 (207) 26 (158) (160) 404 587 (57) 738 424 Earnings/(loss) per share 3.21p 4.68p (0.45)p 5.89p 3.38p Adjusted earnings per share* 3.16p 4.68p 4.66p 3.22p 3.38p Net assets per share 42.4p 49.1p 50.0p 58.2p 53.4p Profit/(loss) before tax Income tax credit/(expense) Profit/(loss) for the period * Adjusted earnings per share excludes profits and losses on property disposals and revaluations and any related deferred tax effects. 56 Electronic Data Processing PLC Annual Report and Accounts 2014 4th Floor, Fountain Precinct, Balm Green, Sheffield S1 2JA Telephone: 0114 262 2000 www.edp.co.uk Electronic Data Processing PLC Annual Report and Accounts 2014