Attached files
file | filename |
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EX-99.2 - EX-99.2 - OPENTABLE INC | a10-23520_1ex99d2.htm |
EX-23.1 - EX-23.1 - OPENTABLE INC | a10-23520_1ex23d1.htm |
8-K/A - 8-K/A - OPENTABLE INC | a10-23520_18ka.htm |
Exhibit 99.1
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Toptable Holdings Limited
Registered number 6365176
Consolidated financial statements
Year ended 30 June 2010
Contents
Consolidated profit and loss account |
3 |
|
|
Consolidated balance sheet |
4 |
|
|
Consolidated cash flow statement |
5 |
|
|
Notes |
6 |
ABCD
KPMG LLP
15 Canada Square
London
E14 5GL
United Kingdom
Independent Auditors Report
The Board of Directors
Toptable Holdings Limited:
We have audited the accompanying consolidated balance sheets of Toptable Holdings Limited and its subsidiary undertakings as of June, 30 2010 and 2009, and the related consolidated profit and loss accounts and cash flow statements for the years then ended. These consolidated financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Toptable Holdings Limited and its subsidiary undertakings as of June, 30 2010 and 2009, and the results of their operations and their cash flows for the years then ended in conformity with generally accepted accounting principles in the United Kingdom.
Accounting principles generally accepted in the United Kingdom vary in certain significant respects from U.S. generally accepted accounting principles. Information relating to the nature and effects of such differences is presented in note 21 to the consolidated financial statements.
/s/ KPMG LLP |
|
KPMG LLP |
|
|
|
December 17, 2010 |
|
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Consolidated profit and loss account
for the year ended 30th June
|
|
|
|
2010 |
|
2009 |
|
|
|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Turnover |
|
1,2 |
|
7,164,617 |
|
6,630,881 |
|
|
|
|
|
|
|
|
|
Cost of Sales |
|
|
|
(1,330,900 |
) |
(1,028,109 |
) |
|
|
|
|
|
|
|
|
Gross profit |
|
|
|
5,833,717 |
|
5,602,772 |
|
|
|
|
|
|
|
|
|
Administrative expenses |
|
|
|
(6,069,863 |
) |
(5,635,052 |
) |
|
|
|
|
|
|
|
|
Operating loss |
|
|
|
(236,146 |
) |
(32,280 |
) |
|
|
|
|
|
|
|
|
Loss on disposal of fixed assets |
|
|
|
(29,537 |
) |
|
|
Interest payable |
|
5 |
|
(235,249 |
) |
(185,239 |
) |
Other interest receivable and similar income |
|
4 |
|
5 |
|
1,321 |
|
|
|
|
|
|
|
|
|
Loss from ordinary activities before taxation |
|
|
|
(500,927 |
) |
(216,198 |
) |
|
|
|
|
|
|
|
|
Tax on ordinary activities |
|
6 |
|
(210,753 |
) |
(307,493 |
) |
|
|
|
|
|
|
|
|
Loss for the financial period |
|
|
|
(711,680 |
) |
(523,691 |
) |
All results are from continuing operations.
The notes on pages 6 to 19 form part of these financial statements.
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Consolidated balance sheet
at 30th June
|
|
|
|
2010 |
|
2009 |
| ||||
|
|
Note |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
|
7 |
|
|
|
8,240,223 |
|
|
|
9,367,981 |
|
Tangible assets |
|
8 |
|
|
|
1,044,379 |
|
|
|
769,377 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,284,602 |
|
|
|
10,137,358 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
Debtors |
|
9 |
|
1,751,705 |
|
|
|
1,530,486 |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
|
|
826,195 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,751,705 |
|
|
|
2,356,681 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: |
|
|
|
|
|
|
|
|
|
|
|
Amounts falling due within one year |
|
10 |
|
(3,661,383 |
) |
|
|
(3,154,606 |
) |
|
|
Bank overdraft |
|
|
|
(81,740 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,743,123 |
) |
|
|
(3,154,606 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current liabilities |
|
|
|
|
|
(1,991,418 |
) |
|
|
(797,925 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
|
|
|
7,293,184 |
|
|
|
9,339,433 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Creditors: amounts falling due after more than one year |
|
11 |
|
|
|
(800,000 |
) |
|
|
(2,178,683 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
|
6,493,184 |
|
|
|
7,160,750 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
|
13 |
|
|
|
8,986,418 |
|
|
|
8,986,418 |
|
Own shares held |
|
13 |
|
|
|
(733,978 |
) |
|
|
(733,978 |
) |
Profit and loss account |
|
14 |
|
|
|
(1,759,256 |
) |
|
|
(1,091,690 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Equity shareholders funds |
|
|
|
|
|
6,493,184 |
|
|
|
7,160,750 |
|
The notes on pages 6 to 19 form part of these financial statements.
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Consolidated cash flow statement
for the year ended 30th June
|
|
|
|
2010 |
|
2009 |
|
|
|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Cash inflow from operating activities |
|
15 |
|
1,625,573 |
|
1,661,767 |
|
Returns on investments and servicing of finance |
|
16 |
|
(198,069 |
) |
(237,087 |
) |
Taxation |
|
|
|
(317,932 |
) |
(110,035 |
) |
Capital expenditure and financial investment |
|
16 |
|
(817,507 |
) |
(634,173 |
) |
Acquisitions and disposals |
|
16 |
|
(1,000,000 |
) |
(1,423,000 |
) |
|
|
|
|
|
|
|
|
Cash outflow before financing |
|
|
|
(707,935 |
) |
(742,528 |
) |
|
|
|
|
|
|
|
|
Financing |
|
16 |
|
(200,000 |
) |
1,212,083 |
|
|
|
|
|
|
|
|
|
(Decrease) / Increase in cash in the period |
|
|
|
(907,935 |
) |
469,555 |
|
|
|
|
|
|
|
|
|
Reconciliation of net cash flow to movement in net debt |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Decrease) / increase in cash in the period |
|
|
|
(907,935 |
) |
469,555 |
|
|
|
|
|
|
|
|
|
Cash outflow from decrease in debt |
|
17 |
|
1,150,350 |
|
170,837 |
|
|
|
|
|
|
|
|
|
Change in net debt resulting from cash flows |
|
17 |
|
242,415 |
|
640,392 |
|
|
|
|
|
|
|
|
|
Movement in net debt in the period |
|
|
|
242,415 |
|
640,392 |
|
Net debt at the start of the period |
|
|
|
(3,352,488 |
) |
(3,992,880 |
) |
|
|
|
|
|
|
|
|
Net debt at the end of the period |
|
|
|
(3,110,073 |
) |
(3,352,488 |
) |
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes
(forming part of the financial statements)
1 Accounting policies
The following accounting policies have been applied consistently in dealing with items which are considered material in relation to the consolidated financial statements.
Basis of preparation
The financial statements have been prepared in accordance with accounting standards applicable in the United Kingdom, and under the historical cost accounting rules.
Going concern
The Company has net current liabilities of £4,950,709 and bank loans outstanding of £2,250,000 at 30 June 2010. The bank loans are repayable on demand and classified as current liabilities in the financial statements following a breach of the Total debt to EBITDA Gearing covenant by the Company on 30 June 2010. Notwithstanding the above, the financial statements have been prepared on the going concern basis, which the directors believe to be appropriate for the following reasons.
On the 8 September 2010, the Company received a letter of waiver from its bank, Barclays Bank Plc, waiving any rights available to it as a result of the above breach. Further, following the acquisition of the Company by its new ultimate parent undertaking, OpenTable, Inc., on the 1 October 2010, the remaining balance of the bank loan was repaid in full and no further amounts remain outstanding at the date of approval of these financial statements.
The Group has in place a £250,000 overdraft facility and has conducted renewal negotiations with the bank following the balance sheet date. A written commitment was received on the 4 November 2010 from the bank that the £250,000 facility has been renewed. The Groups forecasts and projections, taking account of possible changes in trading performance, show that the Group should be able to operate within the level of this current facility.
In addition, the Companys new ultimate parent undertaking, OpenTable, Inc., has indicated that for at least 12 months from the date of approval of these financial statements, it will continue to make available such funds as are needed by the Company and in particular will not seek repayment of the amounts currently made available. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.
Based on these indications the directors believe that it remains appropriate to prepare the financial statements on a going concern basis. The financial statements do not include any adjustments that would result from the basis of preparation being inappropriate.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings (the Group). The acquisition method of accounting has been adopted. Under this method, the results of subsidiary undertakings acquired or disposed of in the year are included in the consolidated profit and loss account from the date of acquisition or up to the date of disposal.
Goodwill
The directors consider each acquisition separately for the purpose of determining the amortisation period of any goodwill that arises. The directors have determined that a period of ten years be suitable to amortise the goodwill associated with the acquisition of Toptable.co.uk Limited as this is the period over which the directors believe the benefit will be received.
Purchased goodwill (representing the excess of the fair value of the consideration given over the fair value of the separable net assets acquired) arising on business combinations in respect of acquisitions since 1 January 1998 is capitalised. Positive goodwill is amortised to nil by equal annual instalments over its estimated useful life of 10 years.
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
1 Accounting policies (continued)
Turnover
Revenue is recognised for online and group bookings only when the meal has taken place.
Advertising and sponsorship revenue is recognised when the contract is signed and spread over the life of the contract.
Third party brand advertising revenue is recognised over the term of the campaign.
Telephone revenue share is recognised during the month the calls take place.
Turnover arises primarily in the United Kingdom and is shown net of redeemable dining points issued to customers.
Dining incentive programme
The Group operates a Top Rewards scheme whereby points are earned by customers when they make a booking on the toptable.co.uk website. When a certain number of points are obtained, the customer can redeem these for a free meal at participating restaurants. Points expire within one year of the availability of their redemption. The estimated incremental cost of providing the free meal in exchange for redemption of the points earned by customers is accrued at the expected redemption rate as customers accumulate points. The fair value of the points earned is accounted for as a separate identifiable component of a sales transaction and consequently the recognition of revenue for the rewards are deferred until the points are redeemed.
Foreign currencies
Transactions in foreign currencies are recorded using the rate of exchange ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated using the contracted rate or the rate of exchange ruling at the balance sheet date and the gains or losses on translation are included in the profit and loss account.
Tangible fixed assets and depreciation
Depreciation is provided to write off the cost less estimated residual value of tangible fixed assets by equal instalments over their expected useful lives as follows:
Plants and machinery |
|
3 years |
|
|
|
Fixtures, fittings and equipment |
|
3 years |
|
|
|
Website content |
|
1 year |
|
|
|
Website design |
|
3 years |
|
|
|
Other website costs |
|
3 years |
Leases
Operating lease rentals are charged to the profit and loss account on a straight line basis over the lease term.
Taxation
The charge for taxation is based on the profit or loss for the year and takes into account taxation deferred because of timing differences between the treatment of certain items for taxation and accounting purposes.
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.
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
1 Accounting policies (continued)
Share based payments
The share option scheme allows employees of toptable.co.uk Limited to acquire shares of the Company. The fair value of options granted is recognised as an employee expense with a corresponding increase in equity. The fair value is measured at grant date and spread over the period during which the employees become unconditionally entitled to the options. The fair value of the options granted is measured using an option pricing model, taking into account the terms and conditions upon which the options were granted. The amount recognised as an expense is adjusted to reflect the actual number of share options that vest.
Where the Company grants options over its own shares to the employees of its subsidiaries it recognises an increase in the cost of investment in its subsidiaries equivalent to the equity-settled share-based payment charge recognised in its subsidiarys financial statements with the corresponding credit being recognised directly in equity.
Accounting for employee share trust
Transactions of the company-sponsored ESOP trust are treated as being those of the Company and are therefore reflected in the parent company and consolidated financial statements. In particular, the trusts purchases of shares in the Company are debited directly to equity.
2 Segment information
Turnover can be analysed by product as follows.
|
|
Year ended 30 June |
|
Year ended 30 June |
|
|
|
£ |
|
£ |
|
Booking revenue |
|
5,048,580 |
|
4,687,191 |
|
Restaurant advertising |
|
1,546,407 |
|
1,369,748 |
|
Brand advertising |
|
539,721 |
|
482,276 |
|
Telephone revenue share |
|
5,848 |
|
32,290 |
|
Other |
|
24,061 |
|
59,376 |
|
|
|
|
|
|
|
|
|
7,164,617 |
|
6,630,881 |
|
3 Notes to the profit and loss account
|
|
Year ended |
|
Year ended 30 |
|
|
|
£ |
|
£ |
|
Loss on ordinary activities before taxation is stated after charging: |
|
|
|
|
|
|
|
|
|
|
|
Depreciation of website costs |
|
396,681 |
|
209,696 |
|
Depreciation of fixtures, fittings and equipment |
|
116,287 |
|
137,443 |
|
Equipment rental payable under operating lease |
|
8,209 |
|
9,696 |
|
Amortisation of goodwill |
|
1,127,758 |
|
1,157,758 |
|
Rent payable under operating leases |
|
98,335 |
|
85,000 |
|
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
4 Other interest receivable and similar income
|
|
Year ended |
|
Year ended |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank interest receivable |
|
5 |
|
1,321 |
|
5 Other interest payable
|
|
Year ended 30 |
|
Year ended 30 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank interest payable |
|
183,834 |
|
185,239 |
|
Shareholder loan interest payable |
|
28,915 |
|
|
|
Other |
|
22,500 |
|
|
|
|
|
|
|
|
|
|
|
235,249 |
|
185,239 |
|
6 Taxation
Analysis of charge in period
|
|
Year ended |
|
Year ended |
|
|
|
£ |
|
£ |
|
UK corporation tax |
|
|
|
|
|
|
|
|
|
|
|
Current tax on income for the period |
|
(242,950 |
) |
(325,681 |
) |
Adjustments in respect of prior periods |
|
7,749 |
|
(1,200 |
) |
|
|
|
|
|
|
Total current tax |
|
(235,201 |
) |
(326,881 |
) |
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
Adjustment to the estimated recoverable amount of deferred tax assets arising in previous period |
|
1,826 |
|
1,655 |
|
Origination/reversal of timing differences |
|
22,622 |
|
17,734 |
|
|
|
|
|
|
|
Total deferred tax |
|
24,448 |
|
19,388 |
|
|
|
|
|
|
|
Tax on loss on ordinary activities |
|
(210,753 |
) |
(307,493 |
) |
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
6 Taxation (continued)
Factors affecting the tax charge for the current period
The current tax charge for the period is higher (2009: higher) than the standard rate of corporation tax in the UK (28%, 2009: 28%). The differences are explained below.
|
|
Year ended |
|
Year ended |
|
|
|
£ |
|
£ |
|
Current tax reconciliation |
|
|
|
|
|
Loss on ordinary activities before tax |
|
(500,927 |
) |
(216,198 |
) |
|
|
|
|
|
|
Current tax at 28 % (2009: 28%) |
|
140,260 |
|
60,535 |
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
Expenses not deductible for tax purposes (including goodwill amortisation) |
|
(360,781 |
) |
(368,809 |
) |
Depreciation in excess of capital allowances |
|
(1,740 |
) |
(13,394 |
) |
Short term timing differences |
|
(20,882 |
) |
(4,340 |
) |
Small companies relief |
|
193 |
|
327 |
|
Adjustments in respect of prior year |
|
7,749 |
|
(1,200 |
) |
|
|
|
|
|
|
Total current tax charge (see above) |
|
(235,201 |
) |
(326,881 |
) |
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
7 Intangible fixed assets
|
|
Goodwill |
|
|
|
£ |
|
Cost |
|
|
|
At 1 July 2009 and 30 June 2010 |
|
11,277,577 |
|
|
|
|
|
Amortisation |
|
|
|
At 1 July 2009 |
|
(1,909,596 |
) |
Charge for the year |
|
(1,127,758 |
) |
|
|
|
|
At 30 June 2010 |
|
(3,037,354 |
) |
|
|
|
|
Net book value |
|
|
|
At 30th June 2010 |
|
8,240,223 |
|
|
|
|
|
At 30th June 2009 |
|
9,367,981 |
|
8 Tangible fixed assets
|
|
|
|
Fixtures, fittings, |
|
|
|
|
|
Website |
|
tools & equipment |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
Cost |
|
|
|
|
|
|
|
At 1 July 2009 |
|
920,726 |
|
380,170 |
|
1,300,896 |
|
Additions |
|
570,392 |
|
247,115 |
|
817,507 |
|
Disposals |
|
|
|
(79,044 |
) |
(79,044 |
) |
|
|
|
|
|
|
|
|
At 30 June 2010 |
|
1,491,118 |
|
248,241 |
|
2,039,359 |
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
At 1 July 2009 |
|
325,890 |
|
205,629 |
|
531,519 |
|
Charge for year |
|
396,681 |
|
116,287 |
|
512,968 |
|
Disposals |
|
|
|
(49,507 |
) |
(49,507 |
) |
|
|
|
|
|
|
|
|
At 30 June 2010 |
|
722,571 |
|
272,409 |
|
994,980 |
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
At 30th June 2010 |
|
768,547 |
|
275,832 |
|
1,044,379 |
|
|
|
|
|
|
|
|
|
At 30th June 2009 |
|
594,836 |
|
174,541 |
|
769,377 |
|
During the year, fixture and fittings with a net book value of £29,537 were disposed of for £nil proceeds following the Companys move to new premises at 15 Worship Street.
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
9 Debtors
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Trade debtors |
|
1,509,705 |
|
1,383,347 |
|
Deferred tax asset |
|
101,686 |
|
77,238 |
|
Prepayments & other debtors |
|
140,314 |
|
69,901 |
|
|
|
|
|
|
|
|
|
1,751,705 |
|
1,530,486 |
|
The movement in the deferred tax asset in the year is as follows:
Group |
|
£ |
|
|
|
|
|
At beginning of year |
|
77,238 |
|
Credit to the profit and loss for the year |
|
22,622 |
|
Adjustment in respect of prior year |
|
1,826 |
|
|
|
|
|
At end of year |
|
101,686 |
|
The elements of deferred taxation are as follows:
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Difference between accumulated depreciation and amortisation and capital allowances |
|
43,272 |
|
45,179 |
|
Short term timing differences |
|
58,414 |
|
32,059 |
|
|
|
|
|
|
|
Deferred tax asset |
|
101,686 |
|
77,238 |
|
These deferred tax assets have been recognised as it is considered probable that there will be future taxable profits against which the Group can utilise the benefits of them.
10 Creditors: amounts falling due within one year
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank loan (note 11) |
|
2,228,333 |
|
1,000,000 |
|
Trade creditors |
|
417,469 |
|
225,263 |
|
Amounts owed to group undertakings |
|
|
|
|
|
Other taxation and social security |
|
291,096 |
|
228,026 |
|
Corporation tax payable |
|
242,950 |
|
326,881 |
|
Accruals and deferred income |
|
481,535 |
|
374,436 |
|
Deferred consideration for shares of subsidiary |
|
|
|
1,000,000 |
|
|
|
|
|
|
|
|
|
3,661,383 |
|
3,154,606 |
|
Toptable Holdings Limited |
|
Consolidated financial statements |
Year ended 30 June 2010 |
Notes (continued)
11 Creditors: amounts falling due after more than one year
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank loan |
|
|
|
2,178,683 |
|
Shareholders Loans |
|
800,000 |
|
|
|
|
|
|
|
|
|
|
|
800,000 |
|
2,178,683 |
|
On the 4th November 2008, the Company entered in to a loan facility for £3,250,000 with Barclays Bank Plc. The first repayments, both for £500,000, were made on 8th November 2009 and 8th May 2010.
The repayment schedule for the remainder of the loan is; 8th November 2010 - £750,000; 8th May 2011 - £750,000; 8th November 2011 - £750,000. The banks margin in respect of the facility was 3% above LIBOR.
The facility is guaranteed by a charge over the Companys shareholding in toptable.co.uk Ltd and a cross guarantee from toptable.co.uk in respect of the Companys obligations under the facility and a debenture from toptable.co.uk Ltd in support of this guarantee.
Bank loans are shown net of issue costs of £21,667 (2009: £71,317). These are being released over the term of the bank loan, being 3 years.
On 22 September 2009 the Company entered in to a loan agreement for £500,000 with certain of the Companys shareholders. On 4 March 2010 the Company entered in to a further loan agreement for £300,000 with another of the Companys shareholders. The term of these loans is 2 years with a fixed interest rate of 6%pa.
The Group also has a £250,000 overdraft facility with Barclays Bank Plc for working capital purposes. On the 4 November 2010, a written commitment was received from the bank renewing this facility. Interest charged will be 3% p.a above the Bank of Englands base rate and it is secured by a cross guarantee and debenture by and between Toptable Holdings Limited and toptable.co.uk Limited.
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
12 Employee share schemes
Share based payments
The Company runs an EMI option scheme for employees of its subsidiary, Toptable.co.uk Ltd. A period of two years is required to pass from date of grant before the employee is able to exercise the option. On leaving the subsidiary of the Company, all options lapse.
The terms and conditions of grants are as follows:
Grant date/ Employees entitled/ nature of |
|
Number of |
|
Vesting conditions |
|
Contractual life of |
|
|
|
|
|
|
|
Equity-settled award to employees of toptable.co.uk granted on 19th July 2005 |
|
381,310 |
|
Vest over 2 year 9 months |
|
19 July 2015 |
Equity-settled award to employees of toptable.co.uk granted on 14th March 2006 |
|
37,845 |
|
Vest over 2 year 9 months |
|
14 March 2016 |
Equity-settled award to employees of toptable.co.uk granted on 2nd October 2006 |
|
71,486 |
|
Vest over 2 year 9 months |
|
2 October 2016 |
Equity-settled award to employees of toptable.co.uk granted on 25th April 2007 |
|
14,718 |
|
Vest over 2 year 9 months |
|
25 April 2017 |
Equity-settled award to employees of toptable.co.uk granted on 13th December 2007 |
|
136,009 |
|
Vest over 2 year 9 months |
|
13 December 2017 |
Equity-settled award to employees of toptable.co.uk granted on 21st May 2008 |
|
101,926 |
|
Vest over 2 year 9 months |
|
21 May 2018 |
Equity-settled award to employees of toptable.co.uk granted on 19th November 2008 |
|
8,750 |
|
Vest over 2 year 9 months |
|
19 November 2018 |
Equity-settled award to employees of toptable.co.uk granted on 16th September 2009 |
|
55,125 |
|
Vest over 2 year 9 months |
|
16 September 2019 |
Equity-settled award to employees of toptable.co.uk granted on 22nd February 2010 |
|
12,000 |
|
Vest over 2 year 9 months |
|
22 February 2020 |
Equity-settled award to employees of toptable.co.uk granted on 24th June 2010 |
|
15,000 |
|
Vest over 2 year 9 months |
|
24 June 2020 |
The shares over which the options are granted are held by the company sponsored ESOP trust until they have unconditionally vested and are exercised by the employee.
The number and weighted average exercise prices of share options are as follows:
|
|
2010 |
|
2009 |
| ||||
|
|
Weighted average |
|
Number of |
|
Weighted average |
|
Number of |
|
|
|
exercise price |
|
options |
|
exercise price |
|
options |
|
|
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at the beginning of the year |
|
0.4778541 |
|
612,251 |
|
0.5075916 |
|
728,474 |
|
Granted during the year |
|
1.4480769 |
|
82,125 |
|
1.3075300 |
|
8,750 |
|
Exercised during the year |
|
|
|
|
|
0.4054462 |
|
(50,771 |
) |
Lapsed during the year |
|
0.6151035 |
|
(15,612 |
) |
0.9171806 |
|
(74,202 |
) |
|
|
|
|
|
|
|
|
|
|
Outstanding at the end of the year |
|
0.5837051 |
|
678,764 |
|
0.4778541 |
|
612,251 |
|
|
|
|
|
|
|
|
|
|
|
Exercisable at the end of the year |
|
0.4351651 |
|
568,542 |
|
0.2548678 |
|
428,520 |
|
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
12 Employee share schemes (continued)
The options outstanding at the year end have an exercise price in the range of £0.233053 to £1.507830 and a weighted average contractual life of 6 years.
Grants during the year
|
|
|
|
|
|
|
|
Year ended |
| ||||
|
|
Year ended 30 June 2010 |
|
30 June 2009 |
| ||||||||
|
|
16/09/09 |
|
22/02/10 |
|
24/06/10 |
|
21/05/08 |
| ||||
|
|
|
|
|
|
|
|
|
| ||||
Fair value at measurement date |
|
£ |
1.41881 |
|
£ |
1. 50783 |
|
£ |
1.50783 |
|
£ |
1.30753 |
|
Weighted average share price |
|
£ |
1.41881 |
|
£ |
1.50783 |
|
£ |
1.50783 |
|
£ |
1.30753 |
|
Exercise price |
|
£ |
1.41881 |
|
£ |
1.50783 |
|
£ |
1.50783 |
|
£ |
1.30753 |
|
Expected volatility (as used in the modelling under the black-scholes model) |
|
83 |
% |
83 |
% |
83 |
% |
83 |
% | ||||
Option life (expressed as weighted average life used in the modelling under binomial lattice model) |
|
2.5 years |
|
2 years |
|
1.5 years |
|
3 years |
| ||||
Expected dividends |
|
£ |
nil |
|
£ |
nil |
|
£ |
nil |
|
£ |
nil |
|
Risk-free interest rate (based on national government bonds) |
|
3 |
% |
3 |
% |
3 |
% |
5 |
% |
The expected volatility is calculated based on the weighted average remaining life of the share options.
The total expenses recognised for the year arising from share based payments are as follows:
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Equity settled share based payments |
|
44,114 |
|
77,788 |
|
13 Called up share capital
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
|
|
8,986,418 Ordinary shares of £1 each |
|
8,986,418 |
|
8,986,418 |
|
733,978 Own shares held of £1 each |
|
(733,978 |
) |
(733,978 |
) |
|
|
|
|
|
|
|
|
8,252,440 |
|
8,252,440 |
|
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
14 Reconciliation of movement in shareholders funds
|
|
Share capital |
|
Own shares |
|
Profit and loss |
|
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
At 1 July 2009 |
|
8,986,418 |
|
(733,978 |
) |
(1,091,690 |
) |
Loss for the period |
|
|
|
|
|
(711,680 |
) |
Share based payments expense |
|
|
|
|
|
44,114 |
|
|
|
|
|
|
|
|
|
At 30 June 2010 |
|
8,986,418 |
|
(733,978 |
) |
(1,759,256 |
) |
|
|
|
|
|
|
|
|
At 1 July 2008 |
|
8,986,418 |
|
(733,978 |
) |
(645,787 |
) |
Loss for the period |
|
|
|
|
|
(523,691 |
) |
Share based payments expense |
|
|
|
|
|
77,788 |
|
|
|
|
|
|
|
|
|
At 30 June 2009 |
|
8,986,418 |
|
(733,978 |
) |
(1,091,690 |
) |
There were no employees (2009: 4 employees) who exercised their options during the year and had their shares issued from the ESOP trust however these were subsequently repurchased by the trust, hence a nil net effect on the investment in own shares reserve.
15 Reconciliation of operating loss to operating cash flows
|
|
Year ended 30 |
|
Year ended 30 |
|
|
|
£ |
|
£ |
|
Operating loss |
|
(236,146 |
) |
(32,280 |
) |
Depreciation and amortisation |
|
1,640,726 |
|
1,504,897 |
|
Share based payment charge |
|
44,114 |
|
77,788 |
|
(Increase) / decrease in debtors |
|
(221,219 |
) |
125,732 |
|
Increase / (decrease) in creditors |
|
398,098 |
|
(14,354 |
) |
|
|
|
|
|
|
Net cash inflow from operating activities |
|
1,625,573 |
|
1,661,767 |
|
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
16 Analysis of cash flows
|
|
Year ended |
|
Year ended |
|
|
|
£ |
|
£ |
|
Returns on investment and servicing of finance |
|
|
|
|
|
Interest received |
|
5 |
|
1,321 |
|
Interest paid |
|
(198,074 |
) |
(238,408 |
) |
|
|
|
|
|
|
|
|
(198,069 |
) |
(237,087 |
) |
|
|
|
|
|
|
Capital expenditure and financial investment |
|
|
|
|
|
Purchase of tangible fixed assets |
|
(817,507 |
) |
(634,173 |
) |
|
|
|
|
|
|
Acquisitions and disposals |
|
|
|
|
|
Purchase of subsidiary undertaking (net of cash acquired) |
|
(1,000,000 |
) |
(1,423,000 |
) |
|
|
|
|
|
|
Financing |
|
|
|
|
|
Repayment of bank loan |
|
(1,000,000 |
) |
|
|
Shareholders loan received |
|
800,000 |
|
|
|
New secured loan |
|
|
|
1,212,083 |
|
|
|
|
|
|
|
|
|
(200,000 |
) |
1,212,083 |
|
17 Analysis of net debt
|
|
At 1 July |
|
Cash flow |
|
Non-cash |
|
At 30 June |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
826,195 |
|
(907,935 |
) |
|
|
(81,740 |
) |
Debt due within one year |
|
(2,000,000 |
) |
2,000,000 |
|
(2,228,333 |
)- |
(2,228,333 |
) |
Debt due after one year |
|
(2,178,683 |
) |
(800,000 |
) |
2,178,683 |
|
(800,000 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
(3,352,488 |
) |
292,065 |
|
(49,650 |
) |
(3,110,073 |
) |
|
|
At 1 July |
|
Cash flow |
|
Non-cash |
|
At 30 June |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
|
356,640 |
|
469,555 |
|
|
|
826,195 |
|
Debt due within one year |
|
(2,923,000 |
) |
923,000 |
|
|
|
(2,000,000 |
) |
Debt due after one year |
|
(1,426,520 |
) |
(752,163 |
) |
|
|
(2,178,683 |
) |
|
|
|
|
|
|
|
|
|
|
Total |
|
(3,992,880 |
) |
640,392 |
|
|
|
(3,352,488 |
) |
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
18 Commitments
Annual commitments under non-cancellable operating leases are as follows:
|
|
2010 |
|
2009 |
|
Land and buildings |
|
£ |
|
£ |
|
|
|
|
|
|
|
Operating leases which expire: |
|
|
|
|
|
Within one year |
|
|
|
|
|
Between two and five years |
|
106,720 |
|
85,000 |
|
|
|
|
|
|
|
|
|
106,720 |
|
85,000 |
|
|
|
2010 |
|
2009 |
|
Office equipment |
|
£ |
|
£ |
|
|
|
|
|
|
|
Operating leases which expire: |
|
|
|
|
|
Within one year |
|
|
|
6,561 |
|
Between two and five years |
|
4,848 |
|
|
|
|
|
|
|
|
|
|
|
4,848 |
|
6,561 |
|
19 Related party disclosures
Kjartan Rist, a director of the company and director of Korrall Venture Partnership LLP charged £12,000 (2009: £12,000) to Toptable.co.uk, a 100% owned subsidiary of the company for consultancy services provided during the period. There was no outstanding balance at the year end. Matthew Witt, a director of the company charged £5,000 (2009: £8,600) to Toptable.co.uk for consultancy services during the period. There was an outstanding balance of £1,400 at year end.
On 22 September 2009, the Company entered into a loan agreement for £500,000 with certain of the Companys shareholders. On 4 March 2010, the Company entered into a further loan agreement for £300,000 with another of the Companys shareholders. The term of these loans agreed is 2 years with a fixed interest rate of 6% pa.
20 Subsequent Events
On 15 September 2010, OpenTable, Inc., a company registered in the United States that operates a restaurant reservation site in the United States, announced that they had agreed to acquire all of the issued and outstanding share capital of the Company, for approximately $55.0 million in cash. The transaction closed on 1 October 2010 and OpenTable, Inc. is the Companys ultimate parent undertaking from that date.
Following completion, the bank loan and shareholders loans outstanding were both repaid in full.
Toptable Holdings Limited
Consolidated financial statements
Year ended 30 June 2010
Notes (continued)
21 Differences between United Kingdom and United States generally accepted accounting principles
The Group prepares its financial statements in accordance with accounting principles generally accepted in the United Kingdom (UK GAAP), which differ in certain respects from those principles that the Group would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States (US GAAP). The major differences between UK and US GAAP, which affect the consolidated financial statements, are described below, and their effect on the financial statements is summarised as follows:
Consolidated Statements of Loss and Deficit and Balance Sheets
|
|
Years ended June 30, |
| ||
|
|
2010 |
|
2009 |
|
|
|
£ |
|
£ |
|
Net Loss in accordance under UK GAAP |
|
(711,680 |
) |
(523,691 |
) |
Goodwill amortisation (a) |
|
1,127,758 |
|
1,157,758 |
|
Net Income in accordance under US GAAP |
|
416,078 |
|
634,067 |
|
Comprehensive income (loss) |
|
|
|
|
|
Comprehensive income under US GAAP |
|
416,078 |
|
634,067 |
|
|
|
Years ended June 30, |
| ||
|
|
2010 |
|
2009 |
|
Shareholders equity under UK GAAP |
|
6,493,184 |
|
7,160,750 |
|
Goodwill amortisation (a) |
|
1,127,758 |
|
1,157,758 |
|
Cumulative effect of goodwill amortisation |
|
1,909,596 |
|
751,838 |
|
Reversing initial recognition of goodwill (b) |
|
(5,864,340 |
) |
(5,864,340 |
) |
Shareholders equity under US GAAP |
|
3,666,198 |
|
3,206,006 |
|
(a) £11,277,577 of goodwill, representing excess of the fair value of the consideration given over the fair value of the separable net asset acquired, was recognized in the consolidated financial statements for the acquisition of the entire issued share capital of the Companys subsidiary, Toptable.co.uk Limited, in 2008. In accordance with UK GAAP requirements, this goodwill is being amortised over a period of ten years which is the period over which the directors believe the benefit will be received.
Under US GAAP and more specifically, Topic 350 Intangibles Goodwill and Other (SFAS No. 142, Goodwill), this goodwill should not be amortised, but should be tested, at least annually, for impairment at the reporting unit level. As a result of the variance in UK and US GAAP, a reconciling difference has been shown in the Consolidated statements of loss and deficit and balance sheets for the fiscal years 2010 and 2009, respectively.
(b) In addition, the US GAAP rules applicable at the time of the transaction result in the recognition of goodwill for a 48% transfer in ownership in toptable.co.uk only. The remaining 52% of the shares had been issued in a share exchange to existing shareholders, and no goodwill is recognized from this transaction under US GAAP. The transaction had resulted in a US GAAP goodwill of £5,413,237 only, which will be tested annually for impairment in accordance with Topic 350 Intangibles Goodwill and Other. Since no step-up for the 52% had been recorded under US GAAP, the corresponding increase in equity recorded under UK GAAP of £5,864,340 needs to be reversed under US GAAP.
Statement of Cash Flows
There are no material differences between cash or funds flows reported in the primary financial statements and cash flows under UK GAAP that would be reported in a statement of cash flows prepared in accordance with accounting principles generally accepted in the United States.