Notes to the consolidated financial statements

Activities

Unica Groep BV offers its clients sustainable technological solutions for safety, communication and comfort.

Unica Groep BV has its registered office and head office in Hoevelaken (Netherlands) and is listed in the Commercial Register of the Chamber of Commerce under number 05068404.

Group parent company

The company is part of an economic entity with Prisma Technologies BV in Hoevelaken as the group parent company. The financial data of the company are included in the consolidated financial statements of Prisma Technologies BV along with the other companies belonging to the group. Copies of this can be obtained from the Commercial Register of the Chamber of Commerce in Arnhem.

Mergers and acquisitions

During the financial year, Unica acquired 100% stakes in PCT International BV, Van Kempen Service BV and Van Kempen Koudetechniek BV. Additionally, Unica acquired 75% of the shares in Numan & Kant BV. A total of €22.2 million was paid in these transactions, of which €3.1 million for the fair value of the assets and liabilities and €19.1 million for goodwill.

Consolidation principles 

The consolidated financial statements of Unica Groep BV include the financial data of companies belonging to the group and other legal entities where it exercises dominant control or that it manages centrally. The consolidated financial statements have been prepared using the accounting principles for valuation and for determining the result of Unica Groep BV.

The financial data of Unica Groep BV are included in the consolidated financial statements; accordingly, an abridged profit and loss account suffices in the company financial statements, pursuant to Book 2, Article 402 of the Dutch Civil Code.

The financial data of the group companies and the other consolidated legal entities and companies are included in full in the consolidated financial statements, after elimination of intra-group balances and transactions. Third-party interests in the equity and in the result of the group companies are disclosed separately in the consolidated financial statements.

The results of newly acquired group companies and other consolidated legal entities and companies are consolidated from the date of their acquisition. On that date, the assets, provisions and liabilities are valued at fair value.

If the acquisition price exceeds the fair value of the acquired assets and liabilities, this constitutes goodwill. The goodwill is capitalised and amortised over the economic life. The results of divested participating interests are included in the consolidation until the date on which the group relationship was terminated.

The group companies included in the consolidation are:

• Unica Building Automation BV, Hoevelaken

• Unica Datacenters BV, Hoevelaken

• Unica Energy Solutions BV, Hoevelaken

• Unica Fire Safety BV, Hoevelaken

• Unica ICT Solutions BV, Hoevelaken

• Unica Industry Solutions BV, Hoevelaken

• Unica Installatietechniek BV, Hoevelaken

• Unica Special Security Projects BV, Hoevelaken

• Boele Fire Protection BV, Zoetermeer

• Brainpact BV, Venray

• Helhout Holding BV, Amersfoort

• Nsecure BV, Hoevelaken

• Numan & Kant BV, Hoevelaken (75%)

• PCT International BV, Hoevelaken

• Pro-Fa Holding BV, ‘s-Hertogenbosch

• Regel Partners BV, Hoevelaken

• Synto BV, Goes (80%)

• Van Kempen Koudetechniek BV, Tiel

• Van Kempen Service BV, Tiel

Unica Groep BV has a 75% stake in the issued capital of Numan & Kant BV and an 80% stake in Synto BV. The stake in the issued capital of the other group companies is 100%. 

The following participating interests are consolidated on a proportional basis:

• Installatie Combinatie v.o.f. I4Care, Zwolle (50%)

• Zorgbeheer Isala v.o.f., Bunnik (25%)

• Voorst Energie BV, Zwolle (50%)

• ProCUS v.o.f., Maarssen (50%)

• Installatie Combinatie v.o.f. I4Care S gebouw, Zwolle (50%)

• v.o.f. I4Installations 5L&6KLM, Oisterwijk (50%).

General accounting principles for preparing the consolidated financial statements 

The consolidated financial statements were prepared in accordance with the stipulations in Title 9, Book 2 of the Dutch Civil Code. The assets and liabilities have been valued and the result determined on the basis of historical cost. Assets and liabilities have been valued using the cost price model unless a different accounting principle is specified for the specific item in the balance sheet.

Income and expenditure are allocated to the financial year to which they are related. Only profits realised at the balance sheet date have been included. Obligations and potential losses arising before the end of the reporting period have been taken into account if they were known before the financial statements were compiled.

Financial instruments 

Financial instruments comprise not only primary financial instruments, such as receivables and debts, but also financial derivatives. The fair value of the instrument in question is disclosed in the explanatory notes to the separate items in the balance sheet if this differs from the book value.

If the financial instrument is not included in the balance sheet, information on the fair value is given in the explanatory note on the ‘Off-balance-sheet rights and obligations’. For the policies concerning the primary financial instruments, please refer to the treatment for that individual balance-sheet item.

The impact of Covid-19

2020 was dominated to a large extent by the Covid-19 pandemic. Despite the impact on the world’s population and the global economy, the effect was relatively limited for Unica Groep BV. Unica’s activities continued and the necessary measures were taken to ensure compliance with the guidelines issued by the Dutch National Institute for Public Health and the Environment (RIVM).

Operating revenue increased in 2020 by 11.5% to €539 million. The operating profit rose by 4.4% to €31.4 million. The net profit went up by 1.1% to €21.5 million (€21.2 million in 2019). Because of ongoing projects that were invoiced in advance, the liquidity position at year-end 2020 increased to €58.0 million (€14.3 million in 2019).

The order portfolio at year-end 2020 came to €671 million; based on the contracts that have been signed, the figure for 2021 will be approximately €500 million. The order portfolio is healthy in terms of quality and it is evenly balanced across the various clusters.

Based on the above, we conclude that the continuity of Unica Groep BV is not under threat.

Principles for the valuation of assets, liabilities and the result

Intangible fixed assets

Goodwill

Goodwill is valued at the amount of the costs incurred, fewer cumulative amortisation and, if applicable, less impairments. The annual amortisation charges are a percentage of the costs incurred, as specified below in the notes to the balance sheet. An amortisation period of seven or ten years is used.

The amortisation period differs from that in Book 2, Article 386, paragraph 3 of the Dutch Civil Code as this corresponds better to the expected economic life. The economic life and amortisation method are reviewed at the end of every financial year.

Development costs

Development costs are capitalised insofar as they relate to projects that are considered commercially feasible. The development of an intangible fixed asset is deemed commercially feasible if it is technically possible to complete the asset, if the company intends to complete the asset and subsequently to use or sell it (including making sufficient technical, financial and other resources available to enable this), if the company has the capacity to use or sell the asset, if it will probably generate future economic benefits and if the expenditure during development can be determined reliably. The development costs are valued at the production cost less cumulative amortisation and impairments. When the development phase ends, the capitalised costs are amortised over the expected useful life, namely five years. Amortisation is on a straight-line basis.

The costs of research and the other development costs are charged to the profit and loss account in the period in which they are incurred. A statutory reserve is formed for the portion of the capitalised development costs that have not yet been amortised. This amount is determined annually.

Software

The costs of intangible fixed assets other than assets generated internally, including software and licences, are valued at the acquisition price. From the date on which they are ready for use, they are amortised over an expected future useful life of five years on a straight-line basis.

Tangible fixed assets

The property, plant and equipment are valued at acquisition price, less cumulative depreciation and, if applicable, impairments. Depreciation is based on the estimated economic life and is calculated on a straight-line basis. Depreciation starts from the date on which the asset is put to use.

Financial fixed assets

Non-consolidated participating interests over which significant influence is exercised in terms of the commercial and financial policy are valued at net asset value, but never less than zero. This net asset value is calculated using the accounting principles of Unica Groep BV.

Participating interests with a negative net asset value are measured at nil. A provision is formed if the company acts as guarantor in full or in part for the debts of the investee company in question, or has an actual obligation to guarantee payment (for its share) by the investee company of its debts. When determining the size of this provision, provisions for bad debts already deducted from receivables from the participating interest are taken into account.

Participating interests over which no significant influence is exercised in terms of the commercial and financial policy are valued at acquisition price, fewer impairments where applicable. Impairments apply when the recoverable amount is less than the book value.

The receivables from participating interests, loans to participating interests and other receivables are initially recognised at fair value and subsequently at amortised cost less any provisions deemed necessary.

Stocks

Stocks of raw materials and consumables are valued at the acquisition price, or net realisable value if lower. This lower net realisable value is determined by individual assessment of the stocks. The valuation of the stocks of raw materials and consumables uses weighted average prices.

Projects in progress

The projects in progress for third parties are valued at the realised project costs plus the allocated profit less the recognised losses and invoiced instalments. No profit is allocated if the result for a particular project in progress cannot be reliably estimated. The project costs consist of the costs directly related to the project in question, the costs that are attributable to general project activities and can be allocated to the project in question, and other costs that can be charged to the customer based on the contract.

Project income and project costs on account of projects in progress are recognised in the profit and loss account as income and expenditure in proportion to the performance delivered as at the balance sheet date. The profit attributable to the work carried out is determined based on the hours or costs incurred for the project in progress as at the balance sheet date in relation to the expected total hours or costs to be incurred for the project.

If the total for all projects in progress gives a negative balance, the overall balance is reported under current assets. If the total for all projects in progress gives a positive balance, the overall balance is reported under current liabilities. Project income realised in the financial year is included as income in the profit and loss account in the ‘Change in invoiced revenue’ item as long as the project remains unfinished. Project costs are included in the costs of raw materials and consumables, the costs of outsourced work, the hire of third parties and other external costs.

Accounts receivable

Trade receivables are initially recognised at their fair value and subsequently valued at their amortised cost. The amortised cost is equal to the nominal value less any provisions deemed necessary for bad debts. These provisions are determined based on individual assessments of the receivables.

Receivables

The receivables are initially recognised at their fair value and subsequently valued at their amortised cost. A deduction is made for provisions deemed necessary because of the risk of bad debts. These provisions are determined based on individual assessments of the receivables.

Cash and cash equivalents

The cash and cash equivalents are valued at the nominal value. If the cash and cash equivalents are not at the company’s free disposal, this is taken into account in the valuation.

Third-party interests in group equity

Third-party interests in group equity are minority interests of third parties in the equity capital of the consolidated companies. Third-party interests in the result of the consolidated companies are deducted from the group result in the profit and loss account.

If the losses attributable to the minority interest of third parties exceed the minority interest of third parties in the equity of the consolidated companies, the difference and any further losses are charged in full to Unica Groep BV, unless and insofar as the holder of the minority interest has an obligation and can bear the said losses. If the consolidated companies subsequently record profits, those profits accrue in full to Unica Groep BV until the losses borne by Unica Groep BV have been recouped.

Provisions

The provision for guarantee commitments is included for the estimated costs expected to result from current guarantee commitments as at the balance sheet date on account of the goods and services supplied. Guarantee claims are charged to this provision. A provision is included for the long-service payments payable to employees in the future. The calculation takes account of the length of employment to date, employees’ ages and the expected attrition in employees, while allowing for the specific nature of the long-service scheme and the social security charges. The long-service payment is attributed in proportion to the length of employment, and the present value calculated using a discount rate of 5%.

Accounting principles for bonuses and profit-sharing

A liability is recognised for bonus schemes and profit-sharing based on the relevant performance schemes. The liability is included as such in the current liabilities.

Current liabilities

The loans and debts are initially recognised at their fair value and subsequently valued at their amortised cost.

Invoiced revenue

Invoiced revenue refers to the amounts charged for goods and services supplied in the financial year.

Share in result of non-consolidated companies in which there is a participating interest

The result recognised for participating interests over which significant influence is exercised in terms of the commercial and financial policy is the share attributable to the company of the result of the investee companies in question. This result is determined on the basis of the accounting principles applicable at Unica Groep BV for valuation and the determination of the result. In the case of participating interests over which no significant influence is exercised in terms of the commercial and financial policy, the dividend is treated as profit. It is included in the financial income and expenditure.

Wages and salaries

Unica Groep BV has various pension schemes. These schemes are financed by payments to pension administrators, i.e. insurance companies and sectoral pension funds. The pension liabilities in the scheme with the sectoral pension fund are valued based on the ‘liability to the pension administrator’ approach. In this approach, the contributions payable to the pension administrator are recognised as expenditure in the profit and loss account.

Based on the administration agreement, an assessment is made as to whether and, if so, what liabilities exist on the balance sheet date in addition to the payment of the annual contribution owed to the pension administrator. These additional liabilities, including any liabilities based on recovery plans of the pension administrator, result in expenditure for the company and are included as a provision in the balance sheet. Unica has an average salary scheme.

At year-end 2020 (and 2019) there were no pension receivables and no liabilities other than the payment of the annual contribution payable to the pension administrator.

Taxes

Corporation tax is calculated at the applicable rate for the profit for the financial year, taking into account permanent differences between the profit calculation for the financial statements and the profit calculation for tax purposes.

Accounting principles for preparing the consolidated cash-flow statement

The cash flow statement has been prepared using the indirect method. The funds in the cash flow statement consist of cash and cash equivalents. Cash flows in foreign currencies are converted at an estimated average exchange rate.

Tax on profits, interest received and paid and dividends received are included under the cash flow from operating activities. Dividends paid are included in the cash flow from financing activities.

The acquisition price of group companies that were acquired is included in the cash flows from investment activities, insofar as the companies were paid using cash and cash equivalents. The cash and cash equivalents already present in these group companies are deducted from the acquisition price.