Notes to the consolidated financial statements

Activities

Unica Groep BV supports its clients by offering sustainable technological solutions for safety, communication and comfort.

Unica Groep BV has its registered office and head office in Hoevelaken (the Netherlands) and is listed in the Trade 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 appear in the consolidated financial statements of Prisma Technologies BV together with the financial data of the other companies belonging to the group. Copies of the financial statements can be obtained from the Trade Register of the Chamber of Commerce in Arnhem.

Mergers and acquisitions

In 2021, 3 strategic acquisitions were made by Unica Groep BV, namely Pranger-Rosier, Fire Safety Holding BV and In2Scope BV. All acquisitions have been accounted for using the purchase accounting method on a provisional basis. The goodwill paid, including amounts for brand name, order backlog and customer relationships, are as 'purchases goodwill' included in the statement of movements of the intangible fixed assets. In determining the investments in goodwill, brand name, order backlog and customer relationships, the value of the deferred tax liabilities on the imputed value of brand name, order backlog and customer relationships.

Pranger-Rosier

On 26 June 2021, Unica Installatietechniek BV acquired 100% of the shares of Pranger-RosierHolding BV, Pranger-Rosier Vastgoed BV, Pranger-Rosier Installaties BV, Equu BV and 70% of the shares of Installatiebedrijf Otte BV. In December 2021, the remaining 30% of the shares of Installatiebedrijf Otte BV were sold by Pranger Rosier Holding BV.

The total purchase price (including transaction costs) of the two acquisitions amounted to € 41.9 million. After deduction of a total fair value of the assets and liabilities of € 10.3 million, the entire provisional value allocated to goodwill, brand name, order backlog and customer relationships € 31.6 million. Including an imputed value for latent tax liabilities, the total investment in goodwill, brand name, order backlog and customer relationships is € 35.7 million.

Fire Safety Holding BV

On 2 July 2021, Unica Fire Safety BV acquired 100% of the shares of Fire Safety Holding BV.

The total purchase price (including transaction costs) of the acquisition amounted to € 49.8 million. Less a total real value of the assets and liabilities of € 4.1 million, the provisional value allocated to goodwill amounted to, brand name, order backlog and customer relationships € 45.7 million. Including an imputed value for latent tax liabilities, the total investment in goodwill, brand name, order backlog and customer relationships is € 48.1 million.

In2Scope BV

On 1 October 2021, Unica ICT Solutions B.V. acquired the assets and liabilities of In2Scope BV.

Consolidation principles

The consolidated financial statements of Unica Groep BV include the financial data of companies belonging to the group and other legal entities over which it exercises dominant control or that it manages centrally. The consolidated financial statements have been prepared using the accounting principles for valuation and determination of 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 Access & Security BV, Hoevelaken *)
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 *)
Hellemans Consultancy BV, Amersfoort *)
Pro-Fa Holding BV, ‘s-Hertogenbosch *)
Pro-Fa Automation BV, 's-Hertogenbosch *)
Regel Partners BV, Hoevelaken *)
Synto BV, Goes (80%)
PCT International BV, Hoevelaken
Numan & Kant BV, Hoevelaken (75%)
Van Kempen Koudetechniek BV, Tiel
Van Kempen Service BV, Tiel
Unica Deutschland GmbH, Frankfurt
Nomi BV, Hoevelaken *)
Applicom Nederland BV, Nijmegen
Fire Safety Holding BV, Schoonhoven
Fire Safety Projects BV, Schoonhoven
Gerco Brandpreventie BV, Schoonhoven
Red Profs BV, Schoonhoven
Installatiebedrijf Otte BV, Sneek
Pranger Rosier Holding BV, Dokkum
Pranger Rosier Vastgoed BV, Dokkum
Pranger Rosier Installaties BV, Leeuwarden
Equu BV, Leeuwarden

*) For these group companies, a liability claim in accordance with art. 2:403 BW issued.

Unica Groep BV has a 75% share in the issued capital of Numan & Kant BV and an 80% share in Synto BV. A minority interest has been included in the equity and the result for this purpose. The share 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 (20%)
ProCUS v.o.f., Maarssen (50%)
Installatie Combinatie v.o.f. I4Care S gebouw, Zwolle (50%)
V.o.f. I4Installations 5L&6KLM, Oisterwijk (50%)
V.o.f. N2UE Zuidbroek, Zwolle (50%).

The following entities have not been consolidated but are presented in the balance sheet according to the equity method, under ‘Financial Fixed assets - non-consolidated participating interests’ and in the profit and loss account under ‘Share in the result of non-consolidated participating interests’:

- Berghege Heerkens v.o.f.,Oss (50%)
- V.o.f. Thales Unica, Huizen (50%)
- UDV Datacenters v.o.f., Hoevelaken (50%)
- V.o.f. Four Care, Enschede (25%)
- V.o.f. Four Care Gebouw S, Enschede (25%)
- Installatiecombinatie Isala v.o.f., Bunnik (25%)
- Combinatie v.o.f. Conradhuis, Amsterdam (50%)
- Bouwcombinatie Carebuilders-Unica v.o.f., Oss (50%)
- Pi2M BV, s’Hertogenbosch (50%)
- UR Cool BV, Den Ham (50%)
- Service Partners Midden-Holland BV, Bodegraven (33%)
- UDV Energie Schuttersveld v.o.f., Hoevelaken (50%)
- UDV Energie Zuideramstel v.o.f., Hoevelaken (50%)
- Voorst Energie BV, Zwolle (50%)
- D2B V.o.f., Bunnik (22%)

General accounting principles for preparing the consolidated financial statements

The consolidated financial statements were prepared in accordance with Part 9, Book 2 of the Dutch Civil Code. The assets and liabilities are valued and the result determined on the basis of historical cost. Unless a different accounting principle is specified for an item on the balance sheet, assets and liabilities are valued using the cost price model.

Income and expenditure are allocated to the financial year to which they are related. Only profits realised at the balance sheet date are included. Obligations and potential losses arising before the end of the reporting period are 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 principles concerning the primary financial instruments, please refer to the treatment for that individual balance sheet item.

Impact of geopolitical tension

The war in Ukraine that started in early 2022 has of course been noted by the Board of Unica. Considering the current situation and on the basis of the knowledge and information available at this time, the Board of Directors believes that the expected impact of this war, for example on procurement, strategy and everyday operations and financing, is such that there is no cause to doubt the going concern principles on which the consolidated financial statements are based.

Principles for the valuation of assets and liabilities and determination of the result

Intangible fixed assets

Goodwill

Goodwill is valued at the amount of the costs incurred, less 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 applied. 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 viable. The development of an intangible fixed asset is deemed commercially viable 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 make this possible), 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 5 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 moment at 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

Tangible fixed assets 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 zero. A provision is formed if the company acts as guarantor in full or in part for the debts of the participating interest in question, or has an actual obligation to guarantee payment (for its share) of its debt by the participating interest. When determining the size of this provision, provisions for bad debts already deducted from receivables from the participating interest can be 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, less impairments where applicable. Impairments apply when the recoverable amount is less than the book value.

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

Stocks

Stocks of raw materials and consumables are valued at acquisition price or net realisable value, if lower. This lower net realisable value is determined by individual assessment of the stocks. The valuation of 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 included 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 that 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 arising from projects in progress are included 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 in the basis of 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 shows a negative balance, the overall balance is reported under current assets. If the total for all projects in progress shows 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 included at their fair value and subsequently valued at their amortised cost price. The amortised cost price is equivalent to nominal value less provisions deemed necessary because of the risk of bad debts. These provisions are determined based on individual assessments of the receivables.

Receivables

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

Cash and cash equivalents

Cash and cash equivalents are valued at 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 is able to bear said losses. If the consolidated companies subsequently record profits, these 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 in the estimated costs expected to result from current guarantee commitments as at the balance sheet date arising from 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 service to date, employees’ ages and the expected employee turnover, while allowing for the specific nature of the long-service scheme and social security charges. The long-service payment is attributed in proportion to the length of service, and the present value calculated using a discount rate of 5%.

Accounting principles for bonuses and profit sharing

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

Current liabilities

Loans and debts are initially included at their fair value and subsequently valued at their amortised cost price.

Invoiced revenue

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

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

The result included for participating interests over which significant influence is exercised in terms of the commercial and financial policy is the share of the result of the participating interests in question, attributable to the company. This result is determined on the basis of the accounting principles applicable at Unica Groep BV for valuation and 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 operates various pension schemes. These schemes are financed by payments to pension administrators, i.e. insurance companies with 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 included 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 at 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 the recovery plans of the pension administrator, result in expenditure for the company and are included as a provision in the balance sheet. Unica operates an average salary scheme.

At year-end 2021, 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 payment was made in cash and cash equivalents. The cash and cash equivalents already present in these group companies are deducted from the acquisition price.

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