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

In 2022, two strategic acquisitions were completed by Unica Groep BV, Electronic Application Laboratory (Apeldoorn) BV (hereinafter referred to as: EAL) and Working Spirit ICT BV (hereinafter referred to as: Working Spirit). 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 included as ‘purchases goodwill’ 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 are  taken into account.

EAL

On 15 April 2022, Unica Access & Security BV acquired 100% of the shares of E.A.L. Electronic Application Laboratory (Apeldoorn): The total purchase price (including transaction costs) amounted to €14.6 million, of which €3.7 million fair value of assets and liabilities and €10.9 million for goodwill.

Working Spirit

On 10 May 2022, Unica ICT Solutions BV acquired 100% of the shares of Working Spirit ICT BV. The acquisition was completed by the effective date 1 January 2022. The total purchase price (including transactions) amounted to €15.3 million, of which €3.0 million fair value of assets and liabilities and €12.3 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 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, adapted according to the Unica principles.

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 decision is taken to break off the group relationship.

The group companies fully 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 *) 

• PCT International BV, Deurne *)

• Numan & Kant BV, Strijen (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 Installaties BV, Dokkum

• Equu BV, Leeuwarden

• E.A.L. Electronic Application Laboratory (Apeldoorn) BV, Apeldoorn

• Working Spirit ICT BV, Deventer

*) For these group companies, a liability guarantee in accordance with art. 2:403 of the Dutch Civil Code has been issued.

Unica Groep BV has a 75% share in the issued capital of Numan & Kant BV and an 80% share in Synto BV until March 2022. A minority interest has been included in the equity and the result for this purpose. Unica Groep BV acquired the remaining 20% of shares in Synto BV in March 2022. The share in the issued capital of the other group companies is 100%.

The following participating interests are consolidated on a proportional basis:

De volgende deelnemingen zijn proportioneel geconsolideerd:

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

• Bouwcombinatie DUS vof, Vught (50%)

• ProCUS v.o.f., Maarssen (50%)

• Zorgbeheer Isala v.o.f., Bunnik (20%)

• Bouwcombinatie Nico de Bont – Unica vof, Vught (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’ in connection with the lack of materiality in property, debts to third parties or not yet invoiced result.

• Bouwcombinatie Berghege-Heerkens-Unica v.o.f., Oss (50%)

• V.o.f. Thales Unica, Huizen (50%)

• Unica DuraVermeer Datacenters v.o.f., Hoevelaken

• V.o.f. Four Care, Enschede (22%)

• V.o.f. Four Care Gebouw S, Enschede (20%)

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

• Combination v.o.f. Conradhuis, Amsterdam (50%)

• Bouwcombinatie Carebuilders-Unica v.o.f., Oss (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 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.

System change

Since 2022, Unica has been operating the amended guidelines of the Dutch Accounting Standards Board in respect of presentation, valuation and interim results from projects in progress.

In the profit and loss account, starting in 2022, the revenue generated both from completed projects and changes in projects in progress is presented on balance, as net revenue. Up to and including 2021, the change in capitalised costs and the results allocated on that basis were presented in the profit and loss account under ‘Change to projects in progress’.

One significant change in the accounting of net revenue of projects in progress in the new guidelines is that revenue must be accounted for per performance obligation rather than per contract. A promised asset or promised service can be distinguished if the following criteria are met:

1. the customer can independently use the benefits of goods or services, separately or jointly with resources that the customer has or can obtain; and

2. the promise to supply goods or services can be distinguished from other promises contained in the agreement.

If two or more promises contained in the agreement to supply goods or services cannot be separately distinguished, these promises will be combined to a combination of goods or services that can jointly be distinguished from other promises in the agreement.

In the included net revenue, Unica has applied the prospective option, which means that this amended accounting for revenue has only been applied to new contracts in 2022.

The comparative figures have been duly adjusted in the presentation, valuation and interim results. The effects of this prospective application of the system change for the whole of the financial statements proved to not be of material importance in respect of the profit and loss account.

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.

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 amortisations 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. The amortisation period differs from that in Article 2:386 paragraph 3 of the Dutch Civil Code as this corresponds better to the expected economic life. For the goodwill paid in relation to the acquisition of knowledge-intensive companies, Unica Groep BV operates an amortisation period of ten years. The economic life and amortisation method are reviewed at the end of every financial year. The financial statement item goodwill also includes brand name, customer contracts and order backlog. These are valued at acquisition price as determined on the basis of the multiperiod excess earnings model, less the cumulative amortisations and if applicable impairments. The costs for the brand name and customer contracts capitalised in this way are amortised according to the linear method over a period of 5 and 10 years, respectively. The costs capitalised under backlog are amortised over a period of 18 months in line with the determined economic life.

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 purchased licences, are valued at the acquisition price. From the moment on which they are ready for use, they are amortised over an expected future useful life of five years on a straight-line basis. Licences for Software as a Service (SaaS) and maintenance costs for purchased licences and software are not capitalised.

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 with the legal form private limited liability company 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. For any additional payment obligations for general partnerships, no provision is included but an obligation.

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 historical cost price or net realisable value, if lower (provision for non-saleability). 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 (integrated cost price method).

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.

For the total for all projects in progress showing a negative balance, the overall balance is reported under current assets. For the total for all projects in progress showing 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. 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.

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 and is reported separately from the cash and cash equivalents that are at the company’s free disposal.

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

Provisions for guarantee commitments

The provision for guarantee commitments is included in the estimated costs expected to result from current guarantee commitments and claims as at the balance sheet date arising from the goods and services supplied. Guarantee claims are charged to this provision.

Provisions for long-service payments

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%.

Provisions for deferred taxes

For tax payable in the future arising from the differences between commercial and fiscal balance sheet valuations, a provision is established equal to the sum of these differences multiplied by the applicable tax rate. From this provision, a deduction is made for the tax amounts payable in the future arising from the available forward loss compensation, in as much as it is probable that the future fiscal profits will become available for setoff. The provision for deferred taxes is valued at nominal value.

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.

Net revenue

Net revenue or the sum of operating income relates to the sales value of goods and services supplied in the year under review.

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

The result included for participating interests over which no 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.

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 accounted for 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. All current pension schemes are based on the principle of defined contribution. Unica operates an average salary scheme.

At year-end 2022, 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 and whereby active deferred taxes are only valued in as much as they are expected to be realised.

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 profit is included under the cash flow from operating activities.

The acquisition price of group companies that were acquired are 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 not deducted from the acquisition price and are included separately.

Interest received and paid, and dividends received and paid are included in the cash flow from financing activities.