Building for the future / Annual Report 2010

Transcription

C TA C A n n u a l R e p o rt 2 0 1 0
PUBLICATION
Goudsbloemvallei 30
5237 MJ ’s-Hertogenbosch
T. +31 (0)73 692 06 92
F. +31 (0)73 692 06 88
[email protected]
I.www.ctac.nl
Building for the future / Annual Report 2010
165,35
mm
Introduction
Ctac can look back on an eventful year. In particular a year in which we have
helped our clients to both stabilize and improve their performance in very
difficult market conditions. We have put all our efforts into keeping their
systems stable and we have ensured that, with the minimum costs possible,
they could develop their operations and, where possible, improve them. No
large scale projects – the market was not ready for that –, but exactly what was
necessary. So now, as the market picks up, our clients can begin to build again.
Ctac is strongly dedicated to building, too. First and foremost with
the customer, whose appetite for
investing in IT solutions is growing
again and who wishes to enhance his
competitive position. We help him to
expand his own business, to map out
his processes better and to optimise
his information supply in such a way
that he will have better management
information available. Ctac helps by
supplying software and by enhancing
or complementing existing software
with well-organised implementations. Additionally, we take over
the complete administration so that
organisations can fully concentrate
on their core business. And because
we understand the business of our
customer, we can take the discussion head-on and provide the correct
advice. Because that is our ambition:
to be more in the director’s seat and
offer businesses a better service in
that role. It fits in with our transition from IT specialist to Solution
Provider.
Obviously, as a company, we are
also building. As evidenced by our
staff on the photographs of this
annual report. For example, we are
building upon our portfolio that we
have expanded with new markets
and areas of knowledge. Such as
the healthcare market, which we
entered in 2010. And among other
things, we are building upon our
core values and staff satisfaction.
In coming years, we should like to
become one of the best employers.
The ’De Nieuwe Aanpak’ (The New
Approach) – DNA – has been created
for that. An approach that – speaking about building – is related to
our move to new office premises in
2012. DNA is based upon being a
modern employer combined with a
modern infrastructure, which makes
it possible to work anyplace, anywhere and on anydevice. It makes
our people a lot more flexible in
their working hours and methods.
Directing based on presence is being
replaced by directing based on
output. The backbone of DNA is an
infrastructure that is so state-of-theart that it does not matter any more
from where one is working. It may be
from home, but it may also mean to
be more often in the office, because
that will have become a meeting
place where all kinds of disciplines
gather for the purpose of generating
the best solutions for the customer.
DNA is also a statement of how
we, as service provider, are towards
our customers: reliable, innovative,
flexible, supportive and participating
in the thinking process.
Finally, 2010 was a year in which,
based on satisfaction surveys
amongst customers and staff, Ctac
has become a better company.
Which is not to say that we can now
rest on our laurels, because it is
always possible to do better still. All
in all, we are happy that customers
and partners have appreciated us so
well as a decisive mediator between
people and technology. And that, in
rather a tough year.
Henny Hilgerdenaar
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C T A C A nn u a l R e port 2 0 1 0
3
Contents
136
mm
3Introduction
5Contents
6 Ctac in figures
10Profile
16 The Ctac share
18 Board of Directors
19 Supervisory Board
22 Report of the Board of Directors
38Compliance with the Dutch Corporate Governance Code
42Report from the Supervisory Board
48 Financial statements
57
188
mm
mm
52 General information about Ctac
52 Major accounting principles applied for the financial statements
58 Principles for the cash-flow statement
58 Financial risk management
59 Key estimates and assumptions
59 Segment information
61 Intangible fixed assets
70 Tangible fixed assets
71 Deferred taxation
72Trade receivables and other accounts receivable
73 Liquid assets
73 Shareholders’ equity
73 Long-term liabilitie
75 Provisions
75 Trade payables and other debts
76 Staffing costs
76 Other operating costs
77 Financing gains and losses
77 Taxation
78 Results per share
78 Conditional and contractual obligations not shown on the balance sheet
79 Acquisitions and divestments
82 Related parties
84 Events after balance sheet date
85 Company balance sheet as at 31 december 2010 (after appropriation)
85 Company profit-and-loss account for 2010
86 Notes to the company balance sheet and profit-and-loss account
86 Tangible fixed assets
87 Intangible fixed assets
87 Financial fixed assets
88 Trade receivables and other accounts receivable
88 Shareholders’ equity
88 Long-term liabilities
89 Trade payables and other debts
89 Staff
89 Conditional obligations
89 Directors’ declaration
90 Other information
96Auditor’s report from the independent accountant
98 Historical summary
100terminology Index
101supplement 1
5
Ctac in figures
Key figures 2010
2009
188
Results (in EUR x 1 million)
Net turnover71.468.4
Gross margin55.051.0
Operating result 1.2
(1.8)
Result from ordinary activities before taxation
0.4
(2.6)
Net result
0.2
(2.1)
Cash flow (net result plus depreciation)
2.8
0.8
Employees (in FTE)
As at 31 December Average during the year
Turnover per employee (per FTE x EUR 1,000)
Turnover per chargeable employee (per FTE x EUR 1,000)
472
462
154
170
445
460
149
168
Selection of balance sheet figures
Shareholders’ equity18.618.4
Net debt4.63.4
Total equity50.143.9
Ratios
Operating result/net turnover
Net result/net turnover
Net result/average shareholders’ equity
Shareholders’ equity/total equity
1.7%
0.3%
1.1%
37.1%
98
(2.6%)
(3.1%)
(10.5%)
41.8%
Figures per share of EUR 0.24 nominal value
Weighted average of ordinary shares outstanding
11,526,459
11,526,459
Net result
0.02
(0.18)
Cash flow (net result plus depreciation)
0.25
0.07
Shareholders’ equity1.611.59
Proposed cash dividend
0
0
346
6
mm
mm
mm
Strong focus on strategy
Focusing on the future. In order to develop from ERP supplier into a
distinguishing Solution Provider, Ctac invests in sustainable solutions with
added value that are perfectly in line with today’s and tomorrow’s processes.
8
C T A C A n n u a l R e p o rt 2 0 1 0
9
innovate
co-innovation
powerful
Strategy
knowledgeoriented
Since 1992, Ctac has been assisting small, medium-sized and large
organisations with much passion and
verve in setting up, maintaining and
renovating their IT infrastructure.
Ctac is widely recognised as a knowledge company for good reason.
A computerisation firm, which constantly reflects on the challenges of
today and tomorrow and helps customers to flexibly adjust to changing
circumstances. A computerisation
firm, which incessantly builds for the
future of its customers and itself.
People and technology
Ctac connects extensive experience
in the sector with thorough expertise
in the area of IT solutions for business
processes. A combination that makes
organisations more flexible and more
powerful under all circumstances. We
assist our customers in realising lower
costs, higher turnovers, better products and/or a larger market share. In
short: more competitive advantages.
With our strategic solutions, we build
10
Ctac Managed Services
market-oriented
composed
solutions
services
a bridge between people (users) and
technology (software) in a pragmatic
and results-oriented way. To this end,
providing added value to customers –
different kinds of companies of every
size within various sectors – is always
the starting point.
Ctac thinks ahead
Whoever invests in technology is
looking to benefit from it over a long
period. That is why we deliver futureproof, durable solutions with added
value. Together with the customer, we
think along and develop functioning,
proven solutions that perfectly fit the
processes of today and tomorrow.
On top of that, we already keep an
eye on the solutions for the day after
tomorrow. Ctac spends a lot of time
on research and development. That
underscores our involvement and
customer focus, which explains our
success in the market.
Co-innovation
Over the years, the professionals of
Ctac have gained broad and profound
expertise in the business processes
within various market sectors. That
healthcare
know-how is the basis of a broad
spectrum of innovative solutions that
lend support to all core processes
within enterprises: from financial
administration to logistics and from
procurement to inventory management. Solutions that each have come
into being step by step, through close
cooperation with the market. Thanks
to this process of co-innovation,
our solutions and services connect
optimally with the ambitions of the
customer, allowing businesses to
automate more quickly and to operate
more efficiently.
Complete portfolio
Ctac offers a complete portfolio.
Our offer ranges from licensing
and solutions implementation to
management and hosting. Additionally, we deliver optimisation and
enhancement projects. This enables
us to deliver complete end-to-end
solutions. Powerful, composed solutions that stand out through optimum
attunement between software,
business processes and staff. We offer
sector-specific applications on the
basis of standard software compo-
Whether for the implementation of
high-value business software or for
managing systems, Ctac guarantees
to provide optimum service. To this
end, we should be pleased to act
as IT director for our customers. If
desired, in conjunction with carefully
selected external parties in order to
introduce to total solution – without
interrupting the business operations.
International
With establishments in Belgium,
Germany and France, our sectorspecific solutions are also making
headway internationally. In other
countries, we are being approached
by leading system integrators. By
now, the specific solutions for retail
are being offered in virtually the
whole of Europe.
Powerful business model
Ctac operates by the Ctac Powerhouse. A unique business model
which enables Ctac to position itself
powerfully in the market by virtue of
its flexible, decisive and demandoriented methods. The model is
based on different specialised,
enterprising, independently operating business units that each serve
their focus area – sector, service or
solution – in a streamlined manner.
As small, flexible players, they skilfully
The New Approach.
The ultimate objectives of the
DNA programme are improved
mm
employment practices, maximum
facilitated knowledge-sharing,
3 8 .8 0 6
Profile
nents and profound knowledge of the
processes. Speaking of building: as
one of the largest SAP Gold Partner
in the Benelux and Gold Partner of
Microsoft, Ctac builds tailor-made
templates for specific sectors. These
pre-configured solutions – that we
supply to wholesalers, retailers, food
companies and housing corporations,
amongst others – can be quickly
implemented and yield results within
a short period of time. Additionally,
we offer a broad spectrum of IT
solutions for medium-sized and large
organisations, amongst others for
Business Intelligence, Warehouse
Management and Customer Relationship Management. Moreover, we are
ready for new opportunities, such as
cloud computing and Software-as-aService (SaaS). We complement our
solutions with an expansive portfolio
of training, hosting and management, secondment and consultancy
services.
maximum collaboration and
bringing the outside world in.
move with the customer. They deliver
tailor-made work, develop product
leadership and are keen on first class
partnerships with suppliers. Nonetheless, they are ‘powered by Ctac’,
will all the advantages of a corporate
identity, central marketing and sales,
financial control at holding level and
mutual attuning. Together, they are
large enough to offer customers the
desired continuity through a fullyfledged package of products and
services.
Ctac Powerhouse stands for synergy
through collaboration. Fruitful mutual
cooperation between the business
units, leading to surprising innovations, broader competencies and the
possibility of combining personal
entrepreneurship with developing
specialism(s). A model that encourages specialisation, knowledge
and a results-oriented attitude. Ctac
Powerhouse also stands for successful
national and international partnerships. Partnerships with principals.
Partnerships with the distributors of
our solutions. And partnerships with
suppliers, as SAP and Microsoft. The
effect is decisiveness, vigour and
broadly applicable, efficient solutions.
Within Ctac Powerhouse, professionalism and involvement go hand in hand
with a pragmatic, entrepreneurial attitude. Consultants are content-driven
and work on projects with a true
personal commitment. Developing
and retaining knowledge is a central
focus point. Because of that, Ctac
can offer more added value. In short,
a rock-solid organisation that stands
strong in the dynamic IT market of
today – and in the future.
Composed Solutions
The market changes and Ctac
changes with it. Business demand
solutions that quickly yield benefits,
with a short implementation period
and manageable costs. Standard products are preferred over tailor-made
ones, which are expensive, timeconsuming and additionally require
complex maintenance. Ctac knows
what is going on in the market and
reacts directly with so-called Composed Solutions: unique, sector-specific applications that are composed
of off-the-shelf components. They
can be easily chained into a broad,
modular solution. It may be an endto-end solution, but does not have
to be. See for instance our Fit4Retail
template that we can populate with BI
or document solutions, for example.
The possibilities are countless. And
the customer has the advantage of a
‘customised standard solution’, which
is surprisingly scalable and seamlessly
connects with the business requirements.
Many Composed Solutions come
about in cooperation with our partners. Apart from SAP and Microsoft,
who usually supply the templates,
there are specialised niche players,
such as Ricoh, Winshuttle, Qlikview
and Redwood.
Cross-border
organisational model
Our organisational model mirrors the
current market and clusters our specialisms and activities into four focus
areas: market-oriented units, SMEoriented units, knowledge-oriented
units and Ctac Managed Services.
In the Netherlands and Belgium
we serve all areas. And we are now
represented in Germany as in France.
11
Thanks to this cross-border approach,
we can support national as well as
international (roll out) projects.
sultants combine profound technical
expertise with a vast number of years
of experience.
Specialisms
Market-oriented units
Consumer Products
Ctac possesses profound knowledge
of the various sectors and markets
(verticals), ranging from food and retail
to logistics, utilities and wholesale. For
the market and sector-oriented units
of Ctac, the focus lies on knowledge
of the customer and his processes
(customer intimacy). All segmentspecific solutions that are supplied
by Ctac – for example, for utilities,
logistics providers and retail – are
supported on a project basis. Within
these sectors, Ctac also acts as a business partner and business consultant
and additionally offers solutions that
are tailored to the sector. Our power:
we know the challenges, closely follow
new developments and speak the
language of the concerned market.
Because we are ahead in signalling
changes in markets, we can translate
them into innovative IT solutions
which give the principal an edge.
The service-oriented business units
of Ctac unlatch specific IT expertise
across a broad spectrum and offer
support to organisations that wish to
ensure a professional infrastructure.
Delivers powerful SAP sector solutions, such as Run4Food, Run4Feed
and Run4Fresh, which build upon
years of experience in food and that
are suitable for all organisations
SME-oriented units
The SME-oriented units are components of the market-oriented units
that cover all of Ctac’s activities in
respect of small and medium-sized
enterprises. For these businesses, we
supply solutions that are based on
SAP software (amongst others, SAP
Business One) and Microsoft Dynamics. The SME-oriented units are a
one-stop shop for licensing, implementation projects, optimisations
and upgrades, functional support,
technical support and hosting, and
solutions based on ASP models.
Knowledge-oriented units
These specialised business units of
Ctac apply profound, sector-independent product knowledge towards
optimising core processes and solving
specific customer issues. Amongst
others, we have knowledge of
Business Intelligence (BI), Customer
Relationship Management (CRM)
and integration (SAP PI). We offer
advice, apply corrections and train
users. Innovation assists in creating
discerning qualities and enhances the
competitive position of customers. To
realise that time and again, the con-
12
• Market-directed specialism
“Ctac offers an extremely diverse
portfolio. Our offer ranges
from licensing and solutions
implementation to management
and hosting.”
Logistic Services
Wholesale
E-business Solutions
Market leader in SAP LES and SAP
SCM consultancy. SAP Expertise
Partner for Supply Chain Execution.
Accompanies change processes, and
offers advanced solutions for issues
such as storage methodology and
stock planning. Delivers first class
total solutions for managing the
logistical flow of goods, including
products and services for warehousing, transportation and customs
and excise.
With asset management, logistical
support and online ordering systems,
wholesale businesses respond to new
customer requirements. SAP Business
All-in-One supports all common business processes and lays an excellent
foundation for full integration.
Yellow & Red realises user-friendly
and solidly integrated business
solutions that businesses can start
using immediately. Usability, content
management and integration with
existing processes and systems.
Professional Services
Complete solutions for project
administration, including staging,
time tracking (for the correct projects
at the correct customers with the
concomitant tariffs) and fast handling
of the invoicing processes. Supports
project-based businesses in their
operations.
Enterprise Asset Management
Leisure & Hospitality
Unprecedented, ready to use, complete and fully integrated functionality
for the recreation and leisure market.
All business processes are supported
from front desk to financial administration. The result is more visitors
and lower business costs whether
you are an amusement park, zoo,
swimming complex or theater.
• Knowledge-directed
specialism
Real Estate
Our professionals have extensive
experience in all aspects of automation and can be widely deployed for
advice, projects, project management, administration and hosting,
interim management and full size
implementations.
within the entire business chain of the
foodstuff industry.
Are focused on improving processes
where supply and demand can greatly
fluctuate, with a limited use-by date
of the concerned goods.
Discrete Manufacturing
Leading in selected sectors
In principle, Ctac supports every type
of organisation in every sector but is
prominently present in the sectors
of Industrial Products and Logistic
Services, Consumer Products, Healthcare, Leisure and Hospitality, Real
Estate, Retail, Utilities, Professional
Services, Wholesale and Discrete
Manufacturing. Within these sectors,
we set the mark with innovative, progressive projects, powerful templates,
senior sector knowledge and a solid
understanding of the possibilities that
IT can offer businesses within these
sectors. Apart from having sector
knowledge, Ctac thoroughly knows
SAP and Microsoft.
Introduces SAP Business All-in-One
Manufacturing as a compact template
for the manufacturing industry, which
supports all common business processes in the manufacturing industry
and lays a solid foundation for full
integration.
Healthcare
Meets the growing demand for integral ERP and EPD functionality in the
healthcare industry. Amongst others,
using SAP for Healthcare, a modular
end-to-end solution for integrated
business operations, electronic
patient files and for more efficient
planning of treatments and care and
patient logistics.
Industrial Products
Coherent IT support for smooth
production within businesses, with an
expansive engineering component.
Assists manufacturing businesses with
a comprehensive offer: from process
optimisations to total and complex
SAP ERP implementations.
The IT partner of choice for the real
estate sector. Assists many corporations and dozens of other enterprises
with the realisation of modern real
estate information systems, on the
basis of the SAP platform. Uses
CHARE as a flexible foundation
for process-oriented information
management for real estate processes and activities.
Application Lifecycle Management
Aimed at efficient utilisation of
systems and applications – through
cost reduction, higher productivity or
better provision of services to operational divisions. Realises significant
savings when using SAP Solution
Manager. Gets businesses to get
more out of their SAP systems.
Business Intelligence
Retail
Smart SAP Retail solutions for retail
and wholesale companies. Qualified
SAP retail templates. Project responsibility and business consultancy. XV
Retail is the complete and flexible
software solution for optimum support of multichannel retail processes,
fully integrated with SAP. For profound insight into the business and
the entire supply chain.
Utilities
Business consultancy about and concerning systems (SAP ERP and SAP
IS-U) and business processes in the
world of energy. Including application
consultancy, project management
and business consultancy. Specialist
in the utilities sector, with relations
in production, commerce and (semi)
government as well.
Provides the management with accurate management reports at every
required level. Assists businesses
on the road to the best run business
through advice and implementation
services in the area of SAP BI. For
a better grip on the enterprise and
more focused reactions to market
opportunities at a lower cost.
Improved overall performance of
business assets at manageable
costs. Integral service for optimum
safety, availability of installation, issue
management and compliance. For
businesses that truly wish to operate
with durability in mind.
Enterprise Health Check
Research into the condition of businesses versus comparable organisations. Brings important bottlenecks
in the operation to the fore and
provides starting points for improvement. The result: cost savings,
better grip on the business and more
transparency.
Microsoft Dynamics
ERP and CRM business software from
Microsoft Dynamics. Can be linked to
SAP without problems. Complies with
high standards of usability, adjustability and scalability. One uniform reality
throughout the entire organisation for
a clear oversight of business information and higher productivity.
SAP ERP
SAP ERP optimises business processes by combining them into one
system. With greater efficiency and
costs savings as a result. Staff get – on
the basis of their role in the organisation – access to business information,
applications and analytical tools that
are essential for them.
Ctac Connector
Simple exchange of content, searching, viewing, amending and storing
with Ctac Connector, an innovative
interface that integrates Alfresco – a
document management system
based on open standards – with SAP.
NetWeaver Solutions
Opening up the SAP environment in
a user-friendly and safe manner. Yellow2B introduces maKLIK®, a unique
concept that makes SAP available
to a broader audience. Even for the
untrained SAP user.
13
Easy, fast and safe exchanging of data
between SAP and Microsoft Excel or
Access. A user-friendly and inexpensive solution for automating data
feeding and reducing the cost of data
management.
Invoice Cockpit
An innovative total solution for
electronic invoice processing that can
lower the cost per invoice by some
50-60%. Developed together with
ReadSoft and Ricoh, it saves you considerable time and delivers significant
efficiencies in invoice processing.
SAP Business All-in-One
Positioning and implementation of
comprehensive and adjustable SAP
solutions within SME. A specialism
that mYuice consciously concentrates
on with adjusted products (SAP
templates), a different price proposition and specialised consultants, who
speak the language of the entrepreneur.
SAP Business One
The administrative all-rounder
from SAP for SME, installed within
maximum fifteen days. No huge
investments and no high training
costs, but fast insight into business
operations.
Warehouse Optimization Services
Demonstrable improvement in yield
by using less space, fewer staff, more
pallet locations and providing better
service. Through physical rearrangement, advice on organisation and the
application of hardware and software,
logistics become a weapon. Savings
of sixty per cent on operational costs
are no exception.
Education
Training consultancy, practical training
courses and workshops in the use and
management of SAP systems. Uses
practical tools to implement change
management in the appropriate
manner and to achieve maximum
results from the projects. Professional
audits in Business Intelligence, SAP
Security, SAP Financials and ABAP.
• Specialism: Ctac Managed
Services
Hosting & Management
With services, such as management,
hosting and system optimisation,
Ctac relieves customers of having to
care for their systems (SAP and nonSAP). We support the complete life
cycle of systems, to enable customers
to concentrate fully on their core business. The way in which Ctac manages
SAP applications is generally considered to be state-of-the art.
Test Services
Focused on the professional and
structural screening of SAP and
adjacent applications during release
changes and other major changes to
the systems. Both for advice when
setting up the management organisations of our principals and also
for jointly carrying out the necessary
activities during the actual testing
itself.
mm
Winshuttle
What Retailers want is simplicity,
efficiency and user-friendliness combined with a complete solution. XV
Retail offers the perfect integration of
purchasing, logistics, product range
management and sales, giving you a
complete oversight of your business
and value chain. Moreover, it creates
a ‘super-highway’ to multi-channel
retailing.
252. 2
XV Retail
265
mm
Secondment (Detachering)
Resource management for Ctac. Staffing of Ctac projects and secondments to clients of both internal and
external consultants. In addition, Persity Resourcing employs consultants.
Highly experienced SAP professionals who are rewarded based on the
turnover generated. All employment
constructions are possible, but always
based on a strong personal network.
Recruitment
The right candidate for the right job,
with the focus on SAP. Recruiters who
look beyond the CV or job profile,
and take into account the character
of the candidate and the culture of
the client to crate the best possible
match.
131
14
mm
The Ctac share
188
Financial schedule for 2011/2012
16 March 2011
31 March 2011
12 May 2011
12 May 2011
16 May 2011
26 May 2011 31 August 2011
10 November 2011
14 March 2012
16 May 2012
Key figures ordinary shares
Publication of 2010 financial results
Publication of 2010 Annual Report
Shareholders Annual General Meeting
Publication of quarterly report for the first quarter 2011
Share is quoted ex-dividend
Dividend payout
Publication of half-year figures
Publication of quarterly report for the third quarter 2011
Publication of 2011 financial results
Shareholders Annual General Meeting
Weighted average of ordinary shares outstanding Highest closing rate 2010 (EUR) Lowest closing rate 2010 (EUR) Closing rate at year-end 2010 (EUR) Net result per share (EUR) Operating result per share (EUR) Dividend per share (EUR) Dividend yield in % at year-end 2010 Intrinsic value (EUR) data per share of EUR 0.24 nominal value Issued and paid-up capital
The company’s authorised capital
amounts to EUR 7,200,000, divided
into 30,000,000 shares with a nominal
value of EUR 0.24, consisting of:
14,999,999 ordinary shares, 15,000,000
preference shares and 1 priority share.
The subscribed capital is comprised
of 11,526,459 ordinary shares and 1
priority share.
16
mm
Development of share capital
On 31 December 2010, the total
number of outstanding ordinary
shares was 11,526,459.
Dividend policy
In principle, Ctac’s dividend policy
aims to pay 30 to 40 percent of the
net profit to the shareholders. With a
view to financing future growth, Ctac
may deviate from this policy.
11,526,459
2.45
1.85
2.09
0.02
0.10
0.00
0%
1.61
2010 Weighted average of ordinary shares outstanding Net result
Cash flow (net result plus depreciation) Shareholders’ equity Proposed dividend in cash 11,526,459
0.02
0.25
1.61
0
(Major) shareholders structure year-end 2010
Holders’ Zuidwal Holding B.V. * Alpha Holding B.V. ** Vereniging Friesland Bank Otterbrabant Beheer B.V. Free float Totaal Interest
27.2%
14.3%
9.2%
4.2%
45.1%
100%
2009
11,526,459
(0.18)
0.07
1.59
0
*Is a subsidiary within the meaning of article 1, paragraph 1.d of the Disclosure of Major Holdings in Listed Companies Act 1996
in conjunction with article 24a, Book 2 of the Netherlands Civil Code of Mr H.A.M. Cooymans.
** idem of Mr H.P.W.P.T.M. van Groenendael
17
Board of
Directors
Supervisory
Board
Mr H.L.J. Hilgerdenaar (1960),
Dutch nationality.
Mr H.P.W.P.T.M. van
Groenendael (1960),
Dutch nationality.
Mr W.J. Wienbelt (1964),
Dutch nationality.
Mr H.G.B. Olde Hartmann (1959),
Dutch nationality.
Statutory Director
Chief Executive Officer (CEO)
Statutory Director
Chief Information Officer (CIO)
Statutory Director
Chief Financial Officer (CFO)
Chairman of the Supervisory Board
209.88
18
Mr H.P.M. Jägers (1941),
Dutch nationality.
Mr E. Kraaijenzank (1956),
Dutch nationality.
Director/owner Financieel Bedrijfsmanagement (FBM) B.V.
Supervisory board memberships at
Papierverwerkende Industrie Van
den Brink B.V, VSI B.V. and Adimec
Holding B.V.
Emeritus professor at the Faculty
of Economics and Management &
Organisation at the University of
Amsterdam. Important ancillary positions: member of the Economic Board
of Stichting Erfgoed, chairman of the
WMO board Oisterwijk.
Director, CFO and COO of Avebe
Appointed Supervisory Director of
Ctac in May 2005. Current term is for
four years, until the date of the 2013
shareholders Annual General Meeting.
mm
19
Maximum balance
between man and technology
It has to make sense as a whole, but you also have to be able to do something with it.
The strategic solutions of Ctac create a bridge between user (man) and software
(technology), based on the continuous aim to increase value for the customer.
20
21
Report of the
Board of Directors
The focus in 2010 was on strengthening the market position and further
improving yields by reducing indirect
costs. One of Ctac’s strategic starting
points for improving its market position is growing from being an ERP
supplier into becoming a discerning
Solution Provider in the coming years.
To that end, Ctac has accentuated
its strategy in 2010 and optimised
the organisational structure. In order
to become a Solution Provider, Ctac
must take a next step as business
undertaking and expand its marketoriented templates with extra functionalities and new technologies, with
the aim of strengthening its current
market positions and of tapping new
markets. This is enabled by smartly
combining market knowledge with
technological knowledge from the
already available potential of solutions within Ctac.
22
2010 2009 2008 2007 2006
71,40268,36672,32050,30038,120
201
(2,115) 4,947 1,691 2,123
During the past year, Ctac’s extensive
customer base has once again proven
its value. In virtually all markets where
Ctac is active, there was sufficient
demand for further optimisation of
the business processes. The challenge faced by Ctac was mainly
the lack of large, new projects. The
Managed Services activities of Ctac in
particular yielded good results. The
consultancy units, which are more
sensitive to the economic climate,
found it harder to maintain their
occupancy levels in 2010. With a view
to market circumstances, Ctac has
selected to focus on the following
market sectors: Consumer Products,
Industrial Products and Logistic
Services, Leisure & Hospitality, Healthcare, Real Estate, Retail, Utilities,
Wholesale and Discrete Manufacturing. These are the markets in which
Ctac wants to realise its ambitions for
growth and enlarge its market share.
and modern surroundings. The DNA
program of Ctac consists of three
elements: “Bricks, Brains and Bits”. In
this context, “Bricks” stands for the
bricks that will be used to give shape
to the new head office, “Brains”
stands for daring to think and work
outside the mould and “Bits” stands
for using the right technology to
perform. Ctac aims to move to a new
head office in ‘s-Hertogenbosch (also
called Den Bosch) in the spring of
2012, which will be an office environment where cooperation and work
processes will be optimised for both
our people in the office and our
people working at customer sites.
As an enterprising and flexible business with motivated specialists on its
payroll, Ctac is convinced that it can
bring about the metamorphosis and
become a successful (international)
Solution Provider during the coming
years. Both challenging work and the
introduction of the “Ctac De Nieuwe
Aanpak” (The New Approach), or
“Ctac DNA”, will continue to make
working for Ctac enticing, in attractive
462
460
415
329
1.7% (2.6%) 10.7% 7.3%
219
10.2%
mm
After a noticeable setback in the
IT sector in 2009, 2010 witnessed
a cautious recovery. In particular,
through actively controlling occupancy levels and tighter project
management, Ctac was able to
finish 2010 with a small profit,
after the loss in 2009. The last
three quarters of 2010 saw higher
turnover levels than 2009. Turnover
in the first quarter of 2010 lagged
behind the relatively strong first
quarter of 2009, when the impact of
the economic crisis was not yet as
noticeable.
Results (x EUR 1,000) Net turnover
Net profit Staff
Average number of employees (FTE) Ratios
Operating result / net turnover Ctac is confident about the future
and has a positive outlook on 2011.
The organisation is ready for benefiting quickly from an improvement of
demand for IT services.
170.2 01
Ctac: Total solutions for
the core of the business
community
Strategy
It is Ctac’s ambition to become the
IT specialist of choice in the selected
market sectors and areas of knowledge. With this in mind, Ctac aims for
growth in turnover and improvement
of yields. The growth in turnover
should come from further expansion
of the market positions in the selected
market areas. The improvement of the
results will be the automatic consequence of hiring new staff, further
optimising of the occupancy level and
offering customers clearly demonstrable added value at normal market
prices. To this end, there is a continuous reflection on how customers
with specialised knowledge of market
sectors and knowledge of the latest
possibilities and applications in the
field of IT can be served best. In combination with standard solutions from
large ERP suppliers, such as SAP and
Microsoft, Ctac offers various powerful
templates (partly developed in-house)
and offers its customers additional
services in fields like hosting, management and training. In order to differentiate itself from its competitors,
an important strategic spearhead for
Ctac is to develop itself from a plain
ERP supplier into a discerning supplier of sector-specific and customerspecific solutions on the basis of
standard functionalities, for mediumsized as well as large enterprises. This
is done by capitalising on customer
demand for an IT service provider with
specialised knowledge of the activities
and core processes in the selected
sectors, capable of translating that,
in combination with good product
knowledge, into the best fitting
composed IT solutions. To be able to
exploit opportunities optimally, the
organisation has been structured in an
enterprising and dynamic manner. An
important aspect is creatively thinking
along with customers about how
they can enhance their effectiveness,
optimise their business processes and
reduce their costs.
From ERP service provider to
market-oriented and knowledgeoriented Solution Provider
In 2010, Ctac has arranged and optimised its organisation and accentuated its strategy in such a way that it
can optimally focus on the transition
from ERP service provider to Solution
Provider. In the coming years, more
attention will be paid to integrated
but nevertheless market-oriented
and/or knowledge-oriented business
units that are optimally structured
for offering customers high-quality,
specialistic solutions. Within that
model, the responsibility for achieving
results lies with the business units and
the sales force acts from within the
units. It fits in with the corporate culture of Ctac, where entrepreneurship
and collaboration are core values.
Per country, a Management Team
(MT) is responsible for steering daily
operations.
Structural changes have also been
made in the Belgian organisation.
Given the growth of the past years,
it was necessary to enhance the
processes in three areas. Firstly,
Ctac Belgium has further defined its
target markets, target segments and
selection of products and solutions
offered. Indeed, business development with a good focus is essential
to ensure Ctac Belgium will be
future-proof. Ctac Belgium has also
opted for central handling of the
HR function, supported by people
managers. That should result in staff
having better insight into their own
growth path and the concomitant
remuneration policy. The objective
must be that Ctac Belgium will be
experienced as a challenging place
to work with a high satisfaction factor,
low turnover in staff and spontaneous
applications for employment. Finally,
Ctac Belgium has further described,
laid down and improved its daily work
processes. It is aimed at cementing
relations with existing customers and
at further enhancing profitability and
efficiency.
The most important objective of
the management teams within the
countries is establishing the highest
possible degree of constructive collaboration and cross-selling within
Ctac. ‘Strong together’ is an impor-
tant theme for the coming years and
should result in the indirect organisation becoming more efficient.
Market-oriented units
Within the market-oriented units,
emphasis is on specialised business
knowledge. Those units target a
group of customers with similar
processes within that defined market.
Obviously, the knowledge of those
units may also be applied to customers outside the specific unit. To
an increasing extent, knowledge of
non-SAP related products is required
for those customers in order to be
able to offer the customer good,
sector-specific total solutions. At
the moment, Ctac has defined the
following eight market-oriented
units: Industrial Products and Logistic
Services, Consumer Products, Healthcare, Leisure & Hospitality, Real
Estate, Retail, Utilities, Wholesale and
Discrete Manufacturing.
SME-oriented units
Within the SME-oriented units, the
emphasis is on sales and business
knowledge. The approach places
a strong emphasis on applying
sector-specific SAP templates, using
specialised consultants who speak the
language of our customers and on
the one-stop-shop concept.
In January of 2011, Ctac was awarded
a Channel Award by SAP for the
seventh time. Ctac received the SAP
Business All-in-One Partner Award
2010 during the annual SAP Partner
Awards Dinner. For Ctac, the SAP
awards are an important stimulus
for continuing to offer and further
develop solutions based on SAP,
which SME customers use to optimise
their processes and to book commercial success.
Knowledge-oriented units
The units that are focusing on knowledge have specialised in a specific
field of knowledge that can be used to
generate turnover in several markets.
To an increasing extent it will happen
in the market-oriented units that are
mentioned above, but activities will
also be developed in markets outside
those units. Additionally, the sales
activities of those units will be aimed
23
at being ready to jump into projects of
non-Ctac customers. At the moment,
Ctac has defined the following ten
knowledge-oriented business units:
Business Intelligence, EAM/Environmental Solution, Training and OCM,
Application Testing, Microsoft CRM,
Y2B NetWeaver Solution, Y&R MS
technology and DM, SBO Solution
and Services, SBO Network Sales and
Solution and Project Management.
Ctac Managed Services offers
management, hosting and system
optimisation. With Ctac Managed
Services, we relieve customers from
having to care for their systems
(SAP and non-SAP). Ctac Managed
Services supports the complete life
cycle of systems, to enable customers
to concentrate fully on their core
business. The following business units
are part of Ctac Managed Services:
Customer Care Centre, CMS Functional Unit and CMS Technical Unit.
Future data centre facilities
Within Managed Services, work is
being carried out on a new design
for a data centre and on new hosting
propositions. In this connection, Ctac
is further elaborating “Green IT” and
durability. Therefore, for our new data
centre facilities, not only do requirements such as saving costs play a role,
but also our view on socially responsible corporate governance, or more
directly, the effects from our business
activities on people, the environment
and business operations.
Strategic spearheads
Ctac’s long-term strategy is aimed
at continuity of the enterprise and at
creating value for all stakeholders
by means of growth and a positive
development of profitability. A
number of steps must be taken for
Ctac to develop into a successful,
discerning Solution Provider. The
strategic spearheads, as formulated
in the annual report for 2009, remain
largely in effect, but have been
accentuated on a number of points:
24
Expanding market-oriented
templates to Composed Solutions: tailor-made customerspecific solutions on the basis of
standard functionalities
To allow growing into a Solution Provider, the market-oriented templates
will be enhanced with extra functionalities, such as Business Intelligence,
CRM, Winshuttle or in-house add-on
applications and new technologies.
Subsequently, those market-oriented
templates will be positioned with a
suitable hosting solution as a unique
and modern market-oriented endto-end solution from Ctac, under the
name of Composed Solutions.
De Nieuwe Aanpak (Ctac DNA)
To be an attractive employer, also for
future talents, who wish to commit
themselves to Ctac, Ctac has drawn
up the DNA programme. With the aid
of this programme, Ctac is entering
a new stage. A stage that brings the
best out of the organisation, thereby
making the enterprise a yet more
flexible and modern business. This
makes demands on the office, but
also on the working methods and on
the technical infrastructure. All those
areas are being scrutinised. Ctac does
this in a way that is totally commensurate with its business and its values.
Ctac will work on its DNA and therefore renamed the program Ctac DNA,
with the letters DNA standing for De
Nieuwe Aanpak. Ctac is aiming to
move into its new head office, which
is being built since the end of 2010
and, just like the current head office,
is situated in ‘s-Hertogenbosch, in
the spring of 2012. That is a start to
further enhance the support we offer
our consultants, both in the office and
in the field.
Internationalisation
At the moment, Ctac is mostly
active in the Benelux. In the fields of
consultancy and hosting & management, further internationalisation is
no aim in itself, but rather the result
of following of customers. Within this
scope of view, a limited part of our
consultancy activities last year took
place in Germany.
But we are following a different
strategy in respect of the internationalisation of our own products, where
we are looking for opportunities
abroad on a wider scale, with the aim
of selling our self-developed products
under licensing agreements. Selling
these products abroad is achieved by
either setting up our own sales and
service office or through local partners. At the moment, the most attention is being given to the s uccessful
Multi-Channel solution XV Retail,
which has been developed especially
for the retail sector. Ctac is now active
with XV Retail in France through its
specially established own office in
Paris, and in Norway and Sweden
through partners. If expedient, this
European distribution network may
also be deployed for other Ctac
products.
Ctac France (70.6%)
Ctac Warehouse Optimization
At the end of February of 2010, Ctac
established an office in Paris. Ctac
France is mainly concentrating on
offering Ctac’s retail solutions, namely
the Fit4Retail SAP template and the
Multi-Channel solution XV Retail, to
medium-sized businesses. This is a
segment that was not widely served
with powerful solutions in France until
that moment. Ctac owns 70.6% of the
shares of the business. The remaining
interest of 29.4% is owned by the
existing management. Based fully on
realised results, Ctac will expand the
interest to one hundred per cent, in
four equal parts. The first expansion
of the interest will occur in 2013.
Services (51%)
Meridian IT (60%)
In March of 2010, Ctac acquired a
majority interest in Meridian IT, SME
At the end of the third quarter of
2010, Ctac and logistics specialist Prologys have established a joint venture
that is fully aimed at optimisation of
processes in large warehouses. The
new venture officially started at the
end of December under the name
of Ctac Warehouse Optimization
Services and offers consultancy in the
field of warehouse optimisation. Ctac
brings comprehensive general SAP
expertise and an expansive customer
base into the venture. Since many
years, Prologys has a strong focus on
warehouse logistics and has comprehensive experience in optimally
applying SAP WM (Warehouse
Management). Ctac and Prologys
have also started to develop a
generic application that can be used
Major developments
Acquisitions and new initiatives
Yellow2B and Yellow & Red (52%)
At the end of January 2010, Ctac
completed the acquisition of 52% of
the shares of Yellow2B and Yellow &
Red. Through this acquisition, Ctac
has strengthened its leading position
in the market of IT specialists. Yellow2B, specialist in SAP NetWeaver,
was established in 2001 and offers
integration solutions that unlock SAP
systems and make them accessible
in a user-friendly manner. Yellow &
Red, established in 2000, focuses
on the realisation of internet applications, content management and
e-business solutions. The purchase
price depends entirely on the results
of Yellow2B and Yellow & Red in
the coming three years. Based on
the EBITA that was realised in the
preceding year, during that period,
the interest will be increased to one
hundred per cent, in three equal
parts. This will happen for the first
time in 2012, based on the results
realised in 2011.
“With XV Retail, Ctac is active in
France with an appropriately set up
own branch in Paris, as well as via
partners in Norway and Sweden.”
supplier of SAP Business One. This
acquisition fits into the strategy of
Ctac of expanding its Business One
activities. Through the acquisition,
Ctac has strengthened its position
in the market for SME solutions
based on SAP software. Meridian IT,
founded in 2008, advises SME customers on deploying SAP Business One
and supplies and implements that
software. Ctac acquired the interest
of 60% at nominal value and will
gradually increase the interest over
the coming years to one hundred
per cent. The acquisition price of
the remaining stake depends on the
future results of Meridian IT. Based on
the results that were realised in the
preceding year, the interest will be
increased to one hundred per cent, in
four equal parts. This will happen for
the first time in 2012.
by SAP WM users to optimise their
warehouse processes. It is expected
that the new software application
will come onto the market around
the middle of 2011 as Software-asa-Service (SaaS). Ctac has a majority
interest of 51% in Warehouse Optimization Services B.V. The other 49%
of the shares are owned by Prologys
B.V. From 2016 onwards, Ctac will
gradually increase its interest to 100%
over four years. The price that Ctac
will pay will fully depend on future
results. Based on the results that
were realised in the preceding year,
during that period, the interest will be
Ctac Healthcare (50.5%)
At the end of October 2010, Ctac
announced that it will expand its
activities into the Healthcare sector.
With the SAP for Healthcare solution,
Ctac meets the growing demand for
integral ERP and EPD functionality
in the healthcare industry. Amongst
others, this solution can be applied
to integrating business operations
in healthcare, electronic patient files
and to more efficient patient logistics.
For the purpose of giving its activities in healthcare further shape, Ctac
has appointed Paul Zincken (48) as
Director Healthcare. Paul Zincken
has almost twenty years’ experience
in the healthcare sector. Ctac owns
50.5% of the shares. Half of the remaining interest of 49.5% (25%) is owned
by Paul Zincken. The final remaining 24.5%, currently still owned by
Stichting Administratiekantoor Ctac
Healthcare, could over the coming
two years be issued to five new staff
members of Ctac Healthcare. From
2015 onwards, Ctac’s interest will
gradually be increased to 100%. The
price for increasing the interest fully
depends on the future results of Ctac
Healthcare. Based on the results that
were realised in the preceding year,
during that period, the interest will be
Alpha Distri (50.5%)
Within the framework of further internationalisation of the Multi-Channel
solution XV Retail, Ctac acquired a
majority interest in Alpha Distri at
the end of 2010. Before that, Ctac
already had the distribution rights
for XV Retail within the Benelux, in
combination with SAP ERP (for Retail).
The other distribution rights are
absorbed into Alpha Distri. The level
of the distribution rights within Alpha
Distri is 20% of the total turnover in
licence and maintenance. Ctac has
paid EUR 0.4 million for this majority
interest of 50.5%. No arrangements
have been made about the remaining
shares.
Persity Resourcing en
Persity Search (51%)
Half-way through November of 2010,
Ctac announced its intention to set
up two new businesses together with
Persity: Persity Search and Persity
Resourcing. Both businesses started
activities on 1 January 2011.
With Persity Resourcing, the two
25
cooperating parties are aiming at
the secondment of SAP consultants.
Currently, Ctac often works on a
project and management basis, but
it will now expand its portfolio with
a second-ment branch. Additionally,
in the future, Persity Resourcing will
employ its own staff. These will be
consultants opting for a more enterprising model. Persity Search focuses
on recruiting and selecting (SAP)
professionals and on sales, both for
Ctac and for third parties.
Ctac owns 51% and Persity 49% of
the shares in both companies. From
2013 onwards, the interest of Ctac will
gradually be increased to 100%. The
price that will be paid for increasing
the interest depends on the future
results. Based on the average results
that were realised in the preceding
two years, during that period, the
interest will be increased to one
hundred per cent, in four equal parts.
Sperry Swiss
AVEBE
DNA
In August of 2010, Ctac daughter
Ctac Belgium BVBA concluded a
cooperation agreement with Sperry
Swiss GmbH and founders Vanessa
Beumont and Mahesh C. Nagar,
with the intention of starting a joint
venture. Owing to domestic circumstances of founder Vanessa Beumont,
this cooperation has not been further
pursued during the second half of
2010. There should be further clarity
with regard to the definitive form of
the cooperation mid 2011. Ctac Belgium BVBA owns 89.8% of the shares
in Ctac Supply Chain Solutions BVBA.
As its contract with an existing
management supplier expired, AVEBE
set out on a selection path where
the company not only looked for
management services, but also for a
hosting partner. After extensive market
orientation, in July AVEBE opted for
the services of Ctac. The company
concluded an agreement with Ctac for
three years, with the option of extending. Ctac took over management and
hosting on 1 September 2010.
Challenging work and the introduction of ‘The New Approach’ or ‘Ctac
Selection of new projects /
contracts
Compass Group Nederland
At the beginning of 2010, Compass
Group Nederland, service provider
in the fields of food and support
services, selected SAP’s retail solution
with Ctac as implementation partner.
This made Compass the first catering service provider in the world to
apply the retail functionality of SAP
for optimising business processes,
enabling the organisation to also
purvey operational processes, such
as procurement, stock control and
margin setting, especially for catering
services. Ctac will complete the
implementation during 2011.
Tilburg University and
Hogeschool van Amsterdam
(Amsterdam Academy)
After a European tender, Tilburg
University (UvT) and Hogeschool van
Amsterdam (HvA) both selected Ctac
in February for outsourcing their SAP
hosting and management during the
coming years.
Haag Wonen
In July, Ctac announced that The
Hague-based housing corporation
Haag Wonen is outsourcing the
technical management of SAP to
SAP specialist Ctac. Ctac Managed
Services acts as preferred partner for
Haag Wonen for functional as well as
technical SAP management. By also
outsourcing the technical management to us, Haag Wonen benefits
from comprehensive expertise in the
field of SAP and vast experience in
the corporation market.
26
DNA’ make working at Ctac permanently attractive, in an appealing and
modern environment. The Ctac DNA programme comprises three elements,
‘Bricks, Brains and Bits’. ‘Bricks’ stands for the design of the new head
office, ‘Brains’ for having the guts to think out of the box and ‘Bits’ for
the correct technology to perform.
SEIKO Nederland
In September, Ctac announced that
the Dutch department of Japanese
watchmaker SEIKO switched to SAP
Business One 8.8, the latest version
of SAP’s total solution for small and
medium-sized enterprises. The
migration at SEIKO was handled
by SAP partner and Ctac daughter
Meridian IT. SEIKO is applying the
ERP software to automate the major
operating processes, including salesrelated activities, such as receivables
and collections, order handling and
also stock control and drawing up
statistics.
Maas International Europe
After a thorough orientation and
selection path, Maas International
Europe selected Microsoft partner
Ctac and Microsoft Dynamics NAV
from amongst several national and
international interested parties. Ctac
will automate the ERP processes on
the basis of Microsoft Dynamics NAV.
Additionally, the two companies are
working on a new, flexible system for
service and vending management,
which is also based on Microsoft
Dynamics NAV.
Mondo Minerals
At the end of December, Ctac
announced that it is supporting the
optimisation of operating processes
and SAP systems in all European
offices and locations of Mondo Minerals. Mondo Minerals, an international
producer of innovative talc products,
wishes to consolidate all operating
processes into one SAP system in
order to enhance collaboration and
growth between the six European
offices and production locations.
With its specialist knowledge of SAP,
business consultancy and experience
in change management, Ctac assists
Mondo Minerals with achieving more
efficiency through centralisation and
correctly applying SAP systems for its
operating processes. In this international project, Mondo Minerals staff
from several countries, offices and
locations will collaborate within one
multi-disciplinary team. The project at
Mondo Minerals should be completed around the middle of 2011.
New partnerships / certifications
Swiss Sense
SAP
At the beginning of the fourth quarter,
Ctac announced that bedding
specialist Swiss Sense is standardising
its information provision and
production processes with the sector
solution Fit4Furniture. Fit4Furniture
is a combination of SAP for Retail
and XV Retail of Ctac. Moreover,
Swiss Sense has engaged Ctac for
implementing those solutions, which
are complemented by Softbrick for
workforce management and Ricoh for
document management.
In April of 2010, Ctac was appointed
Special Expertise Partner in the
category SAP Application Management Service Provider. SAP’s Special
Expertise Partnership is for companies that excel in three areas: They
must possess extensive knowledge
of the solutions and prove it through
training and certification, amongst
others. Additionally, a Special
Expertise Partner must be seen as
a thought leader and have lots of
customers as reference. In this partnership, SAP attaches a lot of value to
cooperation in joint market approach,
setting up campaigns and procuring
new projects.
technical and social management of
real estate, integrated financial administration, project development and
personnel management.
Cooperation agreements
Sybase
At the beginning of November,
Ctac daughter Yellow2B has been
appointed Sybase Business Solution Alliance Partner. Through the
cooperation, Yellow2B has included
the Sybase Unwired Platform in its
portfolio. The platform complements
the unique maKLIK concept and the
software components of Yellow2B that
have been specially developed for
SAP, thereby making SAP available to
a broader audience. With the Sybase
Unwired Platform, a SAP user can now
safely and efficiently unlock operating
data in a mobile way. Sybase is market
leader in software for the management, analysis, distribution and
mobile unlocking of information. SAP
acquired Sybase in July of 2010.
Brink Automatisering
A cooperation between Ctac Real
Estate and Brink Automatisering
(Brink Groep) for the purpose of
putting real estate maintenance on
a more professional footing, was
announced in May. The cooperation
is aimed at offering real estate owners
complete solutions for planned
maintenance, based on the Ctac ERP
solution CHARE and IBIS-MAIN of
Brink Automatisering.
CHARE
In December, CHARE, the joint
solution of Ctac Real Estate and
avecres for housing corporations,
was officially certified by SAP as SAP
Business All-in-One. This entails that
SAP has recognised that this solution
successfully combines the technology
of SAP with the sector knowledge
and expertise of Ctac Real Estate
and avecres. CHARE comprises the
most important processes for housing
corporations as a standard, including
customer contact management,
rental of various forms of real estate,
27
Tax Authority – Horizontal Super-
Turnover per sector (excluding inter-company turnover)
vision
On 16 December 2010, Ctac signed
a cooperation agreement with the
(Netherlands) Tax Authority. The
Tax Authority is changing over to
Horizontal Supervision. This is based
on cooperation and trust. At the
moment, the Tax Authority inspects
afterwards. In the future, both parties
will cooperate more closely. This
means that parties will discuss possible points of contention in advance,
will play with the cards on the table
and will jointly search for solutions.
For Ctac, the advantage is that there
will not be any surprises later. The
administrative burden becomes
lighter and Ctac can work faster. Tax
legislation remains in force as usual.
The Tax Authority has assessed Ctac
to determine whether this new way
of fiscal supervision is suitable. The
assessment has shown that Ctac fits
the correct profile. The assessment
establishes Ctac as an open, professional organisation. Horizontal Supervision fits into that picture, according
to the Tax Authority.
Change in the Board of Directors
On 5 January 2010, the Supervisory
Board requested Mr Henny Hilgerdenaar to assume the duties of CEO.
During the shareholders Annual
General Meeting that took place on
14 May 2010, Henny Hilgerdenaar was
officially appointed CEO. There have
been no further changes in the Board
of Directors of Ctac in 2010.
The three-member Board consists
of Henny Hilgerdenaar (CEO), JanWillem Wienbelt (CFO) and Harrie
van Groenendael (CIO). Due to the
nature of Ctac’s services and the
associated organization, where the
responsibility for the operational processes is delegated to the business
units, the function of COO is not
required. Information policy, technical
developments and client specific
solutions require more focus and time
from the Board. As a result, the role of
CIO at Ctac was arisen.
28
(in EUR x 1,000) 2010
2009
%
The Netherlands
17,651
17,252
2%
Ctac Business Services
21,042
18,596
13%
Ctac Professional Services
6,389
4,921
30%
Ctac SME
9,892
10,230
(3%)
Total The Netherlands
54,974
50,999
8%
Belgium
15,46816,703 (7%)
Germany
525 664(21%)
France435
Total
71,40268,366 4%
same at 462 (2009: 460).
Other operating costs rose by
1.4% to EUR 11.9 million (2009:
EUR 11.7 million). The increase in
other costs stems particularly from
higher advisory costs.
Depreciations dropped a little
from EUR 2.9 million in 2009 to
EUR 2.6 million in 2010. The investment policy was conservative, without
it affecting the operational power of
the organisation or falling behind on
maintenance.
Operating result
Financial developments
Turnover
In 2010, turnover increased a little
compared to 2009. Compared to
2009, turnover increased by 4.4% to
EUR 71.4 million (2009: 68.4 million).
Autonomously, not considering the
acquisitions of Yellow2B, Yellow
& Red and Meridian IT, turnover
increased by 0.6% compared to
2009. After a difficult first quarter,
the following three quarters of 2010
saw higher turnover levels than 2009.
EUR 10.3 million of the turnover
resulted from sales of licences
and maintenance contracts (2009:
EUR 9.3 million).
Turnover of the Dutch activities
increased in 2010 by 7.8% to
EUR 55.0 million (2009: EUR 51.0
million). This came in particular from
an increase in consultancy activities
aimed at sector-specific solutions.
Product-specific solutions also did
better as a consequence. Turnover
at Ctac SME decreased somewhat.
There still is no real recovery in SME.
Turnover of the Belgian activities fell
by 7.4% to EUR 15.5 million (2009:
16.7 million), because of lack of
projects. Turnover in Germany is at a
modest level and specifically aimed at
following Dutch customers. In France,
where a presence was opened for
implementing in-house retail solutions, turnover (particularly licences
sold) was modest too.
The operating result for 2010 was
EUR 1.2 million positive, compared
to EUR 1.8 million negative in 2009
(including EUR 1.5 million worth of
one-off charges). By actively controlling occupancy levels and tighter
project management in particular,
the loss in 2009 was converted into
an operational profit in 2010.
Balance sheet structure
Because of acquisitions, total footings
rose from EUR 43.9 at the end of 2009
to EUR 50.1 million at the end of 2010.
By adding the net profit over 2010,
equity increased to EUR 18.6 million.
New acquisitions and initiatives have
led to higher intangible fixed assets.
That caused solvability to fall, which
became 37% (end of 2009: 42%).
Receivables increased by 31% compared to fiscal year 2009, because of
higher turnover during the last two
months of 2010. The aging analysis
shows that outstanding items that
have an expired status of more than
three months are falling by about
7% compared to 2009. At the end
of 2010, short-term debt owed to
banks and financial institutions
was EUR 4.8 million (end of 2009:
2.8 million). The average number of
days that receivables were outstanding has improved a little in 2010,
compared to 2009.
Interest and taxation
Turnover per employee (based on
annual average FTE) rose in 2010 by
3.9% to EUR 154,000. Turnover per
declarable employee rose by 1.3% to
EUR 170,000.
Acquisition value
The breakdown of turnover changed
little in 2010 compared to 2009. At
EUR 6.7 million, purchases of software
licences and maintenance contracts
in 2010 were the same as in 2009.
The hire of external temps dropped
from EUR 10.7 million in 2009 to
EUR 9.7 million in 2010. Hiring of
external temps has been reduced in
favour of the occupancy rate of own
staff.
Costs
On balance, staffing costs rose in
2010 by 2.9%, compared to the previous year. After correction for an incidental charge in 2009, this increase
amounts to 5.5%. Staffing costs per
FTE rose by 5%, compared to 2009.
The rise is a result of higher reserves
for bonuses, higher recruitment costs
and higher training costs. And staffing
costs rose in 2010 because of wage
increases of around 2%. The average
number of FTEs remained virtually the
Debt to banks rose in 2010 from
EUR 4.4 million to EUR 5.7 million,
because of the settlement of debts
from 2009 and because of increasing utilisation of capital as a result
of higher turnover levels during
the last two months of 2010. On
balance, interest charges in 2010
amounted to EUR 0.2 million (2009:
EUR 0.4 million). The tax burden rose
from 17.1% in 2009 to 52.0% in 2010.
The deviation from the nominal tariff
of 25.2% is mainly caused by nondeductible amounts and by differences in tariffs with other countries.
Net profit and earnings per share
In 2010, Ctac made a net profit of
EUR 2.2 million, against a net loss
of EUR 2.1 million in 2009. With
11,526,459 shares in issue, this is equivalent to a net profit of EUR 0.02 per
weighted average ordinary share. On
31 December 2010, the total number
of outstanding ordinary shares was
(also) 11,526,459. Ctac shall propose
to the shareholders Annual General
Meeting, on account of the amount
of profit being small, not to pay a
dividend for fiscal year 2010.
Ctac N.V.’s financing facility, to the
tune of EUR 8.0 million, had been
secured from F. van Lanschot Bankiers
at the end of 2010. It was thereby
agreed with the bank that outstanding debt to the bank shall not
exceed 70% of outstanding receivables of less than 90 days old. Security
was furnished in the form of a lien on
receivables and company equipment.
EUR 1.3 million were invested in
tangible and intangible fixed assets
in 2010 (2009: EUR 4.1 million). The
investments in tangible fixed assets,
EUR 1.0 million (2009: EUR 1.1 million),
were mostly related to replacing the
IT infrastructure and purchasing new
computers. The investments in intangible fixed assets, EUR 0.3 million
(2009: EUR 2.9 million), were mostly
related to payments made for settling
earn out obligations related to earlier
acquisitions, expansion of the interest
in IFS Probity and liquidity obtained
on balance through new acquisitions.
The net cash-flow in 2010 amounted
to EUR 1.7 million negative (2009:
EUR 0.7 million negative).
Dividend
The year 2010 finished with a net
profit of EUR 0.2 million, equivalent
to a profit of EUR 0.02 per share. Ctac
shall propose to the shareholders
Annual General Meeting not to pay
a dividend for fiscal year 2010, on
account of the amount of profit being
small. Ctac’s dividend policy is to pay
30 - 40% of the profit to the shareholders in principle.
Effective 15 March 2011, Ctac agreed
on a financing facility with ABN
AMRO Bank, for EUR 10.8 million,
to replace the facility from F. van
Lanschot Bankiers. Security has been
furnished in the form of a lien on
receivables, company equipment and
IP rights.
Cash-flow and investments
The cash-flow from operations was
EUR 1.0 million positive in 2010
(2009: EUR 6.4 million positive).
The decrease is particularly the result
of a negative development in working
capital. On the one hand, because of
settling debts and one-time contractual obligations at the end of 2009.
And on the other hand, because of
a larger volume of receivables at the
end of 2010 as a result of increased
turnover.
29
Staffing developments
MBO: “Staff satisfaction
increased”
Employee is key
For an IT service provider, staff are
the most important assets of the
business. Ctac can only continue to
grow because of its staff. The HR
(Human Resources) policy of Ctac is
aimed at creating a working atmosphere with space for growth, development and new challenges. Team
spirit, openness and responsibility are
core points.
Ctac invests in its staff and offers it
opportunities for self-development.
Ctac does so through personal development plans that are drawn up at
the beginning of the year. The corporate objectives and the ambitions of
the staff member are used as input.
Development paths exist in the field
of professional technical knowledge,
but also in the fields of personal and
managerial abilities. Because Ctac
is active within many sectors within
IT, there is plenty of opportunity for
advancement. This is an essential
component of personnel policy of
Ctac, but the balance between work
and private life receives a lot of atten-
Ctac thinks it is very important to
continuously follow and improve the
work perception of each member of
staff. The success of our organisation
is partly determined by the satisfaction and involvement of the staff in
the organisation.
At the end of 2010, the third Medewerker Belevingsonderzoek (MBO =
Staff Perception Survey) was carried
out in the Netherlands. The research
was conducted by independent
research bureau Effectory. At 70.8%,
the response was comparable to the
response in 2009. The assessment
clearly shows that satisfaction within
Ctac increased in 2010. In 2010, the
score rose a little compared to 2009.
The MBO 2010 shows, amongst
others, that staff look positively at the
nature of their work, the relationship
with their superiors, cooperation
within the unit, the challenge that
is in their work and space for own
initiative.
The major points for improvement
that emerged from the MBO 2010
“At Ctac Powerhouse, professional
skills and commitment go
hand in hand with a pragmatic,
entrepreneurial attitude.”
tion, too. When moving to the new
head office at the beginning of 2012,
the “The New Approach” will form a
central theme within Ctac. The eventual objectives of the DNA program
are better employership, optimally
facilitated knowledge sharing, constructive and inspired cooperation
and inviting the outside world in. Ctac
involves its staff in the DNA program
by organising excursions and by
inviting staff to attend DNA sessions,
amongst others. Additionally, staff are
informed every month via newsletter
about progress of the DNA program.
30
are that staff could easily be a little
prouder about Ctac, whereas they are
very proud about the unit that they
work in. Another point is that cooperation between units can be further
improved, as well as communication.
And the research also shows that the
balance between private life and work
can be further optimised and that staff
are not terribly happy about the remuneration. Obviously, we hope that the
working conditions for 2011 – which
were only communicated to many
staff after the survey – have meanwhile improved matters on this score.
Of course, results from the MBO
differ per unit. The results have been
evaluated per unit and plans for
improvement have been drawn up.
The improvement plans will be monitored by the Management Team.
Staff satisfaction was not measured
in Belgium at the end of 2010. In
good consultation with the Enterprise
Board, the Belgian management
postponed the survey in order to
obtain good insight into the effects
that changes in the organisation have
brought about.
Diversity
The IT sector is, by nature, a world
that has greater appeal to men than
to women. At Ctac, approximately
20% of staff is female. Ctac attaches
importance to a certain degree of
diversity within the business, but quality and motivation remain the leading
factors when recruiting new staff. By
means of offering certain working
conditions, such as part-time working,
flexible working hours, training and
internal advancement, Ctac tries to
increase diversity.
Sickness absence
By providing counselling on how
to recognise the first symptoms of
illness and on possible (preventive)
measures, Ctac are applying an
active policy for avoiding long-term
absenteeism. This way, Ctac attempts
to reduce illness-related absenteeism.
Average absenteeism due to illness
was 3.83% in 2010, versus 3.49% in
2009.
Scarcity in the labour market
When the economy starts improving,
the first signs of scarcity in the labour
market will again become visible.
By compensating the fall in demand
through reducing the hiring of temps,
Ctac has been able to ensure the
position of its own in-house professionals and it now has a good starting
position for when the market starts to
improve.
The perception and positioning
of Ctac as a reliable and engaged
employer is also of great importance
for the inflow of new staff. In addition
to the expected reduction in wellqualified and motivated staff as a
result of an improving economy, there
is a tendency that contributes to the
scarcity in the labour market, namely
the increase in the number of independent entrepreneurs. In coming
years, Ctac will be trying to anticipate on that by linking its network to
independent entrepreneurs with a
high quality level of knowledge. That
requires a different model of working
conditions and separate positioning.
These will be consultants opting for
a more enterprising model. With
Persity Resourcing, Ctac is aiming at
secondment of SAP consultants. In
future, Persity Resourcing will employ
its own staff. These will be consultants
opting for a more enterprising model.
Remuneration of consultants is largely
linked to their ability to generate
turnover. By joining Persity Resourcing, staff benefit from the national
network and the expertise of both
Ctac and Persity.
Through this cooperation, Ctac will
be better able in the coming years to
realise its HR objectives in the field of
inflow and throughput of staff. That is
particularly important in view of the
existing and expected scarcity of SAP
professionals.
Co-determination
Co-determination within Ctac is
organised in the Group Enterprise
Board (GOR), consisting of 10 people.
A constructive dialogue between
directors and representatives of
the staff is key. In this regard, Ctac
acts pragmatically and focuses on
solutions. During 2010, GOR met
with the Board of Directors several
times, including once with a member
of the Supervisory Board present.
Fixed items in these meetings include
developments in markets and of
results. Specific subjects that have
been discussed in 2010 were: necessary measures to mitigate the effects
of lower demand for IT projects and
the possibilities for improving Ctac’s
market position. The integration of
Yellow2B and Yellow & Red, the establishment of Ctac Healthcare, Ctac
Warehouse Optimization Services and
Persity Search and Persity Resourcing have been discussed within that
framework. Then, attention was given
to the path of change that the Belgian organisation is currently negotiating. And specific themes, such as the
financing of Ctac in the future, future
premises and data centre facilities
have been expansively discussed. The
Group Enterprise Board has advised
and/or given its consent in various
matters.
Socially responsible corporate
with regard to sustainability. The third
stage was mapping out energy consumption and drawing up a Carbon
Footprint report. Finally, two interactive and creative sessions with enthusiastic staff and the Board of Directors
have looked at where the opportunities are, how the organisation can be
invigorated for sustainability and how
support can be increased.
The findings of the project will be
used in 2011 to draw up a sustainability program that is founded on
the three Ps of socially responsible
corporate governance. The integral
approach makes it possible for Ctac
to benefit in multiple ways from sustainability, at the social, corporate as
well economic level.
The New Approach (DNA) program
brings about from, the P of People,
even more flexible working hours and
work environments. This helps Ctac to
profile itself as a good employer for
both current and future staff.
governance within Ctac
The long-term vision and continuity of
the organisation are the most important principles of socially responsible
corporate governance within Ctac.
There is a growing realisation in the IT
market of the need for working on a
more sustainable basis. The influence of the scarcity of raw materials
and the finiteness of fossil fuel are
also influencing the IT sector. For
example, the Dutch authorities are
seeking to procure all their products
and services on a sustainable basis,
including procurement of IT services.
Ctac subscribes to the importance
of sustainability in the provision of
services, both to its customers and to
society in general.
An energy and environmental
management plan is being drawn up
for honouring the P of Planet. It looks
at whether it is possible to connect
with the objectives that are laid down
in the MultipleYearAgreement (MJAs)
for the IT sector to reduce energy
consumption. To reduce anti-pollution taxation, a start will be made with
a path for certifying the environment
management system in accordance
with the ISO 14001 standard. The
Carbon Footprint report shows that
most of the CO2 emission is caused
by fuel consumption of the leased
cars. To reduce that, a mobility plan
has been drawn up with the objective
of a reduction by 25% at the end of
2014, compared to 2010.
Therefore, halfway through 2010 a
start was made with a project that is
aimed at further embedding sustainability in business operations and the
overall service package. The project
is split into four parts, where first of
all the organisation has been scanned
for sustainability; that is the starting
point where the most important
details in respect of Ctac and sustainability have been gathered, analysed
and interpreted. Subsequently, an
environment scan was used to map
out what trends exist in the IT sector
31
The P of Profit is served by developing products and services, with
a focus on sustainability. These
products will realise savings for our
customers in the fields of energy,
waste and CO2 emission. To that end
we will cooperate with customers,
suppliers and partners to contribute
to a healthier environment by means
of innovative products.
Carbon Footprint Report
Ctac has determined its Carbon
Footprint for 2010. The footprint is
based on the international ISO 14064
standard and the Green House Gas
(GHG) protocol. The various locations
of the company, the means and the
staff have been taken into account for
calculating the CO2-footprint.
The footprint consists of three parts,
the so-called scopes:
Ctac Carbon Footprint 2010
In 2010, Ctac had total emissions of
3,180 tonnes of CO2.
By far the largest part comes from
the vehicle fleet; it is responsible for
an emission of 2,313 tonnes of CO2,
which is 73% of total emissions.
Another 794 tonnes of emissions
relate to the consumption of electricity in the offices and data centres
(25%) and 71 tonnes to the purchased
natural gas (2%).
Risk profile and
risk management
Risk appetite
Generally speaking, the management
aims to keep risks as low as possible and not to assume exposure to
substantial risks without such risks
remaining manageable.
Scope 1
These are direct CO2 emissions, i.e.,
emissions by one’s own organisation,
such as gas consumption and emissions by one’s own vehicle fleet.
Scope 2
These are the indirect emissions, the
emissions that are caused through
generating the energy that the organisation consumes, such as emissions
by the power stations that supply
electricity. Business travel by aeroplane and private motorcar is also
included in scope 2.
Scope 3
These are the remaining indirect
emissions, emissions that result from
the activities by the company but
that arise from sources that are not
owned by the company and are not
managed by the company. Examples
include emissions emanating from
the production of procured materials
and waste management and from
using the work, service or supply that
is offered / sold by the company. Business travel by public transport and
commuting also belong to scope 3.
32
General
Ctac’s long-term strategy is aimed at
the continuity of the enterprise and
at creating value for all stakeholders
by means of growth and a positive
development of profitability. Ctac has
to deal with various risks in executing the strategy. Risks of a strategic,
operational and financial nature, but
also risks with regard to the market
in which it operates. It is the responsibility of the Board of Directors to
identify these risks and to minimise
them by taking suitable measures.
Ctac gives high priority to internal
management. The internal management is continuously assessed and
made ever more professional.
The risk management system analyses
the risks and periodically measures
the effectiveness of the measures as
applicable to all operating processes
within Ctac. Risk management is
an integral part of the planning
and control cycle. Amongst others,
the system consists of setting the
strategy and the budget. The Board
of Directors is answerable for this.
The strategic direction is thoroughly
discussed with the Supervisory Board
every year. Together with the directors
of the business units, strategic aims
are translated into business plans and
budgets. In addition to a financial
estimate, the business plan contains a number of concrete business
objectives for each business unit that
are translated into a few Key Performance Indicators (KPIs), which are
consistently measured for progress
throughout the year. Important KPIs
at Ctac are, amongst others, occupancy level, tariffs, number of direct
and indirect FTEs and efficiency of
the processes. The Board of Directors
of Ctac assesses the occupancy rate
every week. The results per business
unit are compared every month
by the Board of Directors and the
managements of the business units
to the results of the previous year and
the budgets for the current year.
(If necessary, further actions are
defined.) Once a quarter, a comprehensive review of their business
results is conducted by the management and the Board of Directors
with all business units of Ctac, and
the rolling forecast is then updated.
The Ctac organisation functions with
uniform work processes, procedures
and information systems. Responsibilities, authorities, separation of
duties, directives, procedures and
processes are clearly laid down at
Ctac in the C-workguide, in an easily
accessible manner. The most important processes within Ctac have been
elaborated in this automated tool.
Through an on-going process of
internal controls and measurements,
Ctac ensures optimal management
and, if necessary, timely recognition
and mitigation of risks that have
arisen.
The risk management system with its
controls and mitigating measures is
a periodically returning item on the
agenda of the Advisory Board. The
external auditor also tests the design
and performance of the internal control systems every year, to the extent
it is relevant within the framework of
auditing the financial statements.
In 2010, Ctac has done further work
on optimising the risk management
and internal control systems. Ctac is
aware that such systems do not offer
absolute certainty that no irregularities of material importance can occur.
The following important components
may be differentiated in Ctac’s risk
management and control system:
- strategic risks/market risks;
- financial risks;
- operational risks.
The most relevant risks currently
facing Ctac are elucidated in the
section below. Risks that are currently
not recognised or are considered to
be immaterial cannot be mentioned
here.
Strategic risks/market risks
• Developments in the market where
Ctac operates are fast. The risk
exists that Ctac is insufficiently able
to be innovative. To avoid that,
Ctac leads as much as possible, in
conjunction with the customer, in
enhancing the customer’s processes. This way, Ctac is able to
develop IT solutions as adequately
as possible. The increasing desire
of customers to enter into a fullyfledged partnership keeps manifesting itself. Being able to count
on each other in difficult times
is a great benefit. Organisations
depend on optimally functioning IT
systems to support their (operating)
processes. Because of this, a “onestop-shop” solution, with in-depth
knowledge of the vertical market
in combination with a broad range
of solutions on offer, is very much
sought after by the customer. With
its Powerhouse model, Ctac has the
right solution at the ready. A sustainable and strong bond with the
customer is forged and expanded.
• Because of the maturity of the
market for IT services provision,
combined with less than favourable
economic circumstances, there is
pressure on prices and margins.
This makes it all the more important to make clear strategic choices
with regard to strategic positioning,
as is stated in the report by the
Board of Directors.
• After a noticeable set-back in the
IT sector in 2009, 2010 witnessed
a cautious recovery. In particular,
through actively controlling occupancy levels and tighter project
management, Ctac was able to
finish 2010 with a small profit, after
the loss in 2009. The fact that in
less favourable economic times,
demand for IT services and projects
can be quite a bit under pressure,
is something we have experienced
during the past two years. In order
to restrict the sensitivity to fluctuations in the economy, Ctac tries to
achieve around 50% of the annual
turnover from management and
hosting contracts that span several
years and from the services that
are required by our customer base
on a daily basis. That percentage
is now somewhat above 40%. Ctac
serves approximately 600 customers. Through a wide spreading of
customers over various sectors and
broad exposure to larger customers, Ctac minimises the downward pressure on turnover.
• Ctac attempted to minimise the
impact of reduced demand for IT
services and projects by flexibly
deploying its own staff and reducing the use of hired labour and/or
outsourcing to a minimum.
Financial risks
• Ctac is subject to a number of
financial risks, such as market risk
(interest rate and foreign exchange
rate risk), credit risk, liquidity risk
and capital risk. An elaborate
description of these risks and the
way they are managed can be
found under point 4 of the financial
statements. Ctac tries to recognise
these potential risks in a timely
manner.
Operational risks
• Project control and order control:
One of the most important pillars
within Ctac is carrying out projects
and orders. This pillar finds its
origin in the demand by customers
for new products and services,
which is continuously increasing in
volume and complexity. The quality
of execution of these projects and
orders can have a major impact
on the performance and results
of Ctac. An optimally functioning
internal quality assurance and
management system is essential for
reducing the related risks as much
as possible. Ctac has positioned its
risk management system separately
within its organisation in order to
handle identification and mitigation of the risks as adequately as
possible. In cases where the direct
and complete impact of a risk on
the result to be achieved can be
ascribed to Ctac, Ctac obviously
takes full responsibility.
• Ctac is capable of fully carrying this
responsibility because of the presence of a management with the
right competencies and business/
IT knowledge, in breadth and in
depth.
• Ctac has bought an insurance
policy against general and professional liability in order to ensure
continuity in the case of claims.
Ctac has never made any claims
under this policy.
• Acquisitions: Ctac acquires
companies with the ultimate aim
of integrating them into the Ctac
organisation. It is important that the
integration process runs smoothly
in order to reduce undesired staff
turnover to a minimum.
• Labour market: For an IT service provider, staff are the most
important assets of the business.
Ctac can only continue to grow
because of its staff. The HR (Human
Resources) policy of Ctac is aimed
at creating a working atmosphere
with space for growth, development and new challenges. Ongoing scarcity in the labour market
may inhibit growth in IT knowledge
or absolute growth. Keeping and
attracting expert staff has been an
important objective and, together
with attracting talented newcomers, will remain a key focus point
during the coming years.
• Quality assurance: If the agreed
quality cannot be delivered, Ctac
runs the risk that performance and
results cannot be (completely)
33
34
Partly from considering the growing
number of potential orders, Ctac
expects a further increase in turnover
and profitability in 2011.
A word of thanks
Ctac is looking back at a very exciting
year, during which, on the one hand,
many initiatives were taken that
must make the transition from ERP
service provider to Solution Provider
possible over the coming years and
during which, on the other hand, the
focus was on improving the market
position through various acquisitions, but also through entering into
various cooperation agreements and
partnerships, establishing a subsidiary
in France and expansion towards the
Healthcare sector. At the same time,
after the pronounced setback in the
IT sector in 2009, much attention
has been paid to recovery of yields
by more effectively looking at the
occupancy level and stricter management of projects. Therefore, 2010 can
be called an exciting year in more
ways than one. The Board of Directors
looks back with satisfaction at the
past year, during which many good
steps have been taken, and wishes
to thank all staff for their continuous
engagement and commitment.
130
‘s-Hertogenbosch, 16 March 2011
The Board of Directors
Mr H.L.J. Hilgerdenaar
Mr H.P.W.P.T.M. van Groenendael
Mr W.J. Wienbelt
282
mm
mm
Conclusion
On the basis of the evaluations
carried out throughout 2010, the
Board of Directors finds that the
risk management system and the
management of operating processes,
as well as the appropriate internal
controls, functioned sufficiently
professionally, fittingly and effectively
within Ctac.
It is the Board of Directors’ opinion
that the risk management system,
with its controls and measurements,
offers a sufficient degree of assurance with regard to reliability of the
financial information and managerial
information in accordance with the
relevant regulations and legislations
that are provided by this system.
Prospects
In 2011, Ctac will concentrate on
the recovery of yields, to be realised through further strengthening
its market position. In addition to
focusing on autonomous growth, the
company will look for targeted acquisitions and start-ups for the benefit
of further growth that fits within the
Solution Provider concept. An integral
part of this is the further controlled,
international roll-out of the successful, XV Retail product, developed
in-house.
130.5 18
achieved. As such, quality assurance is an important pillar within
the organisation. Work is done
continuously on improving the
performance towards our customers, in whichever form. Safety of
information is an important aspect
of quality assurance. Acting in
conformity with the NEN/ISO 27001
standard has been embedded
into the organisation as a regular
process. An important requirement
is the continuous measuring and
reporting on the effectiveness and
efficiency of the measures that were
implemented. The entire process
is regularly tested for efficiency,
suitability and fitness for the agreed
standardisation through an audit
by external parties and through
an internal auditing process. No
critical findings emerged from the
various audits in 2010.
mm
Ideal mix between
knowledge and commitment
Use your expertise effectively - that’s what it’s all about. Ctac creatively works with its
customers on improving their efficiency, on streamlining and improving their business
processes and reducing the costs.
36
37
Compliance with the
Dutch Corporate
Governance Code
The Supervisory Board and the
Board of Directors, jointly responsible for the corporate governance
structure of Ctac, support virtually
all principles and best practices in
the Dutch Corporate Governance
Code and apply them. Ctac deviates
from this code only on a number of
occasions (the numbers in brackets
refer to the relevant provision of the
Corporate Governance Code).
• The current members of the Supervisory Board are not appointed for
a fixed term (II 1.1). The directors
act on the basis of a strategic longterm perspective, and restricting
the term of appointment would not
be in line with that.
• Possible compensation that Mr
Hilgerdenaar, Mr Wienbelt and
Mr van Groenendael may receive
in the event of separation is not
laid down in their contracts and,
consequently, is not maximised
(II.2.8). In the event of involuntary
dismissal as referred to in the
aforementioned best practice provision, a compensation will be paid
that is reasonable by virtue of the
contractual relationship, the social
development and case law.
• The remuneration of the Board of
Directors is substantiated in the
financial statements as part of the
annual report (II.2.14). The financial
statements will be published on the
website. The remuneration policy
approved by the shareholders
38
Annual General Meeting will also
be published on the website. The
Supervisory Board determined the
remuneration for the individual
members of the Board of Directors
on the basis of the remuneration
policy.
• Ctac has not appointed a secretary for the Board of Directors, as
this position does not fit in with
its board structures (III.4.3). Ctac
applies a structure that differs from
what the code prescribes in that
respect.
• The Board of Directors is appointed
by the shareholders Annual General
Meeting on the basis of a binding
nomination of at least two persons
for each vacancy, to be drawn up by
the Priority Foundation. The shareholders Annual General Meeting
is free in making its appointments
if no binding nomination has been
drawn up within the term stipulated
in the articles of association. In derogation from the code (IV.1.1.), the
shareholders Annual General Meeting may resolve that the nomination is not binding by means of a
resolution passed with a majority of
at least two thirds of the votes cast,
which represents slightly more than
half of the subscribed capital.
• Ctac chose not to deploy webcams
and/or other technical equipment
available for following analysts’ and
other conferences and third-party
meetings and the participation of
shareholders in meetings (IV 3.1),
there will be no short-term initiative
to enable this. The presentations
that Ctac gives these target groups
are however available to everyone
on our website.
Detailed information about Ctac
Corporate Governance, (rules of
procedure and regulations) can be
found on Ctac’s website (www.ctac.nl)
under Investor Relations, Corporate
Governance.
The Corporate Governance
Code Monitoring Committee
In December 2008, the former Corporate Governance Code Monitoring
Committee (the Frijns Committee)
presented an updated code (“Code
2008”). By order in council of 10
December 2009, the Minister for
Justice designated the Code 2008
as the new code of conduct, and as
such replaced the former Corporate
Governance Code of 2003, designated as code of conduct in 2004.
The Code 2008 applies to fiscal years
on or after 1 January 2009.
On 2 July 2009, the Minister of
Finance, also on behalf of the Ministers of Economic Affairs and Justice,
set up a new Corporate Governance
Code Monitoring Committee (the
Streppel Committee).
The Streppel Committee’s evaluation
report of December 2010 particularly focuses on provisions that were
applied for less than 90% during
the past four years, and on the new
provisions in the Code 2008. The
Streppel Committee concludes that
compliance in the 2009 fiscal year
with provisions that were applied for
less than 90% during the past four
131
years, has not significantly improved
or worsened compared to the 2008
fiscal year. It does point out that
society finds non-compliance, particularly in terms of remuneration, more
and more unacceptable. The Streppel
Committee feels that the new best
practice provisions in the Code 2008
are in general applied or interpreted. The Streppel Committee also
expressed its intention for 2011 to
focus on diversity, shareholding in an
international perspective, the report
from the Supervisory Board and the
quality of explanations in general.
Ctac awaits the developments in that
respect with interest.
Legislative proposal implementation of recommendations from the Corporate
Governance Code Monitoring Committee
The legislative proposal aims to contribute to reinforcing the Dutch corporate governance system by, among
other things, improving the balance
between directors and shareholders,
as well as improving control over the
potential risks attached to excessive
involvement by shareholders. To that
end, a motion has been submitted to
amend the Financial Supervision Act,
the Securities (Bank Giro Transactions)
Act and the Civil Code.
The most important proposed
amendments are:
-in the event of a three percent
equity interest, shareholders must
report their control and equity interest in listed companies (currently
five percent);
-shareholders in listed companies
are obliged to announce their
mm
“Detailed information about Ctac
Corporate Governance can be
found on Ctac’s website
(www.ctac.nl) under Investor
Relations, Corporate Governance.”
intentions in the case of an equity
interest of at least three percent,
after which each subsequent
change of intentions must be
reported;
-a statutory regulation enables listed
companies to trace the identities of
their investors, in combination with
a regulation for communication
between listed companies and their
shareholders and, indirectly, among
investors;
-the threshold for using the right
to put an item on the agenda for
the shareholders Annual General
Meeting is raised from one percent
to three percent.
The legislative proposal has been
submitted to the House of Representatives. Ctac awaits further developments in that respect.
Legislative proposal to
amend Book 2 of the
Netherlands Civil Code
in connection with the
adjustment of rules about
the management and
supervision of public and
private limited companies.
This legislative proposal elaborates
an alternative management system in
which executive and non-executive
directors form part of a single body
(one-tier model). It also provides for a
new regulation for the legal relationship between director and company,
a new regulation for conflicts of interest within the Board of Directors, the
Supervisory Board, and the decisionmaking process of the company, at
the same time amending the regulation about the binding nomination of
directors. On 8 December 2009, the
House of Representatives adopted
the legislative proposal, which has
now been submitted to the Senate for
discussion. Ctac awaits the developments in that respect.
Board of Directors
The Ctac Board of Directors is responsible for developing the objectives
and strategy, and for implementing
the strategic and operational policies
of the company. In fulfilling its task
the Board of Directors focuses on the
39
interest of the company and its affiliated businesses. The interests of all
stakeholders are taken into account.
The Ctac Board of Directors is formed
by Messrs Henny Hilgerdenaar,
Jan-Willem Wienbelt and Harrie van
Groenendael. For details about the
members of the Board of Directors we
refer to page 18.
The main powers of the shareholders
Annual General Meeting of Ctac are:
- adopting the financial statements;
-adopting the profit appropriation
and dividend;
-discharging the Board of Directors
from liability for the management
conducted;
-discharging the Supervisory Board
from liability for the supervision on
compliance with the management
conducted by the Board of Directors;
-appointing, suspending and dismissing the members of the Board
Communication
Ctac attaches great value to open and
transparent communication with the
financial community in general and its
financiers in particular. Ctac maintains
regular contact with analysts and
investors, as well as with the financial
media that form the primary sources
of information for private investors. In
its communication with these target
groups, Ctac relies on information
published by means of press releases.
In a disclosure policy, Ctac has laid
down which information is published
and when. This guarantees a prudent
and simultaneous provision of information to all shareholders.
151
mm
mm
Supervisory Board
The Supervisory Board is primarily
responsible for supervising the policy
and management of the Board of
Directors, both from a strategic and
operational point of view. In addition,
the Supervisory Board acts as advisory
body for the Board of Directors. The
method and profile of the Supervisory Board are documented in rules
of procedure and in a profile that is
published on our website.
The Supervisory Board currently
comprises Messrs Herman Olde
Hartmann (chairman), Hans Jägers
and Ed Kraaijenzank. Mr Hans Jägers
Shareholders General
Meeting
A shareholders General Meeting is
held on an annual basis. All resolutions are passed on the basis of the
‘one share, one vote’ principle. Resolutions are passed with an absolute
majority of votes, unless the articles
of association or the law prescribe a
larger majority.
252.2
Sustainability
In order to give the new Ctac
office building maximum visibility
from the A2 motorway, the
parking facilities are imbedded in
172.7 61 mm
the landscape.
maintains contact with the joint works
council on behalf of the Supervisory
Board. For details about the members
of the Supervisory Board we refer to
page 19.
40
of Directors and the Supervisory
Board;
-appointing the external auditor;
-resolving to amend the articles of
association following a motion by
Priority Foundation;
-authorising the Board of Directors
to acquire shares held in the company’s equity;
-determining the remuneration of
the members of the Supervisory
Board;
-approving important board resolutions.
188
mm
“In 2010, Ctac took some important
steps towards the strategic transition
from ERP service provider to a
distinctive Solution Provider.”
Report from the
Supervisory Board
practice provisions II.3.2 - II.3.4 of the
Corporate Governance Code were
complied with.
Activities of the
Supervisory Board
Activities
In 2010, Ctac took some important
steps towards the strategic transition from ERP service provider to
a distinctive Solution Provider. As
such, it anticipated the growing
need among organisations for an IT
service provider with more specialist
knowledge of the activities and core
processes in their market sector.
Based on this profound market
knowledge and combined with the
product knowledge present, Ctac
is in an excellent position to offer
clients composed IT solutions most
suitable for them.
Demand for IT services experienced
a slight rise in 2010. Businesses
remained hesitant in making large
investments, with Ctac’s perspectives for new projects improving
during the last months of 2010.
Composition of the
Board of Directors
On 5 January 2010, the Supervisory
Board asked Mr Henny Hilgerdenaar
to fulfil the position of CEO. At the
shareholders Annual General Meeting
held on 14 May 2010, he was officially
appointed CEO. No other changes
were made to the Ctac Supervisory
Board in 2010. The three-man board
is formed by Messrs Henny Hilgerdenaar (CEO), Jan-Willem Wienbelt
(CFO) and Harrie van Groenendael
(CIO). Due to the nature of Ctac’s
services and the associated organization the responsibilities of Harrie van
Groenendael have shifted to informa-
tion policies and technical developments. (from COO to CIO).
Composition of the
Supervisory Board
The composition of the Supervisory
Board was not changed during the
year under review. The Supervisory
Board comprises the following three
members: Mr Herman Olde Hartmann
(1959), chairman, Mr Hans Jägers
(1941) and Mr Ed Kraaijenzank (1956).
Mr Jägers was reappointed at the
held on 14 May 2010. This is his third
and final term of four years.
The Supervisory Board has two separate committees: an audit committee
and a remuneration committee. The
composition of both committees is
the same as that of the Supervisory
Board, on the understanding that
Mr Kraaijenzank is the chairman of
the audit committee and Mr Jägers
is the chairman of the remuneration
committee.
Further information about the current members of the Supervisory
Board can be found on page 19 of
this annual report. The composition
of the Supervisory Board complies
with the guidelines of the Corporate
Governance Code. The composition is balanced and such that the
combination of experience, expertise and independence enables
the Supervisory Board to fulfil its
various tasks correctly. In the opinion
of the Board, the provisions in the
best practice provision III.2.1 have
been complied with. All supervisory
directors are independent within the
meaning of best practice provision
III.2.2. There has been a conflict of
interest in the takeover of Yellow2B
B.V., Yellow & Red B.V. and Alpha
Distri B.V. Mr H.P.W.P.T.M. van Groenendael was shareholder of Yellow2B
B.V. and Yellow & Red B.V., and also
director of Ctac N.V. Mr H.P.W.P.T.M.
van Groenendael was shareholder
and director of Alpha Distri B.V. and
also a director of Ctac N.V. The best
Pettelaar Park office.
Sustainability is safeguarded by
a number of measures, such as
underground heat/cold storage,
green roofs with additional
water storage and various
measures to reduce energy
consumption.
95.3
42
During the 2010 year under review,
the Supervisory Board met ten
times in the presence of the Board
of Directors and four times as audit
committee, in accordance with a
predetermined schedule. The entire
Supervisory Board was present at all
meetings. At the meetings with the
Board of Directors, a number of fixed
subjects were discussed, including
strategy, the budget, the financial
developments and results (including
contingency plan), market developments, employees’ affairs - including the GOR -, the organisational
structure, the general and operational
course of affairs, the remuneration
policy and execution and implications
thereof, and Corporate Governance.
The strategy pursued by the company
was also a regular point of discussion,
as were the main risks attached to the
company’s operational management.
For more information in that respect,
reference is made to pages 32-34
of this annual report. The setup and
effects of the internal risk management and control systems linked to
that were assessed on a periodic
basis.
mm
Specific subjects covered in 2010
included the strategic key areas,
the measures required to absorb
the effects of a lower demand for
IT projects, and the possibilities to
further improve the market position
of Ctac, also in economically less
favourable times. Within that framework the company (among other
things) focused on the integration
of Yellow2B and Yellow & Red, the
incorporation of Ctac France, Ctac
Healthcare and Ctac Warehouse
Optimization Services. Other points
for attention included the change
process currently experienced by
the Belgian organisation. The entire
Supervisory Board and Board of
Directors went to Belgium to discuss
the plans with Belgian management.
Specific issues such as future financing of Ctac, future accommodation
and data centre facilities were also
covered.
In 2010, the Supervisory Board once
held a plenary meeting without the
Board of Directors. At this meeting
they discussed their own performance
as well as that of the Board of Directors. The subjects covered included:
quality and timeliness of information,
substantiation of motions, assessment
of resolutions versus corporate strategy, balance between commitment
and keeping a distance, teamwork
between the Board of Directors, the
Supervisory Board and works council,
grip on foreseen and unforeseen
events, communication and personal
relationships, balance in composition,
knowledge and skills, the profile of
the Supervisory Board, fulfilment of
the role of chairman.
The entire Supervisory Board
attended the shareholders Annual
General Meeting held on 14 May
2010.
In addition to the formal meetings,
there were regular interim contacts
about current developments, both
among the members of the Supervisory Board and those of the Board of
Directors. On an individual basis, one
member of the Supervisory Board
and some members of the Board
of Directors attended a number of
consultative meetings of the works
council. At these meetings, constructive consultations were held about
the consequences of the economic
developments and the measures to
be taken by Ctac.
Remuneration of the Board
of Directors (and first-level
managers)
In the final quarter, like every other
year, the remuneration committee
checked the remuneration policy
against the developments and basic
principles, and the elements based
on that will be either confirmed or
adjusted. This year’s check did not
lead to an adjustment of one or more
elements of remuneration.
In line with these basic principles,
the members of the Board of
Directors receive a remuneration
that is determined each year and
which comprises a basic salary and
a variable remuneration. The fixed
element of the remuneration is in
line with the remuneration given by
similar companies, and the variable
element of the remuneration is linked
to a minimum and maximum, and
related to the fixed element of the
remuneration. The variable element
of the remuneration of the Board of
Directors is based on a number of
Key Performance Indicators (KPIs).
Together, these KPIs form a weighted
average of the percentage of the
variable element of the remuneration.
The KPIs are made up of financial
data and data about employees and
customer satisfaction indicators. For
more details on the remuneration
policy and the remuneration of the
Board of Directors, reference is made
to the remuneration report on page
82 of this report and to the corporate
website of Ctac (www.ctac.nl).
Remuneration of the
Supervisory Board
The remuneration of the members of
the Supervisory Board is not linked to
the company’s results. The shareholders Annual General Meeting
determines the remuneration of the
members of the Supervisory Board.
None of the supervisory directors
hold any shares and/or share options
in Ctac. For the remuneration report
of the Supervisory Board, reference is
made to page 82 of this report.
Financial statements and
discharge from liability
The financial statements and 2010
annual report prepared by the Board
43
of Directors have been submitted
to the Supervisory Board and were
extensively discussed. HLB Van
Daal & Partners N.V. Accountants
& Belastingadviseurs audited the
2010 financial statements and issued
an unqualified audit opinion. This
opinion is included on page 96 of this
annual report.
The Supervisory Board has established that the Board of Directors’
report for 2010 meets the requirements of transparency and that the
financial statements give a faithful
picture of the financial position and
profitability of the company. It is
therefore recommended that the
adopts the financial statements
and that it discharges the Board of
Directors and Supervisory Board for
the management it conducted and, in
the case of the Supervisory Board, for
supervising that management during
the past fiscal year.
Profit appropriation and
dividend proposal
Ctac concluded the year 2010 with a
modest net profit of EUR 0.2 million,
equivalent to a profit of EUR 0.02
per share. As outlined on page 16
of this annual report, in principle,
Ctac’s dividend policy aims to pay
30 - 40% of the profit to the shareholders. However, with a view to the
limited extent of the profit per share,
the recommendation is not to pay a
dividend for the 2010 fiscal year. Assuming adoption of the 2010 financial
statements, the recommendation
for the shareholders Annual General
Meeting is to approve the profit
appropriation motion, as determined
by the Board of Directors with the
consent of the Supervisory Board.
Corporate Governance
The corporate governance structure
of Ctac is the joint responsibility of
the Board of Directors and the Supervisory Board. At least once a year, the
Supervisory Board assesses the corporate governance rules that apply to
the company, and it gives advice on
potential changes. Corporate governance is also an item on the agenda
and discussed at the shareholders
Annual General Meeting. Since 2003,
Ctac has also been dedicating a separate section of the annual report to
compliance with the Dutch Corporate
Governance Code.
A word of thanks
Following a difficult 2009, all
employees involved again showed
a lot of resilience in 2010. We have
taken solid steps towards a more
distinctive market position. This has
also led to changes and shifts in the
organisation, which affected a lot of
employees. Demand for Ctac services
modestly improved during the past
few months, which gives us confidence in the chosen course and the
steps we have taking in that respect
during the past year.
131
The Supervisory Board would therefore like to express its appreciation to
all employees, management and the
Board of Directors for their commitment, enthusiasm and flexibility.
‘s-Hertogenbosch, 16 March 2011
The Supervisory Board
Mr H.G.B. Olde Hartmann,
The Supervisory Board and the Board
of Directors support virtually all principles and best practices in the Corporate Governance Code and apply
them. Ctac deviates from this code on
a limited number of occasions only.
For a list thereof, reference is made to
page 39 of this report.
chairman
Mr H.P.M. Jägers
Mr E. Kraaijenzank
208
mm
65
mm
188
mm
44
mm
Variation as a source
of inspiration
IT, a man’s world? Although quality and motivation remain crucial in recruitment, Ctac wishes
to increase diversity within the business by offering terms of employment such as part-time
working, flexible working hours and promotion
46
47
Financial statements
CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2010
(in EUR x 1,000)
2010
CONSOLIDATED PROFIT-AND-LOSS ACCOUNT FOR 2010
(in EUR x 1,000)
2010
2009
6)
Net turnover71,40268,366
2009
ASSETS
Fixed assets
7)
8)
9)
Intangible fixed assets Tangible fixed assets
Deferred fiscal claims
27,675
2,080
1,015
25,169
2,663
1,128
30,770
28,960
Current assets
10) Trade receivables and other accounts receivable
18,201
14,004
11) Liquid assets
1,127
938
19,328
14,942
50,098
43,902
LIABILITIES
12) Shareholders’ equity
Issued and paid-up capital
2,766
2,766
Premium on capital stock
10,690
10,690
Other reserves
4,905
7,020
Result for fiscal year
201
(2,115)
18,562
18,361
Third party share
33
13)Long-term liabilities
13.1) Owed to banks
910
1,533
13.2) Other liabilities
5,415
3,686
9) Deferred tax liabilities
942
748
7,267
5,967
Short-term liabilities
Owed to banks
4,767
2,831
14)Provisions
1,198
1,657
15) Short-term trade payables and other debts
17,968
15,034
Corporation tax payable
303
52
Acquisition value hardware and software
6,676
6,650
Outsourced work
9,736
10,671
Acquisition value of turnover
(16,412)
(17,321)
Gross margin
54,990
51,045
16) Staffing costs
39,262
38,168
Depreciation and amortisation
2,627
2,888
17) Other operating costs
11,911
11,749
Total operating expenses
(53,800)
(52,805)
Operating result
1,190
(1,760)
Interest income and similar revenues
399
450
Interest expenditure and similar costs
(582)
(800)
Result from participations
-
(8)
Other financial expenses
(588)
(432)
18) Total financial income and expenditure
(771)
(790)
Result from ordinary operating activities Taxation
419
(2,550)
19) Taxation
(218)
435
Net profit
201
(2,115)
20) Profit per share
Net result per share
0.02
(0.18)
Net result per share after dilution
0.01
*
Number of shares at year-end
Weighted average of ordinary shares outstanding 11,526,460 11,526,459
11,526,460
11,526,459
Weighted average of ordinary shares issued for the purpose of calculating the diluted profit per share.
14,957,920
13,144,062
* Net result per share after potential dilution for 2009 is not included. Potential ordinary shares must be treated as diluted if
and only if conversion into ordinary shares would decrease or increase, as the case may be, the profit of loss from continued
operating activities (IAS 33.41).
24,23619,574
50,09843,902
48
49
CONSOLIDATED STATEMENT OF THE OVERALL RESULT FOR 2010
(in EUR x 1,000)
CONSOLIDATED CASH-FLOW STATEMENT FOR 2010
2010
2009
Net result directly attributable to shareholders’ equity
Net result for the fiscal year
0
0
201
(2,115)
Overall result for the fiscal year
201
(2,115)
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2010
(in EUR x 1,000)
Balance as at 1 January
Issued share Premium
Statutory Other UndistributedTotal
capitalreservesreserves profit
2,766
10,690
3,395
1,510
18,361
Changes in
intangible fixed assets
(262)
262
0
Net result 201
201
Dividend
0
0
Balance as at 31 December
2,766
10,690
3,133
1,772
201
(in EUR x 1,000)
Operating result 1,190
(1,760)
Depreciation
2,627
2,888
3,8171,128
Change in working capital
Receivables
(3,519)7,130
685
(1,847)
(2,834)
5,283
Cash flow from business operations
983
6,411
Interest received 399
450
Interest paid (582)
(800)
Tax on profits paid (598)
(552)
(781)(902)
18,562
The changes in intangible fixed assets reflect the intangible fixed assets related to customers and orders, the intangible fixed
assets related to the products developed and the intangible assets manufactured in-house.
Over 2009 no dividend was distributed.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY IN 2009
Issued share Premium
Statutory
Other UndistributedTotal
capitalreservesreserves profit
2,766
10,690
3,388
5,131
21,975
2,766
10,690
3,395
3,625
(2,115)
18,361
The changes in intangible fixed assets reflect the intangible fixed assets related to customers and orders, the intangible fixed
assets related to the products developed and the intangible assets manufactured in-house.
The dividend reflects the payment of the dividend for 2008.
50
Investments in tangible fixed assets Investments in development costs
22) Net investment in new participations
22) Expansion of interest in participations
Sale of minority interest in participations
Long-term liabilities
Buy-back of shares
Proceeds from issuing received
Dividend
202
(1,040)
(1,326)
(623)
5,509
(1,102)
366
(737) (652)
(2,210)
-
Cash-flow from investment activities
Changes in
intangible fixed assets
7
(7)
0
Net result
(2,115)
(2,115)
Dividend
(1,499)
(1,499)
2009
CASH-FLOW STATEMENT
Cash flow from operational activities
(in EUR x 1,000)
2010
(8)
(4,057)
(619)
-(1,499)
Cash flow from financing activities
(623)
(2,118)
(1,747)
(666)
Liquid assets
938
1,074
Short-term debts owed to banks
(2,831)
(2,301)
Balance of liquid assets as at 1 January
(1,893)
(1,227)
Liquid assets
1,127
938
Short-term debts owed to banks
(4,767)
(2,831)
Balance of liquid assets as at 31 December
(3,640)
(1,747)
(1,893)
(666)
51
CTAC NV
NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS
1. General information
about Ctac
Ctac is an IT service provider specialising in ERP solutions. The Company’s
activities consist of implementing,
integrating and managing systems,
including SAP and Microsoft systems and of operations associated
with these systems, such as system
upgrades and system optimisations.
The Company is an SAP Gold Partner
and Microsoft Gold Partner in the
Netherlands, Belgium and Germany.
Ctac is also the largest SAP reseller
to medium-sized companies in
the Netherlands. The Company’s
customer base contains about six
hundred organisations of varying sizes
and in a range of sectors. At the end
of December 2010, Ctac employed
501 staff. Ctac is active in the Netherlands, Belgium, Germany and France;
its head office is in ‘s-Hertogenbosch.
The Company’s shares are listed on
Euronext Amsterdam (ticker: CTAC).
2. Major accounting
principles applied for the
financial statements
The consolidated financial statements
of Ctac N.V. are drawn up in compliance with the International Financial
Reporting Standards (IFRS) as interpreted by the International Accounting
Standards Board (IASB) and accepted
within the European Union. The financial statements of Ctac N.V. are drawn
up in Dutch and English, whereby the
version in Dutch prevails. The financial
statements are drawn up in Euros.
Amounts are expressed in thousands
of Euros, unless stated otherwise. The
Euro is the functional and presentational currency of Ctac N.V.
Drawing up the consolidated financial
statements in accordance with the
regulations requires the management
to make judgements, estimates and
assumptions that influence the effects
that the guidelines have and the
valuations of assets, liabilities, income
and expenses. The estimates and
assumptions are based on historical
experience and various other factors
that are considered realistic under the
given circumstances.
52
The estimates and assumptions
have served as basis for evaluating
the reported assets and liabilities.
However, actual results and circumstances may differ from the assumptions. The estimates and underlying
assumptions are continually assessed
and revised as necessary. Revised
estimates and assumptions are
recognised in the period in which
they are revised if they affect the
relevant period only, or in the period
of review and future periods if the
revision affects both current and
future periods.
The following new standards
and interpretations became effective in 2010:
IFRS 3Revised standard Business
Combinations
IFRS 5Amendment to Non-current
Assets Held for Sale and
Discontinued
IAS 1Amendment to Revised
version IAS 1 Presentation
of Financial Statements
IAS 27Revised standard Consolidated and Separate
Financial Statements
IAS 38Amendment Intangible
Assets
Applying adjusted and new International Financial Reporting
Standards (IFRS)
A number of new standards, amendments to standards and interpretations did not yet come into force
in 2010 and, consequently, have
not been applied to the consolidated financial statements, unless
explained:
IFRS 9 Financial instruments
IAS 24Revised standard related
parties
IAS 32Amendment to Financial
instruments: Presentation
IFRIC 19Redemption of financial
obligations with equity
instruments
At the time of drawing up the financial statements the management
investigates the impact of these revisions on the accounts. The amendments will be applied for the first time
to the fiscal year from the moment
they become effective.
The following new standards and
interpretations became effective in
2010 but are not currently relevant to
Ctac N.V.’s reporting:
IFRIC 17Distributions of Non-cash
Assets to Owners
IFRIC 9Reassessment of
Embedded Derivatives
IFRIC 16Hedging of a Net Investment in a Foreign Operation
IFRIC 18Transfer of Assets from
Customers
IFRS 2Amendment to Sharebased Payment
IAS 36Amendment to Extraordinary Impairment of Assets
Ctac
Belgium
BVBA
Ctac
France
SAS
Ctac
Nederland
BV
Ctac
Deutschland
GmbH
100%
70,6%
100%
100%
Alpha
Distri
BV
Crossverge
BV
Ctac
Healthcare
BV
50,5%
100%
50,5%
Ctac Managed Ctac Enterprise
Services
Technology
NV
NV
100%
First time application of the new
standards and interpretations has had
impact on the financial statements
for 2010. Under Revised standard
Business Combinations IFRS 3 are
current revaluations of earn out
obligations through the results, which
cannot be corrected to goodwill
with back-value. Additionally, directly
attributable acquisition costs are no
longer included for the purpose of
calculating the acquisition amount
and goodwill. These costs are directly
charged to the result.
2.1 Accounting principles for
consolidation
The consolidation includes Ctac N.V.
and all participations in which Ctac
N.V. has a direct or indirect interest of
more than 50% and where Ctac N.V.
can exercise effective control. Thirtyfour companies are included in the
consolidation, namely:
Ctac Logistics BVBA has interests in:
- Ctac Enterprise Technology N.V.,
for 0.05%, causing 100% of the
shares in the Company to be
retained within the group;
- Ctac Supply Chain Solutions BVBA
(formerly Re-Spect BVBA) for
10.2%, as a result of which 100% of
the shares in the company are held
within the group.
99,95%
Ctac
Warehouse
Optimization
BV
51%
Ctac
BV
Ctac
Business
Services BV
Ctac MKB
BV
Ctac
NetIT Services
BV
IFS Probity
BV
Persity
Resourcing
BV
Persity
Search
BV
Yellow2B
BV
Yellow
&
Red BV
100%
100%
100%
100%
60 %
100%
100%
52%
52%
ERP2
BV
Ctac
Utilities
GmbH
Ctac
SCM
GmbH
Ctac
Retail
GmbH
100%
70%
85%
100%
Ctac
Dynamics
BV
mYuice
Business One
BV
mYuice
Logistics
BV
mYuice
All-in-One
BV
Meridian IT
BV
100%
100%
100%
100%
60%
Ctac
Square
BVBA
Ctac
Intelligence
BVBA
Ctac
AMI
BVBA
Ctac
Logistics
BVBA
93,33%
97%
97,99%
98,33%
Align Interim Management BV and
Align Business Transformation Services BV no longer carry out activities. Starting 1 January 2011, these
companies are used for activities
that are commenced together with
Persity B.V. Both companies changed
their name towards the end of 2010.
Starting 19 November 2010, Align
Interim Management B.V. is named
Persity Search B.V. and will be used
for the recruitment activities of Persity
and Ctac. Starting 19 November 2010,
Align Business Transformation Services B.V. is named Persity Resourcing
B.V. and will be used for the secondment activities of Persity and Ctac.
The annual accounts of majority participations are included in the consolidated financial statements from the
date on which Ctac N.V. first acquires
major control until the moment such
control ceases.
The acquisition costs of a newlyacquired participation are recognised
on the basis of fair value on the
transaction date of the liquid asset
and, where relevant, the capital instruments (in this case, shares) deployed
to finance the acquisition. Goodwill
is determined on the basis of the
difference between the acquisition
costs and the net fair value of the
Ctac
Supply Chain
Solutions
BVBA
89,8%
identifiable assets and liabilities that
are acquired, including contingent
liabilities at the time of the takeover. If
the acquisition costs of the participation are lower than the fair value
of the assets and liabilities, including
contingent liabilities of the relevant
participation, then the difference is
recognised in favour of the result.
base their operational decisions. The
operational segments are identified
on the basis of internal reporting that
is periodically assessed by the “chief
operating decision maker”, with a
view to allocating operational means
to components and to determining
performance of the components.
2.3 Foreign currency
Inter-company balance sheet equations, transactions and unrealised
profits on transactions of this nature
are eliminated when drawing up the
consolidated financial statements.
Transactions with associated participations are eliminated to the extent
of Ctac N.V.’s interest in the relevant associated participation when
drawing up the consolidated financial
statements.
2.3.1 Functional and presentational currency
All of the group’s companies use the
Euro as functional currency. Consequently, these consolidated financial
statements are drawn up in Euros,
the currency of the primary economic
environment in which Ctac N.V.
operates.
2.3.2 Translation of other
currencies
The accounting principles for valuation and determination of the results
as included in these financial statements are applicable to the balance
sheets and profit-and-loss accounts
for all companies of the group that
are included in the consolidation.
Where relevant, transactions and
balance sheet positions in other
currencies are translated into the
functional currency (Euros) on the
transaction or balance sheet date respectively. Any translation differences
are recognised immediately in the
profit-and-loss account.
2.2 Segment reporting
In accordance with IFRS 8, segment
information is based on operational segments that are monitored
by managers and upon which they
53
2.4 Intangible fixed assets
2.4.1 Goodwill
Acquisitions are recognised using
the purchase method of accounting.
Goodwill that may result from the
acquisition of participations is determined on the basis of the difference
between the acquisition costs and the
net fair value of the identifiable assets
and liabilities that are acquired, including contingent liabilities, at the time
of the takeover. Goodwill is valued
at acquisition cost minus cumulative
extraordinary impairment. Inclusion of
a deferred tax obligation in the case
of adjustments to fair value affects the
level of the goodwill. Goodwill is attributed to cash-flow generating units.
Extraordinary impairment of goodwill,
where relevant, is charged to the
profit-and-loss account. Extraordinary impairment relating to goodwill
is never reversed. When selling an
entity, the book value of the goodwill
is included in the result. Any negative
goodwill resulting from the acquisition of a participation in case of a
lucky buy is recognised immediately
in the profit-and-loss account after
recalculation.
From the start of fiscal year 2010,
revaluations of earn out obligations
run through the results and can no
longer be corrected to goodwill with
back-value. Additionally, directly
attributable acquisition costs are no
longer included for the purpose of
calculating the acquisition amount
and goodwill. These costs are directly
charged to the result.
In the situation of a minority interest,
without agreements about acquiring
the shares of third parties, goodwill is determined as the difference
between the acquisition sum and the
proportionate part of the fair values
of the acquired assets and liabilities.
It is not always possible to provide
insight into the amounts on acquisition date for every category of
assets, obligations and conditional
obligations and a description of the
factors that featured in determining
the acquisition price. This is, because
in some cases, business plans are
not yet sufficiently clear. The fair
54
value that must be accorded to the
intangible fixed assets must still be
worked out and determined. Where
applicable, this will happen within 12
months from the date of acquisition.
2.4.2 Intangible fixed assets
related to customers
The intangible fixed assets related to
customers pertain to the intangible
assets of acquisitions identified in
accordance with IFRS 3 (‘Business
Combinations’). Among other things,
they concern customer and contract
portfolios and are assessed for fair
value at the moment of take-over. The
fair value at the time of take-over is
the acquisition cost. The acquisition
costs of the identifiable tangible
fixed assets relating to customers are
written down through the profit-andloss account on the basis of the useful
life of the individual components.
2.4.3 Intellectual property rights
related to developed products
These intangible fixed assets relate to
purchased intellectual property rights
and/or linked distribution rights.
These purchased intellectual property
rights are recognised at fair value,
with their fair value being determined
on the basis of the number of development hours that were required to
be able to manufacture the product.
The hourly rates linked to the number
of development hours are actual commercial rates (including profit mark-up
and risk mark-up).
2.4.4 Intangible fixed assets
produced in-house
Development costs of intangible
fixed assets produced in-house are
only capitalised when it is probable
that economic benefits arising from
the investment will be generated
for a period of longer than one year.
The costs of company staff related
directly to the intangible fixed assets
developed in-house are recognised
at actual cost. The costs of any third
parties used in the manufacturing of
in-house produced intangible fixed
assets are taken in at actual cost.
Interest charges are not a component
of the capitalised costs. Intangible
fixed assets produced in-house are
amortised from the date they are
deployed.
2.4.5 Expenditure after initial
2.5.2 Depreciation of tangible
investment
fixed assets
Expenditure on capitalised intangible
assets after initial investment is only
recognised when it results in increasing the future economic benefits
arising from the investment. All other
expenses are recognised as charges
in the profit-and-loss account.
Tangible fixed assets are recognised
at acquisition cost minus depreciation, calculated linearly, on the basis
of their expected useful economic
life. The annual depreciation rates are
as follows:
-structural changes to leased
premises 10% - 20%
-computer equipment /
software 20% - 33 1/3%
- inventory 10% - 25%
Structural changes to premises are
depreciated over the remaining life of
the lease agreement of the relevant
property or the useful economic life
when the latter is shorter. The residual
value, which is usually set to zero, and
the useful life of the tangible fixed
asset are assessed annually at each
balance sheet date and adjusted as
necessary.
2.4.6 Depreciation of intangible
fixed assets
Depreciation costs are determined
using the linear method and are
charged to the profit-and-loss
account on the basis of the useful
economic life of a fixed asset.
Goodwill is tested annually for
extraordinary impairment at each
balance sheet date. Other intangible
fixed assets are amortised from the
date they are deployed. The useful
economic periods of intangible fixed
assets used to determine amortisation are as follows:
- Customer bases:7 years
-Intellectual property rights:
7 years
- Contract portfolios: 0.5 years
-Intangible fixed assets related to
developed products: 5-10 years
Amortisation periods are evaluated
annually and adjusted when necessary.
2.5 Tangible fixed assets
2.5.1 Company-owned tangible
fixed assets
Tangible fixed assets are recognised
at acquisition cost minus cumulative depreciation and extraordinary
impairment. This includes the additional costs that are directly attributable to the acquisition or production
of the asset. Costs incurred after the
asset is initially recognised in the
financial statements are included
in the book value of the asset or
are recognised as a separate asset,
when it is probable that the future
economic benefits generated by the
asset shall accrue to Ctac N.V. and
the costs of the asset can be reliably
determined. Maintenance costs are
recognised in the profit-and-loss
account in the period in which they
are incurred.
2.6 Trade receivables and other
accounts receivable
Trade receivables and other receivables are initially recognised at fair
value in the financial statements.
Provisions for uncollectability are
made at the time it is presumed that a
receivable or part of a receivable shall
not be collected. The amount of the
provision is determined as being the
difference between the book value of
the receivable and the present value
of the estimated future cash-flows,
discounted at the effective rate of
interest; the addition to the provision
is recognised in the profit-and-loss
account under other operating costs.
The item ‘other receivables’ relates
to turnover generated by services
provided that have yet to be invoiced,
other claims, prepayments and
accrued income. Prepayments and
accrued income include the amounts
to be received pursuant to current
projects at balance sheet date to the
extent that the receivables pursuant
to these projects exceed the amounts
that have already been invoiced.
When amounts already invoiced for
current projects exceed the sum of
incurred costs and realised profit,
then the balances relating to these
projects are recognised under other
payables.
2.8.2 Reversal of extraordinary
2.7 Liquid assets
Extraordinary impairment relating
to other assets is reversed when
the estimates used to determine
the realisable value have changed.
Extraordinary impairments are only
reversed to the extent that the book
value of the asset after reversal does
not exceed the book value, after
deduction of depreciation, that
would have been determined if no
impairment had been recognised. It is
annually assessed whether indications
exist that an extraordinary impairment that was applied to an asset in
previous periods, with the exception
of goodwill, no longer exists or has
been reduced. If such an indication
exists, the realisable value of the concerned asset is re-determined and the
impairment is adjusted to the extent
that the assessment provides a reason
for doing so.
Liquid assets relate to cash at hand
and the balances of current accounts
at financial institutions; they are
recognised at actual value. Amounts
drawn under credit facilities in current
account are recognised under shortterm liabilities.
2.8 Extraordinary impairment of
non-financial assets
Intangible assets with an indefinite
useful economic life and intangible
assets that are not ready for use are
not amortised, but are subjected
to an annual assessment for extraordinary impairment. Assets with
a definite useful economic life are
amortised and assessed for extraordinary impairment whenever there is an
indication that the book value differs
from the realisable value. Extraordinary impairment is recognised at
the amount by which the book value
exceeds the realisable value.
impairment
Extraordinary impairment relating to
goodwill is never reversed.
2.9 Shareholders’ equity
2.9.1 Issued and paid-up share
capital
2.8.1 Calculation of the realisable
amount
The realisable amount of an asset
or cash-flow generating unit is the
highest amount of the fair value minus
the disposal costs and the operational
value. The fair value is the proceeds
that will be received when selling a
cash-flow generating unit to a third
party in an at arm’s length transaction.
The operational value is the present
value of the expected cash-flow from
an asset or cash-flow generating unit.
For determining the operational value,
the present value of the estimated
future cash-flows is calculated using
a discount rate before taxation that
reflects both the current market estimates of the time value of money and
the specific risk relating to the asset.
When assets generate a cash-flow that
cannot be determined separately then
the economic value that is determined
for the cash-flow of the generating unit
to which the asset belongs is used.
The company’s authorised capital
amounts to EUR 7,200,000, divided
into 30,000,000 shares with a nominal
value of EUR 0.24, consisting of:
14,999,999 ordinary shares, 15,000,000
preference shares and 1 priority share.
The subscribed capital is comprised
of 11,526,459 ordinary shares and 1
priority share. All issued shares are
fully paid up.
Book profits and losses upon divestment of tangible fixed assets are
booked to the profit and loss account.
55
Changes in the volumes of outstanding shares are as follows:
Ordinary
Status as at 1 January
Buy-backs during the fiscal year
Sales/emissions during the fiscal year
Status as at 31 December No changes occurred with regard to
preferential and priority shares. Please
refer to page 90 ‘Other Information’,
for rights, preferential rights and restrictions that apply to each category
of shares.
2.9.2 Buy-back of own shares
As soon as Ctac N.V. buys back company shares (referred to as ‘Treasury
Shares’), the amount of the payment
made for the buy-back, including
any directly attributable costs (after
taxation), where relevant, is deducted
from other reserves until the relevant
shares are withdrawn, re-issued or
sold. In case the bought-back shares
are sold or re-issued, the amount then
received, minus any directly attributable costs (after taxation) is recognised in favour of other reserves.
On 31 December 2010 no treasury
shares were held by Ctac N.V. or by
any of its subsidiary companies.
2.9.3 Dividends
Dividend paid to the shareholders of
Ctac N.V. is recognised as a liability at
the time the General Meeting of Shareholders resolves on the payment of
that dividend.
2.9.4 Option plan
The number of outstanding option
rights shall not exceed 10% of the
number of outstanding ordinary
shares.
“Share appreciation rights” allotted
to staff are recognised as liability
as the services are rendered. At the
first evaluation (and subsequently on
every reporting date until fulfilment),
these “share appreciation rights” are
valued at their real value. An options
valuation model is used for this, which
takes into account the conditions
under which the “share apprecia-
56
2010
Priority
Ordinary
11,526,459
-
-
11,526,459
tion rights” were allotted and the
degree to which the employees have
rendered services until the relevant
moment. The most important supposition that is the basis for determining
the real value concerns the probability that the conditions of the “share
appreciation rights” will be realised.
2.10 Long-term liabilities
2.10.1 Loans
Loans are recognised in the financial
statements at fair value plus transaction costs. After initial inclusion loans
are valued at amortised cost price.
2.10.2 Obligation to purchase
minority interests
Minority interests in consolidated
subsidiaries on which put options are
granted to the minority shareholders
are presented as a liability, separately from shareholders’ equity. This
constitutes an obligation for Ctac
to buy the shares from the minority shareholders. The obligation is
recognised at estimated fair value.
The valuation methods that are used
conform to the underlying agreements. Especially development of
performance is a determining factor
in the evaluation. With regard to the
obligation to purchase, Ctac have
the choice of paying in cash or in a
to-be-determined number of shares
of Ctac N.V. itself. On the basis of its
right to choose, Ctac N.V. presents
the obligation as a liability. The
goodwill appertaining to these earn
out obligations stood at EUR 7.1 million at the end of 2010 (4.3 million at
the end of 2009) and is recognised as
intangible fixed assets on the assets
side of the balance sheet.
A discount rate of 10% has been used
when calculating to the obligation to
buy minority interests. Assumptions
for increase in turnover, yield, etc.,
1
-
-
1
11,526,459
-
-
11,526,459
2009
Priority
1
1
have also been made. Deviations
from the assumptions may lead to
deviations in fair value. The impact
will depend on the magnitude of the
deviation and is recognised in the
profit and loss account.
Changes in the purchasing obligations resulting from accruing interest
are recognised in the profit-and-loss
account under other financial losses.
2.11 Provisions
Provisions are made in the balance
sheet when the following conditions
are met:
1.Ctac N.V. is under a legally enforceable or actual obligation as a result
of a past event;
2. it
is probable that an outflow of
funds will be involved in discharging the obligation;
3. a
reliable estimate can be made
of the outflow of funds deemed
to be necessary to discharge the
obligation.
The provision for vacant premises
relates to future lease expenses,
including fixed costs associated with
the lease and minus the expected
income from sub-letting, for the
period of the contract in which the
property is not expected to be used.
If the termination fee of lease contract
is lower the provision is based on
such lower value.
Another provision of an amount equal
to the estimated required work is
recognised in respect of guaranty
commitments existing at the end of
the financial year. This provision is
based on the cost price of the work
still expected to be carried out.
In the event of a loss-making project
a provision is made for the amount
by which the expected benefits from
the agreement for Ctac are lower
than the unavoidable costs that are
required in order to meet the relevant
obligations.
2.12 Trade payables and other
debts
At initial inclusion trade payables and
other debts are recognised in the
financial statements at fair value plus
transaction costs. After initial inclusion trade payables and other debts
are valued at amortised cost price.
the original estimate of the turnover,
costs or work still to be completed.
The adjustments may exert influence
on the turnover or costs still to be realised and are recognised in the period
in which the circumstances occur that
give cause to adjusting the estimates.
2.13.3 Licences
Turnover arising from sales of licences
whereby the sale does not impose
any complementary obligations on
Ctac N.V., are fully recognised at the
time of delivery.
2.13 Recognition of turnover
Net turnover is understood to be
income, excluding turnover tax, from
services carried out for third parties
and products supplied to third parties
in the year under review. The manner
in which turnover is recognised
depends on the nature of the services
that were supplied and the contractual terms governing the relevant
services.
Income is recognised at fair value.
2.13.1 Contracts on the basis
of contractual rates and
retrospective costing
Turnover resulting from services under
contracts based on contractual rates
and retrospective costing are recognised at the time the services are
provided, irrespective of the duration
of the contract.
2.13.2 Fixed price contracts
In the case of contracts with fixed
pricing, turnover is recognised proportionally to the total contract price,
pro rata to the achieved progress
during the fiscal year (‘percentage of
completion’ / POC), to the extent that
the rendered services can be reliably
determined on balance sheet date
and the costs already incurred for
the transaction and the costs to be
incurred for completing the transaction can be reliably estimated. When
applying the POC method, turnover
is recognised on the basis of total
costs incurred on balance sheet date
in relationship to the total estimated
costs that will be incurred for fulfilling
the contractual obligations.
The estimates are adjusted once
circumstances give cause to changing
When a licence is part of a project
and the licence is not separately identifiable, the turnover generated by
the sale of the licence is recognised
as part of the overall contract price
pro rata to the achieved progress
during the fiscal year (‘percentage of
completion’). In this regard, complementary services are rendered within
the licence by Ctac N.V., such as integration, modification and customisation. Turnover emanating from selling
bought and passed-on licences,
whereby no material supplementary
services are rendered by Ctac N.V., is
recognised for the amount of the realised margin at the time of delivery.
2.14 Expenses
2.14.1 Expenses relating to the
acquisition value of hardware,
software and outsourced work
Expenses relating to the acquisition
value of hardware, software and
outsourced work are recognised at
historical cost price in the period in
which they are incurred.
2.14.2 Pension costs
At Ctac, employees build pensions
for their own account and at their own
risk (promised-contribution arrangement). Ctac’s contribution is recognised under staffing costs.
2.14.3 Operational lease
2.14.4 Financing gains and losses
Financing gains include interest
received on current account balances
with financial institutions and interest
received when settling fiscal receivables. Financing losses include interest
charged by financial institutions
on borrowed funds, interest paid
when settling fiscal obligations and
surcharges on earn out obligations.
2.15 Taxation of the result
Taxation of the result in the fiscal year
comprises taxes due and available for
set-off, and deferred taxes. Taxation
of the result is recognised in the
profit-and-loss account unless the tax
relates to items recognised directly
in shareholders’ equity. In the latter
case, related taxes are also recognised directly in shareholders’ equity.
The taxes owed for the fiscal year and
available for set-off consist of corporation tax on the taxable result, which
is calculated based on prevailing
tax rates, whereby exempted profit
constituents and non-deductible
amounts, as well as corrections to
taxation in earlier financial years, are
taken into account.
Deferrals are calculated on the basis
of set tariffs and legislation that were
already enacted or were substantively
enacted on balance sheet date and
are expected to be applicable at the
time the related deferred tax asset is
realised or the deferred tax liability
is paid.
Deferred tax receivables in respect of
off-settable losses are only recognised to the extent it is probable they
may be compensated against the
profits of subsequent years. Deferred
tax assets and liabilities of the same
duration and with the same fiscal
entity are set off against each other
on the balance sheet provided that
such setting off is permitted by law.
payments / rents
Operational lease payments are
recognised linearly in the profit-andloss account during the lease term.
Rents for premises are recognised
linearly in the profit-and-loss account
during the lease term.
3. Principles for the cashflow statement
The cash-flow statement is drawn
up using the indirect method. In the
cash flow statement, a distinction
is made between cash flows from
operating activities, investment
activities and financing activities.
57
Income and expenditure relating to
tax on profit and interest receipts and
payments are recognised as elements
of the net cash-flow from operating
activities. Cash-flows resulting from
the acquisition or disposal of financial
interests (participations and investments) are recognised as elements
of the cash-flow from investment
activities, whereby the presence of
liquid assets with these participations
is taken into account. Paid dividends
are recognised as elements of the
cash-flow from financing activities.
The cash-flow statement recognises
the balance of the liquid assets,
including amounts drawn from the
current account, as recognised in the
short-term liabilities.
4. Financial risk management
Ctac N.V. is faced with several financial risks, such as market risks, credit
risks and liquidity risks. General risk
management within Ctac N.V., as
directed by the Board of Directors,
covers a broader field than solely
financial risks. More information is
given in the risk management section
of the report of the Board of Directors
enclosed on page 32 of this Annual
Report. Risk management focuses on
taking stock of the major risks and
targeted controlling of such risks on
the basis of directives, procedures,
systems, best practices, inspections
and audits. Our financial risk management is focused specifically on the
relevant risks confronting Ctac N.V.
within this context.
4.1 Market risk
4.1.2 Exchange rate risk
All companies within Ctac N.V. are
located in the Eurozone. The great
majority of turnover is generated
within the Eurozone. Consequently,
the Euro is Ctac N.V.’s reporting and
functional currency. Ctac N.V. does
not have any assets or liabilities
outside the Eurozone. The management of Ctac N.V. considers foreign
exchange rate risk at year-end 2010 to
be very small.
4.2 Credit risks
Credit risk is managed from a central
location. Credit risk ensues from
liquid assets and transactions with
customers, including outstanding
receivables. Ctac N.V. accepts only
professional parties within the
Netherlands as its financial institutions. Ctac N.V.’s financing facility had
at end 2010 been secured from F. van
Lanschot Bankiers. Effective 15 March
2011, Ctac agreed a replacement
financing facility with ABN AMRO
Bank. Creditworthiness of customers
is determined in advance on the
basis of project acceptance criteria.
External credit ratings are used for
this purpose, if available. When no
external credit ratings are available,
Ctac N.V. assesses the customer’s
creditworthiness on the basis of its
financial position, past experiences
and other factors. Credit risks relating
to customers are continually assessed.
Although economic conditions in
2010 were not favourable, Ctac N.V.’s
Board of Directors is of the opinion
that the credit risks relating to customers are limited for the time being.
4.1.1 Interest-rate risk
Ctac N.V. is exposed to interest rate
risk that is exclusively restricted to
the Eurozone. At year-end 2010,
Ctac N.V.’s long-term interest-bearing debts to financial institutions
amounted to EUR 0.9 million (end
2009 EUR 1.5 million). It has been
decided not to hedge the interest
rate risk.
4.3 Liquidity risks
Ctac N.V.’s liquidity management,
with the exception of recent acquisitions, is carried out from a central
location. During the whole of 2010,
centrally managed credit facilities
amounting to EUR 8.0 million were
used, which Ctac had available with
F. van Lanschot Bankiers, whereby it
was agreed with the bank that outstanding debt to the bank shall not
exceed 70% of outstanding receivables of less than 90 days old. The
financing facility agreed effective 15
March 2011 with ABN AMRO amounts
to EUR 10.8 million. Security has been
furnished in the form of a lien on
receivables, company equipment and
IP rights.
Liquidity management is focused on
optimum use of the available liquid
assets and credit facilities within Ctac
N.V. To this end, liquidity forecasts
for the short and medium term are
prepared at periodic intervals. The
forecasts are periodically adjusted on
the basis of actual realisations and
possible adjustments in outlook.
4.4 Capital risk management
Capital is centrally managed and aims
at Ctac N.V.’s continuity on the one
hand and at optimising the capital
structure on the other.
The instruments used to arrive at an
optimum capital structure are the dividend policy, the possibility of buying
back company shares and the possibility of issuing shares, in particular
within the context of financing potential takeovers or the reduction of debt
positions. As is customary within the
industry, Ctac N.V.’s target is maintaining the total of loans and overdrafts
at a maximum of two times earnings
before interest, taxation, depreciation
and amortisation (EBITDA). At the
end of 2010, the debt ratio / (EBITDA)
stood at 1.5. Ctac N.V. endeavours to
maintain a minimum solvency ratio of
25%. At year-end 2010, the solvency
ratio was 37% (year-end 2009: 42%).
5. Key estimates and
assumptions
5.2 Risk estimates with regard to
5.1 Estimates relating to
In the event of a loss-making project,
a provision is made for the amount
by which the expected benefits from
the agreement for Ctac are lower
than the unavoidable costs that are
required in order to meet the relevant
obligations. Provisions for uncollectability are made at the time it is
presumed that a receivable or part of
a receivable shall not be collected.
extraordinary impairment of
goodwill
The realisable value is the estimated
immediate market value or the operational value, if the latter is higher.
When determining the operational
value of an asset, the present value
of the estimated future cash-flows is
determined using a discount rate that
reflects both the current market estimates of the time value of money and
the specific risks relating to the asset.
The future cash-flows are estimated
based on actual and historical results
from each asset. A detailed forecast
for the coming year and forecasts on
the basis of conservative assumptions
for growth in turnover and development of margins are prepared for
each asset. Cash flows after a period
of five years are extrapolated with low
growth percentages. The assumptions
that are used are accepted within the
industry in which Ctac is active.
6. Segment information
The company provides a group of
closely related services to the SAP
consultancy market,
generally on a project basis. Ctac N.V.
management directs the Company
on the basis of four geographical
segments, namely the Netherlands,
Belgium, Germany and France. In
the financial statements there are
no differences between segments
in the evaluation of management
information. Prices and conditions for
transactions between segments are
objectively and commercially set at
arm’s length.
Segmented results for the year 2010 are specified as follows:
(in EUR x 1,000)
2010
The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
Turnover per segment 55,63116,683 525 435(1,872)71,402
Operating result
820
356
14--
1,190
Financial gains
435 61 - -(97)399
Financial losses
(1,089)
(170)(8) -97
(1,170)
Result before tax
166
Taxation
(67)
(151)---
(218)
Result after tax
58
projects and receivables
99
247
96
6
6
-
-
-
-
419
201
59
Segmented results for the year 2009 are specified as follows:
De overige gesegmenteerde informatie ter zake de winst-en-verliesrekening 2009 luidt als volgt:
(in EUR x 1,000)
(in EUR x 1,000)
2009
The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
Afschrijvingen 2009 The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
Turnover per segment 51,83817,586 729
-(1,787)68,366
Operating result (2,395)
824
(189)--
(1,760)
Financial gains
510
48--
(108)
450
Financial losses
(1,078)
(256)
(6)
-
108
(1,232)
(4)-
(4)--
(8)
Result before tax
(2,967)
616
(199)
-
-
(2,550)
Taxation
(737)
302---
(435)
Result after tax
(2,230)
314
(199)
-
-
(2,115)
Intangible fixed assets711
151---
862
Tangible fixed assets
1,976
48
2
-
-
2,026
2,687
1992--
2,888
(in EUR x 1,000)
Investments 2009
The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
Intangible fixed assets
2,083
870---
2,953
1,037
71
7
-
-
1,115
3,120
9417--
4,068
The remaining segmented information in relation to the profit-and-loss account 2010 is as follows:
(in EUR x 1,000)
7. Intangible fixed assets
Depreciation 2010
The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
The following statement lists the changes in assets recognised in this balance sheet item:
Intangible fixed assets800
120---
920
1,662
43
1
1
-
1,707
2,462
16311 -
2,627
(in EUR x 1,000)
Investments 2010
The Netherlands
BelgiumGermany
France
Inter
Consoli
segment-
dated
elimination
2,769----
2,769
1,039
13
11
-
-
1,063
3,8081311 - -
3,832
60
(in EUR x 1,000)
Intangible Intangible
fixed assets fixed assets
In-house
related to related to
produced
customers developed intangible
Goodwill
and orders products
fixed assets
Total
2010200920102009201020092010200920102009
Book value as at 1 January 21,773 21,824
937
257 1,230 1,453 1,229 1,678 25,169 25,212
Investments
2,769
2,083-
870----
2,769
2,953
Investments resulting
from the acquisition of
group companies--
656-----
656Payment variances-
(2,134)-------
(2,134)
Depreciation
-
-(249)(190)(224)(223)(447)(449)(920)(862)
Book value as at 31 December 24,542 21,773 1,344
937 1,006 1,230
783 1,229 27,675 25,169
Total acquisition cost
24,542
21,7731,8031,1471,5641,5642,2382,238
30,147
26,722
Total depreciation
-
- (459) (210) (558) (334)(1,455)(1,009)(2,472)(1,553)
Book value as at 31 December 24,542 21,773 1,344
937 1,006 1,230
783 1,229 27,675 25,169
61
After a noticeable set-back in the IT sector in 2009, 2010 witnessed a cautious economic recovery. Turnover projections for
the earn out period for the participations have remained approximately the same as the estimate of one year ago.
Under the Revised standard Business Combinations IFRS 3, from the start of fiscal year 2010, revaluations of earn out
obligations run through the results and can no longer be corrected to goodwill with back-value.
7.1 Investments and divestments
Investments in 2010 in goodwill and intangible fixed assets relating to customers pertain to the acquisition of majority
interests in Ctac France, Yellow2B, Yellow & Red, Meridian IT, Ctac Warehouse Optimization Services, Ctac Healthcare,
Alpha Distri and the expansion of interests of existing Ctac N.V. subsidiaries.
Acquisition Yellow2B and Yellow & Red (52% of the shares and voting rights of both companies)
On 28 January 2010, Ctac completed the acquisition of 52% of the shares of Yellow2B B.V. and Yellow & Red B.V. The
figures of Yellow2B and Yellow & Red have been consolidated from January onwards. Through this acquisition, Ctac has
strengthened its leading position in the market of IT specialists. Yellow2B, specialist in SAP NetWeaver, was established in
2001 and offers integration solutions that unlock SAP systems and make them accessible in a user-friendly manner. Yellow &
Red, established in 2000, focuses on the realisation of internet applications, content management and e-business solutions.
The purchase price depends entirely on the results of Yellow2B and Yellow & Red in the coming three years. Based on the
EBITA that was realised in the preceding year, during that period, the interest will be increased to one hundred per cent, in
three equal parts. This will happen for the first time in 2012, linked to the results realised in 2011.
7.1.1 Acquisition Core Consulting in 2009
On the basis of the turnovers that were realised in the past, fair value has been adjusted for intangible fixed assets related to
customers.
The definitive determination of the “purchase method of accounting” contains no deviation compared to the provisionally
determined amounts of 2009.
The take-over of Yellow2B has had the following effect on Ctac N.V.’s asset and liability position:
7.1.2 Acquisitions and allocation of acquisition costs Opening location Ctac France (70.6% of the shares and
Yellow2B (in EUR x 1,000)
voting rights)
At the end of February of 2010, Ctac established an office in Paris. This new organisation will mainly concentrate on offering
retail solutions to medium-sized businesses, under the name of Ctac France S.A. This is a segment that, until that moment,
was not widely served with powerful solutions in France. Ctac owns 70.6% of the shares of the business. The remaining
interest of 29.4% is owned by the existing management. Based fully on realised results, Ctac will expand the interest to one
hundred per cent, in four equal parts. This will happen for the first time in 2013, linked to the average results realised in 2011
and 2012.
Ctac France (in EUR x 1,000)
Book value of the assets
Adjustments after acquisition
to fair value
Fair value
Net acquired assets and liabilities
Cash
5050
Net identified assets and liabilities
50
50
Goodwill773
Purchase price
823
Deferred purchase price
788
Financed with long-term liabilities
Sum paid in cash 35
Acquired cash
50
Net cash-flow due to acquisition
(15)
62
to fair value
Fair value
Intangible fixed assets related to customers
160
160
Balance of deferred taxes
(41)
(41)
43
43
Trade receivables
149
149
Other receivables
18
18
Cash
195195
Trade payables
(67)
(67)
Other payables
(123)
(123)
215
119
334
Goodwill 434
Purchase price
768
768
Sum paid in cash
Acquired cash
195
(195)
During the year 2010, Yellow2B contributed EUR 0.9 million to the turnover of Ctac and EUR 41,000 to the operating result.
63
Powerful tools
for a maximum result
You need the right tools for the job. Such as the complete end-to-end solutions
of Ctac, which are characterised by a maximum coordination between software,
business processes and staff. We are also ready for cloud computing and
Software-as-a-Service.
64
65
The take-over of Yellow & Red has had the following effect on CTAC N.V.’s asset and liability position:
Yellow & Red (in EUR x 1,000)
to fair value
Fair value
Intangible fixed assets related to customers
212
212
(54)
(54)
40
40
Trade receivables
395
395
Other receivables
6
6
Cash
275275
Trade payables
(35)
(35)
Other payables
(405)
(405)
276
158
434
Goodwill 483
Purchase price
917
917
Sum paid in cash
Acquired cash
275
(275)
During the year 2010, Yellow & Red contributed EUR 1.2 million to the turnover of Ctac and EUR 45,000 negative to the
operating result.
Acquisition Meridian IT (60% of the shares and voting rights)
On 11 March 2010, Ctac acquired a majority interest in Meridian IT B.V., SME supplier of SAP Business One. This acquisition
fits into the strategy of Ctac of expanding its Business One activities. Through the acquisition, Ctac strengthens its position
in the market for SME solutions based on SAP software. Ctac acquired the interest of 60% at nominal value and will gradually
increase the interest over the coming years to one hundred per cent. The acquisition price of the remaining stake depends
on the future results of Meridian IT. Based on the results that were realised in the preceding year, the interest will be
increased to one hundred per cent, in four equal parts. This will happen for the first time in 2012, linked to the results realised
in 2011.
On the basis of long-term orders, fair value has been adjusted for intangible fixed assets related to orders.
The purchase of Meridian IT has had the following effect on Ctac N.V.’s asset and liability position:
Meridian IT (in EUR x 1,000)
to fair value
Fair value
Intangible fixed assets related to orders
99 182
281
(46)
(46)
3
3
Trade receivables
107
107
Other receivables
1
1
Cash
66
Loans
(20)(20)
Trade payables
(57)
(57)
Other payablesn
(121)
(121)
18
136
154
Goodwill0
Purchase price
154
143
Sum paid in cash
11
Acquired cash
6
4
During the year 2010, Meridian IT contributed EUR 0.6 million to the turnover of Ctac and EUR 92,000 negative to the
operating result.
Ctac Warehouse Optimization Services (51% of the shares and voting rights)
At the end of the third quarter of 2010, Ctac and logistics specialist Prologys have established a joint venture that is fully
aimed at optimisation of processes in large warehouses. The new venture that officially started at the end of December under
the name of Ctac Warehouse Optimization Services B.V., offers consultancy in the field of warehouse optimisation. Ctac
brings comprehensive general SAP expertise and an expansive customer base into the venture. Since many years, Prologys
has a strong focus on warehouse logistics and has comprehensive experience in optimally applying SAP WM (Warehouse
Management). Ctac and Prologys have also started to develop a generic application that can be used by SAP WM users to optimise their warehouse processes. It is expected that the new software application will come onto the market around
the middle of 2011 as Software-as-a-Service (SaaS). Ctac has a majority interest of 51% in Ctac Warehouse Optimization
Services B.V. The other 49% of the shares are owned by Prologys. From 2016 onwards, Ctac will gradually increase its interest
to 100% over four years. The price that Ctac will pay will fully depend on future results. Linked to the average results that
were realised in the preceding two years, during that period, the interest will be increased to one hundred per cent, in four
equal parts. This will happen for the first time in 2016, linked to the average results realised in 2014 and 2015.
66
67
Ctac Warehouse Optimization Services is consolidated from 31 December 2010 onwards.
Ctac Warehouse Optimization Services (in EUR x 1,000)
to fair value
Fair value
Cash
1818
18
18
Goodwill172
Purchase price
190
181
Sum paid in cash 9
Acquired cash
18
(9)
Ctac Healthcare (75% of the shares and voting rights)
At the end of October, Ctac announced that it will expand its activities into the Healthcare sector. With the SAP for
Healthcare solution, Ctac meets the growing demand for integral ERP and EPD functionality in the healthcare industry.
Amongst others, this solution can be applied to integrating business operations in healthcare, electronic patient files and
to more efficient patient logistics. Ctac owns 75% of the shares of Ctac Healthcare BV. 25% of the shares is owned by the
management. From 2015 onwards, Ctac’s interest will gradually be increased to 100%. The price for increasing the interest
fully depends on the future results of Ctac Healthcare. Based on the results that were realised in the preceding year, during
that period, the interest will be increased to one hundred per cent, in four equal parts. This will happen for the first time
in 2015, linked to the average results realised in 2013 and 2014. Ctac Healthcare is consolidated from 31 December 2010
onwards.
Ctac Healthcare (in EUR x 1,000)
to fair value
Fair value
Cash
1818
18
18
Goodwill518
Purchase price
536
522
Sum paid in cash 14
Acquired cash
18
(4)
Alpha Distri (50.5% of shares, 100% voting rights)
Within the framework of further internationalisation of the Multi Channel solution XV Retail, Ctac acquired a majority interest
in Alpha Distri at the end of 2010. Before that, Ctac already had the distribution rights for XV Retail within the Benelux,
in combination with SAP ERP (for Retail). The other distribution rights are absorbed into Alpha Distri. The level of the
distribution rights within Alpha Distri is 20% of the total turnover in licence and maintenance. Ctac has paid EUR 0.4 million
for this majority interest of 50.5%.With effect from 31 December 2010, Alpha Distri is included in the consolidated figures.
The purchase of Alpha Distri has had the following effect on Ctac’s asset and liability position:
Alpha Distri (in EUR x 1,000)
to fair value
Fair value
Distribution rights related to intellectual property PM
PM
Trade receivables
6
6
Other receivables
17
17
Cash
4444
Other payables
(1)
(1)
66
66
Third party share
(33)
Goodwill388
Purchase price
421
Financed with short-term liabilities
250
Sum paid in cash
171
Acquired cash
44
127
7.2 Extraordinary impairments and extraordinary impairment reversals
Ctac N.V. has not recognised any extraordinary impairment of intangible fixed assets in 2010. Nor has any impairment,
recognised in previous years, been reversed in 2010.
7.3 Intangible fixed assets related to customers, orders, developed products and appurtenant distribution
rights
A portion of the purchase price for Yellow2B, Yellow & Red and Meridian has been allocated to the existing order portfolio
and to existing customers. For Alpha Distri, the fair value that must possibly be accorded to the intangible fixed assets
must still be worked out and determined. In compliance with IAS 3.67, this will happen within 12 months from the date of
establishment.
7.4 Impairment test for cash-flow generating units to which goodwill can be allocated
The realisable value is the estimated immediate market value or the operational value, if the latter is higher. When
determining the operational value of an asset, the present value of the estimated future cash-flows is determined using a
discount rate that reflects both the current market estimates of the time value of money and the specific risks relating to the
asset.
Future cash-flows are estimated using actual and historical results from each asset. A detailed forecast for the coming year
and forecasts for the years thereafter, on the basis of conservative assumptions for growth in turnover and development
of margins, are prepared for each asset. Cash-flows of longer than five years are extrapolated, using low growth rates. The
assumptions that are used are accepted within the industry in which Ctac is active.
68
69
Ctac identifies six cash-flow generating units, namely Ctac Business Services, Ctac SME, Ctac Professional Services, Ctac
Managed Services, Ctac Belgium and Ctac France. Ctac Business Services has been accorded EUR 12.7 million goodwill
(2009: EUR 10.9 million), Ctac SME has been accorded EUR 3.2 million goodwill (2009: EUR 3.2 million), Ctac Professional
Services has been accorded EUR 1.2 million goodwill (2009: EUR 0.3 million), Ctac Managed Services has been accorded EUR
0.4 million goodwill (2009: EUR 0.4 million), Ctac Belgium has been accorded EUR 6.2 million goodwill (2009: EUR 6.4 million)
and Ctac France has been accorded EUR 0.8 million goodwill.
8.1 Investments and divestments
Investments in computers during 2010 are mainly investments in laptops, servers and storage capacity.
8.2 Extraordinary impairments and reversals of extraordinary impairments
Ctac N.V. has not recognised any extraordinary impairment of tangible fixed assets in 2010. Nor has any impairment
recognised in previous years been reversed in 2010.
The following assumptions were applied when testing for impairment:
- The WACC of Ctac varies between 12.0% and 19.7%. This is on the basis of an interest rate of 3.2% for 10 years, a risk premium that varies between 4.75% and 12%, a Beta of 0.96 and a Target ratio ((E/(D+E)) of 1.0.
- The mentioned risk premium is the risk premium for Ctac as a whole.
- The risk premium for the purpose of impairment varies according to activity, depending on market and size, depending on
sales of consultancy or products and depending on size and growth.
- For extrapolation beyond 5 years a growth percentage of 2% is applied.
- When setting the principles, attention has been paid to the overall situation of Ctac, and the following aspects are included
in the assessment:
• the capital markets, for a company such as Ctac;
• the financial situation of Ctac;
• the current economic and market circumstances;
• the position of Ctac vis-à-vis a number of peers in the sector.
In this respect, Ctac is a company that has shown strong growth and developments in yield in the years from 2004 to 2008. In
2009 and 2010, years when economic circumstances were challenging, Ctac has shown that it can survive under economically
difficult circumstances, with the exception of a number of incidental items. The large component of “recurring” business in
its managed services turnover and a large number of customers in a diverse array of sectors has a positive impact on the risk
profile of Ctac. The key figures usual for the sector were used for the impairment tests (risk premium and Beta).
A sensitivity analysis has also been applied to the principles. Adjustments in the principles on WACC and the assumed
eventual growth of more than 25% can be absorbed by virtually all cash-flow generating units. Only at Ctac Belgium is the
room for absorbing adjustments in the principles on WACC limited till 7%.
9. Deferred taxation
Deferred taxes are specified as follows:
(in EUR x 1,000) Deferred tax claims
Deferred tax liabilities
Total deferred taxes
2010
2009
1,015
942
1,128
748
73
380
2010
2009
1,128
356
(414)
(32)
-
332
485
287
1
-
1,015
1,128
Changes in deferred tax claims are specified as follows:
(in EUR x 1,000)
Balance as at 1 January Withdrawal in connection with carry back taxable sum
Withdrawal in connection with unrealised inter-company results
Addition to deductible losses
Addition in connection with unrealised inter-company results
Addition in connection with differences between fiscal and
commercial depreciation period
8. Tangible fixed assets
The following statement lists the changes in assets recognised in this balance sheet item:
(in EUR x 1,000)
Structural
alterations to
leased premises Computers
Inventory
Total
20102009201020092010200920102009
Book value as at 1 January
221
225
2,131
3,044
311
297
2,663
3,566
Investments - 511,047 953 16 1111,0631,115
IInvestments as a result of
purchase of group companies - -31 352168319
Divestments - -(12)(11)(10) -(22)(11)
Depreciation (106) (55)(1,462)(1,858) (139) (113)(1,707)(2,026)
Book value as at 31 December
115
221
1,735
2,131
230
311
2,080
2,663
Total acquisition cost 767 7678,9438,2851,3561,275
11,066
10,327
Increase in acquisition value
following purchase of group companies
-
-
59
13
106
92
165
105
Total depreciation (652) (546)(7,238)(6,157)(1,179) (980)(9,070)(7,683)
Increase in depreciation as a result of
purchasing group companies - -(29)(10)(53)(75)(82)(85)
Book value as at 31 December
115
221 1,735 2,131
230
311 2,080 2,663
70
The rights to compensate losses against taxable profits are recognised when it is expected that compensation will be
honoured (total at year-end 2010 around EUR 1.6 million; year-end 2009: around EUR 3.4 million). The amount is recognised
at the nominal rate as applicable to future financial years. The total of the off-settable losses is around EUR 1.9 million at
year-end 2010 (around EUR 3.6 million at year-end 2009). No deferred tax claim has been recognised with regard to offsettable losses of around EUR 0.3 million, because it is insufficiently probable that in future taxable profits will become
available for off-setting against.
Changes in deferred tax obligations are specified as follows:
(in EUR x 1,000)
Balance as at 1 January Intangible fixed assets related to customers
Additions because of acquisitions
Withdrawal in connection with depreciation
Discounting of earn out obligation
Addition because of new obligations
Changes in connections with variances
in payments and valuation
Withdrawal in connection with interest accruals
2010
2009
748
815
141
(117)
221
(105)
320
-
-
(150)
(73)
(110)
942
748
71
10. Trade receivables and other accounts receivable
The claims in respect of trade receivables are exclusively in EUR. Ctac N.V. does not have receivables from trade debtors
in currencies other than EUR. The addition to and release from provisions are recognised in the profit-and-loss account in
the ‘other operating costs’ item. Amounts included in the provision are usually debited at the time there is no longer any
expectation that further payments in respect of the receivable will actually be received.
The specification of the trade receivables and other receivables is as follows:
(in EUR x 1,000) 2010
2009
Trade receivables 14,173
10,974
Provision for doubtful accounts receivable
(773)
(783)
Trade receivables - net 13,400
10,191
Turnover still to be invoiced in respect of services already rendered
3,477
2,970
Other receivables8999
Prepayments and accrued income
1,235
744
Balance as at 31 December 18,201
14,004
The other items within trade receivables and other receivables do not include any assets with impairment.
The prepayments and accrued income includes prepaid costs, receivables pursuant to fixed-price current contracts, and
amounts still to be received. The other receivables at year-end 2010 and year-end 2009 have a duration of less than one year.
Maximum credit risk on balance sheet date is the fair value of each item in the receivables as stated above. Ctac N.V. has not
obtained any sureties relating to this receivable.
11. Liquid assets
The fair value of the trade receivables and other receivables is close to the book value. On 31 December 2010, this applies
also to an amount of EUR 4.1 million trade receivables (31 December 2009: EUR 3.3 million) for which the payment period has
lapsed. During 2010, Ctac had to write off EUR 0.2 million worth of trade receivables because of bankruptcies. At year-end
2010, the provision for receivables that are considered uncollectible stood at EUR 0.8 million.
Although the payment periods have lapsed, at balance sheet date there are no indications that the relevant trade debtors
will not fulfil their payment obligations.
The amounts recognised in this balance sheet item are freely disposable. Amounts drawn under the current account credit
facility at year-end 2010, amounting to EUR 8.0 million, are included under short-term liabilities. The majority of the group
companies stand severally liable for the current account credit facility.
No financial derivatives exist within Ctac N.V. on balance sheet date.
The liquid assets are placed with professional market parties who have a credit quality that is assessed as good.
The age of the trade receivables is as follows:
(in EUR x 1,000)
Trade receivables for which there is no doubt as to collectability
and for which the payment periods have not yet lapsed
2010
2009
12. Shareholders’ equity
9,290
6,882
At year-end 2010, the Company’s authorised capital amounts to EUR 7,200,000, divided into 30,000,000 shares of EUR 0.24 as
follows: 14,999,999 ordinary shares, 15,000,000 preference shares and 1 priority share. The subscribed capital is comprised of
11,526,459 ordinary shares and 1 priority share. All issued shares are fully paid up.
Trade receivables for which there is no doubt as to collectability
and for which the payment periods have lapsed
less than 1 month
2,107
1,471
between 1 and 2 months
814
471
between 2 and 3 months
44
299
more than 3 months
1,145
1,068
4,1103,309
Trade receivables - net 13,400
10,191
The composition of and changes in shareholders’ equity during the years 2009 and 2010 is stated on page 50 of the financial
statements.
With regard to intangible fixed assets related to customers and orders, intangible fixed assets related to developed products
and intangible fixed assets manufactured in-house, a legal reserve will be formed. It will be released in proportion to the
decline in the book value of the recognised development costs.
The number of outstanding option rights shall not exceed 10% of the number of outstanding ordinary shares. There are no
outstanding option rights.
The changes in the provision for doubtful debts are as follows:
13. Long-term liabilities
(in EUR x 1,000)
2010
2009
Balance as at 1 January 783
534
Addition to the provision during the fiscal year
150
556
Receivables written off as uncollectable during the fiscal year
(92)
(94)
Released
(68)
(213)
Balance as at 31 December 773
783
72
The composition of the long-term liabilities is as follows:
13.1 Debts to financial institutions
The long-term debts to financial institutions include the loans taken out by Ctac Belgium BVBA for the purpose of long-term
acquisition financing (in 2007 for the purpose of Ctac Enterprise Technology N.V., formerly Smart Solutions N.V., in 2009 for
the purpose of Ctac Managed Services N.V., formerly Core Consulting N.V.). The interest rate on the long-term loan from
2007 is Euribor + 1%. This loan is repaid over five years (in equal monthly instalments). The interest rate on the long-term loan
from 2009 is Euribor + 1.85%. This loan is repaid over five years (in equal monthly instalments). As surety, a lien is attached to
the shares of Ctac Managed Services N.V. and Ctac Enterprise Technology N.V. and the loan to Ctac Belgium BVBA by Ctac
N.V. (EUR 0.9 million) has been subordinated.
73
(in EUR x 1,000)
Drawdown of loan
Transfer to short-term liabilities
(in EUR x 1,000)
Expiry dates on long-term loans as at year-end 2010
14. Provisions
2010
2009
1,533
682
9
1,470
(632)
(619)
910
1,533
1-2 years
> 2 years
Total
520
360
910
The changes in provisions are as follows:
(in EUR x 1,000)
2010
2009
Relating to vacant
premises
Other
Total
369
1,288
1,657
855
Addition charged to the result
-
134
134
1,331
Allocated(239)(354)(593)(529)
130
1,068
1,198
1,657
Around EUR 0.2 million of the provisions (2009: around EUR 0.2 million) have a duration of more than one year.
13.2 Other liabilities
This relates to Ctac’s long-term obligations towards minority shareholders of subsidiaries of Ctac N.V., with whom Ctac has
concluded earn out and/or subsequent payment agreements.
(in EUR x 1,000)
New obligations in connection with new acquisitions
Payment variances Transfer to short-term liabilities
Accruing interest on earn out obligations
(in EUR x 1,000)
Expiry date earn out obligations as at year-end 2010
2010
2009
3,686
5,603
3,002
-
764
(2,480)
(1,861)
588
(633)
432
5,415
3,686
14.1 Provision relating to vacant premises
The provision for vacant premises relates to future lease expenses, including the fixed costs associated with the lease, for the
period of the contract during which the premises are not expected to be used.
14.2 Other provisions
These provisions relate to work still to be carried out on projects that are charged to the fiscal year in accordance with the
accounting principles for the financial statements.
15. Trade payables and other debts
The composition of the trade payables and other debts is as follows:
1-2 years
> 2 years
Total
2,055
3,360
5,415
After a noticeable set-back in the IT sector in 2009, 2010 witnessed a cautious economic recovery. Turnover projections for
the earn out period for the participations have on balance remained the same as the estimate of one year ago. Therefore, no
differences in payments have occurred in 2010.
Under the Revised standard Business Combinations IFRS 3, from the start of fiscal year 2010, revaluations of earn out
obligations run through the results and can no longer be corrected to goodwill with back-value.
(in EUR x 1,000)
2010
2009
Trade payables 4,932
4,038
Taxation and social security premiums 2,971
2,692
Other payables
2,469
902
Accrued expenses7,5967,402
17,96815,034
The other payables item includes short-term liabilities such as liabilities pursuant to earn out obligations.
The accrued liabilities item includes liabilities relating to holiday pay, annual leave and bonuses, as well as other items to be
paid that are charged to the fiscal year in accordance with the accounting principles for the financial statements. The other
liabilities at year-end 2010 and year-end 2009 both have a maturity shorter than one year.
Ctac N.V.’s financing facility to the tune of EUR 8.0 million had at end 2010 been secured from F. van Lanschot Bankiers.
Thereby it was agreed with the bank that outstanding debt to the bank shall not exceed 70% of outstanding receivables of
less than 90 days old. Security had been furnished in the form of a lien on receivables and company equipment.
Effective 15 March 2011, Ctac agreed a financing facility with ABN AMRO Bank, for EUR 10.8 million. Security has been
furnished in the form of a lien on receivables, company equipment and IP rights.
74
75
16. Staffing costs
18. Financing gains and losses
The composition of the staffing costs is as follows:
The financing gains and losses are specified as follows:
(in EUR x 1,000)
2010
2009
Salaries31,44631,153
Social security premiums
4,285
4,253
Pension costs1,3451,281
Other staffing costs
2,148
1,481
Share appreciation rights
38
39,26238,168
(in EUR x 1,000)
2010
2009
Financing gains399450
Financing losses
(582)
(800)
Accruing interest on earn out obligations
(588)
(432)
Balance of total financing gains and losses
(771)
(782)
The pension costs relate to the payment of contributions pursuant to a defined contribution plan. The other staffing costs
include costs such as travel and accommodation expenses and training costs. The average staffing level on the basis of FTEs
for 2010 was 462 (2009: 460).
The financing losses item recognises the interest due on the long-term loan, the amounts drawn under current account credit
facilities from banks, and interest with regard to taxation.
19. Taxation
17. Other operating costs
The other operating costs can be specified as follows:
(in EUR x 1,000)
2010
2009
Car costs5,3985,168
Accommodation costs1,8522,069
Marketing and sales costs
1,110
1,419
Other costs3,5513,093
11,91111,749
The other costs include items such as the costs of information management and automation, insurance, auditors’ fees and
consultancy fees.
The accommodation costs recognise an amount of around EUR 1.1 million (2009: around EUR 1.2 million) for operational
lease contracts.
The car costs recognise an amount of around EUR 4.0 million (2009: around EUR 3.8 million) for operational lease contracts
with regard to cars.
The level and composition of the auditors’ fees is as follows (x 1,000):
a. auditing the financial statements: EUR 125;
b. other auditing assignments: EUR 11;
c. other non-auditing services: EUR 8.
Consequently, the total auditors’ fees amount to EUR 144.
76
Tax position and tax burden (in EUR x 1,000)
Actual tax liabilities
Deferred tax liabilities
Tax burden pursuant to the consolidated financial statements
2010
2009
(776)
558
(553)
988
(218)
435
The tax burden as a percentage is 52.0% (2009: 17.1%) and is composed as follows:
20102009
Nominal tax burden
25.5
25.5
Tariff differences abroad
9.2
-3.3
Setting off of losses not recognised in the past
-0.4
-1.6
Not included latencies for losses in the fiscal year
-
-2.2
Undeductible amounts
14.9
-1.1
Effects of reduced tariff on first threshold
2.8
Incidental items-
-0.2
Tax burden pursuant to the consolidated financial statements
52.0
17.1
The effective tax burden has been calculated on the basis of the result, excluding the result from selling participations.
The impact of losses not recognised in the past stems from the results of group companies that are eligible for compensation
during the fiscal year, for which no active latencies were created in respect of such compensation.
The rights to compensate losses against taxable profits are recognised when it is expected that compensation will be
honoured. No deferred tax claim has been recognised during the fiscal year with regard to off-settable losses of around
EUR 0.2 million, because it is insufficiently probable that in future taxable profits will become available for off-setting against.
The total of the off-settable losses is around EUR 1.9x million at year-end 2010 (around EUR 3.6 million at year-end 2009).
77
20. Results per share
Profit per share and diluted profit per share
The calculation of base profit and the diluted profit per share accruing to the shareholders of the parent company is based
on the following data:
Profit (loss) per share 2010
2009
Result for the purpose of base profit per share (net profit during the fiscal
year accruing to the shareholders of the parent company) (EUR x 1,000)
201
(2,115)
Result for the purpose of base profit per share from continued activities (EUR x 1,000)
201
(2,115)
Number of shares
2010
2009
Number of ordinary shares, 1 January
11,526,459
11,526,459
Number of ordinary shares, 31 December
11,526,459
11,526,459
Number of weighted average outstanding ordinary shares
11,526,459
11,526,459
Net profit during the reporting period accruing to the shareholders
of the parent company (EUR x 1,000)
201
(2,115)
Profit per weighted average outstanding ordinary shares (EUR x 1,000)
0.02
(0,18)
Fair value of earn out obligations (EUR x 1,000) 7,240
4,319
Average rate (Euro)
2.11
2.67
Potential dilution of ordinary shares (EUR x 1,000)
3,431,461
1,617,603
Potential number of shares for the purpose of diluted profit per share
14,957,920
13,144,062
Net profit during the reporting period accruing to the shareholders
of the parent company and to the minority shareholders of the
subsidiaries (EUR x 1,000)
201
(2,115)
Net result per share after potential dilution
0.01
*
* Net result per share after potential dilution for 2009 is not included. Potential ordinary shares must be treated as diluted if and
only if conversion into ordinary shares would decrease or increase, as the case may be, the profit of loss from continued operating activities (IAS 33.41).
21. Conditional and contractual obligations not shown on the balance sheet
The Company and its participations have provided guarantees for a total amount of around EUR 0.3 million (2009: around
EUR 0.3 million). These guarantees have been issued in respect of current lease obligations.
At year-end 2010 Ctac N.V. has no material investment obligations for tangible and intangible fixed assets.
Cars made available to staff are usually obtained via operational leases with contract periods ranging from 36 to 60 months.
Within this context, the company and its participations have lease obligations amounting to a total of ca. EUR 8.5 million
(2009: EUR 6.3 million). This relates to operational lease obligations pertaining to the lease of cars for staff in the Netherlands
and Belgium, with durations between 1 and 5 years.
78
All premises accommodating the group’s companies are leased. Ctac N.V. does not own any premises. The company and its
participations have lease obligations amounting to a total of ca. EUR 1.5 million (2009: EUR 2.6 million). This relates to rental
obligations for office premises in the Netherlands (’s-Hertogenbosch, Barneveld and Eindhoven), Belgium (Wommelgem
and Drongen) and Germany (Munich and Ratingen).Ctac is aiming to move to new a head office in ‘s-Hertogenbosch in the
earlier part of 2012. For that purpose, a “rental agreement for office space and parking places that are still to be realised”
has already been signed. The rental obligations emanating from this agreement amount to circa EUR 7.7 million.
The composition of the rental and lease obligations is as follows:
(in EUR x 1,000)Lease obligations
Rental obligations Duration of less than one year
3,587
1,307
Duration of more than one year
and less than five years
4,874
3,141
Duration of longer than five years
-
4,839
2010
2009
4,894
4,401
8,015
4,839
4,469
-
8,4619,287
17,7488,870
The Company and most of its Dutch group companies form one or more fiscal entities for corporation tax purposes. Pursuant
to this arrangement, the companies involved are severally liable for the obligations of the fiscal entity.
22. Acquisitions and divestments
22.1 Effects of acquisitions
Purchases of the group’s companies have had the following effects on Ctac N.V.’s asset and liability position:
Investments (in EUR x 1,000)
2010
2009
85
19
Intangible fixed assets related to customers and orders
372
839
Intangible fixed assets related to orders
282
31
Trade receivables and claims
698
953
Liquid assets
606
77
Balances of deferred taxes
(141)
(249)
Trade payables and other short-term payables
(829)
(783)
1,073
887
Third party share
(33)
Goodwill of acquired group companies
2,769
2,091
Purchase price new acquisitions
3,809
2,978
Earn out payments for acquisitions in previous years
652
2,210
(3,569)
(694)
Financing of purchase price through long-term loan
-
(1,470)
Paid purchase price / cash
892
3,024
Purchased liquid assets
(606)
(77)
Net cash outflow acquisitions
286
2,947
79
Decisive working method
forms basis for success
Accurate action with Ctac Powerhouse. Productive collaboration between
specialist business units leads to surprising innovations, more extensive
competencies and the possibility to combine personal entrepreneurship with
developing specialism(s).
80
81
Other information (all amounts in EUR x 1,000)
Remuneration of members of the Board of Directors and Supervisory Board:
2010
2009
Additional acquisition costs
Additional acquisition -advisory costs costs not included in the
purchase price in 2010
79
(in EUR x 1,000)
Board of Directors
2010
2009
Goodwill is not
deductible for
corporation tax
Total remuneration Mr Hilgerdenaar
of which pension and disability benefit insurance
of which variable remuneration
Total remuneration Mr Wienbelt of which pension and disability benefit insurance
Total remuneration Mr Van Groenendael
321
22
54
-
268
19
42
212
15
-
277
-
55
222
-
Effects corporation tax
Method of evaluating shares issued for acquisition
Goodwill is not deductible for corporation tax
n/a
n/a
Factors that contributed to a purchase - Purchase price
price resulting in acquiring goodwill
- Purchase price
- Additional costs
Net profit (loss) for entities merged during (73)
the fiscal year from moment of take-over
Pro forma return and profit or loss of the Only applicable to merged entity from 1 January Meridian IT: result 2010
until moment of take-over was break-even
220
Former directors
Acquisition
took place
on 1 January;
pro forma return
not applicable
23. Related parties
23.1 Identity of related parties
As parties related to Ctac N.V., the group companies, the members of the Supervisory Board and the members of the Board
of Directors must be distinguished.
23.2 Transactions with members of the Board and members of the Supervisory Board
A conflict of interest was an issue with the takeover of Yellow2B B.V., Yellow & Red B.V. and Alpha Distri B.V.. Mr H.P.W.P.T.M.
van Groenendael was shareholder of Yellow2B B.V. and of Yellow and Red B.V. and he was also director of Ctac N.V. Mr
H.P.W.P.T.M. van Groenendael was shareholder of Alpha Distri B.V. and he was also director of Ctac N.V. The Corporate
Governance Code’s best practice provisions of II.3.2 to II.3.4 inclusive have been observed.
Total remuneration-
1,267
-
27
-
The level of the variable element of the remuneration depends on the extent to which agreed targets are achieved. The
major targets relate to the development of the turnover and result, management of working capital, customer satisfaction
and employee satisfaction. Cars and mobile telephones are made available to the members of the Board of Directors
of the Company. They also receive a monthly expense allowance to cover their expenses. Neither loans, nor advances
or guarantees have been granted to members of the Executive Board. Possible compensation that Mr Hilgerdenaar,
Mr Wienbelt and Mr Van Groenendael may receive in the event of separation is not laid down in their contracts and,
consequently, is not maximised.
On 5 January 2010, the Supervisory Board requested Mr Henny Hilgerdenaar to assume the duties of CEO. During the
shareholders Annual General Meeting that took place on 14 May 2010, he was officially appointed CEO.
The total remuneration of former directors over 2009 includes a separation bonus of EUR 960,000. The separation bonus
conforms to the contractual stipulations.
23.2.1 Remuneration policy
23.2.3 Shares held by the members of the Board of Directors
The objective of Ctac N.V.’s remuneration policy is providing a transparent insight into the policy that should be applied in
connection with the remuneration of the members of the Board of Directors and the management. The need to be able to
permanently secure the availability of qualified and experienced managers is also taken into account. Such a policy cannot
be seen divorced from the following principles:
- The interest of the customer is pivotal. That interest is served when the members of the Board of Directors and managers
satisfy the most stringent professional requirements, necessitating adequate remuneration.
- The remuneration reflects the expertise, commitment and involvement exhibited by the members of the Board of Directors
and by the managers for the benefit of Ctac N.V.
- The level of remuneration is, to a certain extent, in line with the remuneration of members of Board of Directors and
managers at comparable companies, and contains a fixed and a variable element.
- The remuneration must be partly in line with the results achieved by Ctac N.V. and is therefore every year an item on the
agenda for the Supervisory Board meeting that reviews issues such as the specification of the performance criteria to be
tested in determining the remuneration.
-The policy governs the members of the Board of Directors and the most senior management level, and serves as a
building block for the remuneration structure of the management within Ctac N.V..
At year-end 2010, the members of the Board of Directors held 1,860,167 shares in Ctac N.V. (year-end 2009: 1,860,167).
The breakdown of the shares held by members of the Board of Directors is as follows:
20102009
H.L.J. Hilgerdenaar-W.J. Wienbelt
215,000
215,000
H.P.W.P.T.M. van Groenendael 1,645,167
1,645,167
23.2.2 Remuneration of the members of the Board of Directors
The following amounts for the remuneration of the members of the Board of Directors have been recognised in the results
for 2010 and 2009 respectively:
82
83
23.2.4 Option rights assigned to and held by members of the Board of Directors
COMPANY BALANCE SHEET AS AT 31 DECEMBER 2010 (AFTER APPROPRIATION)
The number of outstanding option rights shall not exceed 10% of the number of outstanding ordinary shares.
Share appreciation rights
In 2010, “share appreciation rights” have been allotted to Mr H.L.J. Hilgerdenaar. If, on an agreed date in 2014, the share
price of Ctac exceeds a stipulated level, a lump sum bonus will be paid, subject to a ceiling. The real value that can be
applied to these “share appreciation rights” is recognised as an expense in the income statement, under ‘staff costs’.
For 2010, that expense is EUR 38,000
23.2.5 Remuneration of the Supervisory Board
(in EUR x 1,000)
2010
2009
Supervisory Board:
H.G.B. Olde Hartmann
30
30
H.P.M. Jägers2525
E. Kraaijenzank2716
A.J.Th. van den Huijsen
-
13
Mr Van den Huijsen stepped down as supervisor on 20 May 2009.
Mr Kraaijenzank was appointed supervisor on 20 May 2009.
23.2.6 Shares held by the members of the Supervisory Board
The members of the Supervisory Board do not hold any shares in Ctac N.V. The members of the Supervisory Board have not
been granted any option rights.
24. Events after balance sheet date
24.1 Establishment Persity Resourcing and Persity Search (51% of the shares and voting rights)
Half-way through November of 2010, Ctac announced its intention to set up two new businesses together with Persity:
Persity Search B.V. and Persity Resourcing B.V. Both businesses started activities on 1 January 2011.
With Persity Resourcing, the two cooperating parties are aiming at the secondment of SAP consultants. Currently, Ctac often
works on a project and management basis, but it will now expand its portfolio with a secondment branch. Additionally, in
future, Persity Resourcing will employ its own staff. These will be consultants opting for a more enterprising model. Persity
Search focuses on recruiting and selecting (SAP) professionals and on sales, both for Ctac and for third parties.
Ctac owns 51% and Persity 49% of the shares in both companies. From 2013 onwards, the interest of Ctac will gradually be
increased to 100%. The price that will be paid for increasing the interest depends on the future results. Based on the average
results that were realised in the preceding two years, during that period, the interest will be increased to one hundred per
cent, in four equal parts. This will happen for the first time in 2014, linked to the average results realised in 2012 and 2013.
(in EUR x 1,000)
2010
2009
ASSETS
Fixed assets
25) Tangible fixed assets
29
19
26) Intangible fixed assets
5,647
4,431
27) Financiële vaste activa
27,1 Participations23,94722,488
27,2 Deferred tax claims
395
816
30,018
27,754
Current assets
28) Trade receivables and other accounts receivable
4,416
471
4,416
471
34,434
28,225
LIABILITIES
29)
Shareholders’ equity
Issued and paid-up capital
2,766
2,766
Premium10,69010,690
Other reserves5,1064,905
18,562
18,361
30)Long-term liabilities
2,222
-
30.2 Deferred tax liabilities
142
-
2,364
Owed to banks
12,172
31) Trade payables and other debts
1,336
9,864
13,508
9,864
34,434
28,225
COMPANY PROFIT-AND-LOSS ACCOUNT FOR 2010
(in EUR x 1,000)
2010
2009
Results from group companies after tax 678
1,032
Other gains and losses after tax
(477)
(3,147)
Net profit
201
(2,115)
84
85
NOTES TO THE COMPANY BALANCE SHEET AND PROFIT-AND-LOSS ACCOUNT
26. Intangible fixed assets
General
The changes in the intangible fixed assets are as follows:
The Company financial statements of Ctac N.V. are drawn up in accordance with the statutory provisions laid down in Title
9, Book 2 of the Netherlands Civil Code. The option provided by Article 2:362 of the Netherlands Civil Code of applying the
accounting principles of the consolidated financial statements (IFRS) for valuation and result when drawing up the Company
financial statements, has been made use of in this regard.
With regard to the Company profit-and-loss account, the exemption provided pursuant to Article 402, Book 2 of the
Netherlands Civil Code has been made use of.
Group companies are recognised in the Company balance sheet at net asset value. A possible negative valuation of the
participation is deducted from the claim on the relevant group company.
25. Tangible fixed assets
The changes in the tangible fixed assets are as follows:
(in EUR x 1,000)
Structural
alterations to
leased premises
Computers
Inventory
Total
20102009201020092010200920102009
Book value as at 1 January
-
226
19
2,904
-
254
19
3,384
Investments - -1919 - -1919
Divestments-
(226)-
(2,904)-
(254)-
(3,384)
Depreciation--
(9)---
(9) Book value as at 31 December
-
-
29
19
-
-
29
19
Total acquisition cost - -4219 - -4219
Total depreciation--
(13)---
(13) Book value as at 31 December
-
-
29
19
-
-
29
19
(in EUR x 1,000)
Goodwill
In-house Total
produced
intangible
fixed assets
201020092010200920102009
Book value as at 1 January 3,200 19,075 1,231 1,679 4,431 20,754
Investments
1,691---
1,691(15,875)--
(27)
(15,875)
Divestments
(27)
Depreciation
-
-(448)(448)(448)(448)
Book value as at 31 December 4864 3,200
783 1,231 5,647 4,431
Total acquisition cost4,8643,2002,2382,2387,1025,438
Total depreciation
-
-(1,455)(1,007)(1,455)(1,007)
Book value as at 31 December 4,864 3,200
783 1,231 5,647 4,431
27. Financial fixed assets
The composition of the financial fixed assets is as follows:
(in EUR x 1,000)
2010
2009
Participations23,94722,488
Deferred tax claims
395
816
24,34223,304
27.1 Participations
The changes in the participations item are as follows:
The divestments were the result of transferring the tangible assets at book value to Ctac Nederland B.V.
(in EUR x 1,000) 2010
2009
Position at 1 January including participations acquired
22,488
13,830
678
1,163
Acquired participations
818
19,890
Transferred participations
(67)
(11,670)
Receivables participations
30
(725)
1,459
8,658
Position as at 31 December
23,947
22,488
Please refer to Supplement 1 to the financial statements for an overview of name, residence and capital interests.
86
87
31. Trade payables and other debts
The composition of the trade payables and other debts is as follows:
27.2 Deferred tax claims
Changes in deferred tax claims are as follows:
(in EUR x 1,000) Balance as at 1 January
Addition to deductible losses
Withdrawal because of carry back
Position as at 31 December
2010
2009
816
-
(421)
337
479
-
395
816
(in EUR x 1,000)
2010
2009
Trade payables 600
Inter-company trade payables
-
587
Taxation and social security premiums 28
Other payables
349Other inter-company payables
123
8,157
Accrued expenses
236
1,120
28. Trade receivables and other accounts receivable
The specification of the trade receivables and other receivables is as follows:
(in EUR x 1,000) 2010
2009
Claims on group companies
3,668
451
Taxation and social security premiums
330
Other receivables
418
20
STAFF
The average staffing level on the basis of FTEs was 3 in 2010.
Ctac N.V. has no staff working outside the Netherlands.
1,336
9,864
CONDITIONAL OBLIGATIONS
Balance as at 31 December 4,416
471
Fiscal entity for corporation tax
The Company is in part a member of a fiscal entity for corporation tax purposes. Pursuant to this arrangement the Company
is severally liable for the obligations of the fiscal entity as a whole.
29. Shareholders’ equity
See the statement of assets and liabilities on page 50.
DIRECTORS’ DECLARATION
Pursuant to new statutory provisions the directors hereby declare that to the best of their knowledge:
30. Long-term liabilities
The composition of the long-term liabilities is as follows:
This relates to Ctac’s long-term obligations towards minority shareholders of subsidiaries of Ctac N.V., with whom Ctac has
concluded earn out and/or subsequent payment agreements. In 2009, the subsidiaries were transferred to Ctac Nederland
B.V. against issuance of shares. Therefore, the earn out obligations have also been transferred.
(in EUR x 1,000)
2010
2009
-
5,603
New obligations in connection with new acquisitions
2,007
Accruing interest obligations
215Transfer to Ctac Nederland B.V.
-
(5,603)
2,222
-
30.2 Deferred tax liabilities
1.The financial statements, as enclosed on pages 48 to 89 inclusive in this report, give a true and fair view of the
assets, liabilities, financial position and profit in the fiscal year for Ctac N.V. and the companies jointly included in the
consolidation;
2.The annual report gives a true and fair view of the situation at balance sheet date and the situation during the fiscal year
at Ctac N.V. and the companies affiliated to Ctac N.V., of which the figures are incorporated in the financial statements.
The material risks facing Ctac N.V. are described in the annual report.
’s-Hertogenbosch,16 March 2011
Board of Directors
De heer H.L.J. Hilgerdenaar
De heer H.P.W.P.T.M. van Groenendael
De heer W.J. Wienbelt
Supervisory Board
De heer H.G.B. Olde Hartmann
De heer H.P.M. Jägers
De heer E. Kraaijenzank
Changes in deferred tax obligations are specified as follows:.
(in EUR x 1,000)
Balance as at 1 January Addition because of new obligations
Withdrawal in connection with interest accruals
Transfer to Ctac Nederland B.V.
2010
2009
-
379
197
(55)
-
-
(379)
142
-
88
89
In 2010 the board members of the
association ‘Priority Foundation’ were:
1.Mr H.P.M. Jägers (Chairman)
2.Mr A.J.M. van Riet
3.Mr W.J. Wienbelt
Other information
Mr A.J.M. van Riet is a lawyer, founder
and the oldest partner of the Van
Riet Wijnands Keuter legal practice.
He is also on the supervisory board
of several construction companies
and development organizations.
Previously he was a member of the
Supervisory Board of the Rabobank
Utrecht and the Tergooi Hospital.
Ctac Continuity Foundation
Provision contained in the
articles of association
about profit appropriation
According to article 29 of the articles
of association, a dividend is paid out
on the priority share that is equal
to six percent (6%) of the nominal
amount. The Board of Directors, with
the approval from the Supervisory
Board, subsequently determines
which part of the remaining profits is
reserved. The balance of profits after
reservation is available to the General
Meeting of Shareholders.
Motion for profit
appropriation
The motion submitted to the General
Meeting of Shareholders is not to pay
a dividend for 2010.
Special control rights
provided for by the articles
of association
The priority share held by the Priority
Foundation of Ctac N.V. is subject
to special control rights in respect of
appointment, suspension and dismissal of the board, share issues, preemptive right, amendments to the
articles of association and dissolution
of the company.
Protective measures
Ctac applies the following protective
measures:
-priority shares, held by the Priority
Foundation ;
-the option to place preference
shares with the Continuity
Foundation;
-issue of depositary receipts for
shares.
90
The following provisions
apply to deployability
Priority Foundation
Shares are issued following a resolution by the Priority Foundation.
The appointment of the Priority
Foundation as the issuing body can
be extended under the articles of
association or a resolution by the
shareholders Annual General Meeting, but for no more than five years.
Resolutions to issue preference shares
or to grant any right to subscribe to
such shares by bodies other than the
General Meeting of Shareholders are
at all times subject to the cooperation
of the Supervisory Board. A transfer
of preference shares requires the
Foundation also plays a role in the
appointment, suspension and dismissal of the members of the Board
of Directors. The Board of Directors
is appointed by the General Meeting
of Shareholders on the basis of a binding nomination of at least two persons, to be drawn up by the Priority
Foundation . A resolution to suspend
or dismiss a member of the Board of
Directors can, if not passed following
a motion by the Priority Foundation,
only be passed with a majority of
at least two thirds of the votes cast,
which represents more than half of
the subscribed capital. Finally, the
Priority Foundation plays a decisive
role in amendments to the articles of
association and in the resolution to
“The Board of Directors is appointed
by the General Meeting of
Shareholders on the basis of a
binding nomination of at least two
persons, to be drawn up by the
Priority Foundation .”
approval from the Supervisory Board.
The pre-emptive right for a share
issue can be restricted or excluded
by the Priority Foundation . The
appropriate authority of the Priority
Foundation ends the moment the
authority of the Priority Foundation
to issue shares ends. The Priority
dissolve the company; such resolutions can be passed only following a
motion by the Priority Foundation.
The objective of the Continuity Foundation is to look after the interests
of Ctac, the businesses and parties
involved affiliated to Ctac and its
group companies, to the extent that
the interests of the company, the
group companies and the businesses and all parties involved are
safeguarded to the greatest possible extent and that influences that
may harm the independence and/
or continuity and/or identity of the
company, the group companies and
the businesses in violation of those
interests are excluded as much as
possible, as well as to do anything
that is related or may be conducive to
the above. The Continuity Foundation
tries to achieve its objective by acquiring and keeping shares - preference
shares in particular - in the company’s
capital and by exercising the rights
attached to those shares, including in
particular the voting rights to those
shares. The Continuity Foundation
can only acquire preference shares as
referred to above - without the cooperation of the shareholders Annual
General Meeting of the company including an acquisition of the right
to subscribe to preference shares,
up to a sum of fifty percent (50%)
of the total nominal amount of the
subscribed ordinary shares and the
subscribed priority share in the company’s capital. Preference shares can
be issued against partial payment,
on the understanding that the part
of the nominal amount to be paid
mandatorily must be the same for
each preference share and that when
preference shares are subscribed to,
at least a quarter (25%) of the nominal
amount must have been paid. The
Continuity Foundation is entitled to
sell, pledge - provided that the voting
right attached to the shares in question does not transfer to the pledge
- or otherwise encumber the shares it
has acquired, on the understanding
that it requires the approval from the
Supervisory Board to sell the shares.
The board of the Continuity Foundation comprises two board members
A and three board members B. The
board members A are, subject to the
approval from the Supervisory Board,
appointed by the company’s Board of
Directors from among the members
of the Supervisory Board or the Board
of Directors. The board members B
are appointed by the board of the
Continuity Foundation itself, subject
to the approval from the company’s
Board of Directors, for which the
Board of Directors in its turn needs
the approval from the Supervisory
Board. The Continuity Foundation
is independent from Ctac. The
Continuity Foundation’s articles of
association contain safeguards for
The board members A of the
Continuity Foundation in 2010 were:
1. Mr H.G.B. Olde Hartmann (board
member since May 2005),
2. Mr W.J. Wienbelt (board member
since 28 February 2008).
The board members B of the Continuity Foundation in 2010 were:
1.Mr J.A. Dekker (chairman) (board
member since 31 October 2005),
2. Mr M.L.M. de Bruijn (board
member since 5 March 1998),
3.Mr E. Jamin
(board member since 5 March
1998).
Mr J.A. Dekker is the president of the
Royal Institution of Engineers and a
supervisory director for Koninklijke
BAM Groep and Agens, as well as a
member of the board of De Baak. In
addition, he is on the board of one
other Continuity Foundation, that of
Koninklijke Boskalis. Previously, Mr
Dekker was employed at Akzo, GTI
and TNO. His last position was that of
chairman of TNO’s Board of Directors.
Pettelaar Park office
This site is surrounded by a wooded
bank so as to subtly blend in with
the landscape. These wooded
banks used to be a regular sight
in the landscape of the Dutch
province of Brabant, and form a
habitat for flora and fauna.
the independence of the members
B. Furthermore, the Continuity
Foundation can only be represented
by a board member A and a board
member B, acting jointly. If no board
member A is in office, the Continuity
Foundation is represented by two
jointly acting board members B.
Mr M.L.M. de Bruijn is director and
major shareholder in ‘mr M.L.M. de
Bruijn B.V. Tax, Legal and Financial
Engineering’. He is an expert in the
fields of corporate (re)structuring,
mergers & acquisitions, funding of
business projects, venture capital,
91
346
etc. Mr De Bruijn is a member of the
board of the CMG Pension Fund.
He is a member of the Supervisory
Boards of, among others, Hypotheek Visie B.V. and Hypotheek Visie
Beheer B.V. Previously, Mr De Bruijn
was employed as a partner at DLA
Schut Grosheide, De Brauw Blackstone Westbroek and Buruma Maris
Advocaten.
Mr E. Jamin is an independent
advisor, working for medium-large
and large businesses and non-profit
organisations on an interim basis. His
specialist areas are treasury advice,
support during change processes as a
result of computerisation or reorganisation, and setting up and structuring
financial positions. Mr Jamin was
previously linked to, among others,
Coopers & Lybrand, Fuji Photo Film
and Van Den Boom Groep.
The joint remuneration received by
the board members by virtue of their
position as board member of the
Continuity Foundation was EUR 7,200
for the year 2010.
Despite the obligation to make a
public offer - an obligation under the
Financial Supervision Act - which obligation applies to shareholders who
acquire a set of at least thirty (30%) of
the voting rights, it remains possible
to issue protection preference shares
to the Continuity Foundation in the
event of a (hostile) public bid.
The obligation to make a public offer
does not apply to the association
‘Continuity Foundation’ if they meet
certain requirements, including the
required independence of Ctac.
92
According to the management board,
the supervisory directors and the
board of the Continuity Foundation,
the requirements of independence
are met. The board members B of the
Continuity Foundation have signed a
declaration of independence, which
has been appended to this section as
final paragraph.
Right of investigation
In accordance with article 2:346,
paragraph c of the Netherlands Civil
Code, Ctac has granted the Continuity Foundation the right of investigation. The Continuity Foundation
is also authorised to claim injunctive
relief by virtue of article 2:349a of the
Netherlands Civil Code if so specifically demanded by the interests of
Ctac. The Continuity Foundation will
exercise the right of investigation and
the right to demand injunctive relief
only within the objective of the Continuity Foundation if there are justifiable reasons to doubt the correctness
of a policy. The Continuity Foundation
will exercise the right of investigation
or the right to demand injunctive
relief only after prior consultation with
Ctac’s Board of Directors and Supervisory Board.
Structural regime
Ctac meets the conditions of the
two-tier board regime and will report
this to the Commercial Register of the
Chamber of Commerce, within the
statutory parameters.
Issue of depositary receipts
for shares
No depositary receipts for shares
have currently been issued with the
cooperation of the company.
Declaration of
independence Continuity
Foundation
The Board of Directors of Ctac N.V.
and the board of the Ctac Continuity Foundation hereby declare
that, in their joint opinion, the Ctac
Continuity Foundation is a Ctac N.V.independent legal entity within the
meaning of article 5:71, paragraph 1,
section c of the Financial Supervision
Act.
mm
168
Ctac N.V.
H.L.J. Hilgerdenaar
H.P.W.P.T.M. van Groenendael
W.J. Wienbelt
Ctac Continuity Foundation
J.A. Dekker
H.G.B. Olde Hartmann
M.L.M. de Bruijn
E. Jamin
W.J. Wienbelt
151
mm
mm
Maximum result from
collaboration: co-innovation
Refined to the last detail. Each of Ctac’s solutions is created in close cooperation
with the market and the customer, so they are perfectly in line with the ambitions
of your business.
94
95
Auditor’s report from the
independent accountant
To: the General Meeting of Shareholders of Ctac N.V.
Report about the financial
statements
We have audited the 2010 financial
statements of Ctac N.V. of ‘s-Hertogenbosch, included in this report.
The financial statements comprise
the consolidated and simple financial statements. The consolidated
financial statements comprise the
consolidated balance sheet as at 31
December 2010, the consolidated
statement of realised and unrealised
results, the statement of changes in
shareholders’ equity and the cash
flow statement of 2010, plus the
explanatory notes which include an
overview of the major accounting
principles for financial reporting and
other explanatory notes.
The simple financial statements comprise the simple balance sheet as at
31 December 2010, the simple profit
and loss account of 2010, plus the
explanatory notes which include an
overview of the accounting principles
applied for financial reporting and
other explanatory notes.
Responsibility of the board
The company’s board is responsible
for preparing the financial statements
that must provide a faithful picture of
the equity and result, in accordance
with International Financial Reporting Standards as accepted in the
European Union, and with Title 9,
Book 2 of the Netherlands Civil Code,
and is also responsible for preparing
the Annual Report in accordance
with Title, 9, Book 2 of the Netherlands Civil Code. The board is also
responsible for such internal control it
deems necessary to make it possible
to prepare the financial statements
without material misstatements as a
result of fraud or errors.
96
Responsibility of the
accountant
Our responsibility is to furnish an
opinion on the financial statements,
based on our audit. We have conducted our audit in accordance
with Dutch law, including the Dutch
auditing standards. This means that we
have to meet the ethnical regulations
that apply to us, and that we plan and
conduct our audit in such a way so
as to obtain a reasonable degree of
certainty that the financial statements
do not contain any material misstatements.
An audit comprises activities to obtain
audit information about the amounts
and explanatory notes in the financial
statements. The selected activities
depend on the opinion forming
applied by the accountant, including
the assessment of the risks that the
financial statements contain a material
misstatement as a result of fraud or
errors.
When making these risk assessments,
the accountant takes the internal control into account that is relevant to the
preparation of the financial statements
and to the faithful picture thereof,
aimed at setting up audit activities that
reflect the circumstances. However,
these risk assessments do not aim to
voice an opinion on the effectiveness
of internal control at the company. An
audit also comprises the evaluation of
the suitability of the applied accounting principles for financial reporting
and of the reasonableness of the
estimations made by the company’s
board, as well as an evaluation of the
overall picture of the financial statements.
We are of the opinion that the audit
information we have obtained is sufficient and suitable to form a basis for
our opinion.
Opinion about the
consolidated financial
statements
In our opinion, the consolidated
financial statements provide a faithful
picture of the extent and composition
of the equity of Ctac N.V. as at 31
December 2010 and of the result and
the cash flows for 2010, in accordance with the International Financial
Reporting Standards as accepted in
the European Union and with Title 9,
Book 2 of the Netherlands Civil Code.
Opinion about the simple
financial statements
In our opinion, the simple financial
statements provide a faithful picture
of the extent and composition of the
equity of Ctac N.V. as at 31 December
2010 and of the result for 2010, in
accordance with Title 9, Book 2 of the
Netherlands Civil Code.
Statement relating to other
or statutory requirements.
By virtue of article 2:393, paragraphs
5e and 5f of the Netherlands Civil
Code, we state that following the
audit we have not observed any
shortcomings as to the preparation
of the Annual Report, as far as we can
see, in accordance with Title 9, Book
2 of the Netherlands Civil Code and
as to the provision of the information
required under article 2:392, paragraph 1b to 1h of the Netherlands
Civil Code. We also state that the
Annual Report, insofar as we can
assess, is compatible with the financial statements as required by article
2:391, paragraph 4 of the Netherlands
Civil Code.
139
mm
Waalwijk, 16 march 2011
188
Was signed,
HLB van Daal & Partners N.V
Accountants & Belastingadviseurs
Drs. E.W. van der Haar RA
208
mm
mm
Historical summary
Results (x EUR 1,000)
2010
2009
2008
Net turnover
Operating result Net profit Depreciation
Cash flow (net profit + depreciation)
Capital (x EUR 1,000)
71,40268,36672,320
1,190
(1,760)
7,725
201
(2,115)
4,947
2,6272,8882,382
2,828
773
7,329
Deferred tax claims
Current assets
Short-term liabilities* Shareholder’s equity
Total equity
Staff
2,080
2,663
3,566
27,675
25,169
25,212
1,015
1,128
356
19,32814,94221,254
24,236
19,574
21,313
18,56218,36121,975
50,09843,90250,388
Number of employees at year-end Average number of employees (FTE)
Average number of chargeable employees (FTE)
Departures per year (headcount)
Turnover per employee (per FTE x EUR 1,000)
Turnover per chargeable employee (per FTE x EUR 1,000)
Net profit per employee (per FTE x EUR 1,000) Ratios
Operating result/net turnover
Net result/net turnover
Net result/average shareholders’ equity Current assets/short-term obligations* Shareholders’ equity/total equity Figures per share of EUR 0.24 nominal
Weighted average number of outstanding shares
Dividend
Net earnings
Cash-flow
114
501
462
419
52
154
170
0
465
460
407
76
149
168
(5)
480
415
377
72
174
192
12
1.7%
0.3%
1.1%
0.8
37%
(2.6%)
(3.1%)
(10.5%)
0.76
42%
10.7%
6.8%
30.4%
1.00
44%
188
11,526,459
11,526,459
11,069,062
0 00.13
0.02
(0.18)
0.45
0.250.070.66
*In conformity with 2010 and 2009, for the year 2008 the item provisions has been added to the item short-term liabilities.
Because of this, for 2008 the ratio current assets/short-term liabilities has been adjusted.
346
98
mm
mm
mm
SAP ERP-systeem - (Enterprise Resource Planning) Software
providing administrative support to company processes
ASP - (Application Service Providing)
The provision of applications over the Internet
SAP IS - U-systeem - SAP-system focused specifically
on the utilities sector
Asset Management - The automated management of
operating assets
SAP IS - R-systeem - SAP-system focused specifically on
the retail sector
BI - (Business Intelligence) The process of transforming data
into information, which then provides knowledge
SAP NetWeaver - The application and integration
platform for process-oriented management as well as the
technical foundation for all SAP applications in the SAP
business suite
BW - (Business Warehouse)
SAP’s analysis and reporting solution
CPM - (Corporate Performance Management)
The automated and structured monitoring of business
performance
CRM - (Customer Relationship Management)
Integrated Customer Management
Cross Applications - A means of enabling a variety of
systems to interact with each other
Customer Service - Provision of services to customers
Discharge - Release from liability, ratification
CWC - Central Works Council
SCM - (Supply Chain Management) SAP-specific software
for the management of information, money and goods in
networks
SEM - (Strategic Enterprise Management) SAP software
modules for financial reports, planning and budgeting,
performance monitoring and risk management
SOA - (Service-Orientated Architecture) The blueprint for
services-based business software. It offers solutions that
provide greater adaptability, flexibility and openness
(SOA combines SAP’s experience in the field of business
solutions with the flexibility of Web services and open
standards)
SRM - (Supplier Relationship Management) Automated
management of supplier contacts
Hosting - Management of information systems
PCM - (Premium Content Manager)
A software module that links supplier catalogues to a specific ordering system
PLM - (Product Life Cycle Management)
The automated management of the lifecycle of a product,
from development to phase-out
Portal - Central Internet access to applications and
information
Supply Chain Execution - Operations for the management
of tasks concerning the flow of goods in the supply chain
Template - A fixed processing element containing a
section of code that can often be implemented rapidly
VAR - (Value-Added Reseller) A reseller who
provides added value for a solution in the form of
knowledge and expertise
VNSG - (Vereniging van Nederlandse SAP Gebruikers)
Association of Dutch SAP users
PI - (Process Integration) SAP module for the exchange of
information between different systems
SAPience - Association of Belgian SAP users
SAP Business All-in-One - A complete and integrated
market solution for all aspects of a medium sized business
Workflow Solutions - Systems for the improvement of
workflows
SAP Business One - A complete and integrated system
for smaller SME companies (from 1 employee), simple
to install and manage. Can be expanded with a range of
supplementary packages
100
Disclosure of Major Holdings and Capital Interests Decree (Decree article 10 of the Takeover
Directive)
The authorised capital of Ctac N.V. amounts to EUR 7,200,000, divided into 30,000,000 shares of EUR 0.24 as follows:
14,999,999 ordinary shares, 15,000,000 preference shares and 1 priority share. The subscribed capital is comprised of
11,526,459 ordinary shares and 1 priority share. More information with regard to provisions contained in the articles of association about profit appropriation and special control rights provided for by the articles of association of Ctac N.V. can be
found under the ‘Other details’ section in this annual report, on page 90.
In compliance with the Financial Supervision Act and the Disclosure of Major Holdings and Capital Interests in SecuritiesIssuing Institutions Decree, the Netherlands Authority for the Financial Markets has been notified of the following substantial
participating interests with regard to Ctac N.V.
Group companies/principal participating interests
Registered office
Ctac N.V.
Yellow2B B.V.
Eindhoven
Yellow & Red B.V.
Eindhoven
Ctac Nederland B.V.
Alpha Distri B.V.
Crossverge B.V.
Ctac Healthcare B.V.
Ctac Warehouse Optimization B.V.
Ctac B.V.
Ctac Business Services B.V.
Ctac MKB B.V. Ctac Dynamics B.V.
mYuice Business One B.V.
mYuice Logistics B.V.
mYuice All-in-One B.V.
ERP 2 B.V.
Meridian IT B.V.
Ctac NetIT Services B.V.
IFS Probity B.V.
Persity Resourcing B.V.*
Persity Search B.V.*
Ctac Deutschland GmbH
Ctac Utilities GmbH
Ctac SCM GmbH
Ctac Retail GmbH
Ctac Belgium BVBA
Ctac Managed Services N.V.
Ctac Enterprise Technology Management N.V.
Ctac Square BVBA
Ctac Intelligence BVBA
Ctac AMI BVBA
Ctac Logistics BVBA**
Ctac Supply Chain Solutions BVBA
Ctac France SAS
Participation
In % at year-end 2010
52
52
’s-Hertogenbosch
‘s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
‘s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
’s-Hertogenbosch
Barneveld
’s-Hertogenbosch
Barneveld
‘s-Hertogenbosch
‘s-Hertogenbosch
100
50.5
100
50.5
51
100
100
100
100
100
100
100
100
60
100
60
100
100
Ratingen, Germany
Ratingen, Germany
Ratingen, Germany
Ratingen, Germany
mm
AIDC - (Automatic Identification & Data Collection)
Automatic identification and collection of data
Supplement 1
133.31
Terminology index
100
70
85
100
Wommelgem, Belgium
Wommelgem, Belgium
Wommelgem, Belgium
Wommelgem, Belgium Wommelgem, Belgium
Wommelgem, Belgium
Wommelgem, Belgium
Wommelgem, Belgium
100
100
99.95
93.33
97
97.99
98.33
89.80
Paris, France
70.6
All of the aforementioned group companies are fully involved in the consolidation. All shares carry the same rights.
*Align Interim Management B.V. and Align Business Transformation Services B.V. are companies that were inactive in 2010. At the end of 2010, both
companies underwent a change of name. As from 1 January 2011, these companies are used for two joint ventures with Persity B.V. In anticipation of this
joint venture with Persity, the name of Align Interim Management B.V. was changed to Persity Search B.V. at the end of 2010. The name of Align Business
Transformation B.V. was changed to 2010 Persity Resourcing B.V. at the end of 2010.
**Ctac Logistics BVBA has interests in:
• Ctac Enterprise Technology Management N.V., 0.05%, causing 100% of the shares in the company to be retained within the group;
• Ctac Supply Chain Solutions BVBA (formerly known as Re-Spect BVBA), 10.2%, causing 100% of the shares in the company to be retained within the group.
• AMI BVBA, 0.01%.
101
Colophon
Publication
Ctac
Goudsbloemvallei 30
5237 MJ ‘s-Hertogenbosch
T.+31 (0)73 692 06 92
F. +31 (0)73 692 06 88
[email protected]
I.www.ctac.nl
Concept and realisation
Ambitions, ’s-Hertogenbosch
Photography
Workhouse, Best
Ctac Editors
Yvonne van Schaik
Marie-Louise van de Braak
Translation
KERN, Amsterdam

Building for the future / Annual Report 2010

Transcription

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