Earnings Release • Jul 30, 2021
Earnings Release
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As a Business & Cloud Integrator, Ctac helps its clients realise their ambitions. Ctac creates the required business value through constant innovation. Ctac offers a broad portfolio of solutions, including SAP and Microsoft 'on any cloud' solutions, and provides services in the fields of IT modernisation, Connected Intelligence, Transformation & Change management, Security & Trust and Business Transformation.
In addition, Ctac has a number of its own products, including the XV Retail Suite, which consists of an omnichannel-driven Point-of-Sale & Loyalty platform, and SaaS solutions for housing corporations and commercial real estate, respectively Fit4Woco and Fit4RealEstate.
In 2021, Ctac had been in business for 29 years and over the years has built up extensive experience and material know-how in the retail, wholesale, manufacturing and real estate sectors.
Ctac has a balanced workforce in terms of age, expertise and experience. Ctac sees working together to realise common goals as a high priority. Ctac is listed on the Euronext Amsterdam stock exchange (ticker: CTAC) and has offices in 's-Hertogenbosch and in Wommelgem (Belgium).
Ctac N.V. Meerendonkweg 11, 5216 TZ 's-Hertogenbosch PO Box 773, 5201 AT 's-Hertogenbosch
www.ctac.nl
+31 (0)73 - 692 06 92
Henny Hilgerdenaar | CEO Pieter-Paul Saasen | CFO
28 October 2021 : Publication of Q3 2021 press release
25 February 2022 : Publication annual results
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's-Hertogenbosch, 30 July 2021 – Business & Cloud Integrator Ctac N.V. (Ctac) (Euronext Amsterdam: CTAC) today announces its results for the first half of 2021.
| Key figures € mln |
H1 2021 | H1 2020 | Delta | Q2-2021 | Q2-2020 | Delta |
|---|---|---|---|---|---|---|
| Revenue* | 52.1 | 42.3 | +23.2% | 25.7 | 20.4 | +26.0% |
| EBITDA* | 5.7 | 3.9 | +46.2% | 2.5 | 1.7 | +47.1% |
| EBIT* | 2.9 | 1.3 | +123.1% | 1.2 | 0.5 | +140.0% |
| Net result | 1.9 | 0.7 | +171.4% | |||
| Free cash flow | -5.4 | 7.2 | +175.0% | |||
| Net cash (30 June) | 1.7 | 6.7 | -74.6% |
*) Excluding discontinued operations in France
"We can look back on a strong second quarter and we made solid progress on a large number of fronts. The quarter was marked by the refinement of our strategy, the boosting of our pipeline and the integration of new talent in our organisation. We successfully executed and completed various Data Management and Data & Analytics projects, partly thanks to stronger collaboration and cross pollination across our various teams. We redefined our cloud strategy, putting greater focus on multi-cloud adoption, strategic collaboration with cloud hyperscalers and the expansion of the types of cloud services we offer, such as those within Security. We also explicitly sought to increase collaboration with our chain partners, including Microsoft, AWS and SAP.
We also made solid progress on our SaaS solutions. For instance, we continued to develop our XV Platform for the Retail & Wholesale sector, leading to the launch of our first micro services. This means we can now provide our clients with optimum support in the field of unified commerce, with hybrid solutions across all channels: web, store and/or mobile. In the coming months, we will continue to enhance the XV platform, with a particular focus on more complex pricing & promotion actions, and open the platform to more ERP back-end systems in addition to SAP. This is how we will ready the platform for the future, while also setting a new standard in this field."
"Following a good first quarter, we saw the upward line continue across the board in the second quarter, despite seasonal influences. We are seeing a clear recovery in the willingness to invest in IT projects, which had an especially positive impact on our secondment and project business. The strong revenue growth in the second quarter was inhibited somewhat by the low number of workable days and the relatively large number of public holidays. The sharp increase in EBIT and the EBIT margin was in line with our projections. Oliver made a solid and better-thanexpected contribution to our results. This underlines the success of our growth strategy. We continue to work on the strengthening and growth of Ctac, with the returns that go hand in hand with that growth."
Revenue increased by € 9.8 million, or 23.2%, to € 52.1 million in the first half of 2021 (H1 2020: € 42.3 million, excluding Ctac France). We saw a clear recovery in the willingness to invest in IT projects. On the back of this recovery, secondment and projects recorded a strong rise in revenue, driven in part by the acquisition of Oliver (impact of € 3.1 million). Cloud Services recorded modest revenue growth, as more clients migrated from private cloud to public cloud environments.
License sales came in at € 1.0 million, around € 0.4 million higher than in 2020. The positive market sentiment for our sector-specific SaaS solutions remained just as strong as in the first quarter. In general terms, clients in a number of sectors, including the cooperative sector, are still cautious on investments in new software solutions.
| Revenue per service € mln |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Secondment and projects | 30.5 | 21.6 | +41.2% |
| Cloud services | 20.6 | 20.1 | +2.5% |
| License and hardware sales | 1.0 | 0.6 | +66.7% |
| Total | 52.1 | 42.3 | +23.2% |
| Staff and productivity FTE (unless otherwise state) |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Secondment and projects (30 June) | 205 | 165 | +24.2% |
| Productivity | 75.9% | 69.6% | +6.3% |
Year-end (30 June)
| Direct | 326 | 284 | +14.8% |
|---|---|---|---|
| Indirect | 104 | 98 | +6.1% |
| Total | 430 | 382 | +12.6% |
| Average | |||
| Direct | 322 | 287 | +12.2% |
| Indirect | 102 | 97 | +5.2% |
| Total | 424 | 384 | +10.4% |
The number of FTEs had risen by 14.8% on 30 June 2021, largely as a result of the acquisition of Oliver.
The average number of direct FTEs rose by 5.9%. Revenue per employee (on the basis of the average number of FTEs) increased by more than 10.2% to € 162,000 in the first six months of 2021 (H1 2020: € 147,000).
| Operating result and margin € mln (unless otherwise stated) |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| EBITDA | 5.7 | 3.9 | +46.2% |
| Margin | 10.9% | 9.2% | +1.7% |
| Depreciation and amortisation | 2.8 | 2.6 | +7.7% |
| EBIT | 2.9 | 1.3 | +123.1% |
| Margin | 5.6% | 3.1% | +2.5% |
EBITDA came in 46.2% higher at € 5.7 million (H1 2020: € 3.9 million). This increase was driven by the higher revenue, improved project results, the higher contribution from acquisitions and higher license sales.
EBIT rose by 123.1% to € 2.9 million, increasing the EBIT margin to 5.6%.
The EBIT includes around € 0.3 million in one-off expenses (2020: € 0.8 million). In 2021, these expenses included the amortisation of intangible fixed assets and consultancy costs in connection with the acquisition of Oliver. In 2020, these included consultancy costs in connection with two acquisitions and redundancy costs. Ctac's acquisition strategy has led to a clear increase in the impact of the amortisation of intangible fixed assets on earnings (EBIT).
Figures include inter-company transactions.
| The Netherlands € mln (unless otherwise stated) |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Revenue | 43.1 | 36.6 | +17.8% |
| EBIT | 1.9 | 1.5 | +26.7% |
| EBIT margin | 4.4% | 4.1% | +0.3% |
In the Netherlands, revenue was up by 17.8%, largely driven by the growth in revenue from both projects and secondment, together with the acquisition of Oliver. The workable days in the first half of 2021 were the same as in 2020.
Profitability also improved, while the amortisation of intangibles fixed assets as a result of the acquisition of goodwill as a result of the acquisition Oliver and Purple Square had a slightly negative impact.
| Belgium € mln (unless otherwise stated) |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Revenue | 11.6 | 7.3 | +58.9% |
| EBIT | 0.9 | -0.2 | +550.0% |
| EBIT margin | 7.6% | -2.7% | +10.5% |
In Belgium, revenue was up 58.9%, largely due to an increase in revenue from projects in the retail sector and growth in secondment. The workable days in the first half of 2021 were the same as in 2020.
Our Belgian business recorded a sharp rise in profitability, largely driven by improved project results.
| Net profit € mln (unless otherwise stated) |
H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Financial expenses (net) | 0.2 | 0.1 | +100.0% |
| Taxes | -0.7 | -0.2 | -250.0% |
| Net result | 1.9 | 0.7 | +171.4% |
| Earnings per share (in eurocents) | 0.13 | 0.05 | +160.0% |
The tax rate increased to 28.1% in the first half of 2021 (H1 2020: 17.8%), due in part to the liquidation loss for Alpha Distri B.V. in 2020, for which we had not previously recognised a deferred tax asset, and partly due to an increase in the tax rate for the innovation box in 2021.
The net result for the first half of 2021 rose to € 1.9 million (2020: € 0.6 million). This resulted in a sharp rise in the earnings per weighted average outstanding ordinary share to € 0.13 in 2021, from € 0.05 in 2020.
The total number of outstanding ordinary shares stood at 13,637,312 at end-June 2021, a rise of 0.6% or 82,109 shares. This increase was due to the fact that the dividend for the 2020 financial year was partly paid out in shares.
| € mln (unless otherwise stated) | H1 2021 | H1 2020 | Delta |
|---|---|---|---|
| Net cash flow | -5.4 | 7.2 | -175.0% |
| Net cash (at year-end) | 1.7 | 6.7 | -74.6% |
| Solvency (at year-end) | 35.9% | 34.9% | +1.0% |
Ctac recorded a negative net cash flow of € 5.4 million in the first half of 2021 (H1 2020: positive € 7.2 million). In the first half of 2021, Ctac paid for the acquisition of Oliver, paid out a part of the dividend for 2020 in cash and paid out bonuses. In addition, Ctac paid off all (tax) payments, including those permitted by the government last year in connection with Covid-19. The regular working capital management (receivables and payables management) did not include any exceptional items.
Ctac did not make use of its current credit facility and this stood at € 7.2 million at end-June 2021, as a result of which Ctac had headroom of € 12.3 million. In the period under review, this facility was committed for a period of three years. In 2021, Ctac paid off € 0.5 million in loans.
In the first half of 2021, Ctac's net cash position normalised vis-a-vis year-end 2020 and stood at € 1.7 million (end-June 2020: positive € 6.7 million). Solvency (shareholders' equity / balance sheet total) improved in the first half of 2021 and stood at 35.9% at end-June 2021 (year-end 2020: 34.9%).
Ctac's liquidity and capital position is good and gives the company a solid basis for continued growth.
Intangible fixed assets increased as a result of the acquisition of Oliver.
Trade and other receivables had increased by around € 4.9 million to € 21.8 million as per end-June 2021, largely as a result of the higher revenue, which also led to a higher receivables position and revenue still to be invoiced.
Trade and other payables stood at € 25.0 million at end-June 2021 (end-June 2020: € 23.4 million). This increase was partly due to the consolidation of Oliver.
Deferred tax liabilities increased in connection with the intangible fixed assets attached to the acquisition of Oliver.
Due to the ongoing Covid-19 pandemic, clients in a number of sectors are still cautious, which is putting pressure on the growth of our organisation, something that is also being impacted by the limited availability of IT talents. Barring unforeseen circumstances, Ctac expects to record higher revenue and EBIT in the second half of this year, when compared the same period in 2020. This will put us on track to achieve our revenue goal of € 100 million and the related EBIT margin target of 6%.
(amounts in € x 1,000)
| 30-06-2021 | 31-12-2020 | |
|---|---|---|
| ASSETS | ||
| FIXED ASSETS | ||
| Intangible fixed assets | 27,675 | 24,052 |
| Right of use assets | 10,966 | 10,607 |
| Tangible fixed assets | 868 | 921 |
| Deferred tax assets | 1,324 | 1,316 |
| Financial fixed assets | 251 | 251 |
| 41,084 | 37,147 | |
| CURRENT ASSETS | ||
| Trade receivables and other receivables | 21,738 | 16,821 |
| Cash and cash equivalents | 5,116 | 10,552 |
| 26,854 | 27,373 | |
| 67,938 | 64,520 | |
| LIABILITIES | ||
| Issued share capital | 3,273 | 3,253 |
| Share premium reserve | 11,526 | 11,546 |
| Other reserves | 6,796 | 4,658 |
| Result financial year | 1,765 | 3,032 |
| SHAREHOLDERS EQUITY | 23,360 | 22,489 |
| Minority interest | 1,025 | - |
| GROUP EQUITY | 24,385 | 22,489 |
| LONG TERM LIABILITIES | ||
| Long term bank liabilities | 2,475 | 2,925 |
| Lease obligations | 8,062 | 7,974 |
| Other long term liabilities | 1,512 | 1,921 |
| Deferred tax liabilities | 1,311 | 820 |
| 13,360 | 13,640 | |
| SHORT TERM LIABILITIES | ||
| Lease obligations | 3,074 | 2,770 |
| Short term bank liabilities | 900 | 900 |
| Provisions | 444 | 578 |
| Trade creditors and other liabilities | 24,986 | 23,351 |
| Taxes | 789 | 792 |
| 29,793 | 28,391 |
In case of any inconsistencies the Dutch version of this press release is leading. The information in this half year report is unaudited.
67,938 64,520
The intangible fixed assets increased as a result of the acquisition of Oliver.
Trade and other receivables increased by around € 4.9 million to € 21.8 million as per end-June 2021, primarily as a result of the higher revenue, which in turn led to a higher receivables position and a higher revenue still to be invoiced.
Trade and other payables stood at € 25.0 million at end-June 2021 (end-June 2020: € 23.4 million). This increase was partly due to the consolidation of Oliver.
Deferred tax liabilities increased in connection with the intangible fixed assets included in the acquisition of Oliver.
(amounts in € x 1,000)
| H1 2021 | H1 2020 | |
|---|---|---|
| Revenue from contracts with clients | 52,131 | 42,274 |
| EXPENSES | ||
| Cost of materials | 3,950 | 2,579 |
| Subcontractors | 12,946 | 11,456 |
| Personnel costs | 24,197 | 19,201 |
| Depreciation and amortisation | 2,840 | 2,565 |
| Other operating costs | 5,340 | 5,143 |
| Total operation expenses | 49,273 | 40,944 |
| Operating result (EBIT) | 2,858 | 1,330 |
| EBITDA | 5,698 | 3,895 |
| Financial income | - | 37 |
| Financial expenses | -229 | -179 |
| Total financial income and expenses | -229 | -142 |
| Result before taxes | 2,629 | 1,188 |
| Taxes | -740 | -212 |
| Net result from continued operations | 1,889 | 976 |
| Net result from discontinued operations | - | -315 |
| Net result | 1,889 | 661 |
| Attributable to shareholders Ctac N.V. | 1,765 | 661 |
| Attributable to minority interest | 124 | - |
(amounts in € x 1,000)
| H1 2021 | H1 2020 | |
|---|---|---|
| Net result H1 | 1,889 | 661 |
| Other total result, not settled through the result | - | - |
| Total result for the financial year | 1,889 | 661 |
| Attributable to shareholders Ctac N.V. | 1,765 | 661 |
| Attributable to minority interest | 124 | - |
| Total result for the financial year | 1,889 | 661 |
| From continued activities | 1,765 | 976 |
| From discontinued activities | - | -315 |
| Total result attributable to shareholders Ctac N.V. | 1,765 | 661 |
(amounts in € x 1.000)
| H1 2021 | H1 2020 | |
|---|---|---|
| Operating result | 2,859 | 973 |
| Provisions | -302 | -6 |
| Depreciation and valuation differences earn out | 2,840 | 2,566 |
| 5,397 | 3,533 | |
| Changes in working capital | ||
| Receivables | -4,056 | 624 |
| Short term debt | -40 | 5,163 |
| -4,096 | 5,787 | |
| Cash flow from operations | 1,301 | 9,320 |
| Interest paid | -190 | -175 |
| Incomed tax paid | -825 | -128 |
| Cash flow from operating activities | 286 | 9,017 |
| Acquisition of 51% Oliver | -2,350 | - |
| Acquisition of 70% Purple Square | - | -3,914 |
| Investments in intangible assets | -16 | 12 |
| Investments in tangible assets | -136 | -473 |
| Cash flow from investment activities | -2,502 | -4,375 |
| Long term debt | - | 4,500 |
| Repayment of long term debt | -450 | - |
| Lease payments | -1,856 | -1,802 |
| Settlement of share based payments | -168 | -107 |
| Dividend payments to shareholders | -746 | - |
| Cash flow from financing activities | -3,220 | 2,591 |
| Net cash flow | -5,436 | 7,233 |
| Net balance of cash and cash equivalents as per 1 January | 10,552 | 1,464 |
| Net balance of cash and cash equivalents as per 30 June | 5,116 | 8,697 |
| -5,436 | 7,233 | |
| Cash flow from operational activities discontinued operations | - | 68 |
| Cash flow from investment activities discontinued operations | - | - |
| Cash flow from financing activities discontinued operations | - | - |
In case of any inconsistencies the Dutch version of this press release is leading. The information in this half year report is unaudited.
The net cash flow came in at a negative € 5.4 million in the first half of 2021 (H1 2020: positive € 7.2 million, as a result of the payment for the acquisition of Oliver, the repayment of an acquisition loan, a dividend pay-out, bonus payments, plus Ctac made payments deferred in the first half of 2020 as a result of Covid-19 (including taxes). The regular working capital management (receivables and payables management) did not include any exceptional items.
| H1 2021 | H1 2020 | |
|---|---|---|
| Net result (in € x 1,000) | 1,889 | 661 |
| Net result from continued operations attributable to shareholders Ctac N.V. (in € x 1,000) |
1,765 | 661 |
| Net result from continued operations attributable to minority interest (in € x 1,000) |
124 | - |
| Net result from continued operations attributable to shareholders Ctac N.V. (in € x 1,000) |
1,765 | 976 |
| Net result from discontinued operations attributable shareholders Ctac N.V. (in € x 1,000) |
- | -315 |
| Number of shares | ||
| Number of ordinary shares outstanding (start-of-year) | 13,555,203 | 12,931,401 |
| Number of ordinary shares outstanding (year-end) | 13,637,312 | 12,931,401 |
| Weigthed average of shares outstanding | 13,568,888 | 12,931,401 |
| Net result from continued operations attributable to shareholders Ctac N.V. per weighted average share outstanding (in €) |
0.13 | 0.07 |
| Net result from discontinued operations attributable to shareholders Ctac N.V. per weighted average share outstanding (in €) |
- | -0.02 |
| Net result attributable to shareholders Ctac N.V. per weighted average share outstanding (in €) |
0.13 | 0.05 |
| Potential dilution of ordinary shares | 296,585 | 296,585 |
| Number of potential shares outstanding for diluted profit per share | 13,865,473 | 13,227,986 |
| Net result from continued operations attributable to shareholders Ctac N.V., per share after potential dilution (in €) |
0.13 | 0.07 |
| Net result from discontinued operations attributable to shareholders Ctac N.V., per share after potential dilution (in €) |
- | -0.02 |
| Net result attributable to shareholders Ctac N.V., per share after potential dilution (in €) |
0.13 | 0.05 |
(amounts in € x 1.000)
| H1 2021 | Issued capital |
Premium share |
Other reserves |
Undis tributed profit |
Attributable to shareholders Ctac N.V. |
Non controlling interests |
Group Equity |
|---|---|---|---|---|---|---|---|
| Balance as per 1 January 2021 | 3,253 | 11,546 | 4,658 | 3,032 | 22,489 | - | 22,489 |
| Net result H1 | - | - | - | 1,765 | 1,765 | 124 | 1,889 |
| Appropriation of the result in previous financial year |
- | - | 2,286 | -2,286 | - | - | - |
| Dividend | 20 | -20 | - | -746 | -746 | - | -746 |
| Minority interest | - | - | - | - | - | 921 | 921 |
| Paid to third parties | - | - | -148 | - | -148 | -20 | -168 |
| Balance as per 30 June 2021 | 3,273 | 11,526 | 7,696 | 1,765 | 23,360 | 1,025 | 24,385 |
| H1 2020 | Issued capital |
Premium share |
Other reserves |
Undis tributed profit |
Attributable to shareholders Ctac N.V. |
Non controlling interests |
Group Equity |
|---|---|---|---|---|---|---|---|
| Balance as per 1 January 2020 | 3,104 | 11,695 | 3,396 | 1,262 | 19,457 | - | 19,457 |
| Net result H1 | - | - | - | 661 | 661 | - | 661 |
| Appropriation of the result in previous financial year |
- | - | 1,262 | -1,262 | - | - | - |
| Balance as per 30 June 2020 | 3,104 | 11,695 | 4,658 | 661 | 20,118 | - | 20,118 |
The equity attributable to shareholders Ctac N.V. amounted to € 23,360 thousand at 30 June 2021. The movements in the first half of 2021 can be specified as follows:
The equity attributable to the minority interest amounted to € 1,025 thousand at 30 June 2021. The movements in the first half of 2021 can be specified as follows:
The segment information should be in line with the internal information the Board of Directors, as the chief operational decision maker, uses to evaluate the results, to assign resources and to take decisions. The Board of Directors manages Ctac on the basis of two geographical segment, namely 'the Netherlands' and 'Belgium', and an 'Other' segment consisting of Purple Square, Oliver and other activities, including the holding company.
The segment results can be specified as a follows:
(amounts in € x 1,000)
| H1 2021 | France (Terminated |
|||||
|---|---|---|---|---|---|---|
| The Netherlands | Belgium | Other | activities) | Elimination | Consolidated | |
| Revenue from client contracts | 38,658 | 11,608 | 6,233 | - | -4,367 | 52,132 |
| Operating result (EBIT) | 2,735 | 927 | -804 | - | - | 2,858 |
| Result before taxes | 2,679 | 927 | -977 | - | - | 2,629 |
| H1 2020 | France (Terminated |
|||||
|---|---|---|---|---|---|---|
| The Netherlands | Belgium | Other | activities) | Elimination | Consolidated | |
| Revenue from client contracts | 34,792 | 7,266 | 2,843 | 38 | -2,627 | 42,312 |
| Operating result (EBIT) | 1,771 | -187 | -254 | -357 | - | 973 |
| Result before taxes | 1,719 | -215 | -316 | -394 | - | 794 |
On 14 January 2021, Ctac acquired 51% of the shares in Oliver B.V. Oliver is a specialist in the fields of integration and software development. Oliver is based in 's Hertogenbosch (Den Bosch) and was founded in 2009. The Oliver team currently consists of around 40 employees. Oliver works according to the motto 'Redefining Simplicity' and is the market leader in the fields of integration, web & mobile solutions.
Ctac's strategy is focused on gaining leading positions in the following domains: IT modernisation, Connected Intelligence, Transformation & Change management, Security & Trust and Business Transformation. The acquisition of the majority stake in Oliver is a seamless fit with Ctac's business model and strategy.
Ctac entered this business combination with a view to the generation of certain synergy benefits with respect to the integration of the sales function. For instance, Ctac will be able to offer Oliver's products and services to its existing clients and Ctac's products to Oliver's existing clients. These process-related synergies of the business combination will create goodwill that arises from the business combination of Ctac and Oliver.
The details of the acquisition are as follows.
| Total | 2,907 |
|---|---|
| Put option obligations | 408 |
| Deferred conditional payment | 99 |
| Paid in cash | 2,400 |
| (amounts in € x 1,000) |
Ctac has agreed that if Oliver meets a set threshold amount with respect to the targeted operating result, Ctac will make an additional payment of € 200 thousand. The additional payment / conditional payment was valued at € 99 thousand at 30 June 2021.
The obligation with respect to the put option provided pertains to the purchase of 10% of the minority interest in Oliver, as agreed at the time of the acquisition in January 2020. The purchase price for the remaining obligation is a fixed amount, unless Oliver's operating result in 2021 is higher than the set amount. The calculated obligation has been recognised at cash value (discount rate of 1.1%). The obligation will be settled as follows:
• The purchase of 10%, to be paid in cash before 31 March 2022.
The costs related to the acquisition, such as legal costs and the costs of due diligence, have been recognised in the other operating costs in 2020 and 2021.
| Fair value | ||||||
|---|---|---|---|---|---|---|
| (amounts in € x 1.000) | Carrying value | adjustments | Fair value | |||
| Intangible fixed assets client relations | - | 1,386 | 1,386 | |||
| Intangible fixed assets brandname | - | 457 | 457 | |||
| Intangible fixed assets Technology | 80 | 360 | 440 | |||
| Tangible fixed assets | 55 | - | 55 | |||
| User rights lease cars | 459 | - | 459 | |||
| Cash and cash equivalents | 50 | - | 50 | |||
| Other current assets | 861 | - | 861 | |||
| Short term liabilities (excluding lease obligations) | -886 | - | -886 | |||
| Lease obligations | -467 | - | -467 | |||
| Deferred tax liabilities | 6 | -571 | -565 | |||
| Total received net assets | 158 | 1,632 | 1,790 | |||
The other current assets include € 0.8 million in receivables and amounts still to be invoiced. Ctac has not recognised any credit losses.
Oliver's client relations and brand name have been valued as part of the Purchase Price Allocation as follows:
Due to the fact that these depreciation costs are not defined as expenses in fiscal terms, Ctac has formed a deferred tax asset of 25.0% of the total of the intangible fixed assets related to client relations, brand name and technology. In the first half of 2021, the total depreciation costs amounted to € 97.5 thousand after tax.
The value was determined on the basis of the income approach, in which the fair value is determined on the basis of future cash flows attributed to the intangible fixed assets, based on a life of nine to eleven years for client relations, ten years for the brand name and seven years for the technology.
The cash flows were converted into cash using a discount rate, in which the risk of the cashflows was discounted.
The goodwill ensuing from the acquisition was determined as follows.
| (amounts in € x 1,000) | |
|---|---|
| Total purchase price 61% | 2,907 |
| Minority interest 39% | 921 |
| Minus: net received assets and liabilities | -1,790 |
| Goodwill | 2,038 |
The goodwill is largely attributable to the qualified consultants and the expected revenue growth as a result of synergies.
The minority interest has been valued at 39% of the identified assets and liabilities, excluding the deferred tax asset.
Revenue was € 3.1 million in the first half of the 2021 financial year, while the operating result was € 421 thousand and the net result was € 319 thousand.
Ctac legally completed the termination of its French operation in the first half of 2021.
Ctac N.V. is a public limited company, established and with offices in the Netherlands, with its head offices and statutory seat at Meerendonkweg 11, 5216 TZ in 's-Hertogenbosch (the Netherlands). This consolidated interim report covers the company and all its subsidiaries (together referred to as Ctac).
The group financial year is the same as the calendar year. The consolidated interim results for the first six months ending 30 June 2021 were approved for publication by both the Board of Directors and the Supervisory Board on 29 July 2021.
This consolidated interim report for the first six months of the year ending 30 June 2020 was prepared in line with IAS 34 "Interim financial reporting" and does not include all the information and explanatory notes required for drawing up full-year financial statements. The consolidated interim report should be viewed in conjunction with the consolidated financial statements for 2020, which were drawn up in accordance with IFRS as accepted within the European Union.
For an explanation of the accounting policies for the valuation, the measurement of the result and the statement of cash flows, see the consolidated financial statements for 2020. The consolidated financial statements for 2020 were prepared in accordance with the International Financial Reporting Standards (IFRS) and the interpretations of same as determined by the International Accounting Standards Board (IASB), as accepted for use in the European Union and the legal provision of Title 9 Book 2 of the Dutch Civil Code
The same accounting policies were used for the interim results, with the exception of any new accounting policies, amendments to accounting policies and interpretations, which have been recognised and found relevant for Ctac. The valuation principles have been applied consistently by all subsidiaries for all periods, as presented in these consolidated financial statements.
The preparation of the consolidated interim financial statements in accordance with IFRS regulations requires the management to make judgements, estimates and assumptions, which may influence the application of the guidelines and the valuations for assets, liabilities, income and expenses. The estimates and assumptions made are based on historical experience and various other factors that are considered realistic in the given circumstances. The estimates and assumptions made served as a basis for the assessment of value of the recognised assets and liabilities. However, actual results and circumstances may differ from these estimates and assumptions.
For an overview of the main estimates and assumptions, see the section 'key estimates and assumptions' in the consolidated financial statements for 2020. In the first half of 2021, there were no significant changes in the estimates explained in these financial statements.
Ctac conducts an impairment test once a year. At this point in time, the results realised in the first half and the expectations for the development of results in the second half year do not give cause to presume an impairment trigger.
Ctac described the most relevant risk and any mitigating measures in its 2020 annual report. Ctac makes a distinction between strategic, financial and operational risks and control measures. Ctac has evaluated the identified risks and determined that said identified risks are still applicable.
See the press release for a specification and explanation of the revenue from contracts.
Liquidity management is centralised at Ctac. To this end, in the Netherlands Ctac makes use of a centrally managed credit facility with ABN AMRO Bank, in which context Ctac and ABN AMRO agreed a fully committed credit facility in the total amount of € 6.3 million in April 2021. The term of the credit facility is three years.
The covenant in the credit facility consists of a senior net debt/EBITDA ratio. Said ratio has been set at a maximum of 2.0. Senior debt is understood to include all interest-bearing bank borrowings, less cash and cash equivalents immediately payable on demand. EBITDA is earnings before the depreciation of tangible and intangible assets, interest and other financing income and expenses, the results from participating interests and taxes. Ctac is in compliance with this ratio.
In Belgium, Ctac makes use of a credit facility with ING Bank amounting to € 0.9 million. Ctac has pledged receivables, business equipment, IP rights and shares as collateral for this facility. The bank can lower or terminate this facility at any time.
With respect to its short-term, interest-bearing bank borrowings, i.e. the credit facility, Ctac pays a variable basic interest rate. This interest consists of a one-month average Euribor, plus a Euribor market supplement and a fixed supplement. In the credit agreement amended in April 2021, this fixed supplement was set at 2.70%. The bank has the option of changing the supplement each quarter. No such change has been made.
Parties related to Ctac include the group companies, the members of the Supervisory Board, the members of the Board of Directors and any major shareholders. The main transactions with related parties are the remuneration of the Board of Directors and the remuneration of the Supervisory Board. The remuneration of the Board of Directors is based on the remuneration policy. The members of the Supervisory Board receive a fixed annual remuneration.
Ctac's revenue and results are subject to a limited degree of seasonal influences. These seasonal influences pertain primarily to the lower number of working days in the first half of the year compared with the second half. As a result, Ctac's project and secondment-related revenue is generally higher in the second half of the year than in the first half.
As at 30 June 2021, the nature and scope of Ctac's off-balance sheet liabilities did not differ materially from those stated in the consolidated financial statements for the 2020 financial year.
After 30 June 2021, there were no events that could have a material impact on the consolidated interim financial statements.
In accordance with Section 5:25d (2) (c) of the Dutch Financial Supervision Act, the Board of Directors declares that that to the best of their knowledge:
's-Hertogenbosch, 30 July 2021
Henny Hilgerdenaar – CEO Pieter-Paul Saasen – CFO
This press release contains statements that provide forecasts of future results for Ctac N.V. and expresses certain intentions, objectives and ambitions on the basis of current insights. Such forecasts are, of course, not free of risks and, in view of the fact that there is no certainty about future circumstances, there is a certain degree of uncertainty. There is a multitude of factors that may underlie the fact that the actual results and forecasts may differ from those described in this document. Such factors may include: general economic and technical developments, scarcity in the labour market, the pace of internationalisation of the market for IT solutions and consulting activities as well as future acquisitions and/or divestments.
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