Implement Consulting Group P/S

Transcription

1 CVR-nummer Annual Report 2013/14 Approved at the company s ordinary general meeting on 13 November 2014 Mads Bjerre chairman Aaen & Co. statsautoriserede revisorer p/s CVR nummer Kongevejen Elsinore - Telefon Telefax

2 Contents Company Information 1 Management s Review 2 Managements Statement on the Annual Report 4 Independent Auditors Report 5 Accounting Policies 6 Implement Consulting Group P/S Income Statement 10 Balance Sheet 11 Notes 13 Consolidated Financial Statements Consolidated Income Statement 18 Consolidated Balance Sheet 19 Consolidated I Cash Flow Statement 21 Consolidated Notes 22

3 Company Information The company Implement Consulting Group P/S Strandvejen Hellerup General partner Implement Komplementar A/S Strandvejen Hellerup CVR-nr Board of Directors Stig Skov Albertsen, chairman Lars Saur Feldstedt Tor Nonnegaard-Pedersen Henriette Divert-Hendricks Executive Board Niels Olaf Ahrengot Auditors Aaen & Co. statsautoriserede revisorer p/s Kongevejen Elsinore Financial year 1 July 30 June 1

4 Management s Review Key activity The purpose of the Company and the Group is to carry out management consulting activities. The purpose of the Company is either met directly or through shareholding of other companies. Development in the year The Management is satisfied with the result for the fiscal year and considers it in accordance with the expectations for the year. Net Sales has increased by 19% from T.DKK to T.DKK Profit for the year went up from T.DKK to T.DKK , an increase of 12%. EBIT for the year is T.DKK equal to 16% of Net Sales. Implement Consulting Group continues to have a growth strategy in 2014/15, and the Management expects Net Sales and earnings to grow in the coming fiscal year. Description of the company's knowledge resources The most valuable assets in Implement Consulting Group are the employees. Management continues to focus on initiatives that attract and retain the most competent consultants within our fields of expertise. Description of the specific risks The Management does not consider Implement Consulting Group to be predisposed to any unusual risk. Description of the impact on the external environment The activities of Implement Consulting Group do not in any material way have a negative effect on the environment. Where the activates do have an effect, the Management continues to explore ways to reduce the effect. Corporate social responsibility Since 2008, Implement Consulting Group has had a CSR strategy focusing on sustainable development (climate and environment), good management practice and support in changing the world a little to the better. Implement Consulting Group collaborates with a range of non-governmental organisations and volunteer organisations and each year selects a handful of organisations in which our consultants share their knowledge and skills in support of specific projects. 2

5 Management s Review Corporate social responsibility, continued Implement Consulting Group believes that the best way to contribute to making the world a little better is through actively supporting the work of specific organisations, making our knowledge, abilities and consulting skills available to them. The CSR strategy therefore builds on two types of activities: 1) Support to large-scale selected projects through financial support and management consulting free of charge, focusing in particular on building a culture of social innovation and accountability. 2) Individual consultants can dedicate up to three days of work annually to CSR projects at their own discretion. Projects are selected based on a set of criteria including the expected impact and Implement Consulting Group s ability to make a difference through our consulting skills rather than simply funding activities. We also look into whether the project relates to the global development agenda. Over the years, Implement Consulting Group has supported a range of different projects. More recent ones include support to the project manager program at Nørrebro Projekt Akademi, helping the development of a strategy for the Danida supported project World s Best News, partnering with DONG on sustainable energy consumption (Climate Partnership), supporting UN/FAO policy processes to develop food security programmes in Bangladesh, supporting DanChurchAid (Folkekirkens Nødhjælp) in developing lean reporting and mentoring immigrants through Forening af Nydanskere. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 3

6 Management s Statement on the Annual Report The Executive and Supervisory Boards have today presented the Annual Report of Implement Consulting Group P/S for 2013/14. The Annual Report was prepared in accordance with the Danish Financial Statements Act. In our opinion the financial statements give a true and fair view of the assets, liabilities and financial position at 30 June 2014 and of the results of its operations for the financial year 1 July June In our opinion the management s review includes a fair review about the matters the review deals with. The annual report is presented at the General Meeting for approval. Hellerup / 2014 Executive Board Niels Olaf Ahrengot Board of Directors Stig Skov Albertsen formand Tor Nonnegaard-Pedersen Lars Saur Feldstedt Henriette Divert-Hendricks 4

7 Independent Auditor s Report To the Shareholders of Implement Consulting Group P/S: Statement on the annual report We have audited the financial statements of Implement Consulting Group P/S for the financial year 1 July June 2014, which comprise summary of significant accounting policies, income statement, balance sheet and notes. The financial statements are prepared in accordance with the Danish Financial Statements Act. Management s responsibility for the financial statements The Management is responsible for the preparation of financial statements that give a true and fair view in accordance with the Danish Financial Statements Act and for such internal control as the Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor s responsibility Our responsibility is to express an opinion on the financial statements. We conducted our audit in accordance with International Standards on Auditing and additional Danish Audit regulation. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit involves performing procedures to obtain audit evidence about the amounts in the financial statements. The procedures selected depend on the auditors assessment of the risks of material misstatements of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation of financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness accounting policies used and the reasonableness of the accounting estimates made by the Board of of the entity's internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the management, as well as the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit has not resulted in any qualification. Opinion In our opinion, the financial statements give a true and fair view of the company's financial position at 30 June 2014 and of the results of its operations for the financial year 1 July June 2014 in accordance with the Danish Financial Statements Act. Statement on the management s review Pursuant to the Danish Financial Statements Act, we have read the Management s review. We have not performed any further procedures in addition to the audit of the financial statements. On this basis, it is our opinion that the information provided in the Management s review is consistent with the financial statements. Elsinore / 2014 Aaen & Co. statsautoriserede revisorer p/s Kongevejen 3, 3000 Elsinore Jesper Fenger Smidt State Authorised Public Accountant Søren Appelrod State Authorised Public Accountant 5

8 Accounting Policies Basis of accounting The Annual Report of Implement Consulting Group P/S for 2013/14 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class C, large company. The accounting policies applied are unchanged compared to the previous year. Information on consolidation The Consolidated Financial Statements include the Parent Company Implement Consulting Group P/S and enterprises in which the Parent Company directly or indirectly holds more than 50% of the voting rights or in any other way exercises control. Enterprises in which the Parent Company directly or indirectly holds between 20% - 50% of the voting rights or in any other way exercises significant influence are considered associates. Enterprises which the Company manages together with other enterprises are consolidated on a pro rata basis in the Consolidated Financial Statements under the same methods as those applied in the consolidation of group enterprises. Associates are recognised in the Consolidated Financial Statements at their net asset value. The financial statements of group enterprises are prepared under the same accounting policies as those applied by the Parent Company. The Consolidated Financial Statements are prepared by combining the financial statements of the Parent Company and group enterprises by adding together uniform items. Intercompany income, expenses, losses, gains and balances are eliminated. Investments in group enterprises are eliminated by the proportionate share of the carrying amount of the group enterprises. New and sold group enterprises are recognised in the consolidated income statement for the holding period. Comparatives are not restated in respect of sold or new enterprises. The purchase method is applied when new enterprises are acquired. Cost is stated at the cash consideration and/or market value of the treasury shares rendered as payment added directly attributable costs. Contingent payments are recognised at the amount expected paid. Identifiable assets and liabilities of acquired enterprises are recognised at fair value at the date of acquisition. Any remaining difference between cost and the Group s share of the net value of the identifiable assets and liabilities is goodwill or negative goodwill. Provisions for restructuring related to the acquired enterprise are included in the calculation where such restructuring has already been decided and announced at the acquisition date. Minority Interests Minority interests share of profit or loss and equity of the consolidated entity are recognized as separate items in the consolidated financial statements. 6

9 Accounting Policies Recognition and measurement Revenues are recognised in the income statement as earned, which includes recognition of value adjustments of financial assets and liabilities. Furthermore, all expenses incurred, including depreciation, amortisation and impairment losses, are recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any deductions and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period. Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. Income Statement Segment information The Company does not manage its activities broken down on business segments and, consequently, does not report any segment information. Revenue Revenue from the sale of goods for resale and finished goods is recognised in the income statement provided that delivery and transfer of risk have been made to the purchaser by year end. Revenue is recognised exclusive of VAT and net of discounts relating to sales. Other operating income and expenses Other operating income and expenses include items of a secondary nature to the Company s activities. Other external expenses Other operating expenses include expenses related to distribution, sales, marketing, administration, premises, bad debts etc. 7

10 Accounting Policies Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts relating to the financial year. Financial income and expenses comprise interest income and expenses, realised and unrealised exchange gains and losses concerning debt and transactions in foreign currencies. Dividends from investments are recognized in the period in which they are declared. Corporation tax Partnerselskabet er ikke et selvstændigt skattesubjekt, idet skatten påhviler de enkelte partnere. Der er derfor ikke beregnes skat af selskabets skattepligtige indkomst. I koncernregnskab indregnes årets skat for aktieselskaber og anpartsselskaber, Balancen Sheet Intangible fixed assets Acquired licenses are measured at cost less accumulated depreciation. Goodwill is amortized over the estimated useful life, which is estimated at maximum 20 years. Tangible assets Other fixtures and equipment are measured at cost less accumulated depreciation. The basis of depreciation is cost less estimated residual value at the end of useful life. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is ready for use. Straight-line depreciation is based on the following evaluation of the estimated useful lives: Leasehold improvements 5 year Other fixtures and equipment 5-10 year Gains or losses on disposal of property, plant and equipment is determined as the difference between the selling price less selling costs and the carrying amount at the time of sale. Gains or losses recognized in the income statement under depreciation. Financial assets Deposits are measures at amortized cost. Fixed asset investments are measured at cost and are composed of deposits. Where there is any indication of impairment, an assessment is made and any impairment made accordingly. Investments in group enterprises are measured under the equity method. Income from group enterprises is recognised in the income statement. The item Investments in group enterprises in the balance sheet includes the proportionate share of the net asset value of subsidiaries calculated under the accounting policies of the Parent Company. 8

11 Accounting Policies Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. The value is reduced by provisions for bad debts. Prepayments Prepayments recognised under assets comprise incurred costs relating to subsequent financial years. Dividend Dividend which is expected paid for the year is shown as a separate item under equity. Proposed dividend is recognised as a liability at the time of adoption at the Annual General Meeting. Debt Other debt is measured at amortised cost corresponding to nominal value. Consolidation Principle The Consolidated Financial Statements are prepared based on the financial statements of the Parent Company and the subsidiary including its subsidiaries by combining items of a uniform nature and eliminating intercompany transactions and balances. Cash flow statement The cash flow statement shows the Company s cash flows for the year broken down by operating, investing and financing activities as well as how these cash flows have affected the cash and cash equivalents for the year. Cash flow from operating activities are presented indirectly and are calculated as the net profit/loss for the year of the Company adjusted for non-cash operating items such as depreciation, amortisation and impairment losses, provisions as well as changes in working capital, interest received and paid, payments concerning extraordinary items and corporation tax paid. Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, tangible and financial assets. Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payment of dividend to the shareholders. Cash comprises "Cash at bank and in hand" and "Other current asset investments". "Other current asset investments" consist of short-term securities with an insignificant risk of value changes that can readily be turned into cash. 9

12 Profit and loss account 1 July June 2014 Note 2013/ /13 Net Sales Other external costs Other Resultat operating før skat income Gross profit Salaries Depreciations Resultat før skat Profit from operations Result from investments in affiliated companies Financial income Financial expenses Profit for the year Distribution of profit: Dividend for the year Retained earnings Profit for the year distributed

13 Balance sheet 30 June 2014 Assets Note Goodwill Intangible fixed assets Fixtures and fittings Tangible fixed assets Investments in affiliated companies Deposits Financial assets Fixed assets Receivables from sales and services Receivables from group enterprises Other receivables Accrued assets Receivables Cash at bank and in hand Current assets Total assets

14 Balance Sheet 30 June 2014 Liabilities Note Share capital Share premium Retained earnings Dividend Equity Employee bonds Long-term debt Current portion of long-term debt Suppliers of goods and services Prepayments from customers Other debt Short-term debt Total debt Total liabilities Contingent liabilities 10 Related parties and ownership 12

15 Notes to the annual accounts 2013/ /13 1 Salaries Wages and salaries Pensions Other social securities Average number of employees Remuneration to the Board of Directors and are not disclosed with reference to the Financial Statements Act 98B paragraph. 3, No. 2). 2 Financial income Financial income from investmens in affiliated companies Other interest income Financial expenses Other financial expenses

16 Notes to the annual accounts 4 In- and tangible fixed assets Goodwill Fixtures and Fittings Cost at 1 July Additions Disposals Cost at 30 June Depreciations at 1 July Depreciations of the year Reversal of depreciation on disposals Depreciations at 30 June Net book value at 30 June Investments in affiliated companies Other receivables, deposits 5 Financial assets Cost at 1 July Additions Disposals Cost at 30 June Valueadjustment at 1 July Profit for the year 0 Adjustment 0 Dividend 0 Valueadjustment at 30 June Net book value at 30 June

17 Notes to the annual accounts Investments in affiliated companies (continue) Investments in affiliated companies are specified as follows: Implement Datterholding ApS 100% 100% Implement Consulting Group Oslo AS 100% 100% Implement Consulting Group Bergen AS 70% 70% Implement Consulting Group Sweden AB 85% 0% 6 Accruals assets Accruals assets consist of prepayments, accrual work etc. 7 Equity Premium Retained earnings Dividend Equity 1 July 2013 Capital increase Paid dividend Profit for the year Equity 30 June The equity are specified as follows between partner shareholders and the general partner. Limited partners shares Share capital Premium Retained earnings Dividend Equity 1 July Capital increase Paid dividend Profit for the year Equity 30 June

18 Notes to the annual accounts 7 Equity (continue) General Partner's share Share capital Premium Retained earnings Dividend Equity 1 July Capital increase Paid dividend Profit for the year Equity 30 June Development in equity are specified as follows: Share capital Contributed capital The share capital consists of partner shares of DKK 1. Implement Consulting Group P/S Group holds nominal 19,091 (1.247%) own partnership shares. Implement Consulting Group P/S Group has acquired partnership shares of a nominal amount of 107,810 (7.039%) during the year at DKK 13,944k and has sold partnership shares of a nominal amount of (8.423%) at DKK k. The purpose of the acquisition is to ensure smooth succession between the retiring and the joining partners. 8 Long-term debt Installments after 5 years 0 0 Installments 1-5 years Installments before 1 year

19 Notes to the annual accounts 9 Contingent liabilities The Company has entered into a lease. The lease cannot be terminated until 30 June 2017 with vacation on 31 December During the notice period the rent amounts to DKK 15.4 million. 10 Related parties and ownership Controlling interest None Other related parties Name Type Ownership Implement Datterholding ApS, Denmark. Subsidiary 100% Implement Fællesholding ApS, Denmark. Subsidiary 100% ICG A2 A/S, Denmark. Subsidiary 100% ICG B3 A/S, Denmark. Subsidiary 100% ICG C4 A/S, Denmark. Subsidiary 100% Implement Consulting Group AS, Oslo, Norway Subsidiary 100% Implement Consulting Group Bergen AS, Norway Subsidiary 70% / 100% Implement Consulting Group Norway AS, Norway Subsidiary 70% Implement Consulting Group LEAD AS, Norway Subsidiary 51% / 36% Implement Consulting Group AS, Norway Subsidiary 100% / 70% Implement Consulting Group Insight AS, Norway Subsidiary 100% / 70% Implement Consulting Group Sweden AB, Sweden Subsidiary 100% Implement Consulting Group Malmø AB, Sweden Subsidiary 70% Implement MP AB, Sweden Subsidiary 50% Implement Consulting Group Oy, Finland Subsidiary 50% / 100% Ownership The Company s partnership shares are held by the partners of Implement Consulting Group P/S and the General Partner s contributed capital by Implement Komplementaren A/S. This company is owned by both partners and employees. The following shareholders are recorded in the Company's register of shareholders as holding at least 5% of the capital: Niels Ahrengot Stig Albertsen 17

20 koncern Consolidated profit and loss account 1 July June 2014 Note 2013/ /13 Net Sales Other external costs Resultat før skat Gross profit Salaries Depreciations Resultat før skat Profit from operations Financial income Financial expenses Profit before tax Corporation tax Profit for the year Minority interests result share Profit for the year after Minority interests' shares Distribution of profit: Dividend for the year Retained earnings Profit for the year distributed

21 Koncern Consolidated Balance sheet 30 June 2014 Assets Note Goodwill Intangible fixed assets Fixtures and fittings Tangible fixed assets Investments in associated companies Other securities and investments Other long-term receivables Financial assets Fixed assets Receivables from sales and services Work in progress Other receivables Accruals assets Deferred tax asset Receivables Cash at bank and in hand Current assets Total assets

22 Koncern Consolidated Balance sheet 30 June 2014 Liabilities Note Share capital Share premium Retained earnings Dividend Equity Minority Interests Total Minority Interests Employee bonds Long-term debt Short-term part of long-term debt Suppliers of goods and services Prepayments from customers Corporation tax Other debt Short-term debt Total debt Total liabilities Contingent liabilities 10 Remuneration of Auditor 11 Consolidated companies 20

23 Koncern Consolidated Cash flow statement Note (t.kr.) (t.kr.) Profit for the year Change in receivables Change in short-term liabilities Depreciation Tax on the taxable income for the period Cash flows from operating activities Taxes paid Cash flows from operating activities Change in intangible fixed assets Change in tangible fixed assets Change in financial assets Cash flows from investment activities Dividend paid Change in debt from associated companies Other cash flows regarding financing activities Cash capital Cash flows from financing activities Change for the year in cash at bank and in hand Cash at bank and in hand, beginning Cash at bank and in hand, end

24 Koncern Notes to the consolidated accounts 2013/ /13 1 Salaries Wages and salaries Pensions Other social securities Average number of employees Remuneration to the Board of Directors and are not disclosed with reference to the Financial Statements Act 98B paragraph. 3, No. 2). 2 Corporation tax Tax on the taxable income for the period Increase in provision for deferred tax Tax relating to previous years Corporation tax only consists of tax in group public limited companies and private limited companies. The Parent Company is a limited partnership company and, consequently, the individual partners of the partnership are liable for the tax. 3 In- and tangible fixed assets Goodwill Fixtures and Fittings Cost at 1 July Additions Disposals Cost at 30 June Depreciations at 1 July Regulation in early acquisitions 0 0 Depreciations of the year Reversal of depreciation on disposals Depreciations at 30 June Net book value at 30 June

25 Koncern Notes to the consolidated accounts 4 Financial assets Deposits Investments in affiliated companies Other investments Cost at 1 July Additions Disposals Cost at 30 June Accruals assets Accruals assets consist of prepayments, accrual work etc. 6 Equity Premium Retained earnings Dividend Equity 1 July Capital increase Paid dividend Profit for the year Equity 30 June The equity are specified as follows between partner shareholders and the general partner. Limited partners shares Share capital Premium Retained earnings Dividend Equity 1 July Capital increase Paid Dividend Profit for the year Equity 30 June

26 Koncern Notes to the consolidated accounts 6 Equity (continue) General partner share Indskudskapital kapital Premium Retained earnings Dividend Equity 1 July Capital increase Paid dividend Profit for the year Equity 30 June Development in equity are specified as follows: Share capital Contributed capital Implement Consulting Group P/S Group holds nominal 19,091 (1.247%) own partnership shares. Implement Consulting Group P/S Group has acquired partnership shares of a nominal amount of 107,810 (7.039%) during the year at DKK 13,944k and has sold partnership shares of a nominal amount of (8.423%) at DKK k. The purpose of the acquisition is to ensure smooth succession between the retiring and the joining partners. 7 Minority Interests Balance at 1 July Share of profit of the year Share of movement in equity Minority Interests 30 June

27 Koncern Notes to the consolidated accounts Long-term debt Installments after 5 years 0 0 Installments 1-5 years Installments before 1 year Contingent liabilities The Company has entered into a lease. The lease cannot be terminated until 30 June 2017 with vacation on 31 December During the notice period the rent amounts to DKK 15.4 million. 10 Remuneration of Auditor Statutory audit of financial statements Other services

28 Koncern Notes to the consolidated accounts 11 Consolidated companies The following companies are included in the consolidated financial statements for Implement Consulting Group P/S: Name and registered office Ownership Implement Datterholding ApS, Hellerup, Denmark. 100% Implement Fællesholding ApS, Hellerup, Denmark. 100% ICG A2 A/S, Hellerup, Denmark. 100% ICG B3 A/S, Hellerup, Denmark. 100% ICG C4 A/S, Hellerup, Denmark. 100% Implement Consulting Group AS, Oslo, Norway 100% Implement Consulting Group Bergen AS, Norway 70% / 100% Implement Consulting Group Norway AS, Norway 70% Implement Consulting Group LEAD AS, Norway 51% / 36% Implement Consulting Group AS, Norway 100% / 70% Implement Consulting Group Insight AS, Norway 100% / 70% Implement Consulting Group Sweden AB, Stockholm, Sweden 100% Implement Consulting Group Malmø AB, Malmø, Sweden 70% Implement Consulting Group Oy, Finland 50% / 100% Implement MP AB, Sweden 50% 26