Jaarverslag 2011 Goudappel Groep - engels

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Goudappel Group Experts in mobility

Annual Rep o r t 2 0 1 1


Organisation Chart

Stichting Goudappel Coffeng Beheer

MINT NV (<50%)

Tiem BV

2

Stichting Administratiekantoor Goudappel Coffeng

Goudappel Groep BV

Goudappel Coffeng BV

GC Belang BV

Omnitrans International BV

MAPtm BV (60%)

Goudappel Group - Annual Report 2011

Beheersmaatschappij Goudappel Coffeng


Report of the Supervisory Board

‘Experts in mobility' have to keep moving too. And 2011 did indeed prove to be an eventful year for the Goudappel Group. Rapidly changing conditions, revenue and fee pressures, the growing need for sustainable innovation, and severe cuts in government spending were reasons enough to also keep evolving as a company. That included a periodic review of the Group’s governance structure and adjusting it to reflect new insights and the changing environment. On 1 March 2011, Pieter Hofstra was appointed as a third member of the Group’s Supervisory Board. The addition of a mobility expert had been on our wish list for some time. During the year, at the request of the Management Board, we put forward our ideas on a new governance structure. Over a short period of time, we held talks with many of the company’s employees. In August 2011, partly on the basis of their comments, we issued recommendations for changes to the company’s governance structure. To promote a smooth transition, one of our members took over the company’s leadership for several months. The Supervisory Board is pleased to say that this paved the way for a fairly quick transition to a new Management Board in the autumn of 2011. Retired Management Board members Peter van der Mede and Tonny Bosch deserve a great of deal respect for the manner in which they led the Goudappel Group all these years, and certainly for the way in which they enabled the process of change to take place. Jos van Kleef was appointed Chief Executive Officer in October 2011. At the same time, Jaap Benschop was appointed Chief Operational Officer. We are fully confident that the Management Board will be able to keep the company on course in the coming years. A word of thanks also goes out to the Works Council and shareholders of the Goudappel Group, who played a key part in the change process and never for a moment lost sight of the need to act swiftly. During the period under review, we held more meetings with the Management Board than we usually do. Supervisory Board members also regularly consulted each other and the Management Board outside these meetings on issues that might affect the company and its staff. The financial statements for 2011 were prepared by the Management Board and audited by PricewaterhouseCoopers accountants, who have issued an unqualified auditors’ report. Both documents are included in this Annual Report. Difficult market conditions and restructuring costs led to a loss of EUR 51,000 in 2011. The loss will be charged to equity. The Group’s solvency remains at an acceptable level. Due to the loss and decline in revenue, we proposed that no dividend be distributed for the 2011 financial year. That proposal has been approved by the shareholders.

Goudappel Group - Annual Report 2011

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We would like to thank all staff and the Management Board for their efforts and dedication in 2011. Together, we are facing the enormous challenge of maintaining the Group’s strong position in what continue to be difficult times. Because the experts in mobility have shown that they too can keep moving, we have every confidence that they will succeed in doing so.

The Supervisory Board Peter Prein (Chairman) Toon van Asseldonk Pieter Hofstra

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Goudappel Group - Annual Report 2011


Contents

Report of the Supervisory Board

3

Report of the Management Board

7

Introduction

7

Newly appointed Management Board

7

Finance

8

Return

8

Revenue and billable time

9

Operating profit

9

Added value

9

Funding structure

10

Depositary receipts for shares

11

Key figures for the Goudappel Group

Staff

12

12

Workforce

12

Consultants’ education level

13

Health

13

Goudappel Coffeng

13

Omnitrans International

16

Tiem

16

MINT

17

MAPtm

18

VOF SpitsScoren

18

VOF Spitsvrij

19

Innovation

20

Innovation generates business Product development

Corporate social responsibility

20 20

22

Mobility

22

Energy consumption at our offices

22

Iganga Foundation

23

Condensed financial statements 2011

25

Consolidated balance sheet at 31 December 2011

26

Consolidated income statement for 2011

28

Consolidated cash flow statement for 2011

29

Independent auditors’ report

Goudappel Group - Annual Report 2011

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5


About this publication

Reference: XXA00100-088/Blk/0512 Design & layout: Karmijn Beijlen

Š Goudappel Group Nothing from this report may be reproduced without a source reference. No rights can be asserted on the basis of this report. The owners of any photographic material should contact the publisher.

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Goudappel Group - Annual Report 2011


Report of the Management Board

Introduction Goudappel Group ended 2011 with a post-tax loss of EUR 51,000, a significant decline not only compared to 2010 but also relative to the budget. The underlying cause was a reduction in work volumes available on the market, boosting price competition. This, in turn, led to an increase in quotation costs and put pressure on projects. Like other companies, the Goudappel Group was unable to buck the overall market trend. These are extremely uncertain times for Europe. The Netherlands did not feel the effects of the economic downturn that started a few years ago until 2011. At the end of 2011, the country slid into another recession. National and international debt levels are gigantic and hold the future hostage. These debts will have to be repaid. Deleveraging by the government, businesses and households is set to reduce disposable income. The Dutch government is implementing 20 billion euros worth of spending cuts. These cuts are starting to trickle down, particularly at the regional and local level. All these developments have had an impact on the Group’s performance. In the past year, we saw our financial parameters decline: • less billable time; • more write-downs; • a shrinking order portfolio. In addition to declining parameters and the need to work more efficiently, we also saw several shifts: • from studies to more hands-on work; • from general services to more specialist projects; • from a nationwide focus to more projects in the Randstad conurbation; • from paying for advice to new business models. In other words, we find ourselves in the middle of a transformation from the old world to a new one.

Newly appointed Management Board In mid-2011, the Management Board comprising Peter van der Mede, Jaap Benschop and Tonny Bosch stepped down after more than 10 years at the helm. The Supervisory Board performed a comprehensive review of the preferred structure and composition of a new management team. During the interim period, Toon van Asseldonk acted as delegated supervisory director for more than three months and, for that reason, temporarily gave up his seat on the Supervisory Board. In addition to chairing the Management Board, he also spoke extensively with staff across all levels of the company. On the basis of his recommendations to the Supervisory Board, given within the agreed deadline, the Supervisory Board proposed a new Management Board, whose members were appointed by the company’s trust office [Stichting Administratiekantoor; STAK] on 11 October. The newly ap-

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pointed Management Board, comprising Jos van Kleef (Chief Executive Officer) and Jaap Benschop (Chief Operational Officer), faces important challenges. Under the new team’s leadership: • a new business plan will be drawn up for the next few years, including a strategy update; • pro-active steps were taken in the shape of a restructuring based on the Staff Reduction Plan 2011-2012; • staff levels will be reduced by 10%, including natural wastage; • we will focus strongly on improving the Group’s project management and commercial firepower. We expect revenue to decline further in the course of 2012. It is not yet clear to what extent this trend will continue after 2012. We are anticipating developments by pursuing a prudent staffing policy, implementing strict cost controls, and strengthening our commercial management. Crucially, the 2012 budget depends on market developments and the extent to which the Goudappel Group will be able to successfully work the market.

Finance The Goudappel Group ended the year with a post-tax loss of EUR 51,000, a significant decline not only compared to 2010 but also relative to the 2011 budget. Pre-tax profit fell from EUR 944,000 in 2010 to EUR 4,000 in 2011, driven by a fall in profit on ordinary activities and non-recurring charges, offset by our share of profits in associates. Return Return on investment (ROI) was 5.4% in 2011. That includes an adjustment to the operating profit for non-recurring and special items. The chart below shows the movements in the return on investment:

ROI/EVA

Return in %

40% 30% 20% 10% 0% 2004

2005

2006

2007

2008

2009

2010

2011

Return on investment

Revenue and billable time Net fee revenue in 2011 amounted to EUR 20,249,000, more than EUR 1,700,000 (7.7%) short of our budget target. In 2010 we generated a net fee revenue of EUR 21,952,000. The fall in revenue was driven mainly by the decline in order intake. The average number of FTEs was down 2.9%, from 239 in 2010 to 232 in 2011. Consultants’ billable hours in 2011 fell below the levels recorded in previous years. 8

Goudappel Group - Annual Report 2011


Project write-downs exceeded the target set for 2011. We have seen a gradual increase in write-downs since 2009. Write-downs caused by cost overruns, quotation costs and rate differences were approximately 5 percentage points up on the level reported in 2010. Due to changing market conditions, it was decided in 2011 that project proposals would no longer be recognised as work-in-progress. This led to an additional adjustment to revenue of approximately EUR 400,000. Consultants’ gross billable time declined from 68.5% in 2010 to 68.3% in 2011. The average number of direct hours per consultant fell from 1,158 in 2010 to 1,132 in 2011.

Gross billable time

Billable time in %

80% 60% 40% 20% 0% 2004

2005

2006

2007

2008

2009

2010

2011

Billable time

Operating profit Normalised operating profit (excluding special or non-recurring items) in 2011 amounted to EUR 496,000, down 72 percentage points on 2010. This substantial fall reflected a lower gross margin, driven mainly by lower productivity and higher project write-downs. The return, i.e. normalised pre-tax profit as a percentage of revenue, came to 2.4% (2010: 7.8%). Added value Added value per FTE fell by 15.5% from EUR 25,650 in 2010 to EUR 21,660 in 2011, due to higher salary costs combined with lower revenue. Salary costs per fee-earning FTE rose by approximately 3.3% compared to 2010, while the net hourly rate fell from EUR 88.30 in 2010 to EUR 86.60 in 2011. In 2011 the Group’s FTE composition (i.e. the distribution of FTEs across the various consultant levels) shifted a little towards the higher salary brackets by comparison to 2010.

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Added value per FTE

35.000 30.000

Added value in â‚Ź

25.000 20.000 15.000 10.000 5.000 0 2004

2005

2006

2007

2008

2009

2010

2011

Added value per FTE

Funding structure Since 2004 we have eliminated deferred tax assets and capitalised goodwill in calculating the company’s solvency. At year-end 2011, solvency amounted to 40.8%, slightly down by approximately 2.3 percentage points on 2010. The Goudappel Group aims to achieve a minimum solvency ratio of 25%, which it has done since 2007. Solvency

Solvency in %

45%

30%

15%

0% 2004

2005

2006

2007

2008

2009

2010

2011

Solvency

Net cash flow came to EUR 1,480,000. In 2011, operating activities generated a cash inflow of EUR 2,200,000, partly offset by cash outflows for investments in tangible assets (EUR 389,000), repayments of long-term debt (EUR 205,000), dividend payments and the repurchase of treasury shares (EUR 133,000) and minority interests (EUR 35,000). Average project lead times again decreased considerably compared to previous years, standing at approximately 70 days in 2011. This applied to both the lead times of work-in-progress and debtors. For the Group, this represents a relatively low level and was one of the reasons why we consider our year-end cash position to be satisfactory, despite the decline in revenue.

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Goudappel Group - Annual Report 2011


Average project duration (debtors) Average project duration (work in progress)

100

Lead times in days

80 60 40 20 0 2004

2005

2006

2007

2008

2009

2010

2011

Lead times in days

Depositary receipts for shares All shares in the Goudappel Group are held by Goudappel Coffeng’s trust office [Stichting Administratie Kantoor; STAK]. STAK issues depositary receipts for those shares to the employees of Goudappel Group BV and its wholly-owned subsidiary companies (Goudappel Coffeng BV, Omnitrans International BV, and Tiem BV). We give our staff the opportunity to buy depositary receipts as a means of increasing their commitment to the company. STAK aims for all staff to own an equal interest in the company.

depositary receipts depositary receipts available

holders

132,320

number issued to employees 1 January 2011

122,409

156

31 December 2011

120,059

236

Employee ownership of depositary receipts for shares in the Goudappel Group

In 2010 and 2011, STAK put forward proposals to increase staff ownership of depositary receipts and encourage a more even distribution. The Management Board and Works Council consented to the possibility of profits being distributed in the form of depositary receipts and arranged for this option to be included in the collective agreement. Accordingly, the profit for 2010 was partly distributed as depositary receipts. This considerably raised the number of depositary receipt holders, from 156 to 236 in 2011. The measure also led to an increase in the number of issued depositary receipts (+2,600). However, because more depositary receipts were sold than purchased, net ownership of depositary receipts decreased slightly (-2,000). Ownership of depositary receipts became more unevenly distributed due to the issuance of receipts by way of profit distribution, which, of course, added a large number of ‘small’ depositary receipt holders. At year-end 2010, one half of depositary receipt holders owned 9% of all depositary receipts issued. At year-end 2011 this was 2.5%. At 1 January 2011, the value per depositary receipt decreased from EUR 43.50 to EUR 43.22. No dividend was paid for 2011. Goudappel Group - Annual Report 2011

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Year

Value at 1 January

Dividend payout

2008

EUR 35.00

EUR 4.70

2009

EUR 35.00

EUR 4.50

2010

EUR 40.90

EUR 4.25

2011

EUR 43.50

-

2012

EUR 43.22

still to be determined

Value per depositary receipt and dividend payout

Key figures for the Goudappel Group • Five offices: Amsterdam, The Hague , Deventer, Eindhoven, and Leeuwarden • 270 employees • Revenue of EUR 25m Year Revenue*

2011

2010

2009

2008

2007

2006

2005

2004

24.9

26.9

26.6

27.2

26.2

22.3

17.2

15.0

0.5

1.8

1.4

2.6

3.1

2.6

0.9

0.1

2.0%

6.5%

5.4%

9.6%

11.7%

11.6%

5.4%

0.4%

-0.1

0.7

1.0

1.7

2.1

1.8

0.5

-0.4

-0.2%

2.8%

3.6%

6.3%

8.2%

8.1%

2.9%

-2.4%

1.5

0.6

-0.5

-0.5

-0.2

2.5

-0.4

0.2

Normalised operating profit* Operating profit as % of revenue Post-tax profit/(loss)* Net profit/(loss) as % of revenue Cash flow*

6

6

6

6

6

4

2

2

14.2

14.5

15.7

17.0

16.4

14.5

12.2

11.3

44.0%

44.9%

39.4%

38.0%

34.4%

29.5%

19.8%

17.7%

Group equity* Balance sheet total* Group equity as % of balance sheet total

* Amounts shown in EURm Normalised profit is defined as earnings before interest and taxes, adjusted for special or non-recurring items.

Staff Workforce At year-end 2011, the Group had 270 employees, down 1.5% on 2010. In the course of 2011, 22 employees left the company and 13 were hired. Due to the departure of younger employees, the average age rose to 39.5. The male/female ratio remained virtually unchanged from previous years. The inflow of new staff was very limited due to the decline in order intake. Of the 13 new employees, some were hired on a temporary basis. The downsizing measures announced by the Management Board in 2011 led to temporary employment contracts not being renewed and to 15 forced redundancies. Termination of their contracts will be effectuated in 2012. In 2011 the Group employed an average of 232 FTEs (197 fee earners and 35 support staff).

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Goudappel Group - Annual Report 2011


Consultants’ education level Secondary vocational (7%)

University (49%) Higher vocational (44%)

Education level of fee-earning consultants

Health Absenteeism rose marginally in 2011 compared to 2010. Absenteeism patterns were fairly similar to 2010, except for a peak in September and October. The prolonged absence of a number of employees caused the basic level of absenteeism to remain elevated. We made a relatively substantial investment in personal coaching. This was greatly appreciated by our staff. Absenteeism

Average

2010

3%

2011

3.2%

Goudappel Coffeng 2011 saw a weakening market. Central and local government are looking for ways of cutting back on their spending. The austerity measures have also had an impact on Goudappel Coffeng BV. The company nevertheless carried out a wide range of noteworthy projects in 2011. Despite difficult market conditions and growing competition, the Transport Modelling division did well, with revenue and profit staying reasonably on budget. We might say ‘business as usual’ if there were not so many changes going on in the background. We are seeing a clear move from static models to short-term and medium-term dynamic models, designed to chart and monitor the quality of traffic circulation in urban areas. We have responded to this change in demand using the working title “Making better use of city streets: how do you do that?” This not only calls for specialist tools like StreamLine, but also requires the Division to cooperate very closely with other company divisions, such as our regional offices, Transport Management, and Omnitrans International. We should be able to reap the benefits from these efforts in 2012. Cycling featured prominently in 2011. Goudappel Coffeng decided to upgrade its Cycle Route Planner so that users can now find and plan cycle routes in the whole of the Netherlands and neighbouring areas abroad (feou.fietsrouteplanner.info). Improvements were also made to the un-

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derlying street networks in the Utrecht-Amersfoort-Hilversum region, Rotterdam, Twente region, and Amsterdam. These come on top of the three southern provinces, which have already been upgraded. Goudappel Coffeng also conducted related studies, such as cycling accessibility analyses for various towns and cities and specific cycle connections. Another important growth product is the Mobility Scan. This policy support tool was used in Food Valley and the city of Eindhoven. The Mobility Scan enables quick and adequate exploration and testing of mobility measures, ranging from the construction of a new housing development to cutting off roads, through to adding new public transport routes. After the bankruptcy of Apeldoorn-based market survey agency Probit, Goudappel Coffeng took over its ongoing operations (customer surveys and public transport monitoring), helping out various customers and successfully completing a large number of current projects. Enabling smooth circulation and making maximum use of available capacity. These goals are not only relevant where roads are concerned. Inland waterway skippers also wish to have a smooth, safe and comfortable journey. The Province of Overijssel uses ‘wet traffic management’ to ensure just that. The provincial authorities wanted to apply the same process as the one used on land, for which the Operational Transport Management Tactical Team had been set up. The waterways were next in line. Working with the Waterways Management and Installations Team, Goudappel Coffeng identified quick wins and proposed a long-term strategy. The resulting policy plan will be used by the Waterways Operational Traffic Management team to monitor and manage traffic on the canal between Almelo and De Haandrik and various waterways in the north of Overijssel Province. This will improve services on the Overijssel waterways even further. Shipping represents a growing economic interest for the Netherlands. Transport on the inland waterways will benefit even more if its environmental impact can be reduced. Freight transport on inland waterways and pleasure vessels are increasingly putting pressure on canals, rivers, bridges, and locks. Wet traffic management ensures a smooth, safe and comfortable journey. On 22 November 2011, the first of several intermunicipal cycle routes provided for in the ‘F35 Cycle Freeway Masterplan’ was officially opened in the Twente region. The planned cycle freeway runs from Nijverdal to Enschede, with branches from Vriezenveen to Almelo and Oldenzaal to Enschede. The project stands out from other cycle freeways for its high level of quality. It is a dedicated non-stop cycle route with no level crossings that is 60 kilometres long and more than 4 metres wide. The future of towns and cities in terms of land use is inextricably linked to traffic measures. In Enschede, council members and local residents set to work on a ‘live’ traffic simulation led by Goudappel Coffeng. What is the impact of scenario A on traffic? Does everyone understand the environmental impact of scenario B? As the discussions went on, progress was made on what was considered to be a sensitive issue. Goudappel Coffeng was also active internationally. Designers from 22 countries got to work on the infamous 'missing link in sustainable mobility': the highway close to New York’s UN building in Manhattan, which forms a barrier for cyclists. Goudappel Coffeng’s ‘Flexway’ design received a

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Goudappel Group - Annual Report 2011


‘special mention’ when the prizes were announced. The strong point of the design is the way part of the highway can be used outside the rush hour by cyclists and pedestrians. Public transport came under severe pressure in 2011, with the big cities facing substantial spending constraints. Goudappel Coffeng’s public transport experts identified opportunities for both local authorities and operators to improve public transport network efficiency and emerge stronger from the austerity measures. In Amsterdam, The Hague and Rotterdam, steps were taken to adjust the network and timetable to improve the cost coverage ratio in such a way as not to put off passengers. In the Provinces of Brabant and Zeeland, businesses expressed their wish to take control of the management, maintenance, widening and operation of the A58 motorway between Vlissingen and Eindhoven. ZuidNet A58 is a public-private mobility partnership, one of a kind in the Netherlands, which if granted a concession will become fully responsible for the traffic circulation on and swift upgrading of the entire A58 motorway corridor. The new company is a partnership between businesses, the provincial authorities and central government. ZuidNet A58 aims to pursue an innovative approach to its operations in order to increase the quality of the A58 and ensure east-west accessibility in Brabant and Zeeland. The company will be judged by the traffic circulation results achieved. The initiative for this collaborative effort had been taken by Stichting A58, a foundation set up by the Chambers of Commerce in Brabant and South-West Netherlands and the Employers’ Association for Brabant and Zeeland. The bid book was submitted to the Minister of Infrastructure, Melanie Schultz van Haegen, on 23 May 2011, and presented to the press in Tilburg on 1 June 2011. It was drawn up with the support of private parties, including Goudappel Coffeng BV. Teaming up with APPM Management Consultants, Tauw, and Decisio, Goudappel Coffeng was awarded the new master contract for policy advice services in the field of spatial planning in North Holland Province. The consortium won the tender working with various subcontractors. The Province of South Holland is working on a solution to the traffic problems in the Holland Rijnland region, i.e. the Rijnland Route, a new link between the A4, A44 and Katwijk. The project is currently in the second phase of the environmental impact assessment procedure. In a consortium with Tauw and Advin, Goudappel Coffeng is responsible for traffic and transport-related issues. Decision-making is expected to take place in the summer of 2012.

Omnitrans International Omnitrans International’s revenue model is based on three pillars: selling OmniTRANS software, providing training, and carrying out software projects. Its total revenue in 2011 was well above budget. However, revenue from software sales was below budget. Although sales continued to be satisfactory in the Netherlands, foreign sales were disappointing. Due to the lack of manpower (FTEs) in Marketing & Sales, little progress was made on rolling out the international dealer network.

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The marketing of OmniTRANS takes the form of theme-based campaigns. In 2011 these included Remote Hosting, StreamLine, Q-Hot, and Version 6.0. The campaigns involve press releases, advertisements, and mailings. In 2011 Omnitrans participated in the following conferences: Modelling World (London), DVM conference (Rotterdam), ETC (Glasgow), Platos (Utrecht), and ITS (Leuven, Belgium). OmniTRANS version 6.0 was released in middle of 2011. Work on version 6.1 began at the end of the year, driven by the growing demand for StreamLine. Version 6.1 is expected to be released in mid-2012. Gross revenue from projects was on budget. Due to the low level of provisions, overall performance was well above budget and more than offset the shortfall in software sales. Because this is a growth market, the order portfolio is robust. Working this particular market, however, puts pressure on our innovation efforts. Accordingly, many innovation projects were not completed in 2011. Software development professionalised further in 2011. We introduced aspects of PRINCE2 to improve project management, and combined the Concepts and Development departments to create more synergies. Revenue from training courses was on budget and new courses were developed. The Omnitrans helpdesk is greatly appreciated by our customers. The process for releasing 'minor' versions was improved considerably, including the communication with users.

Tiem Tiem clearly felt the effects of the austerity measures taken by central and local government. Many customers drastically reduced the use of on-loan staff for both process management and technical advice. Tiem nonetheless delivered on budget in 2011. Tiem is grateful to its customers, who in many cases decided to keep on the staff who it seconded. Equally uplifting is the support received from several top executives, who believe central and local government should carefully weigh up the pros and cons of contracting in external staff. In fact, former Transport Minister Annemarie Jorritsma advocates having a relatively large number of flexi workers for two reasons. Firstly, because certain expertise is only needed once in a while and, secondly, because the government is unable to maintain adequate levels of highly specialised knowledge. Fees have come under pressure. The magical limit of EUR 100 regularly rears its head in talks about wage costs and the ‘Balkenende’ salary cap for public sector workers. Customers find it difficult to understand how fees are composed and what the total cost of their own staff is. The guiding principle should be the added value required by the customer and the level of investment justified relative to that value. Hourly rates, however, are just numbers: 100 hours at a rate of EUR 100 represents a lower investment than 150 hours at a rate of EUR 80. The use of marketplaces grew strongly in 2011. Requests for assistance that customers would previously address to Tiem because of the quality of its services are now posted on marketplace websites. In most cases, the initial selection is now based on price, with only the proposals with the lowest price tags being forwarded to the customer. Decisions on what is value for money have become restricted to the Euro Shopper segment. Own-label products and premium brands are left in the stock room and do not even make it to the shelves. 16

Goudappel Group - Annual Report 2011


Looking ahead, Tiem will focus on delivering visible added value, because that is what it should all be about. For staff at Tiem, this means staying sharp and giving everything they have. Tiem is not used to delivering routine work, but customers believe it can improve by raising its profile. Tiem remains committed to engaging with its customers and working with them and other parties to develop new services. All this is to better achieve its mission to leverage its knowledge and skills so as to improve living conditions in the Netherlands.

MINT MINT is an independent transport and mobility consulting firm based in Mechelen, Belgium. Since its incorporation at the end of 2007, the business has grown steadily into a multi-disciplinary team of fifteen professionals serving the Flemish market. Specialising in transport models and traffic planning, MINT aims to be the number one consulting firm in these fields. Its modelling team renders advice based on passenger and freight models, both on macroscopic and strategic scale and on a dynamic and operational level. Its services include developing and implementing transport models, providing training and day-to-day support, investigating travel behaviour, and using models for project evaluation purposes. MINT uses OmniTRANS to develop and implement municipal models. The software’s customised functionality allows it to provide answers to specific questions regarding municipal mobility issues. MINT has been successful in applying these tools. Traffic Planning is responsible for drawing up and evaluating municipal mobility plans, parking policies, traffic circulation plans, and company commuter plans. MINT also provides traffic and transport input for environmental impact assessment reports and master plans, and specialises in particular in conducting mobility studies (mobility impact reports), which are necessary for urban planning applications. The company has been profitable since its inception, with growth stabilising in 20102011. Looking ahead, the company’s further development focuses on professionalism. In 2011, important steps were taken in the area of quality and project control. In 2011 the Goudappel Group expanded its share interest in MINT to 40%.

MAPtm Since its incorporation in 2010, MAPtm has developed into a professional traffic management business with eleven employees. An independent and innovative company, MAPtm carries out projects for road maintenance companies, construction companies, and traffic managers. It not only offers advice, but can also implement its advice. That is what makes it stand out in the market. After a very promising start in 2010, the company has steadily worked on constructing a strategic order portfolio. In 2011 it made an important step when it acquired a contract from The Hague for the management of 67 dynamic route information panels (DRIPs). Displaying customised images, the DRIPs lead drivers to their destination in such a way as to minimise congestion.

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17


MAPtm has provided The Hague with a cost-efficient solution by using existing data sources and innovative web-based technology. The company was awarded the entire project, from drawing up the scenarios to operating the traffic management system. Another key project involves performing a test of the quality of measurement data used by the National Road Traffic Information Database (NDW). NDW awarded the contract for the final geographical area, i.e. North and East Netherlands, to the Data 4 Traffic (D4T) consortium, consisting of Van den Berg, the Traffic Information Service, and SWARCO AG. To collect traffic data in this part of the Netherlands, the consortium uses a combination of Bluetooth, infrared, GPRS, and solar power. D4T asked MAPtm, as an independent party, to test the quality of the measurement data collected by them against the requirements set by NDW. The ‘type tests’ were successfully completed and were approved by NDW. The initial rollout has taken place. Field tests are now being conducted. The Goudappel Group has a 60% share interest in MAPtm.

VOF SpitsScoren Together with its partners BNV Mobility, Technolution and ABN AMRO Bank, Goudappel Coffeng has set up a general partnership by the name of VOF SpitsScoren. ‘SpitsScoren’ is also the name of a rush hour avoidance project in and around Rotterdam commissioned by De Verkeersonderneming. Drivers who regularly take the A15 motorway during the morning rush hour are rewarded if they avoid that period. They can do so by leaving home before or after the rush hour, working from home, catching a ride with a colleague, using a motorbike, taking public transport, or cycling to work. The project’s main aim is to encourage participants to make a deliberate choice to leave their car at home and avoid the rush hour. Participants are provided with a free smartphone to pass on information on a daily basis about whether and how they intend to travel that day. They receive a EUR 5 reward for each time they avoid the peak hour. There is a website through which participants can monitor how much they have earned. The reward can be as much as EUR 100 a month. The website also provides car journey times during and outside the rush hour and public transport alternatives, and can be used by participants to contact other participants, find a carpooling partner, or use a flexible workplace in a Dialogue Port. The ‘SpitsScoren’ project is unique in that it is a commercial mobility service, with the provider assuming a performance obligation for a period of 3 years. Starting from the end of October 2009, its obligation is to keep at least 530 passenger cars out of the rush hour every working day. With well over 1700 drivers participating in the project, that requirement has been more than met. In the course of 2011, the target was in fact adjusted upwards. Currently, more than 800 participants avoid the morning rush hour on a daily basis. The intended effect of the SpitsScoren project is to use a financial incentive to achieve a lasting change in the behaviour of regular rush hour drivers. The idea is for rush hour drivers to eventu-

18

Goudappel Group - Annual Report 2011


ally consider it a matter of course not to take the car in the rush hour, and instead to travel in a different way or at a different time. A behavioural change of this kind takes time. That explains the long duration of the project. The project is expected to be extended with effect from the summer of 2012.

VOF Spitsvrij The ‘Spitsvrij’ project breaks commuters’ ingrained journey patterns. In the Utrecht - Hilversum - Amersfoort triangle, this has led to substantially fewer motorists travelling in the rush hour. The project was officially launched in October 2011, in the presence of Infrastructure Minister Melanie Schultz van Haegen and Provincial Executive Councillor Remco van Lunteren. BNV Mobility, Technolution, and Goudappel Coffeng are responsible for implementing the project. The project was commissioned by the Province of Utrecht, acting on behalf of trade associations and government agencies, including the Ministry of Infrastructure and the Environment. The consortium is responsible for recruiting companies and participants, providing the technology, paying out rewards to participants, and delivering additional services to companies and participants designed to make it easier to avoid the rush hour, including a smart journey planner accessible via a website or smartphone. The response has surpassed expectations, and people have had to be placed on a waiting list. The ‘Spitsvrij’ project rewards participants for each time they avoid travelling during the morning and/or evening rush hour. They can do so in various ways, by carpooling, taking public transport, working from home, or setting off earlier or later. Participants can easily earn the maximum of EUR 100 a month. They are provided with a small and invisible S box built into their cars (a little transmitter that passes on their location). At the launch of the project, Minister Melanie Schultz van Haegen commented: “We know from experience that this kind of project can get people ‘out of their accustomed groove’, without complicated legislation or pressure. When drivers experience the benefits of different travel behaviour for themselves, that is much more convincing. That is why I fully support mobility projects by regional authorities and businesses like the one here in the Utrecht - Amersfoort - Hilversum triangle.”

Innovation Innovation generates business Innovation is vital to the Goudappel Group. To remain competitive in the long term, it is imperative that we continually upgrade and improve our products. That is why we use part of our revenue to finance the innovation of products and processes. In 2011, the Group’s investment in innovation amounted to EUR 1 million, or 4.3% of gross revenue. These innovation funds are used

Goudappel Group - Annual Report 2011

19


for product development and strategic projects. Product development involves the ongoing development of the products and services we offer. Strategic projects focus on a limited number of specific innovative efforts. Product development Doctoral research programmes (fundamental research): Several of the Group’s employees are involved in a doctoral research programme. In 2011 they were: • Niels van Oort. Niels’ research focused on the reliability of public transport systems (Service Reliability and Urban Public Transport Design). Niels has now received his PhD (see: http:// www.goudappel.nl/media/files/uploads/2011_Proefschrift_Niels_van_Oort.pdf); • Matthijs Dicke-Ogenia. Matthijs is studying travel behaviour (how to influence route choice and modal choice by providing information); • Luc Wismans is developing decision-making support models that allow traffic management to be optimised by including the environment and road safety as well as accessibility. (Multi-Objective Optimisation of Traffic Systems/Optimising Accessibility and External Effects through Dynamic Traffic Management); • Ties Brands. Within the Sustainable Accessibility programme, Ties is exploring new ways of making interesting combinations of car/public transport and cycling/public transport (Optimisation of the Multi-Modal Transport Network). Innovative traffic and transport models In 2008, the Goudappel Group set up a dedicated Transport Innovation and Modelling Team (TIM) to enable the development of the next generation of traffic and transport models. TIM works with subsidiary Omnitrans International to develop new forecast models and incorporate these into the OmniTRANS software. There are four priority areas: • Disaggregated. . This involves developing the next generation of transport models for local authorities, known as disaggregated transport models. We expect to be able to launch the first application in the first half of 2012. The great advantage of these models is that they distinguish between population groups and model actual behaviour and choices. Disaggregated models are therefore better suited to evaluating policy measures that influence motorists’ journey behaviour. Examples include price measures, measures targeted at specific population groups (e.g. the elderly), and mobility management measures. • Dynamic. Traffic patterns vary in the course of the day and even within a short space of time, say an hour, there is a great deal of variation. Moreover, road traffic in urban areas often has all kinds of knock-on effects (tailbacks causing congestion elsewhere), which are difficult to chart using a standard model. We developed StreamLine for that very purpose. Last year we used StreamLine to evaluate scenarios for traffic control systems in Amsterdam and the New West Tunnel in Rotterdam, and to conduct an exploratory study of the IJmeer public transport corridor east of Amsterdam. In 2012 StreamLine will become available to a wider group of users as an OmniTRANS module. That makes StreamLine the first practical and proven application of the 2nd generation of dynamic macroscopic transport models. A new development that has recently emerged involves using static models for semi-dynamic modelling. Our new product STAQ (Static Traffic Assignment with Queuing) allows fast and reliable forecasts to be made for large networks that explicitly take account of congestion and therefore provide a more accurate estimate of journey times.

20

Goudappel Group - Annual Report 2011


This is particularly crucial for Social Cost-Benefit Analyses. • Sustainable. Over the next few decades, our traffic and transport systems will need to become much more sustainable. To achieve that, sustainability is set to play a greater part in policy modelling. A module has already been added to OmniTRANS to directly show CO2, NOx en PM10 emissions caused by various scenarios. The module will be expanded to cover noise calculations. • Data, Smartphones, public transport smartcards, and car satnav systems are all examples of ICT applications that produce large amounts of data, opening up opportunities for new services. Goudappel Coffeng is taking part in a large-scale pilot project (Sensor City) that includes TomTom, TNO and OV9292 to provide multi-modal travel information and journey time estimates combined with traffic management. Other innovative efforts by Goudappel Coffeng Other key results in 2011 included: • Improvements to public transport modelling within the National Transport Model (NTM) 2008-2020 GE. The NTM was calibrated for passengers getting on and off trains using counts provided by Dutch Rail (year 2008). A new forecast was subsequently drawn up for 2020. • Goudappel Coffeng is participating in the ‘SpitsScoren’ (http://www.spitsscoren.nl) and ‘Spitsvrij’ (http://spitsvrij.nl) projects that encourage large numbers of motorists to avoid the rush hour. The company has been developing Value Added Services (VAS) for both projects. New services include the ‘REISplanner’, a multi-modal journey planner for the whole of Netherlands, and ‘VAS Reiswijzer’, a web application that provides expected car journey times based on historical traffic data. We are currently working to make the journey planner suitable for use as an app. • A new version of CURSIM, which allows users to simulate driving curves at the design stage. The program is used by towns and cities, public transport companies, real estate developers, and other traffic consulting firms. • Using handheld computers to map cycle routes (Amsterdam, Utrecht). • Joining forces with research agency Motivaction, we identified the mobility preferences of eight target groups. Targeting a particular group makes it considerably more efficient to encourage changes in behaviour. We apply this expertise in Amersfoort, Breda and other towns. • A market study to explore the potential of fully electrical cars, taking into account residential and mobility features (groups that have not used their cars for more than 80 km a day for a longer period of time). • The Mobility Management Scan is a geographical tool that provides journey times and travel options for company employees. It shows how the various schemes and arrangements in place regarding working hours, workplaces and use of transport and communication means can influence factors such as accessibility and environmental impact, thus contributing to the combined goals of being an attractive employer and a sustainable business. We are using this tool in Maastricht, Enschede and other towns, and for the SME voucher scheme operated by a large number of SMEs.

Corporate Social Responsibility Sustainable mobility is an important theme for the Goudappel Group’s operations. The same applies to the business and operations of its group companies.

Goudappel Group - Annual Report 2011

21


Mobility For distances under 10 kilometres, many of the Group’s employees prefer to cycle to work rather than driving. Cycling to work is encouraged by the company cycle scheme. The collective agreement includes incentives to encourage the use of public transport rather than the car for longer commuting distances. At our Deventer office, employees who still choose to drive to work must pay a charge to use the car park, with the proceeds going to the Iganga Foundation to encourage sustainable mobility in developing countries. All business trips by car are converted at the usual rates, with the proceeds also being donated to the Iganga Foundation. Energy consumption at our offices We also place a monetary value on the fossil fuels we use to supply gas and electricity to our offices, applying CO2 compensation standards. Like the parking charges, this amount is paid in full to the Iganga Foundation. To underline the importance of sustainability and the need to focus on it, the Goudappel Group will apply in 2012/2013 for certification and inclusion in the CO2 performance league table. In its advice to customers, the Goudappel Group advocates having as efficient and clean a mobility system in place as possible. In addition to economic factors, we also look at social motives because sustainability involves more than just reducing emissions, saving energy, and protecting the environment. Focusing on people, planet and transport, we endeavour to make mobility more sustainable. Examples of these projects include a project for the city of Maastricht entitled 'Red on the outskirts, green in the city', which provides controlled access to the city to ensure smooth traffic flow; advice delivered to the city of Breda on how mobility policy goals can be put into practice; and an in-house study to explore the replacement potential of electric cars. The Iganga Foundation Mindful of our responsibilities towards society, the Goudappel Group has set up the Iganga Foundation. The foundation’s goal is to develop sustainable transport in developing countries focusing, in particular, on cycling. In 2011 the Iganga Foundation turned its focus on plans in Uganda and Kenya. The Foundation supported two work visits to Kampala and Nairobi in preparation for a conference. Local support for cycle-inclusive planning is growing due to the work done by students and the local residents involved. Kampala Cycling, the city’s cycling club, plays a key role in raising awareness further. The club therefore received support from Iganga in 2011. The African Bicycle Network offers a platform for cycling organisations in Ghana, Kenya, Tanzania and Uganda for knowledge sharing and capacity building. The Iganga Foundation was one of the sponsors of the Network’s annual meeting. We also prepared a design portfolio to assist traffic designers in India and other emerging countries.

22

Goudappel Group - Annual Report 2011


Goudappel Group - Annual Report 2011

23


24

Goudappel Group - Annual Report 2011


Condensed financial statements 2011

Goudappel Group - Annual Report 2011

25


Consolidated balance sheet at 31 December 2011 (after proposed profit/(loss) appropriation)

31 December 2011

31 December 2010

Assets

EUR EUR

EUR EUR

Intangible fixed assets 32,223

0

Tangible fixed assets Land and buildings Other property and equipment

4,232,950

4,500,000

577,436 1,006,778

4,810,386 5,506,778 Financial fixed assets 716,870 445,647

Current assets Work in progress Amounts owed by affiliates Other receivables and accrued income

707,159

1,491,713

109,692

0

5,554,772 6,208,953

6,371,623 7,700,666 Cash and cash equivalents 2,288,204 808,420

14,219,306 14,461,511

26

Goudappel Group - Annual Report 2011


31 December 2011

Liabilities

EUR

EUR

31 December 2010

EUR

EUR

Group equity Shareholders’ equity Minority interests

6,239,262

6,444,186

11,986

46,674 6,251,248

6,490,860

Provisions Provision for deferred tax liabilities

188,794

232,829

Employee benefits

576,858

626,356 765,652

859,185

2,143,750

2,348,895

Long-term debt Mortgage loans

Short-term debt Subordinated loan Other payables and deferred income

Goudappel Group - Annual Report 2011

8,306

8,306

5,050,350

4,754,265 5,058,656

4,762,571

14,219,306

14,461,511

27


Consolidated income statement for 2011

2011 2010

EUR EUR

EUR EUR

Gross margin

20,772,614

22,525,778

Operating costs Wages and salaries

13,506,785

13,192,531

Social security costs

2,442,440

2,443,691

782,833

577,076

Depreciation and amortisation Other operating costs

4,760,223 5,199,093

Total costs

21,492,281

21,412,391

Operating profit

(719,667) 1,113,387

Net finance income/(expense)

(135,717) (169,545)

Pre-tax profit/(loss) on ordinary activities (855,384) 943,842 Tax on profit/(loss) on ordinary activities

(89,886)

(298,007)

Share of profits/(losses) in associates

859,530 0

Post-tax profit/(loss) on ordinary activities (85,740) 645,835 Minority interests

34,688 100,005

Post-tax profit/(loss) on ordinary activities

(51,052) 745,840

28

Goudappel Group - Annual Report 2011


Consolidated cash flow statement for 2011

2011

EUR

EUR

2010

EUR

EUR

Cash flow from operating activities Operating profit/(loss)

(720,000)

1,113,000

Adjustments for: Depreciation/amortisation of tangible/intangible fixed assets

783,000

577,000

Movements in provisions

(94,000)

368,000 689,000

945,000

Movements in working capital: Receivables Short-term debt

1,329,000

1,793,000

296,000

(1,684,000)

Cash generated from operations Interest received/(paid)

1,625,000

109,000

1,594,000

2,167,000

(136,000)

(170,000)

Share of profits/(losses) in associates

860,000

Corporation tax received/(paid)

(90,000)

(298,000)

35,000

100,000

Minority interests

Cash flow from operating activities

669,000

(368,000)

2,263,000

1,799,000

Cash flow from investing activities Investments in: • financial fixed assets • intangible fixed assets • tangible fixed assets

(271,000)

(24,000)

(32,000)

0

(190,000)

(452,000)

0

0

104,000

0

Proceeds from sale of: • intangible fixed assets • tangible fixed assets

Carry forward:

Goudappel Group - Annual Report 2011

(389,000)

(476,000)

1,874,000

1,323,000

>>

29


2011 2010

EUR EUR

EUR EUR

>>

Carried forward 1,874,000 1,323,000 Cash flow from financing activities Repayment of long-term debt Own shares issued/(repurchased) Share premium System change in 2010 Other reserve

(205,000)

(247,000)

0

2,000

(107,000)

104,000

(21,000)

0

5,000

0

Dividends paid

(31,000)

Minority interests

(35,000) 50,000

(587,000)

(394,000) (678,000) Net cash flow

1,480,000

645,000

Increase/(decrease) in cash and cash equivalents

1,480,000 645,000

Movements in cash and cash equivalents Cash and cash equivalents at 1 January

808,000

163,000

Increase/(decrease) in cash and cash equivalents

1,480,000 645,000

Cash and cash equivalents at 31 December 2,288,000 808,000

30

Goudappel Group - Annual Report 2011


Notes to the consolidated cash flow statement The cash flow statement has been prepared according to the indirect method. Cash flows shown in the cash flow statement comprise cash and cash equivalents and the bank credit facility shown under short-term debt. Cash flows denominated in foreign currencies are converted at average rates. Effects of foreign exchange rate changes on cash are shown as a separate item in the cash flow statement. Interest inflows and outflows, dividends received, and profit taxes are shown in the cash flow from operating activities. Dividends paid are shown in the cash flow from financing activities.

Accounting policies – balance sheet General The consolidated financial statements have been prepared in accordance with the statutory provisions set forth in Title 9, Book 2 of the Dutch Civil Code [Burgerlijk Wetboek] and with due observance of the authoritative statements contained in the accounting standards issued by the Dutch Accounting Standards Board [Raad voor de Jaarverslaggeving]. Assets and liabilities are generally stated at cost of acquisition or construction or market value. If no specific accounting policy is defined, assets and liabilities are carried at cost of acquisition. Change from previous year A system change has been made for measuring investments in associates. Otherwise, the same accounting policies were applied as in 2010. Intangible fixed assets Intangible fixed assets are carried at cost less any cumulative amortisation and impairment losses. The cost is amortised annually at a fixed percentage. The following amortisation percentages are used: • Goodwill

:

5% per annum

Tangible fixed assets Tangible fixed assets are stated at cost of acquisition less depreciation. At 31 December 2009, office buildings were stated at replacement value (based on a valuation by an independent real estate agent in early 2010). No depreciation of the premises was recognised in the 2010 financial statements. By way of an exception, the depreciation charges for 2010 and those for 2011 were recognised in 2011. Assets are depreciated at a fixed percentage of cost over their estimated useful lives. The following depreciation percentages are used: • Buildings

:

3⅓% per annum

• Fixtures and fittings

:

20% per annum

• Hardware and software :

33⅓% per annum

No depreciation is applied to land. An allowance is made for any permanent decline in value anticipated at the balance-sheet date. No provision is recognised for the future costs of major property maintenance.

Goudappel Group - Annual Report 2011

31


Financial fixed assets Majority interests and other entities over which the company has significant influence are carried at net asset value. Net asset value is calculated according to the accounting policies applied to these financial statements. For an associate for which insufficient information is available to be able to adjust these accounting policies, measurements are performed on the basis of the associate’s financial statements. If the associate’s net asset value is negative, it is carried at nil. If, in such a case, the investor is liable for the associate’s debts, a provision is recognised. Entities over which no significant influence can be exerted are carried at cost of acquisition or at a lower amount. Receivables shown under financial fixed assets are stated at cost net of any provisions that are considered necessary. Work in progress (amounts still to be billed) This comprises time and costs to be billed for current projects at external rates, less any loss provisions considered necessary. Impairment of fixed assets At each balance sheet date, the company reviews all fixed assets to look for any indication that an asset may be impaired. If there is such an indication, the company will estimate the recoverable amount of the asset. If it is not possible to determine the recoverable amount for the individual asset, the company will determine the recoverable amount for the asset’s cash-generating unit. An asset is impaired when its carrying amount exceeds its recoverable amount. The recoverable amount is the higher of the asset’s fair value less costs to sell and its value in use. If an impairment loss previously recognised has decreased or no longer exists, the increased carrying amount of the asset will not be more than the carrying amount that would have been determined if the impairment loss had not been recognised. Deferred tax assets and liabilities Deferred tax assets and liabilities are recognised for temporary differences between the tax base of an asset or liability calculated in accordance with the tax rules, and the carrying amount of the asset or liability determined in accordance with the accounting policies applied to these financial statements. Deferred tax assets and liabilities are measured at the tax rates applicable at the end of the financial year or expected to apply in the coming years, based on tax rates that have been enacted. Deferred tax assets, including any tax loss carryforwards, are recognised if it is probable that taxable profit will be available against which losses can be utilised. Deferred tax assets and liabilities are stated at nominal value. Deferred tax assets are shown under financial fixed assets. Receivables Receivables are stated at cost net of any provisions considered necessary to cover the risk of non-payment. Unless otherwise disclosed, all receivables have a remaining term to maturity of less than 1 year. Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank balances and demand deposits with a term to maturity of less than twelve months. Bank overdrafts are shown as amounts owed to credit institutions within short-term debt. Cash and cash equivalents are stated at cost. 32

Goudappel Group - Annual Report 2011


Provisions Provisions are recognised for legally enforceable or present obligations existing at the balance sheet date when it is probable that a settlement will be required and the value of such payment can be reliably estimated. Provisions are measured at the best estimate of the expenditure required to settle the obligations at the balance sheet date.

Accounting policies – income statement General Profit or loss is calculated as revenue from products and services delivered less all costs and other charges attributable to the financial year. Gains on transactions are recognised in the year in which they were realised; losses are recognised as soon as they are foreseeable. Grants other than investment grants are recognised as income when it is probable that they will be received. Net revenue Net fee revenue is defined as the fair value less costs to sell of services rendered to third parties in the financial year. This involves the time spent on projects commissioned by third parties at fair value less costs to sell, amounts arising from work contracted out, and disbursements. Net revenue from other services is defined as the net proceeds from other services allocated to the financial year. Costs Costs are measured on historical cost basis and allocated to the financial year for which they are incurred. Fixed assets are carried at cost of acquisition and depreciated on a straight-line basis over their estimated useful lives. Employee benefits Periodical employee benefits Wages, salaries and social security costs are recognised in the income statement in accordance with the terms of employment when owed to employees. Pensions Mandatory, contractual or voluntary contributions are paid to insurance companies for defined contribution plans. There are no further obligations other than to pay contributions under these pension plans. Contributions are classified as employee benefits and recognised as they fall due. Prepaid contributions are shown as accrued income when they result in a refund or a reduction in future payments. Defined benefit plans are also in place. These plans provide for defined pension benefits payable to employees at retirement age, depending on their age, salary, and years of service. Net finance income or expense Interest income or expense Interest income or expense is recognised as it arises, at the effective rate of interest applicable to the individual assets and liabilities. Interest expense is measured allowing for transaction costs paid on loans received and included in calculating the effective rate of interest.

Goudappel Group - Annual Report 2011

33


Financial instruments The Group applies hedge accounting to interest rate swaps that allow floating-rate debt to be converted to fixed-rate debt. Hedge relationships are documented by the Group at the time when they are created. Hedge effectiveness is tested periodically. This is done either by comparing the critical terms of the hedging instrument and hedged item or by comparing the changes in the fair value of the hedging instrument and hedged item. Share of profits or losses in associates Share of profits or losses in associates is measured on the basis of post-tax profits or losses for independent taxpaying entities, and on the basis of pre-tax profits or losses for other associates. The accounting policies applied by associates to recognise and measure profits and losses are identical to those applied by Goudappel Group B.V. Foreign exchange rate conversion Receivables, payables, cash and cash equivalents denominated in foreign currencies are translated at year-end exchange rates. Any exchange differences arising are recognised as cost of sales in the income statement. Taxation Corporation tax is calculated over the pre-tax profit shown in the income statement less tax loss carryforwards from previous financial years and tax-exempt profit items plus non-deductible costs. Corporation tax is calculated at the prevailing tax rates. Unused tax losses are recognised as deferred tax assets in the year in which they occurred. Deferred tax assets are measured at the tax rates applicable at the end of the financial year or expected to apply in the coming years, based on tax rates that have been enacted. Goudappel Group B.V., Goudappel Coffeng B.V., TIEM B.V., Omnitrans International B.V., and Beheermaatschappij Goudappel Coffeng B.V. form a fiscal unity. Leasing Operating leases The company may have entered into leases whose risks and rewards incidental to ownership are not vested in the company. These leases are recognised as operating leases. Lease payments arising from operating leases are recognised in the income statement on a straight-line basis over the term of the lease, allowing for incentives provided by the lessor.

34

Goudappel Group - Annual Report 2011


Independent auditors’ report

To: the Management Board of Goudappel Group B.V.

The condensed financial statements set out on pages 26 to 34 of this report, comprising the condensed consolidated balance sheet at 31 December 2011 and the condensed consolidated income statement for 2011 and notes, are derived from the 2011 audited financial statements of Goudappel Group B.V., established in Deventer, The Netherlands. We expressed an unqualified opinion on the complete financial statements in our report of 17 April 2012. The audited financial statements and the condensed version do not reflect events that have taken place since the date of our report of 17 April 2012. The condensed financial statements do not include all the disclosures required by Title 9, Book 2 of the Dutch Civil Code [Burgerlijk Wetboek]. The condensed financial statements should therefore be read in conjunction with Goudappel Group B.V.’s audited financial statements.

Responsibilities of the Management Board The Management Board is responsible for the preparation of a condensed version of the audited financial statements in accordance with the accounting principles described in the notes.

Responsibilities of the auditors Our responsibility is to issue an opinion on the condensed financial statements based on our audit, which we conducted in accordance with Dutch law, including Dutch Auditing Standard 810 “Engagements to report on condensed financial statements”.

Opinion In our opinion, the condensed financial statements are consistent in all material respects with Goudappel Group B.V.’s audited financial statements for the year ended 31 December 2011, in accordance with the accounting policies described in the notes. Hengelo, The Netherlands, 4 June 2012 PricewaterhouseCoopers Accountants N.V.

A.H.J.M. Tönissen, Registered Accountant

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35



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