Årsrapport 30700228 Ernst & Young Godkendt Revisionspartnerselskab Fåborgvej 44 5700 Svendborg 2018-01-01 2018-12-31 2017-01-01 2017-12-31 2019-05-22 29800863 SpecTec ApS Bagergade 4, st. 5700 Svendborg 2006-11-21 Svendborg 63210404 Nordea Bank Danmark A/S Centrumpladsen 8 5700 Svendborg Ernst & Young Godkendt Revisionspartnerselskab 30700228 Fåborgvej 44 5700 Svendborg 2019-05-31 Christopher John Wildsmith Regnskabsklasse B Revisionspåtegning true true 2019-05-22 2019-05-22 Manchester Christopher John Wildsmith Mark Robert Miller Chairman Ateet Patel Brian Beattle Svendborg Torben Ahle Pedersen State Authorised Public Accountant mne16611 1210075 1745060 2178103 2394196 13652 11831 -981680 -660967 235 0 16675 44146 -998120 -705113 0 12424 -998120 -717537 -998120 -717537 3641 17293 3641 17293 75000 75000 75000 75000 78641 92293 300925 584128 379319 476428 91272 435665 771516 1496221 125782 74809 897298 1571030 975939 1663323 150000 150000 -1384072 -385952 -1234072 -235952 135600 0 135600 0 335794 713787 48723 46946 1162253 413306 10841 0 494029 725236 22771 0 2074411 1899275 2210011 1899275 975939 1663323 150000 -385952 -998120 150000 -1384072 1724267 1972718 298366 374555 34519 17136 120951 29787 2178103 2394196 4 5 0 12424 0 12424 32764 32764 15471 13652 29123 3641 Today, the Board of Directors and the Executive Board have discussed and approved the annual report of SpecTec ApS for the financial year 1 January - 31 December 2018. The annual report is prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2018 and of the results of the Company's operations for the financial year 1 January - 31 December 2018. Further, in our opinion, the Management's review gives a fair review of the matters discussed in the Management's review. We recommend that the annual report be approved at the annual general meeting. To the shareholders of SpecTec ApS We have audited the financial statements of SpecTec ApS for the financial year 1 January - 31 December 2018, which comprise income statement, balance sheet, statement of changes in equity and notes, including accounting policies. The financial statements are prepared in accordance with the Danish Financial Statements Act. In our opinion, the financial statements give a true and fair view of the financial position of the Company at 31 December 2018 and of the results of the Company's operations for the financial year 1 January - 31 December 2018 in accordance with the Danish Financial Statements Act. We conducted our audit in accordance with International Standards on Auditing (ISAs) and the additional requirements applicable in Denmark. Our responsibilities under those standards and requirements are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Independence We are independent of the Company in accordance with the International Ethics Standards Board for Accountants' Code of Ethics for Professional Accountants (IESBA Code) and the additional requirements applicable in Denmark, and we have fulfilled our other ethical responsibilities in accordance with these rules and requirements. 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 Management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, Management is responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting in preparing the financial statements unless Management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so. Our objectives are to obtain reasonable assurance as to whether the financial statements as a whole are free from material misstatement, whether due to fraud or error and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. As part of an audit conducted in accordance with ISAs and the additional requirements applicable in Denmark, we exercise professional judgement and maintain professional scepticism throughout the audit. We also: Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error as fraud may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal control. Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by Management. Conclude on the appropriateness of Management's use of the going concern basis of accounting in preparing the financial statements and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern. Evaluate the overall presentation, structure and contents of the financial statements, including the note disclosures, and whether the financial statements represent the underlying transactions and events in a manner that gives a true and fair view. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. Management is responsible for the Management's review. Our opinion on the financial statements does not cover the Management's review, and we do not express any form of assurance conclusion thereon. In connection with our audit of the financial statements, our responsibility is to read the Management's review and, in doing so, consider whether the Management's review is materially inconsistent with the financial statements or our knowledge obtained during the audit, or otherwise appears to be materially misstated. Moreover, it is our responsibility to consider whether the Management's review provides the information required under the Danish Financial Statements Act. Based on the work we have performed, we conclude that the Management's review is in accordance with the financial statements and has been prepared in accordance with the requirements of the Danish Financial Statement Act. We did not identify any material misstatement of the Management's review. According to the articles of association, the company's purpose is to trade and sell consultancy within the IT area. The income statement for 2018 shows a loss of DKK 998,120 against a loss of DKK 717,537 last year, and the balance sheet at 31 December 2018 shows a negative equity of DKK 1,234,072. The year's development and performance are considered unsatisfactory. Management is aware of the capital loss rules in section 119 of the Danish Companies Act. Management expects that in the coming financial year, the company will achieve a better result. The company has received a letter of support from the parent company which will ensure going-concern including necessary liquidity to pay all liabilities as they fall due in 2019. No events materially affecting the Company's financial position have occurred subsequent to the financial year-end. The annual report of SpecTec ApS for 2018 has been prepared in accordance with the provisions in the Danish Financial Statements Act applying to reporting class B entities and elective choice of certain provisions applying to reporting class C entities. The accounting policies used in the preparation of the financial statements are consistent with those of last year. Reporting currency The financial statements are presented in Danish kroner (DKK). Licence and royalty income is recognised over the term of the agreement in accordance with the contents of the agreement. Revenue from time limited software licences is accrued and recognised on a straight line basis over the term of the licence according to the terms of the licence agreement. Sale of indefinite software licences is recognised as sale of goods whereby revenue is recognised when the most significant rewards and risks have been transferred to the buyer and provided the income can be measured reliably and payment is expected to be received. Revenue is measured at fair value of the agreed consideration exclusive of VAT and taxes charged on behalf of third parties. All discounts and rebates granted are recognised in revenue. The items revenue, cost of sales and external expenses have been aggregated into one item in the income statement called gross margin in accordance with section 32 of the Danish Financial Statements Act. Other external expenses include expenses relating to the company's primary activity held during the year, including disbursement costs, sales, advertising, administration, premises, etc. Staff costs include wages and salaries, including compensated absence and pension to the Company's employees, as well as other social security contributions, etc. The item is net of refunds from public authorities. The item comprises depreciation of property, plant and equipment. The basis of depreciation, which is calculated as cost less any residual value, is depreciated on a straight line basis over the expected useful life. The expected useful lives of the assets are as follows: Other fixtures and fittings, tools and equipment 3 years Financial income and expenses are recognised in the income statements at the amounts that concern the financial year. Net financials include interest income and expenses as well as allowances and surcharges under the advance-payment-of-tax scheme, etc. Tax for the year includes current tax on the year's expected taxable income and the year's deferred tax adjustments. The portion of the tax for the year that relates to the profit/loss for the year is recognised in the income statement, whereas the portion that relates to transactions taken to equity is recognised in equity. The entity is jointly taxed with other group entities. The total Danish income tax charge is allocated between profit/loss-making Danish entities in proportion to their taxable income (full absorption). Property, plant and equipment Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses. Cost includes the acquisition price and costs directly related to the acquisition until the time at which the asset is ready for use. Gains or losses are calculated as the difference between the selling price less selling costs and the carrying amount at the date of disposal. Gains and losses from the disposal of property, plant and equipment are recognised in the income statement as other operating income or other operating expenses. Receivables are measured at amortised cost. An impairment loss is recognised if there is objective evidence that a receivable or a group of receivables is impaired. If there is objective evidence that an individual receivable has been impaired, an impairment loss is recognised on an individual basis. Prepayments recognised under "Assets" comprise prepaid expenses regarding subsequent financial reporting years. Cash and cash equivalents comprise bank deposits. Current tax payables and receivables are recognised in the balance sheet as the estimated income tax charge for the year, adjusted for prior-year taxes and tax paid on account. Deferred tax is measured according to the liability method on all temporary differences between the carrying amount and the tax base of assets and liabilities. However, deferred tax is not recognised on temporary differences relating to goodwill which is not deductible for tax purposes and on office premises and other items where temporary differences, apart from business combinations, arise at the date of acquisition without affecting either profit/loss for the year or taxable income. Where alternative tax rules can be applied to determine the tax base, deferred tax is measured based on Management's intended use of the asset or settlement of the liability, respectively. Deferred tax is measured according to the tax rules and at the tax rates applicable at the balance sheet date when the deferred tax is expected to crystallise as current tax. Deferred tax assets are recognised at the expected value of their utilisation; either as a set-off against tax on future income or as a set-off against deferred tax liabilities in the same legal tax entity. Changes in deferred tax due to changes in the tax rate are recognised in the income statement. Other payables Other payables are measured at net realisable value. Deferred income Deferred income recognised as a liability comprises payments received concerning income in subsequent financial reporting years. As mentioned in the management's review, the company is subject to the capital loss rules in section 119 of the Danish Companies Act and reference is made to management's review. Of the long-term liabilities, DKK 0 falls due for payment after more than 5 years after the balance sheet date. Contingent liabilities The company is part of the joint taxation with Trapeze Group Europe Holding A/S. The company is jointly and severally liable with the jointly taxed companies for corporate taxes, withholding taxes, residual taxes, surcharges and interest. Rent and leasing obligations comprise rent commitments totaling 200 t.kr. In non-contractual leases with a remaining contract period of 8 months. The company has tax loss carry-forwards totalling DKK 1,1709,942. The nominal value thereof is 22%, totalling DKK 376,187. The amount has not been recognised in the balance sheet due to the uncertainty as to application of the tax losses. The Company has not provided any security or other collateral in assets at 31 December 2018. Information about consolidated financial statements Parent Domicile Requisitioning of the parent company's consolidated financial statements Constellation Software Inc. Canada 20 Adelaide Street East, Toronto, ON M5C 2T6, Canada 29800863 2018-01-01 2018-12-31 29800863 2017-01-01 2017-12-31 29800863 2017-12-31 29800863 2018-12-31 29800863 2018-01-01 2018-12-31 1 29800863 2018-01-01 2018-12-31 2 29800863 2018-01-01 2018-12-31 3 29800863 2018-01-01 2018-12-31 1 29800863 2018-01-01 2018-12-31 1 29800863 2018-01-01 2018-12-31 e:RetainedEarningsMember 29800863 2017-01-01 2017-12-31 e:RetainedEarningsMember 29800863 2018-01-01 e:FixturesFittingsToolsAndEquipmentMember 29800863 2018-01-01 2018-12-31 e:FixturesFittingsToolsAndEquipmentMember 29800863 2018-12-31 e:FixturesFittingsToolsAndEquipmentMember 29800863 2018-01-01 e:ContributedCapitalMember 29800863 2018-12-31 e:ContributedCapitalMember 29800863 2018-01-01 e:RetainedEarningsMember 29800863 2018-01-01 2018-12-31 e:RetainedEarningsMember 29800863 2018-12-31 e:RetainedEarningsMember iso4217:DKK xbrli:pure