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Your world | Our world

annual report

2011


Financial key figures Total assets in 2011

200,450 Total number of employees (FTEs)

1,628

Net sales (x €1,000)

196,684 Net sales by solution

6%

EBITAE ( x €1,000)

19,756

18%

Consulting

ICT Services

27% Software-related services

49% Software

Net sales by market

Professionals / staff ratio

Net sales

6% 5%4% 12% 45%

14% 51% 49%

28%

86%

ICT and communication

Non-recurring

Staff

Consumer market

Recurring

Professionals

Financial services Government Healthcare Industry / industrial


2011

2010

2009

2008

196,684

161,714

154,213

66,528

31,105

25,052

23,388

11,469

16%

15%

15%

17%

19,756

16,826

17,198

9,903

10%

10%

11%

15%

31-12-2011

31-12-2010

01-01-2010

200,450

162,430

170,179

44,732

34,663

26,823

9,472

7,019

5,950

118,156

89,295

91,486

Keyfigures profit and loss account Net sales (x €1.000) EBITDAE % EBITAE %

Keyfigures balance sheet Total assets Group equity Tangible fixed assets Intangible fixed assets

Totaal number of employees (FTEs)

Net sales and EBITAE (x €1.000)

829

2008

2008

66,528

1,443

2009

9,903

1,487

2010

1,628

2011

2009

2010

2011

154,213 17,198

Staff turnover (FTEs)

161,714 16,826

1,487

196,684 19,756

437 -296 1,628

Net sales

Number of FTEs at 31-12-2010

Outflow

EBITAE

Number of FTEs at 31-12-2011

Inflow


Your world  |  Our world The theme of this annual report is reflected in a series of photos of projects involving the TSS companies. Click on the QR codes pictured to view a specially created video featuring an interview about the project. If you do not have a QR code scanner on your smartphone or tablet, you can download it free of charge from the App Store (Apple) or Play Store (Android).

6  MijnGezondheid.net

12  uCAN Intelligent Automotive

18  iCaress and iQuarant

24  Integration of Tax Information Point and Contact Centre

30  C1000 Test & Pilot

36  CareCTRL

100  Integrated Case Evaluation Support System

102  Mobility Platform

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Contents

4

The world of TSS

8 TSS Profile

11 Preface 14 Report from the Managing Board of Directors

26 28 32 34

Corporate Social Responsibility (CSR) Human Resources Corporate governance Report from the Supervisory Board 

38 TSS Anticipating solutions

39 40 41 42 43 44 45 46

48 49 50 52 53 54 88 88 89 90 91 97 98

PSYGIS Quarant: from innovation to a new standard Pharmaceutical interventions: proven added value Test recommendation for the City of Almere Municipal cooperation with CiVision WIZ Wezuki: the right contact in the right place Actuera Software Factory: long-term partnership with Yonder First-class service at ABN AMRO Mortgages Close to the customer and always up to date

47 Annual Report Consolidated income statement for the year ended 31 December 2011 Consolidated statement of comprehensive income Consolidated statement of financial position as at 31 December 2011 Consolidated statement of changes in equity Consolidated statement of cash flows for the year ended 31 December 2011 Notes to the consolidated financial statements Company income statement as at 31 December 2011 Statement of comprehensive income Company statement of financial position as at 31 December 2011 Company statement of changes in equity Notes to the company financial statements Other information Independent auditor’s report

annual report 2011

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The TSS companies serve a large variety of clients, for a diversity of projects that are often established in partnership with peer companies. The TSS world is reflected in a selection of projects and clients.

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annual report 2011

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DIRECT MijnGezondheid.net Patient portal for medication services Partnership between pharmacists and GPs to ensure the safest possible medication

Apotheek Avereest | PharmaPartners

6


CONTACT annual report 2011

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TSS Profile With approximately 1,800 employees and thirteen branches, Total Specific Solutions (TSS) is one of the largest non-listed IT companies in the Netherlands providing business software and related services. The TSS companies are specialised IT companies focusing on a specific expertise or a specific segment of the industry.

Anticipating

Solutions

TSS is engaged in developing solutions with its clients’ customers in mind, thereby anticipating market demand.

TSS is a single company with a shared market vision that is fully committed to the markets in which its companies operate. The group is headed by the Executive Board, which is composed of the managing directors of the TSS companies, while TSS is managed by the Managing Board of Directors. TSS operates a market-orientated organisational model, with the TSS companies maintaining a high degree of autonomy in all their business operations. The key values ‘committed’, ‘enterprising’ and ‘innovative’ express our shared brand identity.

Total Specific Solutions’ goals ■■

■■ ■■ ■■

■■

Successfully developing the TSS companies through market dynamics Encouraging pooling of resources Facilitating enterprise Ensuring unity in diversity, enterprise and quality Aiming for the highest level of professionalism

Based on these goals, TSS helps its companies to quickly respond to trends and developments in their markets, link them with state-of-the-art,

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future-proof technologies, and translate this into specific software solutions and services in a pro­active, dynamic way. This allows TSS companies to let their clients achieve success in a rapidly changing world.

Company structure TSS integrates two types of companies: ■■ IT specialists engaged in developing and integrating ‘technology push’ systems and solutions: – Everest – KZA – TASS – Yonder ■■ Market specialists that respond to current needs in specific markets (based on market pull), for organisations where IT is vital to the primary process. – PinkRoccade Local Government (local government market) – PinkRoccade Healthcare (healthcare market) – PharmaPartners (healthcare market) – Co-maker(leasing market) – Everest (financial and government markets) This means TSS both provides high-quality IT services and has a keen understanding of specific markets and the needs and requirements of our clients and their customers. Through partnerships based on market trends, TSS combines a broad, high-quality IT specialisation with in-depth knowledge of markets and customers.


TSS’ Vision Statement Anticipating continuous change creates winners.

TSS’ Mission Statement As the leading expert in our field, we help boost our clients’ business with future-orientated ­solutions.

TSS Governance model

TSS’ goal As a leading IT company specialising in business software and related services, we and our clients seize opportunities by identifying them at an early stage and providing specific solutions.

TSS Supervisory Board

Core values

TSS Managing Board of Directors

Committed We are fully committed to achieving the desired result. Our dedication shows that we build longterm relationships with our clients, our employees and society as a whole. This ‘whatever-it-takes’ attitude means we are only satisfied with best-inclass solutions for our clients.

TSS Executive Board

TSS portfolio holders

PharmaPartners

TSS

TSS companies

Quality & Risk

Everest

M&A

Co-maker

Finance

Yonder

Innovation

KZA

MD & Cooperation

TASS

HR

PinkRoccade Local Government

We are enterprising and assume responsibility for our initiatives. Our sense of enterprise is also expressed through our focus on relationships and our perseverance and practical approach.

Sales

PinkRoccade Healthcare

Marketing & Communications

Enterprising

Innovative We aim to remain the leading expert in our field, and view knowledge as a natural basis for future success. Because we need to be able to anticipate trends early, we always keep our eye on the future and are always prepared for the next big thing. This enables us to help clients achieve their goal of responding to their customers’ needs and requirements.

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Innovation & Training Unwanted turnover Absenteeism Number of hours of training per FTE Research & Development

Internal processes Staff costs/total costs Staff FTEs/total number of FTEs Revenue from top ten clients Marketing and Sales expenditure Employability Productivity Overhead Gross margin

Client Client satisfaction EBITAE

Financial Revenue growth EBITAE Revenue growth per FTE

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TSS Balanced Scorecard As a high-performance organisation, TSS uses the Balanced Scorecard as a control tool. The Balanced Scorecard provides a balanced opinion on the performance achieved. For example, while a high profit margin is important in terms of innovation, it must not affect client satisfaction and employee training and development. Then again, a high level of client satisfaction increases profit margins. The Balanced Scorecard integrates the Key Performance Indicators set by TSS for its long-term targets – they are grouped into the following categories: Financial, Client, Innovation & Training, and Internal Processes.

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Preface The IT industry has been affected by recent economic trends, and all the markets in which we operate have experienced this impact. This makes it all the more remarkable that TSS was able to sustain growth in 2011. Our new management structure and strategy are bearing fruit, with across-the-board revenue growth and an increase in the number of projects at all of our companies. The TSS companies began working more closely together in 2011, while maintaining their separate marketing strategies and expertise development. Common issues, such as human resources, innovation, and quality, were further enhanced under the supervision of the TSS Executive Board. Our close-knit organisation and direct lines of communication show our clients that our commitment to them extends beyond the individual TSS company to the TSS organisation as a whole. However, a company’s performance cannot be expressed in financial terms alone: the role it plays in the community at large is important as well, which is why we have started reporting on our Corporate Social Responsibility (CSR) initiatives. The theme of this annual report, ‘Your World | Our World’, reflects the TSS motto, ‘Anticipating Solutions: we develop innovative solutions that enhance clients’ performance’. Many of these solutions are created in association or in partnership with our clients, where the partners work in their own physical environment but are committed to the same goal. With the many exciting technological opportunities available – and continuing to emerge at a rapid pace – we recognise that there is much to be gained in the coming years.

Robin van Poelje – CEO

Matthieu van Amerongen – CFO

annual report 2011

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BETTER uCAN Intelligent Automotive Universal vehicle data registration system Longer vehicle life and more responsible driving behaviour

TASS technology solutions | Beijer automotive

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DRIVING annual report 2011

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Report from the Managing Board of Directors CEO Robin van Poelje and CFO Matthieu van Amerongen make up the Managing Board of Directors of TSS. Robin van Poelje (39)

Robin van Poelje joined the Managing Board of Directors on 1 January 2010 and has served as CEO since May of that year. He was employed at Strikwerda Investments, the investment company behind TSS, where he was actively involved in establishing TSS, the acquisition of the companies, and management.

6% growth 14

Matthieu van Amerongen (43)

Prior to becoming TSS’s Chief Financial Officer in early 2007, Matthieu van Amerongen gained extensive experience in finance, consultancy and operational management. Before joining TSS, Van Amerongen served as an Executive of Accenture and Arthur Andersen for many years.

Strategy realised The plans outlined by the company in 2010 were implemented in 2011, with TSS having successfully established its new management structure. The Executive Board, in which the managing directors of the various TSS companies are represented, has been serving effectively as a management model and will help TSS to continue building a strong company that combines high-quality IT with specialist market expertise. TSS became a more dynamic company in 2011, with the various companies connecting with each other more easily and benefiting from each other’s strengths. As a result, our companies are even better able to serve their clients effectively.

Growth despite tough economy As for most industries, 2011 was a challenging year for the IT sector, with a market that was generally uncertain in terms of new investment due to the troubled economy. Nevertheless, TSS managed to achieve around 6% organic growth last year: the focus on specific markets and innovative IT development, coupled with closer cooperation between the TSS companies, has proved to be a successful strategy.


Liquidity

27 .5 million ebitAE

10 percent

Focus areas

Results for 2011

TSS focuses on healthcare, IT and communications, finance, government, and automotive leasing.

Financial results

Healthcare remained a growth market for TSS in 2011. Innovative IT solutions were mainly in line with the trend of assigning more responsibility to patients, who are increasingly in control of healthcare services. Healthcare providers, for their part, can work on an increasingly flexible basis thanks to easier access to patient records.

2011 was a solid year financially, despite the tough economy, with across-the-board revenue growth and an increase in the number of projects at all companies. Like-for-like revenue was €196.7 million – 5.6% higher than in 2010. The company achieved its goal of realising EBITAE of more than 10%, namely 10%.

The integrated management of business operations is a challenge against the background of a growing demand for healthcare and a government that is set to continue its austerity drive. For many issues, IT appears to be the key to possible solutions, which will drive future growth in the healthcare market. TSS also achieved solid growth in the ICT and communications market, particularly in embedded software. Finance was a tough market in 2011, with emerging trends including customer interaction, mobile communications and process management. There were some delays in investment in finance this year, prompted by international financial and economic trends.

In 2011, we incurred a number of nonrecurring expenses (exceptionals) related to the acquisitions completed in 2011. This amount totalled €3.8 million. TSS ended the year in good financial shape, with a cash balance of nearly €27.5 million and a net debt/EBITDAE factor at financial institutions of 0.5. Both indicators show a significant improvement over the previous year. TSS maintains a solid foundation by spreading its revenue across various markets, with 51% of the revenue being recurring. As the company maintains a very extensive clientele, it has a very low level of client dependency. This gives us the stability and financial strength we need to perform effectively.

Innovation and quality The government market was stable; one trend was for more work to be completed for the same budget. The automotive leasing market began providing more comprehensive mobility services and focusing more on the driver. This was driven by innovation in technology – a trend on which TSS focused strongly in 2011.

Innovation is inherent to the services provided by all TSS companies. The various companies have recently begun collaborating on innovation projects, and in early 2012 we will be giving a number of company seminars as well as building TSS communities based on shared innovation initiatives. When it comes to innovation, a company-wide expert group develops and encourages the use of practical parameters for all TSS companies.

annual report 2011

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Reputation programme since 2010

TSS is becoming an ‘attitude brand’ based on the key values of commitment, enterprise and innovation. In line with this identity, we launched a reputation programme in 2010 (ongoing), which charts the company’s quality through internal and external research, based on the following seven reputation drivers: 1 Products & Services 2 Innovation 3 Working climate 4 Governance 5 Corporate citizenship 6 Leadership 7 Financial performance

for markets such as, for example, the mobility market. In early 2012, a Chief Marketing Officer joined the company with the objective of further developing and expanding the market.

Marketing and Sales

The group acquired two companies in 2011. PharmaPartners, a market company with a leading position in primary healthcare, was incorporated into TSS on 11 January 2011. On 29 August 2011, Planconsult became part of PinkRoccade Local Government, which consolidated our market position in the government sector.

Marketing and Sales were affected by the new cooperation model, which can be summed up as ‘more unity in diversity’. In March 2011, TSS and the TSS companies switched to a standardised visual identity, with sub-labels for each individual company. TSS has launched a number of initiatives to strengthen ties within the company. We are building a TSS community through internal competitions such as ‘Will you manage our success?’ Using best practices for each individual TSS company, we share knowledge which we use in sales projects. Client experiences are now also systematically shared beyond the individual companies, including through a sales-meet-sales event scheduled for 2012. These activities have resulted in increased cooperation between TSS companies in completing and acquiring new projects. However, based on our ‘Anticipating Solutions’ vision, we are also collaborating in order to provide innovative solutions to our clients, ranging from cloud solutions to jointly developed product solutions

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Finance and acquisition Starting with this annual report, TSS complies with International Financial Reporting Standards (IFRS). The figures were adjusted effective 1 January following the conversion to IFRS. Other quality-improvement tools we implemented in 2011 included the TSS Balanced Scorecard, integrated financial management, and more stringent interim audits.

Employees and development One of the factors that makes a company stand out is the quality of its people, and since its inception TSS has aimed to foster a work environment that provides plenty of opportunities for development, as well as maintaining a focus on professionalism. TSS employees have aboveaverage qualifications, and the company provides them with the opportunities they need to develop their individual talents. In 2011, the company also integrated its HR operations in order to ensure that TSS becomes an Employer of Choice in the IT industry. Through a management development programme, TSS is developing a comprehensive, consistent management style for the company as a whole,


at all levels of the organisation. This allows people to develop their talent, improves employee retention and increases the company’s appeal to new talent.

Corporate Social Responsibility (CSR)

Outlook

200 million Investing e-government

Sustainability and client confidence go hand in hand: clients rely on a sustainable, socially responsible and enterprising partner, while the TSS companies are encouraged to exercise corporate citizenship.

Outlook The outlook for 2012 is relatively favourable, with TSS expecting modest revenue growth to over €200 million, despite the challenging market. The strong recurring nature of the business provides a solid foundation. In addition, new trends generate continued growth. In recent years we have invested heavily in products, services and new initiatives, including Cloud Computing, e-health, e-government, Business Process Management tools, and ERP 2.0. These investments have begun to bear fruit. We will continue to pursue this investment policy and will continue to capitalise on it in the future.

concrete business advantages. This is our core philosophy. TSS can also make life easier for its clients by assuming risk and responsibility based on, for example, outsourcing and Cloud Computing. The existing revenue models are largely based on related new trends, such as paying per unit of use or monthly contracts. This means TSS’s business models and revenue models are future-proof. The main challenge is to continue anticipating the different trends in business and technology and translate these into value propositions for our clients. We also aim to further raise TSS’s profile and, accordingly, increase our brand awareness. We consider all this part of our day-to-day mission.

The world is changing rapidly, clients and customers are becoming more demanding, and IT companies will need to prove their added value more than ever before. TSS expects the IT industry to change significantly, which has been the basis of its operations since the company was established. We are well positioned based on our strong market presence, knowledge of our field, and product portfolio. Our technical expertise allows us to translate clients’ current and future requirements into specific solutions that provide clients with

annual report 2011

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EASY

iCaress and iQuarant Two technological innovations for homecare and mental health care Smartphone access to patient data anywhere

Yonder | PinkRoccade Healthcare

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ACCESS

annual report 2011

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Executive Board

Business trends and developments

Robin van Poelje (CEO)

Executive Board

directs TSS

Matthieu van Amerongen (CFO)

Co-maker

Abdeluheb Choho (CMO)

Focusing on the leasing market, Co-maker provides software solutions for automotive leasing, financing, and rental. The mobility market is a dynamic one: leasing companies are expanding their playing field from lease-car services to mobility needs in a broader sense. Other trends include internationalisation and the shift from business-to-business to business-to-consumer services, which involves a further growing demand for customised services. In 2011, Co-maker responded to these trends by developing the Mobility Platform, which is used by leasing companies to enable their customers to choose from a variety of mobility services, including car rental and public transport. For this particular development, we worked closely with our sister company Everest. In addition, we launched LeaseCTRL, a SAP-based software solution (ERP 2.0) designed to effectively streamline supporting organisational processes for the Dutch and international markets.

Kees Buisman, Managing Director of Everest Over a 10-year period, Everest founder Kees Buisman held a variety of positions at Bolesian, including as Chief Operating Officer and Managing Director. Ton Hafkamp, Managing Director of PinkRoccade Healthcare. Having joined PinkRoccade (operating under a different name at the time) in 1992, Ton has held several management positions at the company since 2004. Carlos Hagenaars, Managing Director of Co-maker Prior to joining Co-maker, Carlos worked at various leading international software companies, where he was responsible for product launches and development teams. Ronald Kasteel, Managing Director of KZA Ronald previously held various management positions at Ordina, including as CEO.

Mobility Platform

Han Knooren, Managing Director of PinkRoccade Local Government Han used to be co-owner and Managing Director of Yuki, as well as holding various management positions at McKesson. Edwin Manten, Managing Director of TASS

The outlook for 2012 is positive: Co-maker has renewed three major application management contracts, while its Mobility Platform will be implemented in 2012. In October 2011, the company organised the information event ‘Innovation in the Leasing Industry’, and this year’s edition is scheduled for March 2012.

Edwin previously served as director of Imtech Technical Systems and business unit manager at Ordina Technical

Everest

Automation and High Tech Automation.

Everest operates in the market for ICT solutions for the financial services industry and the central government. The impact of social media is growing rapidly, and banks and insurance companies are increasingly using these media as an integrated part of their business operations. This improves transparency, reduces marketing expenses, and facilitates improved, interactive customer services. Consumers demand increasingly personalised

Robi Nederlof, Director of PharmaPartners Managing Director of PharmaPartners since 1989, Robi earned his MBA and Master’s in Business Informatics from Erasmus University Rotterdam. Ramon Zanders, Managing Director of Yonder Ramon, who has a strong background in the services industry and outsourcing, previously served as Consulting Director at SAP Nederland.

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Social

innovation

information and types of mobile services, such as access to bank accounts and mobile payments. Technological innovations drive banks to analyse their organisational and business processes and adjust them to the pace required – i.e. rapid social innovation, one of the areas on which Everest focuses. In 2010, Everest consolidated its position in the mortgage market. In order to tailor its own organisation to accommodate the new market trends, the Everest 3.0 project was launched in 2011. A number of trends will become talking points in the government market in 2012: further digitisation, for example involving the increased use of the iPad, civic participation through community building, and greater use of clouds as part of document management systems.

KZA

160,000

users Service focus

7.8

IT is becoming increasingly vital to organisations’ success, which also means an increasingly important role for Quality Assurance & Testing in IT, the field in which KZA operates. In 2011, this was evident in particular in security, which prompted KZA to develop Security Testing, through penetration tests on websites and infrastructure, among other methods. KZA has also acquired a great deal of expertise in both process organisation and testing in an agile environment. All KZA employees have been certified since 2011; the team includes five CTALcertified test professionals, which is higher than average. Another highlight for the company is the high scores we receive from our clients: KZA’s clients gave the KZA professionals’ expertise and quality a score of 7.7 and service focus a score of 7.8. This is in line with the consistent level of project satisfaction measured for each project. Once again in 2011, KZA enabled many organisations to optimise their testing processes, including

the Port of Rotterdam, supermarket chain C1000, and the Directorate-General for Public Works and Water Management (Rijkswaterstaat). In autumn 2011, Ronald Kasteel, former CEO of Ordina, took over as CEO of KZA. He succeeded Aldo Veenstra, who left the company on 1 March 2012.

PharmaPartners A hot-button issue in the Dutch healthcare industry in 2011 was the national electronic patient file. In April, the Dutch Senate voted unanimously against the proposal, and in order to salvage the National Switch Point (which cost €300 million to develop), a number of umbrella organisations in the healthcare industry took the lead in allowing their members to continue the national infrastructure privately. In mid-December, health providers and insurance companies agreed the financing terms, which officially marked the new start of the project. One of the milestones of 2011 was the connection of the PharmaPartners information systems to the national Electronic Patient File. In 2011, HI-Systems, a subsidiary of PharmaPartners, contracted six hospitals for Klinicom, the electronic prescription and administration registration system for medical specialists. The company signed contracts with a number of major healthcare providers, including Zorggroep Almere for the MijnGezondheid.net patient portal, with a total of 160,000 users. A number of market trends will become extremely relevant to the growth of PharmaPartners in the coming years. In 2012, the Dutch pharmaceutical industry will begin using a system of performance descriptions and unregulated pricing. This will result in differentiated concepts for the distribution of medications and pharmaceutical patient care. General practitioner care and other primary care

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are shifting their focus from healthcare and illness to health and behaviour, with the results achieved serving as the basis for funding. In the hospital industry, funding with fixed government budgets will be replaced by performancebased pay in 2012. In addition, hospitals will sign contracts with health insurance companies for more than two thirds of all treatments.

Affordable

care

Improved

services

22

PinkRoccade Healthcare The greatest challenges facing the healthcare industry today are keeping healthcare affordable and making the strategic decisions necessary to ensure continuity. Improving efficiency in the workplace and reducing process costs are key factors in meeting these challenges, and the use of new technologies should facilitate this. PinkRoccade Healthcare, the leading IT company operating in the healthcare sector, currently maintains an extensive portfolio of propositions. New strategic products (and updates for these products) were launched in the past year, including, most notably, Quarant, Caress, CareCTRL, TWIN / BI and MyHealthOnline. In the hospital market, Chipsoft’s health information system CS-EZIS is widely used, and PinkRoccade Healthcare is responsible for independently managing this system. Technical application management has been added to the range of services. Customers increasingly request local cloud propositions, always combined with identifiable, easily available support. Highlights of 2011 included being awarded contracts from the Academic Medical Center (ERP 2.0) and Vereniging EPD GGZ (the EPD [electronic patient file] Reference Model). In the healthcare market, PinkRoccade Healthcare focuses especially on care for the disabled in addition to care for the elderly (including treatment, care and homecare).

PinkRoccade Local Government Local governments are dealing with rising expectations from the central government and the public regarding the performance of its duties, while available budgets are either compromised or declining. As a result, municipal authorities are increasingly focusing on their key duties and actively pursuing partnerships with other parties. Municipal governments regard IT as a key tool in meeting the need for cost savings, while they also have a great need to reduce their workload. At the same time, they are assessing the need for each investment – along with its payback period – more critically. In light of these market trends, PinkRoccade Local Government has invested in the Pink Private Cloud solution. This service allows municipal governments to transfer their core applications to the PinkRoccade Local Government data centre, resulting in administrative cost savings in IT. An additional investment involved a cooperation model for municipal taxes. Besides improving services to municipal governments and the public, this also provides a basis for continued growth. PinkRoccade Local Government’s fast-growing Social Affairs division has launched a Business Process Outsourcing operation to perform administrative duties regarded by municipal authorities as non-strategic. In 2011, PinkRoccade Local Government critically assessed its internal cost structure and subsequently implemented the necessary cost-saving measures, in line with the market trends described. The company implemented a company-wide information system providing full and integrated customer profiles and more efficient business operations. In a key strategic change, the company strengthened its Social Affairs department through the acquisition of Planconsult.


Around fifty municipal governments have since migrated to CiVision Wiz, an advanced, integrated platform. PinkRoccade Local Government will increase investment in the immediate future, particularly in upgrading the municipal personal records database, the Social Affairs department (i.e. Employment, Income, Healthcare and Education) and the Tax Suite (especially with regard to partnerships). It will also be working more closely with current partners Yonder, Everest and KZA.

TASS TASS has further integrated the operations of the Dutch and Belgian sites into a Benelux organisation.

New market

orientation

their clients’ customers. A large number of TSS companies have been working with Yonder in ­software development. In addition, Yonder is assisting its clients in applying the latest technological trends to their portfolios, so that they can continue to innovate and anticipate the future needs and developments of their own customers. In 2011, Yonder developed a roadmap in conjunction with several strategic partners – this gives its clients the flexibility they need to focus on their core business, while allowing Yonder to deliver added value as an innovative strategic partner.

In 2011, the company worked on developing uCAN, an innovative application that makes vehicle usage data available online to fleet managers. Application development, particularly mobile applications, experienced growth in 2011, allowing the company to strengthen its position with clients such as ASML and Philips. The company also made some internal investments, including in the continued development and management of technical competencies and market and domain expertise. A version of uCAN for the automotive market is scheduled to be launched in 2012. Key focus areas for 2012 include internal and external communications and application development, including in the healthcare and treatment markets. TASS has also been exploring new markets, such as healthcare and mobile applications.

Innovation and

anticipation

Yonder In 2011, software companies continued the trend of outsourcing their software development. Yonder makes life easier for its clients by providing near-shoring services, allowing them to focus on the fast-changing demands of their clients and

annual report 2011 23


FASTER AN Integration of Tax Information Point and Customer Contact Centre Users can complete entire tax process online Dramatically reduced number of peaks in Veere’s municipal services

Veere Municipal Authority | PinkRoccade Local Government

24


ND EASIER annual report 2011 25


Corporate Social Responsibility (CSR) Sustainability and client confidence go hand in hand: TSS is inherently driven to conduct sustainable, socially responsible business, in accordance with our clients’ and employees’ expectations. Each of the TSS companies exercises corporate citizenship in its own way. In 2011, the CSR initiatives of the TSS companies were focused on supporting charitable causes.

■■

■■

Support of charitable causes ■■

■■

Corporate citizenship

26

■■

Co-maker supports Wheel of Energy365, an initiative of Stichting Marathon365 to help create a world in which cancer is no longer life-threatening. Everest sponsors Stichting LEF (Leven En Financiën – ‘Life and Finance’), an organisation dedicated to teaching students how to handle money more sensibly. The organisation offers classes at regional education centres, taught by financial professionals. Since 2010, KZA has been working closely with Sherpa, an organisation that provides professional health services and support to people with disabilities. The partnership involves frequent volunteer work on the part of KZA. KZA’s external meetings are held at Sherpa’s offices. KZA also collects old mobile phones for AAP Sanctuary for Exotic Animals and makes an annual donation to the Dutch Cancer Society.

■■

■■

PharmaPartners made a donation to Doctors without Borders to support them in their fight against hunger and malnutrition in Somalia. PinkRoccade Healthcare supports Stichting Steunfonds Kyoga and the Dutch Neuro­ muscular Diseases Association. Additionally, in 2011 the company raised funds for Pink Ribbon and the Mariposa-Peru Foundation. Pink¬Roccade Healthcare organises an annual sports event where participants – both clients and non-clients – can have others sponsor their sporting performance. The company also raised funds through the sale of discarded equipment through auctions and raffles. PinkRoccade Local Government supports Stichting KiKa in its battle against child cancer. It also supported the Duchenne Parent Project, a foundation dedicated to assisting parents of children with Duchennes muscular dystrophy. The highlight for 2011 was the ‘Pink voor Rett’ campaign: a stationary bike race organised by the company to raise money for Stichting Terre. Employees of other TSS companies were involved as well. The Terre Foundation is committed to supporting children with Rett syndrome, a serious development disorder of the nervous system. TASS organised various fundraising campaigns to support projects in Romania and the Go for Africa Foundation, which cooperates with


Go for

Africa ■■

small rural hospitals and schools in Gambia, Senegal and Mauritania, and is involved in projects related to HIV, AIDS, malaria prevention and other health-related issues. The company also donated clothing to Stichting Plons, an organisation that gives people with disabilities the opportunity to go on sailing trips. Yonder is committed to supporting small-scale local initiatives in Romania – these initiatives are established either based on a professional interest on Yonder’s part or because they serve a humanitarian purpose. For 2012, Yonder is involved in initiatives to help disadvantaged youths towards a promising future.

Energy and the environment

Electric

lease car

Energy and environmental measures are implemented mainly when a company moves to a new location, as was the case with KZA in 2011. A variety of environmentally friendly products were used in designing the new building. In addition, the printing facilities have been reduced dramatically. Co-maker has implemented a number of environmental and energy measures, including the use of electric lease cars, motion light sensors, and waste segregation. PharmaPartners and PinkRoccade both currently operate ‘green’ data centres, having reduced power consumption in the server park by nearly 50%.

Other activities In 2011, PinkRoccade Healthcare organised various TLC care activities, where clients’ patients were the focus of attention and received ‘tender loving care’ (TLC). Preparations were also made to certify PinkRoccade Healthcare in the CSR domain.

annual report 2011

27


Human Resources graduates

Professionalism

per cent

Procedures

95 28

The TSS companies employ expert, driven and committed specialists. The level of education at TSS is extremely high, with 95 per cent of employees having a Bachelor’s or Master’s degree. These professionals turn technology into business while also meeting the demand from the business with technology, supported by staff and sister companies.

The company’s procedures are geared to the specific area of expertise in which they operate. The TSS companies assign high levels of responsibility lower down in the organisation, thereby giving employees the opportunity to develop and feel safe and give them the drive to perform to the best of their ability. The small management, shared quality standards and shared core values are all in line with this approach. Accordingly, TSS is one of the most attractive employers for people with a passion for business and IT.


Personal development

1,751 employees

2.6 per cent

HR policy Each of the TSS companies pursues an HR policy that is best adapted to their area of focus, with each company maintaining its own works council. Due to the specific nature of each company and each field, there is no central works council in place. The works councils are consulted on a variety of issues affecting the companies.

Personal development The TSS companies are organisations that reflect the spirit of their markets, where each market has its own distinct pace and dynamic. The interrelation between IT and business creates a work environment that inspires and challenges people. Within this environment, employees are given opportunities to develop and work towards their personal goals, in line with the organisation’s objectives. TSS is committed to personal development, as this allows the company to continue to excel.

Developments in 2011 At year-end 2011, TSS employed a total of 1,751 people (1,628 FTEs), of which 1,375 were male and 376 were female (representing a male-female ratio of 78.5: 21.5). A total of 86.5% of employees were professionals, while 13.5% represented support staff. The number of employees increased by 11% compared to 2010. In 2011, the average sickness absence rate was 2.6% (compared to 2.8% in 2010. Employees had an average age of 40.8. An employee survey reveals that employees gave their work environment a score of 7.2.

annual report 2011 29


TESTED AS C1000 Test & Pilot Continuously testing changes in the C1000 IT systems to ensure that any change is an improvement

C1000 | KZA

30


EXCELLENT annual report 2011

31


Corporate governance Executive Board

directs strategy

The TSS board is a two-tier board composed of the Supervisory Board and the Managing Board of Directors. The members of the Managing Board of Directors, which consists of two or more directors, is appointed, dismissed and suspended by the Annual General Meeting of Shareholders. The Supervisory Board is also authorised to suspend members of the Managing Board of Directors. The Annual General Meeting of Shareholders determines the remuneration and other terms of employment of the Managing Board of Directors.

has their own area of focus, with the Board determining the division of duties. TSS established an Executive Board in 2010, which, besides the members of the Managing Board of Directors, includes the managing directors of all of the operating companies. Although it is not a statutory body, the Executive Board implements TSS’s strategy. The company has drafted regulations that set out the goal, procedures and decision-making process in the Executive Board.

The Managing Board of Directors represents the company; two directors (who act jointly) are authorised to represent the Board. The Managing Board of Directors is authorised, notwithstanding its own responsibilities, to appoint officers with power of representation and, by granting a power of attorney, assigning the titles and authorities to be determined by the Managing Board of Directors.

The Supervisory Board is responsible for monitoring the policy of the Managing Board of Directors as well as general developments at TSS and the TSS companies. The Supervisory Board, which consists of two or more individuals, also provides advice to the Managing Board of Directors. The Annual General Meeting of Shareholders appoints the members of the Supervisory Board, which meets at the instigation of a supervisory director or the Managing Board of Directors. Any decisions by the Supervisory Board are made by a majority of votes cast.

Within the parameters of the collective duties, each member of the Managing Board of Directors

32

Supervision


Auditor

51% recurring revenue

The Managing Board of Directors appoints the auditor and assigns them to audit the financial statements, which are also prepared by the Managing Board of Directors. The auditor reports to the Managing Board of Directors and the Supervisory Board on the measures it has taken to comply with the professional and statutory requirements to guarantee its independent status in relation to TSS.

Financial reports In 2011, TSS based its financial reports on the conditions of the current provisions of Title 9 Book 2 of the Dutch Civil Code. Starting with these financial statements, TSS complies with IFRS (International Financial Reporting Standards). Each month, the Managing Board of Directors reports the financial results to both the Supervisory Board and the Annual General Meeting of Shareholders. The financial statements are prepared within five months following the end of the financial year, except in the case of an extension. Prior to publication, these financial statements are subsequently discussed with the Supervisory Board in the auditor’s presence. The Annual General Meeting of Shareholders is responsible for preparing the financial statements.

Internal risk management and monitoring systems TSS defines its risk profile in terms of market risk, financial risk and operational risk. Market risk represents the risk of negative shortterm or long-term market trends resulting in significant changes in financial result or capital demands. TSS provides its services and products in a number of markets in which it is a market leader; some of these markets show contrary trends. The number of volume of clients in these markets are diverse. The company has opted for complex, knowledge-intensive markets where the software developed by TSS and the related services are also required during economic downturns. In TSS’s software business, a total of 51% of revenue represents recurring revenue. Financial risk refers mainly to credit risk and liquidity risk. Credit risk is reduced by the large spread of clients (in terms of both size and markets) and an active credit control policy. Liquidity risk is limited by the availability of sufficient funding sources through committed credit facilities. TSS’s strategy is designed to maintain a net debt / EBITDA ratio lower than 3. TSS assesses operational risks by using a clear reporting format and consistent quality standards (including a standardised Business Balance Scorecard), supported by independent external research. In addition, TSS maintains a solid project management system based on detailed reporting systems.

annual report 2011

33


Report

from the Supervisory Board

Unique management

structure

34

The year 2011 was a transitional year for the Supervisory Board, in which the changes introduced in 2010 were to be implemented. A key area of focus was the new management structure and its procedures. In 2010, TSS established an Executive Board, which focuses on the strategy of the group as a whole and in which all TSS companies are represented. This allows us to more effectively implement the principle of ‘unity in diversity’. The Supervisory Board has noted that the new management structure headed by the Managing Board of Directors operates efficiently. The members of the Executive Board are willing and able to look beyond the interests of their individual companies and focus instead on the interests of the group as a whole. This improves the quality of the services to our clients as well as helping TSS to develop as a whole; in addition, it also strengthens the ties between the TSS companies and improves the companies’ access to each other’s expertise. With their focus on technology, companies such as Yonder and Everest improve the performance of the other TSS companies even further. During the current economic downturn, it is reassuring that TSS has been strengthening itself from the inside.

The close cooperation between the companies and the highly qualified staff provide a solid basis in this process. There were frequent communications with the Managing Board of Directors. During meetings with the Board, the following issues were addressed: ■■ Market trends ■■ Corporate governance ■■ Funding structure ■■ Strategy and organisation ■■ Financial statements ■■ New business development policy ■■ Budgets for 2012 In 2011, the Supervisory Board visited PinkRoccade Local Government, PinkRoccade Healthcare, PharmaPartners and Everest, where the boards concerned presented their strategies for the coming years and discussed these with the Supervisory Board. The Supervisory Board would like to thank all our employees for their commitment in the past year: their work drives TSS’s success.


Professor Emeritus L. Koopmans (Chairman)

Stronger connections

Mr Koopmans is an experienced director at both public and private organisations, serving as chairman of the Supervisory Board of Rabobank Nederland, Arriva Nederland and the Siers Group (among other companies), and as CEO of Stichting TBI, the shareholder of TBI Holdings. Mr Koopmans is also a member of the Governing Board of Groningen University Medical Center and a member of the Board of Unilever Trust Office. He used to serve as chairman of the Board of Directors of TBI Holdings, member of the Supervisory Board of NUON and TNO, and director of Algemeen Burgerlijk Pensioenfonds. Through his work for Rabobank and TBI he has gained extensive experience with the decentralised management model used by TSS.

Tax and Customs Administration (Belastingdienst). Previously, he held a variety of positions at PinkRoccade and Getronics PinkRoccade, most recently as Chief Operating Officer. Prior to joining PinkRoccade, Mr Oosterhof worked at Cadans – currently known as UWV (Employee Insurance Agency) – where he was responsible for sales, marketing and IT.

P.P.J.J.M. van Besouw (MA)

Mr Van Besouw has wide experience in the financial services industry and holds positions in a variety of social sectors. His positions include deputy chairman of the Supervisory Board of the Dutch Vehicle Authority, board member of Stichting Cordeans, and member of the Optiver Supervisory Board. Until May 2003, Mr Van Besouw was Chairman of the Board of Directors at NV Bank Nederlandse Gemeenten. G. Oosterhof

Having served as CEO of TSS until May 2010, Mr Oosterhof was subsequently appointed as a member of the Supervisory Board. He has many years of experience in IT and finance at government agencies and companies in the industries in which TSS operates, having been responsible, for example, for reorganising the ICT Centre of the

annual report 2011

35


WORK CareCTRL Connecting and streamlining business processes SAP-certified solution for healthcare

Academic Medical Center | PinkRoccade Healthcare

36


BETTER annual report 2011

37


TSS  Anticipating solutions 2011 was a successful year, in which the eight TSS companies completed and continued many different IT projects, often in partnership with each other. A selection of the year’s highlights.


PSYGIS Quarant: from innovation to a new standard PSYGIS Quarant is PinkRoccade Healthcare’s new electronic patient file, designed especially for the mental healthcare sector. In developing the system, PinkRoccade worked closely with the mental healthcare organisations Altrecht, Reinier van Arkel and Rivierduinen (known in the Netherlands as the ‘Big 3’).

8.8

Following a tendering process, the mental healthcare organisation Vereniging EPD GGZ selected PSYGIS Quarant as a reference model for the electronic patient file. Prior to this selection, eight other mental healthcare institutions had already chosen to implement the system. PinkRoccade Healthcare began delivering the PSYGIS system to Dutch mental healthcare organisations fifteen years ago. During this period, the system was developed to accommodate changes in the mental healthcare sector, evolving from a purely administrative system into an application that truly supports healthcare professionals. When it was decided to radically innovate the technology, it made sense to join forces with other market players, which resulted in the development of PSYGIS Quarant. The system supports health professionals in primary healthcare processes, ensuring they spend only a minimum amount of time on paperwork.

System features ■■ ■■

■■ ■■ ■■

■■

Fast and easy access to related data through information panels Rapid location of the correct information through the intuitive use of filters and groups Fully adjustable user interface Many individually adjustable display options User-friendly look and feel, with the use of graphic design and the most advanced Microsoft technologies Visual integration of external applications

In 2009, the company bid for a tender launched by mental healthcare organisation EPD GGZ. This marked the beginning of an extensive selection process involving twelve suppliers, with PinkRoccade Healthcare ultimately emerging as the winner. Candidates were assessed based on aspects such as user-friendliness, functionality, architecture, security and cost, and with an average score of 8.8, PSYGIS Quarant scored very highly in each of these categories. Vereniging EPD GGZ aimed to select a reference model for the electronic patient file because a) this would allow members to use the system as a reference for their own electronic patient file or opt to implement the reference model itself, and b) it offers IT suppliers greater volume, so that more organisations will choose their system, resulting in greater efficiency for both parties. PinkRoccade Healthcare

annual report 2011 39


Pharmaceutical interventions: proven added value Although the added value of pharmaceutical interventions has been questioned, the thirteen pharmacies involved in the Innovative Pharmaceutical Care test platform are proving the doubters wrong.

Patient compliance

increased by

20% annually

The participating pharmacists use smart IT solutions created by PharmaPartners to optimise their patients’ medication use, while at the same time identifying the clinical, patient-related and economic results of their monitoring process. The pharmacies are partners in the ‘Connecting for Care’ Cooperative, and are involved in reviewing medications, optimising pharmacotherapy through the identification of at-risk patients, supervising post-discharge medication, and monitoring medication prescribed for kidney disorders. For these purposes, they use the Medicatie Monitoring & Optimalisatie (MeMo) feature in the Pharmacom pharmacy information system and the Web-based Pharmacotherapeutic Treatment Plan, both developed by PharmaPartners. Health insurer UVIT is funding the test platform. With a minimum number of pharmaceutical interventions, the cooperative aims to achieve maximum results for patients, healthcare providers and health insurers. Pharmacies use MeMo to screen the total population for optimum pharmacotherapy, intervening only in the event of underuse or overuse. In the test platform, pharmacies use the system to monitor the medication use of osteoporosis patients and people suffering from cardiovascular disease and diabetes.

Minimum number of interventions The numbers say it all: a total of 59,589 UVIT policyholders are registered with the thirteen participating pharmacies. For 9,551 of them, the system identified an irregularity in their use of medication. Once certain categories of patients (e.g. those who have changed address) have been eliminated, less than 20% of the population requires pharmaceutical intervention in the form of a letter, telephone call, or consultation with their GP.

Maximum results Through the secondary prevention of heart disease and cardiovascular disease and more effective use of cholesterol-lowering drugs, the test platform results in annual cost savings of €333,582, with patient compliance increasing by 20%. Among users of osteoporosis medication, patient compliance increased by 15.6%. Scientific research has shown that MeMo is well suited to the system of deregulated rates and services effective for public-sector pharmacists in the Netherlands from 1 January 2012. PharmaPartners

In October 2011, the ‘Connecting for Care’ Cooperative received the FPZ Innovation Award from pharmacists’ organisation KNMP for the test platform.

40


Test recommendation for the City of Almere The City of Almere is about to launch a tender for its IT infrastructure for 2013, including the infrastructure for its DTAP (Develop – Test – Acceptance – Production) environments, for which a test design is to be developed.

The City of Almere sought to identify the issues relevant to procedures related to testing, including the policy framework and strategy, the use of DTA environments, and tools for acceptance during the transition to the supplier to be selected. The results of a scan provide information on the current and required situation with regard to testing, while recommendations are also made for the tender.

Comprehensive overview KZA performed a customised scan based on eight open dialogues with a variety of stakeholders. The subjects of the dialogues were based on current market standards; this approach has helped create a comprehensive overview of the current situation, including recommendations for the future, all of which has proved extremely valuable to the City of Almere.

Future-proof

testing system

The recommendations provided by KZA will affect both the requirements related to environments for the tender and key issues related to the transition and the organisational changes. This ensures that the City of Almere is ready for the future, as well as being able to guarantee the continuity of its services. As a result, services provided to clients are kept up to date, while maintenance remains flexible.

Time schedule

1st month

2nd month

3rd month

Interviews

Interview reports

Final Report & Presentation

KZA

annual report 2011

41


Municipal cooperation with CiVision WIZ Municipal governments are required by law to provide social security benefits to recipients accurately, in full, and in a timely manner.

In early 2006, the municipal governments of Heemstede, Bloemendaal, Bennebroek, Haarlemmerliede and Spaarnwoude decided to cooperate. This resulted in a single Inter-Municipal Department of Social Affairs (Intergemeentelijke Afdeling Sociale Zaken / IASZ), using CiVision Werk Inkomen Zorg (WIZ) as the central system. The Inter-Municipal Department is located in Heemstede.

Accessible storage

Improved service levels

By joining forces, the municipal governments are better able to meet their commitments in providing income, healthcare and resources to the public, based on the use of a seamless IT system in which personal data is easily accessible. The Inter-Municipal Department provides basic benefits, special assistance, reintegration and civic integration services, as well as setting minimum-income policies and being responsible for fulfilling individual needs under the Social Support Act, including wheelchairs and home adaptations for people with disabilities. In establishing the department, the system selected to perform all these tasks was CiVision WIZ, developed by PinkRoccade Local Government / Social Affairs.

Less vulnerable services The main benefit of the municipal partnership is that services have become significantly less vulnerable. The public benefits primarily from continuity of services, so that benefits or provisions are received in time. Employee sickness, for example, is easier to manage without the services being negatively affected, while the partnership also results in substantial cost savings. Since the system was implemented, the Inter-Municipal department and PinkRoccade Local Government / Social Affairs have been working together continuously, with processes being further optimised and day-to-day business operations being supported on a permanent basis.

PinkRoccade Local Government

42


Wezuki: the right contact in the right place Social media are here to stay, and the popularity of smartphones has only made them more pervasive. Virtual communication has become part of everyday life. Number of employees

02

1 Project Manager 2 Senior Designers

Software

Engineers (dedicated)

Time schedule

At the same time, we want to continue meeting each other faceto-face, particularly when it comes to making business deals. Wezuki, an app developed by TASS and Connect2People, provides the best of both worlds, ensuring that at any industry event, attendees spend their time as effectively as possible by meeting the right people.

Event matchmaker Industry events provide opportunities for professionals with the same interests and expertise to meet one another – or do they? In reality, all those potentially useful contacts are often never established – name badges, lists of attendees, networking get-togethers and meet-and-greets notwithstanding. Enter event matchmaker Wezuki, which ensures that the right contacts are established between likeminded professionals in advance, allowing Wezuki subscribers to interact only with those attendees at the event who are relevant to their interests and needs. The service helps potential partners to meet immediately and make deals more efficiently.

Try it out Jun 2011

Jul 2011

Jan 2012

Jul 2012

Initial contact

Contract

Live in App Store

Website to go live

Platforms

IOS

To join wezuki.com, users should log on to the website and create a profile, specifying their personal interests and areas of expertise. Based on these profiles, Wezuki members are then matched together. Companies, exhibition organisers and event managers enter their events as well, including the programme, lectures, and areas of interest. Users can easily register through the company’s website using their personal profiles, after which they are matched with other users. This results in one or more virtual meetings, which are then followed by ‘real-life’ meetings at the event.

Partnership project Wezuki is an initiative of Connect2People, developed and funded in conjunction with TASS. Connect2People selected TASS for the quality of its software development and interactive way of working, with the client and the TASS project team collaborating on the project on a weekly basis. This means the project was implemented completely based on the client’s requirements. The joint investment of Connect2People and TASS has resulted in an agile approach, with 100% functionality being developed during a process that was able to be accelerated by 20%. TASS

annual report 2011 43


Actuera Software Factory: long-term partnership with Yonder The partnership between Actuera and Yonder shows how it’s done: hire a professional team that helps you remain flexible at all times, ensuring you can focus completely on your core business. Number of developers

20 08

01 woman 19 men

of Actuera

of Yonder

More flexible software development

Independent supplier Actuera specialises in comprehensive software solutions for insurance companies, pension funds and pension providers. The company employs around 75 people, 35 of whom are developers. Its product suite, Maia, includes standard software applications for front, mid and back-office use related to group life insurance and pensions. The system is used by major players in the pensions market. Actuera’s success places increasingly high demands on their Software Factory. With major new clients requiring substantial upgrades to the Maia suite that call for a great deal of flexibility, Actuera has entered into a long-term partnership with Yonder. Rather than go the traditional route of outsourcing, the companies have implemented a collaborative sourcing model, the Actuera Software Factory, which includes employees of Actuera and Yonder, who work together in mixed teams.

Teams 05 women 23 men

Actuera does not consider cost savings the main purpose of its partnership with Yonder: its top priority is making software development more flexible in a way that contributes directly to the company’s business goals. One of Actuera’s main requirements is the ability to launch unique products in the market quickly, and Yonder offers them this flexibility. The organisational change this involved was challenging both to Yonder and – possibly even more so – to Actuera. Their employees were used to working as a group in the same space, whereas they now work in distributed, agile teams (i.e. scrum teams). This change process, which began eighteen months ago, is ongoing. A total of 20 of the 35 Actuera developers currently work in the new setup, together with eight of their Yonder counterparts. The partnership has been successful in every way, as well as contributing significantly to the learning curve.

Focus Actuera employees are increasingly focusing on the business side of things, which means that developers increasingly assume the role of designers /architects while Yonder employees focus on technical designs and software development. The Software Factory allows Actuera to be even more dedicated to serving the pensions market.

Yonder

44


First-class service at ABN AMRO Mortgages When customers apply for insurance or a mortgage, a customised quote must be prepared. The more competitive the quote and the quicker it is provided, the more positive the response.

Everest has developed a multi-label, multi-channel platform for ABN AMRO Mortgage Group that complies with the highest service standards. The system, a state-of-the-art front-office platform named United Frontoffice Omgeving (‘United Front-Office Environment’), runs both standalone and integrated applications that operate the different labels (i.e. MoneYou, MNF, Florius and ABN AMRO) based on the requirements. Consumers can apply for a mortgage directly through the website, as well as view their details online.

Support

8.5

A special authorisation feature provides patients with access (through an extranet site) to their clients’ applications and quotes for mortgages and insurance. Bank employees, for their part, receive online support in their operating processes through the intranet – this includes viewing files, performing complex calculations, and documenting checks.

Successful platform The platform was a success as soon as it went live: more than 600 agents registered, and the first STP* quotes could be processed immediately. There are currently more than 6,000 extranet users and more than 40,000 registered online users. Thanks to a number of relatively minor but strategic tweaks to the websites, the conversion rate from calculators to request for quotation increased from 1:60 to 1:15. An external audit resulted in a score of 8.5 for the system, which was built on the Aquima platform.

Conversion rate

1/60

1/60

1/15

* STP: Straight-through Processing, i.e. providing quotes automatically, without any human intervention.

Everest

annual report 2011 45


Close to the customer and always up to date The partnership between Co­maker and Broekhuis Lease has proved to be long-term.

FURVLICLE SEapplication

ement manag

LeaseOffice, the IT system designed for Co-maker leasing companies, will be maintained, updated and improved remotely from now on at fixed intervals. Being significantly more user-friendly, comprehensive application management is set to benefit all Broekhuis Lease employees. LeaseOffice is the comprehensive contract management system for leasing, financing, short-term rental and fleet management. A powerful, flexible and comprehensive software solution for domestic and international companies operating in a competitive market, LeaseOffice provides support for a contract’s full life cycle, from the first interaction with the client up to the settlement of the contract.

Continuously facilitating improvements

70% less capacity needed

in technical management

Co-maker

46

In order to ensure it could focus on its core business, Broekhuis Lease decided to outsource the full functional and technical management of LeaseOffice to Co-maker, in addition to regular maintenance. Co-maker provides these services – which include performing checks and updates as well as continuously facilitating improvements based on factors such as changing client demand – on a regular basis. If Broekhuis Lease requests improvements, either following a proactive recommendation from Co-maker or on its own initiative, these are implemented immediately without any additional charges. Thanks to this partnership model and the excellent coordination between the partners, the optimum use of LeaseOffice is improved in the long term, while the requirements of Broekhuis Lease are translated into specific solutions much more efficiently. Employees can focus on the areas in which Broekhuis Lease excels: operational car leasing with a customer focus. PinkRoccade Healthcare was involved in this project based on its extensive experience with, and expertise in, application management. The application management contract ensures that Broekhuis Lease can always count on a reliable system, the latest features of which are always used as effectively as possible.


Annual Report

48 49 50 52 53 54 88 88 89 90 91 97 98

Consolidated income statement for the year ended 31 December 2011 Consolidated statement of comprehensive income Consolidated statement of financial position as at 31 December 2011 Consolidated statement of changes in equity Consolidated statement of cash flows for the year ended 31 December 2011 Notes to the consolidated financial statements Company income statement as at 31 December 2011 Statement of comprehensive income Company statement of financial position as at 31 December 2011 Company statement of changes in equity Notes to the company financial statements Other information Independent auditor’s report

annual report 2011 47


onsolidated income statement for the year C ended 31 December 2011 2011

2010

Revenue

196,684

161,714

Cost of sales

-22,902

-20,683

Gross profit

173,782

141,031

In thousands of euros 6

7

8

Wages and salaries

-103,597

-88,045

Depreciation

-18,125

-11,786

Other operating expenses

-41,201

-28,573

Result from operating activities

10,859

12,627

990

620

Finance expenses

-3,965

-3,042

Result before tax

7,884

10,205

Income tax expenses

-2,110

-1,916

Result for the year

5,774

8,289

Finance income

9

48


Consolidated statement of comprehensive income

28

In thousands of euros

2011

2010

Result for the year

5,774

8,289

1,102

-

Actuarial gains arising on defined benefit pension schemes Exchange result arising on translation of foreign operations

15

24

Cash flow hedge

29

Income tax relating to components of other comprehensive income

Total comprehensive income for the year

-17

-

243

131

-291

-39

6,811

8,381

Result for the year attributable to: Owners of the parent

4,132

6,711

Non-controlling interest

1,642

1,578

5,774

8,289

Owners of the parent

4,931

6,750

Non-controlling interest

1,880

1,631

6,811

8,381

Total comprehensive income attributable to:

annual report 2011 49


onsolidated statement of financial position C as at 31 December 2011 In thousands of euros

31-12-2011

31-12-2010

01-01-2010

ASSETS 11

12

10

Property, plant and equipment

13

Intangible assets

29

Deferred tax assets

15

Derivative financial assets

16

Loans receivables

Total non-current assets 17

Trade receivables Income taxes

7,019

5,950

89,295

91,486

9,188

8,997

9,641

3

54

121

1,176

1,277

1,134

137,995

106,642

108,332

21,653

23,739

21,030

-

-

731

8,124

3,671

1,471

18

Prepaid expenses

17

Other receivables

2,538

2,702

2,952

19

Cash and cash equivalents

30,140

25,676

35,663

Total current assets

62,455

55,788

61,847

200,450

162,430

170,179

Total assets

50

9,472 118,156


In thousands of euros

31-12-2011

31-12-2010

01-01-2010

EQUITY 20

Share capital

18

18

18

22

Share premium

19,847

16,171

17,895 16,635

23

Legal reserve

19,166

18,359

24

Cash flow hedge reserve

-529

-757

-849

25

Other reserves

-937

-8,049

-7,885

Result for the year

4,132

6,711

-

41,697

32,453

25,814

3,035

2,210

1,009

44,732

34,663

26,823

53,979

Non-controlling interest

Total equity LIABILITIES 26

Loans and borrowings

50,387

47,575

27

Employee benefits

348

217

232

15

Derivative financial liabilities

903

1,064

1,262

29

Deferred tax liability

19,024

14,575

14,533

Deferred income

5,154

2,499

2,952

Other payables

5,152

-

-

80,968

65,930

72,958

Total non-current liabilities 26

Loans and borrowings

12,228

12,865

14,714

30

Trade creditors

12,743

11,032

7,525

860

169

-

-

3,006

11,191

16,913

4,726

5,106

Income tax 31

Amounts owed to associated companies

30

Deferred income

30

Other payables

32,006

30,039

31,862

Total current liabilities

74,750

61,837

70,398

Total liabilities

155,718

127,767

143,356

200,450

162,430

170,179

Total equity and liabilities

annual report 2011

51


Consolidated statement of changes in equity

In thousands of euros

Balance at 1 January 2010

Share capital

Share premium

Legal reserve

Cash flow hedge reserve

Other reserves

Result for the year

Total

18

17,895

16,635

-849

-7,885

-

25,814

Movement legal reserve

-

-1,724

1,724

-

-

-

-

Result previous year

-

-

-

-

-

-

-

Result for the year

-

-

-

-

-

6,711

6,711

Exchange results

-

-

-

-

-

-

-

in subsidiaries

-

-

-

-

-112

-

-112

Cash flow hedge

-

-

-

92

-52

-

40

Balance at 31 December 2010

18

16,171

18,359

-757

-8,049

6,711

32,453

Balance at 1 January 2011

18

16,171

18,359

-757

-8,049

6,711

32,453

Movement legal reserve

-

-824

824

-

-

-

-

Result previous year

-

-

-

-

6,711

-6,711

-

Result for the year

-

-

-

-

-

4,132

4,132

Additions

-

4,500

-

-

-

-

4,500

Exchange results

-

-

-17

-

-

-

-17

in subsidiaries

-

-

-

-

-187

-

-187

Actuarial gain

-

-

-

-

826

-

826

Cash flow hedge

-

-

-

228

-238

-

-10

18

19,847

19,166

-529

-937

4,132

41,697

Changes in ownership interests

Changes in ownership interests

Balance at 31 December 2011

52


onsolidated statement of cash flows for the year C ended 31 December 2011 In thousands of euros

2011

2010

7,884

10,205

18,125

11,786

Cash flows from operating activities Result before tax

Adjustments for: Depreciation Movements in employee benefits

131

-15

Interest income

-990

-620

Interest expense

3,965

3,042

29,115

24,398

In /decrease trade and other receivables

2,966

-4,659

Decrease trade and other payables

-2,172

-7,406

29,909

12,333

990

620

Interest paid

-2,334

-2,251

Income taxes paid

-2,122

-319

26,443

10,383

Interest received

Net cash from operating activities Cash flows from investing activities Investments intangible fixed assets Investments property, plant and equipment Disposals property, plant and equipment Acquisition of subsidiaries In /decrease financial fixed assets

Net cash used in investing activities

-8,645

-6,370

-5,711

-4,294

65

-

-28,000

-

101

-143

-42,190

-10,807

4,500

-

Cash flows from financing activities Share premium In /decrease of loans and borrowings

363

-9,021

Changes in ownership interests in subsidiaries

-1,216

-542

Net cash used in financing activities

3,647

-9,563

Net decrease in cash and cash equivalents

-12,100

-9,987

Cash and cash equivalents at 1 January

25,676

35,663

Cash and cash equivalents of new consolidations

16,564

-

Movement for the year

-12,100

-9,987

Cash and cash equivalents at 31 December

30,140

25,676

annual report 2011

53


Notes to the consolidated financial statements

1

Reporting entity Total Specific Solutions (TSS) B.V. (the “Company”) is a company domiciled in the Netherlands, founded on 4 November 2008. The ultimate parent company of the Company is Strikwerda Investments B.V. The address of the Company’s registered office is Blaricum. The consolidated financial statements of the Company for the year ended 31 December 2011 comprise the Company and its subsidiaries (together referred to as the “Group”).

Group activities The Group is classified as an IT company. The Group advices and develops software solutions on information systems and supplies management advices and training in this field.

2

Accounting Policies Basis of preparation – Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”). These are the Group’s first consolidated statutory financial statements and IFRS 1 has been applied. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 34. The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3. The financial statements were authorized for issue by the Board of Directors on 7 March 2012.

Basis of consolidation Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognized at their fair values at the acquisition date.

54


The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Transactions eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss. On consolidation, the results of overseas operations are translated into Euro at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognized in the income statement and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss of Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.

Intangible fixed assets – goodwill Goodwill represents the excess of the cost of a business combination over, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. The Company has chosen not to use the exemption in IFRS 1 and has applied IFRS 3 retrospectively. For all business combinations cost comprised the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognized immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated income statement on the acquisition date.

annual report 2011

55


Externally acquired intangible assets Externally acquired intangible assets are initially recognized at cost and subsequently amortized on a straight-line basis over their useful economic lives. Intangible asset Useful economic ■■ Licences and trademarks 10 years ■■ Customer relationships 10 – 22 years ■■ Intellectual property rights 5 – 10 years

Life Valuation method Multiple of estimated revenues and profits Estimated discounted cash flow Multiple of estimated revenues and profits

Internally generated intangible assets (development expenses) Expenditure on internally developed products is capitalised if it can be demonstrated that: ■■ it is technically feasible to develop the product for it to be sold; ■■ adequate resources are available to complete the development; ■■ there is an intention to complete and sell the product; ■■ the Group is able to sell the product; ■■ sale of the product will generate future economic benefits; and ■■ expenditure on the project can be measured reliably. Capitalised development costs are amortized over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within the depreciation in the consolidated income statement. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated income statement as incurred.

Property, plant and equipment Recognition and measurement

Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net within “depreciation” in profit or loss. Subsequent costs

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.

56


Depreciation

Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Freehold land is not depreciated. Depreciation on assets under construction (prepayments) does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: ■■ Land and buildings 11.43 – 17.67% per annum ■■ Plant and equipment 20 – 33.33% per annum ■■ Other operating fixed assets 20 – 33.33% per annum Depreciation methods, useful lives and residual values are reviewed at each reporting date.

Impairment of non-financial assets (excluding deferred tax assets) Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income. An impairment loss recognized for goodwill is not reversed.

Financial assets The Group classifies its financial assets into the category loans and receivables, because of the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity. Other than financial assets in a qualifying hedging relationship, the Group’s accounting policy is as follows: Loans and receivables

These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognized when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the concerning company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows

annual report 2011

57


associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognized within other operating expenses in the consolidated income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows – bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.

Financial liabilities The Group classifies its financial liabilities into the category other financial liabilities, because of the purpose for which the liability was acquired. Other than financial liabilities in a qualifying hedging relationship (see below), the Group’s accounting policy is as follows: Bank borrowings are initially recognized at the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortized cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. “Interest expense” in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupons payable while the liability is outstanding. Other non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.

Hedge accounting Hedge accounting is applied to financial assets and financial liabilities only where all of the following criteria are met: ■■ At the inception of the hedge there is formal designation and documentation of the hedging relationship and the Group’s risk management objective and strategy for undertaking the hedge. ■■ For cash flow hedges, the hedged item in a forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss. ■■ The cumulative change in the fair value of the hedging instrument is expected to be between 80 – 125% of the cumulative change in the fair value or cash flows of the hedged item attributable to the risk hedged (i.e. it is expected to be highly effective). ■■ The effectiveness of the hedge can be reliably measured. ■■ The hedge remains highly effective on each date it is tested. The Group has chosen to test the effectiveness of its hedges on a yearly basis.

58


Cash flow hedges

The effective portion of gains and losses on derivatives used to manage cash flow interest rate risk (such as floating to fixed interest rate swaps) are recognized in other comprehensive income and accumulated in the cash flow hedge reserve. However, if the Group closes out its position early, the cumulative gains and losses recognized in other comprehensive income are frozen and reclassified from the cash flow hedge reserve to profit or loss using the effective interest method. The ineffective portion of gains and losses on derivatives used to manage cash flow interest rate risk are recognized in profit or loss within interest expense or interest income.

IFRS 7 fair value measurement hierarchy IFRS 7 requires certain disclosures which require the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement (see note 3). The fair value hierarchy has the following levels:

a. b. c.

quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).

The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.

Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Groups ordinary shares are classified as equity instruments.

Retirement benefits: Defined contribution schemes Contributions to defined contribution pension schemes are charged to the consolidated income statement in the year to which they relate.

Retirement benefits: Defined benefit schemes Pension obligations

The liability recognized in the consolidated statement of financial position in respect of all pension and early retirement plans that qualify as defined benefit obligation, is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The Company uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. For the calculation, actuarial assumptions are made about demographic variables (such as employee turnover and mortality) and financial variables (such as future indexation and the discount rate). The discount rate is determined by reference to market rates. These are interest rate of high-quality corporate bond that are denominated in the currency in which the benefit will be paid and that have terms to maturity, approximating the terms of the related liability.

annual report 2011 59


Actuarial gains and losses are recognized immediately in other comprehensive income as allowed under IAS 19 paragraph 98. Past service costs are recognized immediately in the consolidated statement of income, unless the entitlements to the adjusted benefits depend on the employee’s future service (the vesting period). In this case, the past service costs are amortized on a straight-line basis over the vesting period. Gains or losses on the curtailment or settlement of a defined benefit plan are recognized on the date of the curtailment or settlement. For pension plans that qualify as a defined contribution plan, the Company recognizes contributions to such plans when an employee has rendered service in exchange for those contributions. Termination benefits

Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for the benefits. The Company recognizes termination benefits when the Company is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. Other long-term obligations

These employee benefits include jubilee or other long-service benefits, long-term disability benefits and, if they are not fully payable within 12 months after the end of the period, bonuses and deferred compensation. The expected costs of these benefits are accrued over the period of employment using an accounting method similar to that for defined benefit pension plans, except that actuarial gains and losses and past-service costs are recognized immediately.

Provisions The Group has recognized provisions for liabilities of uncertain timing or amount. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.

Revenue Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of value added tax, rebates and discounts. Licenses

The Company records product revenue from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance, the fees are fixed and determinable and collection is considered feasible. The Company uses the residual method to recognize revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenue is deferred based on vendorspecific objective evidence of the fair value of the undelivered element. If vendor-specific objective evidence of fair value does not exist or all elements have been delivered revenue is also recognized.

60


Services

Customer support revenue consist of revenue derived from contracts to provide technical support to license holders. These revenues are recognized over the term of the contract. Network revenues consist of revenues earned from customers under an application service provider (ASP) model. Under this model, customers pay a monthly fee that entitles them to use the Company’s software on a secure, hosted, third party server. These revenues are recognized as the services are provided on a monthly basis over the term of the customer’s contract. Hardware

Revenue on hardware is recognized as soon as all risk and rewards are transferred.

Government grants Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the development expenses recognized as they are incurred. Grants for revenue expenditure are netted against the cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognized as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated income statement or netted against the asset purchased.

Finance income and expense Finance income comprises interest income on funds invested and receivables from related companies. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Finance expenses comprise interest expense on borrowings and on payables due to related companies. All borrowing costs are recognized in profit or loss using the effective interest method.

Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.

annual report 2011

61


Presentation of cash flow statement The cash flow statement is prepared using the indirect method. The funds in the cash flow statement consist of cash at bank and in hand. Cash flows in foreign currencies are translated at an estimated average rate. Exchange rate differences, finance income and expenses and the tax on income are accounted for as cash flows from operational activities. Dividends paid are included as cash flows from financing activities.

3

Critical accounting estimates and judgements The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

Judgements, estimates and assumptions (a) Impairment of goodwill

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 12 and 13.

(b) Impairment of intangible fixed assets

The Group is required to test, on an annual basis, whether intangible fixed assets have suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash outflows that is expected to be incurred before the asset is ready for use or for sale and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 11, 12 and 13.

(c) Pension assumptions

The costs, assets and liabilities of the defined benefit schemes operating by the Group are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 28. The Group takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position.

(d) Assumptions provision for jubilee

The costs for jubilee are determined using methods relying on assumptions. Details of the key assumptions are set out in note 27. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position.

(e) Determination of fair values of intangible assets acquired in business combinations

62

The fair value of intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the asset.


(f) Assumptions provision for bad and doubtful debts

4

The costs for bad and doubtful debts are determined using methods relying on assumptions. Impairment ­provisions are recognized when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.

Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and /or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.

Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.

Fair value of financial instruments The Group determines the fair value of financial instruments that are not quoted, such as interest rate swaps and caps, using valuation techniques. The stated market value of interest rate swaps and caps is derived from the bank’s estimation of the mid-market price as of the date stated. For the estimation the bank used ‘close of business’ market data. Those techniques are significantly affected by the assumptions used. In that regard, the derived fair value estimates cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately.

5

Financial instruments – risk management The Group’s financial instruments, other than derivatives, comprise borrowings, loans receivables, cash and liquid resources, and various items, such as trade receivables and payables that arise directly from its operations. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

annual report 2011 63


Financial assets In thousands of euros

2011

2010

Carrying value

Maximum exposure

Carrying value

Maximum exposure

1,176

1,176

1,277

1,277

3

3

54

54

Trade receivables

21,653

21,653

23,739

23,739

Prepaid expenses

8,124

8,124

3,671

3,671

Loans receivables Derivative financial assets

Other receivables Cash and cash equivalents

Total financial assets

2,538

2,538

2,702

2,702

30,140

30,140

25,676

25,676

63,634

63,634

57,119

57,119

Cash in bank A significant amount of cash is held with the following institutes: Rating at 31 December 2011

Rating at 31 December 2010

ABN AMRO Bank N.V.

A+

A+

Rabobank

AA

AAA

Management monitors the utilisation of the credit limits regularly and at the reporting date does not expect any losses from non-performance by the counterparties.

Risks The most important risks for the Company are: ■■ Interest rate risk, on its borrowings at floating interest rates; ■■ Credit risks, on its outstanding balances with banks and debtors; ■■ Liquidity risks regarding the ability to repay loans and borrowing.

Interest rate risk The Company has identified an interest rate risk on its loans and borrowings. Most of the loans have a floating interest rate risk. It is company policy to hedge the interest rate risk for anywhere between 75% and 100%. Therefore the Company has a limited risk on interest rate fluctuation.

Credit risk The Group does not enter into derivatives to manage credit risk, although in certain isolated cases may take steps to mitigate such risks if it is sufficiently concentrated. The Company has identified the risks that outstanding debts and banks will not be able to repay the receivables to the Company. For cash which has been posted to banks, only banks with an A rating are selected. Regarding other receivables the Company actively manages outstanding debts.

64


Quantitative disclosures of the credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 17.

Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Company achieves this objective by maintaining an Net Debt / EBITDA ratio below 3. The liquidity risk of each Group entity is managed centrally by the Group treasury function. Each operation has a facility with Group treasury, the amount of the facility being based on budgets. The budgets are set locally and agreed by the board in advance, enabling the Group’s cash requirements to be anticipated. Where facilities of Group entities need to be increased, approval must be sought from the Group finance director. Where the amount of the facility is above a certain level agreement of the board is needed. Details are included in the respective notes: ■■ Trade and payables – note 30 ■■ Loans and borrowings – note 26 ■■ Derivative financial liabilities – note 15

Capital Disclosures The Company has externally imposed capital requirements by banks and providers of loans and borrowings. These capital requirements are based on Net Debt / EBITDA (NDE) and the Debt Service Coverage Ratio (DSCR). NDA should be below 3 and the DSCR should at least exceed 1,1.

6

Revenues In thousands of euros Services Hardware Licenses

Revenues

7

2011

2010

182,531

149,725

1,055

1,904

13,098

10,085

196,684

161,714

Wages and salaries The average number of full time equivalent employees of the Company during 2011 including executive directors was 1,654 (2010: 1,530).

annual report 2011 65


8

Other operating expenses Audit fee The fee for the audit of the consolidated financial statements 2011 amounts approximately â‚Ź280,000.

9

Income tax expenses The tax expense for the year can be reconciled to the result in the income statement as follows: In thousands of euros

2011

2010

Result before tax

7,884

10,205

1,971

2,603

Income tax using the domestic tax rate of 25% (2010: 25.5%) Benefit of first bracket of income tax

-40

-20

Adjustment for goodwill

-1,147

-1,058

Limited deductible costs

136

91

Non-deductible costs

53

77

Non-deductible interest

114

221

Investment allowance

-6

-5

Innovation tax benefit

-184

-39

-

112

732

-

Effect of tax rate change Available losses Interest rate swap Foreign tax rate differences Taxes previous years

Income tax expense

46

-

-29

-8

464

-58

2,110

1,916

The tax rate used for the 2011 reconciliations above is the corporate tax rate of 25% (2010: 25.5%) payable by corporate entities in the Netherlands on taxable profits under tax law in that jurisdiction.

66


10

Property, plant and equipment In thousands of euros

Land

Plant

Other

Prepayments

Total

and

and

operating

tangible

buildings

equipment

fixed assets

fixed assets

1,924

219

19,424

-

21,567 4,294

Cost Balance at 1 January 2010 Additions

132

22

4,125

15

Disposals

-

-121

-368

-

-489

Balance at 31 December 2010

2,056

120

23,181

15

25,372

Balance at 1 January 2011

2,056

120

23,181

15

25,372

322

29

5,360

-

5,711

-

-

4,139

-

4,139

Additions New consolidations Disposals

-12

-

-321

-15

-348

2,366

149

32,359

-

34,874

Balance at 1 January 2010

-773

-207

-14,637

-

-15,617

Depreciation for the year

-284

-11

-2,930

-

-3,225

-

121

368

-

489

Balance at 31 December 2010

-1,057

-97

-17,199

-

-18,353

Balance at 1 January 2011

-1,057

-97

-17,199

-

-18,353

Depreciation for the year

-331

-14

-4,426

-

-4,771

-

-

-2,564

-

-2,564

Balance at 31 December 2011

Depreciation

Disposals

New consolidations Disposals

Balance at 31 December 2011

7

-

279

-

286

-1,381

-111

-23,910

-

-25,402

5,950

Carrying amounts At 1 January 2010

1,151

12

4,787

-

At 31 December 2010

999

23

5,982

15

7,019

At 31 December 2011

985

38

8,449

-

9,472

Bank borrowings are secured on the Group’s freehold property, plant and equipment.

annual report 2011 67


11

Intangible assets In thousands of euros

Purchased

Develop-

Intellectual

Customer

Total

goodwill

ment

property

Relation-

buildings

expenses

rights

ships

23,827

29,718

4,268

53,090

110,903

Additions

-

6,370

-

-

6,370

Disposals

-

-

-5

-

-5

Balance at 31 December 2010

23,827

36,088

4,263

53,090

117,268

Balance at 1 January 2011

23,827

36,088

4,263

53,090

117,268

Additions

12,802

8,562

83

-

21,447

-

-

11,128

10,518

21,646

Cost Balance at 1 January 2010

New consolidations Disposals

-

-730

-

-

-730

36,629

43,920

15,474

63,608

159,631

Balance at 1 January 2010

-

-13,084

-1,352

-4,981

-19,417

Depreciation for the year

-

-4,644

-632

-3,285

-8,561

Disposals

-

-

5

-

5

Balance at 31 December 2011

Depreciation and impairment

Impairments

-

-

-

-

-

Balance at 31 December 2010

-

-17,728

-1,979

-8,266

-27,973

Balance at 1 January 2011

-

-17,728

-1,979

-8,266

-27,973

Depreciation for the year

-

-4,646

-1,956

-3,659

-10,261

New consolidations

-

-

-878

-

-878

Disposals

-

730

-

-

730

Impairments

-

-3,093

-

-

-3,093

Balance at 31 December 2011

-

-24,737

-4,813

-11,925

-41,475

Carrying amounts

68

At 1 January 2010

23,827

16,634

2,916

48,109

91,486

At 31 December 2010

23,827

18,360

2,284

44,824

89,295

At 31 December 2011

36,629

19,183

10,661

51,683

118,156


Current estimates of useful economic live of intangible assets are as follows: Goodwill Indefinite Development expenses 7 years Intellectual property rights and trade names 5 – 10 years Customer relationships 10 – 22 years

12

Goodwill The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows:

13

In thousands of euros

2011

2010

Everest

3,971

3,971

Yonder

676

676

PinkRoccade Local Government

9,705

9,705

PinkRoccade Healthcare

8,409

8,409

TASS

1,066

1,066

PinkRoccade Local Government Samenlevingszaken

3,246

-

PharmaPartners

9,556

-

36,629

23,827

Impairments Annually an impairment test is performed, based on the five-years budget of each cash generating unit. The value in use is estimated by using the discounted cash flow method. The WACC is calculated at 13.6%. Based on impairment tests, performed as per year end, no impairment of goodwill was necessary. Regarding the capitalized development expenses, an impairment was considered necessary. In financial year 2011 a number of projects appeared to be based on outdated technology. Therefore, an impairment of €3.1 million was charged to the profit & loss account.

annual report 2011 69


14

Subsidiaries The principal subsidiaries of Total Specific Solutions (TSS) B.V., all of which have been included in these consolidated financial statements, are as follows:

Interest at 31 December 2011

2010

KZA Holding B.V., Blaricum

70.49%

70.49%

Kwaliteitszorg in de Automatisering (KZA) B.V., Baarn

70.49% (indirect)

70.49% (indirect)

Top Talent Consultancy B.V., Baarn

95.01%

95.01%

Co-Maker Holding B.V., ’s-Gravenhage

100%

100%

Rorema Beheer B.V., ’s-Gravenhage

100% (indirect)

100% (indirect)

Co-Maker B.V., ’s-Gravenhage

100% (indirect)

Name company

100% (indirect)

TASS Holding B.V., Eindhoven

92%

88.76%

TASS B.V., Eindhoven

92% (indirect)

88.76% (indirect)

TASS Belgium N.V., Leuven, Belgium

92% (indirect)

88.76% (indirect)

Yonder Holding B.V., Blaricum

85%

70%

Yonder Nederland B.V., Ede

85% (indirect)

70% (indirect)

Yonder SRL, Cluj Napoca, Romania

85% (indirect)

70% (indirect)

Everest Holding B.V., Blaricum

51.02%

51.02%

Everest B.V., ’s-Hertogenbosch

51.02% (indirect)

51.02% (indirect)

PharmaPartners B.V., Oosterhout (former: TSS TH 7 B.V.)

75%

H.I. Systems B.V., Breda

75% (indirect)

100%

TSS TH 6 B.V., Apeldoorn

100%

100%

TSS TH 5 B.V., Apeldoorn

92.19%

89.66%

TSS TH 4 B.V., Apeldoorn

92.19% (indirect)

89.66% (indirect)

PinkRoccade Local Government B.V., Eindhoven

96.25% (indirect)

91.25% (indirect)

PinkRoccade Local Government Samenlevingszaken B.V., Breda

96.25% (indirect)

PinkRoccade Healthcare B.V., Apeldoorn

88% (indirect)

88% (indirect)

PinkRoccade Gezondheidszorg B.V., Apeldoorn

88% (indirect)

88% (indirect)

Unless stated otherwise, the companies are located in the Netherlands. On 10 January 2011, TSS TH 7 B.V. acquired 100% of the voting equity instruments of PharmaPartners B.V. and H.I. Systems B.V. (indirect). In June 2011, TSS TH 7 B.V. merged with PharmaPartners B.V. On 29 August 2011, PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of PinkRoccade Local Government Samenlevingszaken B.V. (formerly Planconsult B.V.) We refer to note 32 for further disclosure on these acquisitions.

70


15

Derivative financial instruments The derivative financial assets and liabilities are all designated as hedging instruments.

Cash flow interest rate swaps and caps The Group manages its cash-flow interest rate risk by using floating-to-fixed interest rate swaps and caps. Normally the Group raises long-term borrowings at floating rates and swaps them into fixed rates. The notional principal amounts of outstanding floating to fixed interest rate swap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2011 totalled €25,262,500 (2010: €34,942,500). Their fair value was €902,530 (2010: €1,064,026). The notional principal amounts of outstanding floating to fixed interest rate cap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2011 totalled €13,650,000 (2010: €13,650,000). Their fair value was €3,075 (2010: €54,409). At 31 December 2011, the main floating rates were EURIBOR and three-months EURIBOR. Gains and losses recognized in the cash flow hedging reserve in equity (note 24) on interest rate swap and cap contracts as at 31 December 2011 will be released to the consolidated income statement as the related interest expense is recognized. Information on the maturities of the loans is provided in note 26.

16

Loans receivables The loans receivables concern loans granted to shareholders of Group companies. Interest is calculated at three-months EURIBOR plus 200 points. No fixed redemption scheme is agreed.

17

Trade and other receivables In thousands of euros

2011

2010

Trade receivables

21,653

23,739

Other receivables

2,538

2,702

24,191

26,441

The carrying amount of trade and other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. Trade receivables were pledged to the ABN AMRO Bank N.V. as collateral to the rollover loan facilities and the overdraft facilities.

annual report 2011

71


As at 31 December 2011 trade receivables of €6,247,000 (2010: €5,109,000) were past due but not impaired. They relate to the customers with no default history. The ageing analysis of these receivables is as follows: In thousands of euros

2011

2010

Up to 30 days

4,301

3,391

30 to 60 days

1,466

1,224

60 to 90 days

317

381

More than 90 days

163

113

6,247

5,109

As at 31 December 2011 trade receivables for an amount of €417,000 (2010: €443,000) were past due and impaired. The amount of the provision as at 31 December was €350,000 (2010: €372,000). Movements on the Group provision for impairment of trade receivables are as follows: In thousands of euros At beginning of the year New consolidations Provided during the year Receivable written off during the year as uncollectable Unused amounts reversed

2011

2010

372

504

92

-

-22

-

17

43

-109

-175

350

372

The movement on the provision for impaired receivables has been included in the other operating expenses line in the consolidated income statement. Other classes of financial assets included within trade and other receivables do not contain impaired assets.

18

Prepaid expenses The prepaid expenses mainly consist of expenses incurred for other operating expenses for the next financial year.

72


19

Cash and cash equivalents In thousands of euros

2011

2010

ABN AMRO Bank N.V.

22,836

25,221

Rabobank Dexia Bank Belgium N.V. / S.A. Other

6,858

-

340

328

106

127

30,140

25,676

Of the cash and bank balances, €216,000 is not freely disposable ( 2010: €463,000). At year-end, the Group has credit balances of an amount of approximately €2,586,000 with above mentioned credit institutions.

20

Share capital At 31 December 2011 the authorised share capital comprised of 9,000,000 ordinary shares with a par value of €0.01. Issued are 1,800,000 shares. Reserve

Share premium Legal Reserve Cash flow hedging reserve Foreign exchange reserve Other reserves

Description and purpose Amount subscribed for share capital in excess of nominal value. Gains / losses arising on development expenses incurred. The reserve is not freely disposable. Gains / losses arising on the effective portion of hedging instruments carried at fair value in a qualifying cash flow hedge. Gains / losses arising on retranslating the net assets of overseas operations into Euros. All other net gains and losses and transactions with owners (e.g. dividends) not recognized elsewhere.

annual report 2011

73


21

Analysis of amounts recognized in other comprehensive income In thousands of euros

Cash flow hedge reserve

Foreign exchange reserve

Other reserves

Year to 31 December 2010 Gains recognized on hedging instruments

131

-

-

Exchange differences arising on translation of foreign operations

-

-

-

Actuarial result on defined benefit pension schemes

-

-

-

More than 90 days Taxation

-39

-

-

92

-

-

Year to 31 December 2011 Gains recognized on hedging instruments Exchange differences arising on translation of foreign operations Actuarial result on defined benefit pension schemes Taxation

22

243

-

-

-

-17

-

-

-

1,102

-15

-

-276

228

-17

826

Share premium Under Dutch law this reserve is distributable providing there are sufficient net assets in the Company.

2011

2010

As at 1 January

16,171

17,895

Additions

4,500

-

-824

-1,724

19,847

16,171

In thousands of euros

Movement to legal reserve As at 31 December

74


23

Legal reserve The legal reserve concern the reserves which are formed by the subsidiaries for the capitalised development expenses and translation differences. In thousands of euros As at 1 January Movement to other reserves Movement from share premium

18,359

16,635

-17

-

824

1,724

18,359

2011

2010

As at 1 January

-757

-849

Gains recognized on hedging instruments

228

92

-529

-757

2011

2010

-8,049

-7,885

6,711

-

Cash flow hedging reserve In thousands of euros

As at 31 December

25

2010

19,166

As at 31 December

24

2011

Other reserves In thousands of euros As at 1 January Result appropriation prior year Actuarial result

826

-

Changes in ownership interests in subsidiaries

-187

-112

Gains recognized on hedging instruments

-238

-52

As at 31 December

-937

-8,049

The amount of changes in ownership interests in subsidiaries in 2010 concerned the acquisition of an additional 15% interest to a total of interest of 85% in Yonder Holding B.V.

annual report 2011

75


The amount of changes in ownership interests in subsidiaries amounted in 2011 approximately €615,000, which concerned the following: Sale of 25% interest of PharmaPartners B.V.; Acquisition of 15% interest in Yonder Holding B.V.; Acquisition of 2.53% in TSS TH5 B.V.; Acquisition of 3.33% interest in TASS Holding B.V. While these changes in interest did not result in a change of control, these transaction are accounted for as equity transactions.

26

Loans and borrowings 2011

2010

Amounts owed to credit institutions

30,503

28,620

Other loans

19,884

18,955

50,387

47,575

Repayment obligation

9,642

8,955

Amounts owed to credit institutions

2,586

3,910

12,228

12,865

62,615

60,440

In thousands of euros

Non-current

Current

Total loans and borrowings

Amounts owed to credit institutions The Company’s subsidiaries have been granted rollover loan facilities by ABN AMRO Bank N.V. The loans which were not fully paid off at year end, have a principal amount of approximately €61,000,000. The repayment obligation for 2012 amounts approximately €10,000,000. Additional to the rollover loan facilities, the Company’s subsidiaries have been granted overdraft facilities by ABN AMRO Bank N.V. and Rabobank, amounting to approximately €10,320,000. The securities for the principal amounts are: ■■ deed of pledge shares in the capital of the companies; ■■ deed of pledge on rights under the Sale and Purchase Agreements; ■■ deed of pledge of stocks; ■■ deed of pledge on trade receivables; ■■ deed of pledge on inventories.

Other loans Other loans concern four loans. On the receivable position interest varies of 3-months EURIBOR to 9%. There is no redemption scheme. Two loans of a total amount of €4,159,000 are subordinated to the loan from ABN AMRO Bank N.V.

76


27

Employee benefits Liabilities for employee benefits comprise: In thousands of euros Pensions – defined benefit schemes (note 28) Provision for pensions Provision for jubilee

2011

2010

-

-

40

42

308

175

348

217

Provisions Jubilee

Pensions

Total

At 1 January 2011

175

42

217

Charged to profit or loss

160

-2

158

Released in year

-27

-

-27

308

40

348

In thousands of euros

At 31 December 2011

Jubilee The provision for jubilee is long-term in nature. At the balance sheet date, the obligation is recorded at the best estimate of the present value of the amounts required to be paid in the future. The measurement of the obligation depends on the length of service of the employees and reflects the probability that payment will be required. The net obligation for the provision for jubilee are the future benefits that employees have earned in exchange for their current and prior periods employment service.

Pensions The provision is the best estimate of the amounts required to be paid in the future for the early retirement for former employees.

28

Retirement benefits General The Company provides pension benefit plans for its employees. The pension allowances are based on the career average salary. The funding of this pension plan is assigned to insurance companies and a pension fund. The annual contributions are recognized as costs. The liability includes any additional contributions for past service cost following indexation over the reporting period granted at the balance sheet date. For contributions that are not yet paid as at balance sheet date, a liability is recognized. Collectable repayments originating from profit sharing are deducted from the pension costs, and recorded as receivables, as far as the Company can exercise these rights. Since these receivables and obligations are short term they will be valued at face value. The risks of wage increases, price indexation and changes in the return of the plan assets may cause future changes in the annual contribution. These risks have not been accounted for when determining the liability towards an insurance company or a pension fund at the balance sheet date. In case of a deficit in the industry pension plan, the entity has no obligation to address the deficit with any extra immediate payments other than higher future allowances.

annual report 2011

77


PharmaPartners PharmaPartners operate a post-employment defined benefit schemes for its employees. PharmaPartners was acquired as per January 2011. As result of the purchase price allocation as disclosed in note 32 a pension liability has been recognized amounting to €1,102,000. In this note we will further elaborate on this pension plan and its specifics. Because PharmaPartners was acquired in 2011 no comparatives have been disclosed. Pension costs for defined contribution schemes in 2011 were €1,854,000. Details of PharmaPartners’ defined benefit schemes are as follows: In thousands of euros

2011

Reconciliation to consolidated statement of financial position Fair value of plan assets

22,256

Present value of funded obligations

-15,655

Total Limitation of asset ceiling

6,601 -6,601

Unrecognized past service cost

-

Net assets / (liabilities)

-

Reconciliation of plan assets Acquired in business combinations Expected return

17,462 922

Contributions by Group

1,658

Benefits paid

-468

Settlements Actuarial gain / (loss)

At end of year

196 2,486

22,256

Composition of plan assets Equities

6,470

Bonds

13,335

Property

1,395

Cash

1,056

22,256

78


In thousands of euros

2011

Reconciliation of plan liabilities Acquired in business combinations Interest cost Current service cost Benefits paid

18,564 962 1,381 -468

Actuarial (gain) / loss

-4,784

At end of year

15,655

Cumulative actuarial gains ( / loss) recognized in other comprehensive income At beginning of year Recognized during the year

At end of year

1,102

1,102

Included in administrative expenses Current service cost

1,381

Benefits paid

-468

913

Principal actuarial assumptions In % Discount rate on plan liabilities

2011 5.20

Expected rate of return on plan assets

5.50

Expected increase in pensionable salary

2.00

Expected increase in pensions-in-payment

2.00

Inflation rate

2.00

The expected return on plan assets is equal to the weighted average return appropriate to each class of asset within the schemes. The return attributed to each class has been reached following discussions with the Group’s actuaries. Assumptions regarding future mortality experience are set based on advice in accordance with published statistics and experience in each territory. The average life expectancy in years of a pensioner retiring at age of 65 on 31 December 2011 is determined using the mortality rates in accordance with the AG Prognoses table 2010 – 2060 with adjustment table HM.

annual report 2011 79


29

Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2010: 25%). The movement on the deferred tax account is as shown below: In thousands of euros

2011

2010

At 1 January

-5,578

-4,892

Recognized in purchase price allocation Recognized in profit and loss

-4,281

-

314

-647

Tax expense

Recognized in other comprehensive income Gains on hedging instruments in cash flow hedges Actuarial result on defined benefit pension schemes

At 31 December

-15

-39

-276

-

-9,836

-5,578

Deferred tax assets have been recognized in respect of all tax losses and other temporary differences giving rise to deferred tax assets where the directors believe it is probable that these assets will be recovered. The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12) during the period are shown below.

80


Details of the deferred tax liability, amounts recognized in profit or loss and amounts recognized in other comprehensive income are as follows: Asset 2010

Liability 2010

Net 2010

(Charged) / Credited to profit or loss 2010

(Charged) / Credited to OCI 2010

164

-380

-216

-316

-

-

-2,920

-2,920

-613

-

(as a result of PPA)

6,455

-11,401

-4,946

63

-

Available losses

2,252

-

2,252

219

-

In thousands of euros

Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognized) Intangible assets

Derivative financial liabilities

266

-14

252

-

-39

Tax assets /(liabilities)

9,137

-14,715

-5,578

-647

-39

Set off of tax

-140

140

-

-

-

8,997

-14,575

-5,578

-647

-39

Asset 2011

Liability 2011

Net 2011

Recognized in PPA 2011

(Charged) / Credited to profit or loss 2011

(Charged) / Credited to OCI 2011

455

-828

-373

-

-157

-

-

-3,684

-3,684

-

-764

-

(as a result of PPA)

5,653

-14,740

-9,087

-4,281

416

-276

Available losses

3,083

-

3,083

-

831

-

226

-1

225

-

-12

-15

Tax assets /(liabilities)

9,417

-19,253

-9,836

-4,281

314

-291

Set off of tax

-229

229

-

-

-

-

9,188

-19,024

-9,836

-4,281

314

-291

Net tax asset /(liabily)

In thousands of euros

Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognized) Intangible assets

Derivative financial liabilities

Net tax asset

annual report 2011

81


A deferred tax asset has not been recognized for the following: In thousands of euros Unused tax losses

30

2011

2010

5,388

171

5,388

171

In thousands of euros

2011

2010

Trade creditors

12,743

11,032

Taxes and social premiums

8,645

6,563

Trade and other payables

Deferred income

16,913

4,726

Other payables

23,361

23,476

61,662

45,797

The carrying amount of trade and other payables classified as financial liabilities measured at amortized cost approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.

31

Amounts owed to associated companies In 2010, this amount concerns a short-term liability to a shareholder of Total Specific Solutions (TSS) B.V. The interest rate amounts 4.5% per annum.

32

Acquisitions during the period On 29 Augustus 2011 PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of PinkRoccade Local Government Samenlevingszaken B.V. (former: Planconsult B.V.). On 10 January 2011 PharmaPartners B.V. (former: TSS TH 7 B.V.) acquired 100% of the voting equity instruments of PharmaPartners B.V. and H.I. Systems B.V. (indirect). These new business combinations support the Company’s strategy of expansion. The acquired companies provide synergies to TSS through the combination of operations with other business combinations. Since the acquisition, the new business combinations generated a result before taxation of €4,242,000. The acquisition related costs amounted approximately €1,200,000, all recognized as expenses. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:

82


PinkRoccade Local Government Samenlevingszaken B.V. In thousands of euros Property, plant and equipment Client portfolio Software

Book value

Adjustment

Fair value

237

-

237

-

3,613

3,613

-

2,285

2,285

1,405

-

1,405

-

-

-

Payables

-997

-

-997

Bank loan

-315

-

-315

-

-1,475

-1,475

330

4,423

4,753

Book value

Adjustment

Fair value

Receivables Cash

Deferred tax liability

Total net assets

PharmaPartners B.V. In thousands of euros Property, plant and equipment Trademark Client portfolio

1,341

-

1,341

-

2,400

2,400

-

6,905

6,905

Software

542

5,022

5,564

Tax assets

206

-

206

Inventories

46

-

46

Receivables

3,717

-

3,717

16,564

-

16,564 -16,389

Cash Payables

-16,389

-

Defined benefit pension plan

-

-1,102

-1,102

Previously unrecognized provisions

-

-2,000

-2,000

-

-2,807

-2,807

6,027

8,418

14,445

Deferred tax liability

Total net assets Fair value of consideration paid Cash

28,000

Contingently

4,000

Contingent cash consideration

-

Total consideration

32,000

Goodwill (note 12)

12,802

annual report 2011 83


33

Related parties Related party transactions No material related party transactions have occurred.

Receivables from and payables due to related parties See note 16 and 31.

Directors and supervisory board remuneration The aggregate remuneration paid and benefits in kind granted to the Directors as a group during the last completed financial year ending 31 December 2011 of the Company was €354,000 (2010: €462,000). The remuneration for the supervisory board was €105,000 (2010: €105,000).

34

Explanation of transition to IFRS As stated in note 2, these are the Group’s first consolidated financial statements prepared in accordance with IFRSs. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 December 2011 and the comparative information presented in these financial statements for the year ended 31 December 2010 and 1 January 2010. In preparing its IFRS balance sheet as at 1 January 2010, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to IFRSs has affected the Group’s financial position and financial performance is set out in the following tables and the notes that accompany the tables.

84


Reconciliation of financial position as at 1 January 2010 In thousands of euros

Previous GAAP

Effect of transi- IFRSs tion to IFRSs

ASSETS Property, plant and equipment

5,950

-

5,950

84,844

6,642

91,486

2,277

7,364

9,641

-

121

121

1,134

-

1,134

Total non-current assets

94,205

14,127

108,332

Trade receivables

21,030

-

21,030

731

-

731

1,471

-

1,471

2,952

-

2,952

35,663

-

35,663

(a) Intangible assets (c) Deferred taxes (b) Derivative financial assets Loans receivables

Income taxes Prepaid expenses Other receivables Cash and cash equivalents

Total current assets Total assets

61,847

-

61,847

156,052

14,127

170,179

EQUITY Share capital

18

-

18

Share premium

17,895

-

17,895

Legal reserve

16,635

-

16,635

-

-849

-849

-7,904

19

-7,885

26,644

-830

25,814

-279

1,288

1,009

26,365

458

26,823

53,979

-

53,979

232

-

232

-

1,262

1,262

(c) Deferred tax liability

2,126

12,407

14,533

Deferred income

2,952

-

2,952

59,289

13,669

72,958 14,714

(b) Cash flow hedge reserve Other reserves Non-controlling interest

Total equity LIABILITIES Loans and borrowing Employee benefits

(b) Derivative financial liabilities

Total non-current liabilities Loans and borrowings

14,714

-

Trade creditors

7,525

-

7,525

Amounts owed to associated companies

11,191

-

11,191

5,106

-

5,106

31,862

-

31,862

Deferred income Other payables

Total current liabilities Total liabilities Total equity and liabilities

70,398

-

70,398

129,687

13,669

143,356

156,052

14,127

170,179

annual report 2011 85


Notes to the reconciliation of financial position (a) In accordance with IFRS 1 app C, the Company has opted for retrospectively applying IFRS 3. As a result, the goodwill recognized under previous GAAP has been allocated to identifiable assets and liabilities not previously recognized. (b) Consistent with IAS 39, the interest rate swaps and caps are classified as cash flow hedges. Under previous GAAP it was possible to classify the interest rate swap and cap as cost hedge. The interest rate swaps and cap under previous GAAP were measured at cost, which was nil. The interest rate swaps and cap under IFRS are measured at fair value. The effective portion of the gain or loss on the hedging instrument shall be recognized in other comprehensive income and the ineffective portion of the gain or loss shall be recognized in profit or loss. (c) The above change in the measurement of interest rate swaps and cap increased the deferred tax asset. Furthermore the deferred tax asset and liability were based on an effective tax rate of 15% – 25.5% under previous GAAP. Under IFRS, the deferred tax asset and liability is based on an effective tax rate 25.5% as at 1 January 2010 and 25% as at 31 December 2010. Besides this, under previous GAAP, the goodwill was amortized. While some of the goodwill is also deductible for income tax purposes, a deferred tax asset was formed. Under IFRS, it is not possible to amortise goodwill. Because of this no deferred tax asset is recognized under IFRS.

Reconciliation of result for 2010 In thousands of euros

Previous GAAP

Effect of transi­ IFRSs tion to IFRSs

Revenue

161,714

-

161,714

Cost of sales

-20,683

-

-20,683

Gross profit

141,031

-

141,031

-149,020

20,616

-128,404

-7,989

20,616

12,627

620

-

620

Finance costs

-3,042

-

-3,042

Result before tax

-10,411

20,616

10,205

(d) General and administrative expenses

Operating profit Finance income

(e) Tax expense

Result for the year

-1,848

-68

-1,916

-12,259

20,548

8,289

(f) Cash flow hedge

-

131

131

(f) Income tax relating to components of other comprehensive income

-

-39

-39

-12,259

20,640

8,381

Total comprehensive income for the year

Notes to the reconciliation of profit (a) IFRS effect of General and administrative expenses is related to depreciation on goodwill. Reference is made to note a) and c) as stated above. (b) IFRS effect of Tax expense is related to the above mentioned items, using the applicable tax rate. Reference is made to note c) as stated above. (c) IFRS effect of movements in other comprehensive income is related to classification of interest rate swaps as cash flow hedges. Reference is made to note b) as stated above.

Reconciliation of cash flows for 2010 The transition to IFRS does not have a material impact on the cash flow, therefore no reconciliation is disclosed.

86


35

Contingent liabilities Rent and lease commitments The Group has rent and lease commitments for a total amount of €35,962,000 (2010: €33,870,000). ■■ €10,315,000 is due within one year (2010: €8,932,000); ■■ €21,195,000 is due between two and five years (2010: €22,656,000); ■■ €4,452,000 is due after five years (2010: €2,282,000).

Bank guarantee The bank has granted bank guarantees of an amount of approximately €443,000 (2010: €317,500).

Fiscal entities Co-maker Holding B.V. and its subsidiaries Rorema Beheer. B.V. and Co-maker B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Co-maker Holding B.V. and its subsidiaries are severally liable for the corporate income tax and the value added tax for the whole group. KZA Holding B.V. and its subsidiary Kwaliteitszorg in de Automatisering (KZA) B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this KZA Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group. TASS Holding B.V. and its subsidiary TASS B.V. form a fiscal entity for the corporate income tax. Because of this TASS Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole group. Yonder Holding B.V. and its subsidiary Yonder Nederland B.V. form a fiscal entity for the corporate income tax. Because of this Yonder Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole group. Everest Holding B.V. and its subsidiary Everest B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Everest Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group. TSS TH 5 B.V., TSS TH 4 B.V., PinkRoccade Local Government B.V., PinkRoccade Local Government Samenlevingszaken B.V., PinkRoccade Healthcare B.V. and PinkRoccade Gezondheidszorg B.V. form a fiscal entity for the corporate income tax. Because of this TSS TH 5 B.V. and its subsidiaries are severally liable for the corporate income tax for the whole group. PharmaPartners B.V. and its subsidiary H.I. Systems B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this PharmaPartners B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group.

36

Events after the reporting date Not applicable.

annual report 2011 87


Company income statement as at 31 December 2011 2011

2010

461

-339

Result participations

3,671

7,050

Result for the year

4,132

6,711

In thousands of euros Result from ordinary activities after taxation

Statement of comprehensive income

In thousands of euros

2011

2010

Result for the year

4,132

6,711

45

Actuarial gains arising on defined benefit pension schemes

826

-

45

Exchange results arising on translation of foreign operations

-17

-

45

Cash flow hedge

202

58

Income tax relating to components of other comprehensive income

Total comprehensive income for the year

88

-212

-19

4,931

6,750


ompany statement of financial position C as at 31 December 2011 31-12-2011

31-12-2010

01-01-2010

Property, plant and equipment

4

5

9

Intangible assets

-

-

-

36,664

31,056

22,210

6,584

3,843

923

1,124

1,275

1,132

44,376

36,179

24,274 152

In thousands of euros

ASSETS

38

Subsidiaries

39

Receivables from group companies

40

Loans receivables

Total non-current assets 41

Receivables from group companies and related parties

931

93

42

Prepaid expenses

-

73

60

43

Other receivables

100

107

121

44

Cash and cash equivalents

509

729

13,068

Total current assets Total assets 45

1,540

1,002

13,401

45,916

37,181

37,675

18

18

18

EQUITY Share capital Share premium

19,847

16,171

17,895

Legal reserve

19,166

18,359

16,635

Cash flow hedge reserve

-529

-757

-849

Other reserves

-937

-8,049

-7,885

Result for the year

Total equity

4,132

6,711

-

41,697

32,453

25,814

LIABILITIES 46

Amounts owed to group companies

3,494

667

-

Total non-current liabilities

3,494

667

-

47

Trade creditors

48

Amounts owed to associated companies

-

24

-

47

Other payables

402

550

536

Total current liabilities Total liabilities Total equity and liabilities

725

4,061

11,861

Income tax

323

481

134

-

3,006

11,191

4,219

4,728

11,861

45,916

37,181

37,675

annual report 2011 89


Company statement of changes in equity

In thousands of euros

Balance at 1 January 2010

Share premium

Legal reserve

Cash flow hedge reserve

Other reserves

Result for the year

Total

capital

Share

18

17,895

16,635

-849

-7,885

-

25,814

Movement legal reserve

-

-1,724

1,724

-

-

-

-

Result previous year

-

-

-

-

-

-

-

Result for the year

-

-

-

-

-

6,711

6,711

Exchange results

-

-

-

-

-

-

-

in subsidiaries

-

-

-

-

-112

-

-112

Cash flow hedge

-

-

-

92

-52

-

40

Balance at 31 December 2010

18

16,171

18,359

-757

-8,049

6,711

32,453

Balance at 1 January 2011

18

16,171

18,359

-757

-8,049

6,711

32,453

Movement legal reserve

-

-824

824

-

-

-

-

Result previous year

-

-

-

-

6,711

-6,711

-

Result for the year

-

-

-

-

-

4,132

4,132

Additions

-

4,500

-

-

-

-

4,500

Exchange results

-

-

-17

-

-

-

-17

in subsidiaries

-

-

-

-

-187

-

-187

Actuarial gain

-

-

-

-

826

-

826

Cash flow hedge

-

-

-

228

-238

-

-10

18

19,847

19,166

-529

-937

4,132

41,697

Changes in ownership interests

Changes in ownership interests

Balance at 31 December 2011

90


Notes to the company financial statements

37

Accounting Policies General For an explanation of the principles, we refer to the principles accompanying the consolidated financial statements.

Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements of the Company included in this chapter are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union in their consolidated financial statements to use the same measurement principles in their company financial statements. The Company has prepared these Company financial statements using this provision. Subsidiaries are accounted for using the net equity value in these Company financial statements. These are the Group’s first consolidated and separated statutory financial statements and IFRS 1 has been applied. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 49.

Presentation of company financial statements The income statement has been prepared in accordance with Section 2:402 of the Dutch Civil Code, which allows a simplified income statement in the Company financial statements when event an income statement is included in the consolidated income statements.

38

Subsidiaries For an overview of the principal subsidiaries of Total Specific Solutions (TSS) B.V., we refer to note 14 in the notes to the consolidated financial statements.

39

Receivables from group companies 2011

2010

Kwaliteitszorg in de Automatisering (KZA) B.V.

3,186

2,691

Co-maker Holding B.V.

3,398

1,152

6,584

3,843

In thousands of euros

The interest regarding the loans receivable amounts between 3-months EURIBOR plus 200 point until 3-months EURIBOR plus 500 points.

annual report 2011

91


40

Loans receivables The loans receivables concern loans granted to shareholders of group companies. Interest is calculated at 3-months EURIBOR plus 200 points. No redemption scheme is agreed.

41

Receivables from group companies and related parties The receivables are due within one year. No interest is calculated.

42

Prepaid expenses The prepaid expenses mainly consist of expenses incurred for other operating expenses for the next financial year.

43

Other receivables In thousands of euros Value added tax Other receivables

2011

2010

-

84

100

23

100

107

The carrying amount of other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. The other receivables do not contain impaired assets.

44

Cash and cash equivalents In thousands of euros Cash and bank balances

The cash and bank balances are freely disposable.

92

2011

2010

509

729


45

Equity For additional information regarding the equity, we refer to the statement of changes in equity and note 20 – 25 in the notes to the consolidated financial statements.

46

Amounts owed to group companies The amounts owed to group companies concern a loan provided by Top Talent Consultancy B.V. The interest is calculated at a rate of 3-months EURIBOR plus 500 points.

47

Trade and other payables 2011

2010

Trade creditors

323

481

Taxes and social premiums

101

24

Other payables

301

550

725

1,055

In thousands of euros

The carrying amount of trade and other payables classified as financial liabilities measured at amortized cost approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.

48

Amounts owed to associated companies In 2010, this amount concerned a short-term liability to a shareholder of Total Specific Solutions (TSS) B.V. The interest rate was 4.5% per annum.

49

Explanation of transition to IFRS As stated in note 37, these are the Group’s first consolidated and separated financial statements prepared in accordance with IFRSs. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 December 2011 and the comparative information presented in these financial statements for the year ended 31 December 2010 and 1 January 2010. In preparing its IFRS balance sheet as at 1 January 2010, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to IFRSs has affected the Group’s financial position and financial performance is set out in the following tables and the notes that accompany the tables.

annual report 2011 93


Reconciliation of financial position as at 1 January 2010 In thousands of euros

Previous GAAP

Effect of transition to IFRSs

IFRSs

9

ASSETS Property, plant and equipment

(a) Intangible assets (b) Subsidiaries Receivables from group companies Loans receivables

9

-

444

-444

-

22,596

-386

22,210

923

-

923

1,132

-

1,132

25,104

-830

24,274

Receivables from group companies and related parties

152

-

152

Prepaid expenses

60

-

60

121

-

121

13,068

-

13,068

Total non-current assets

Other receivables Cash and cash equivalents

Total current assets Total assets

13,401

-

13,401

38,505

-830

37,675

EQUITY Share capital

18

-

18

Share premium

17,895

-

17,895

Legal reserve

16,635

-

16,635

-

-849

-849

Other reserves

-7,904

19

-7,885

Total equity

26,644

-830

25,814

134

-

134

11,191

-

11,191

(c) Cash flow hedge reserve

LIABILITIES Trade creditors Amounts owed to associated companies Other payables

Total current liabilities Total liabilities Total equity and liabilities

94

536

-

536

11,861

-

11,861

11,861

-

11,861

38,505

-830

37,675


Notes to the reconciliation of financial position (a) In accordance with IFRS 1 app C, the Company has opted for retrospectively applying IFRS 3. As a result, the goodwill recognized under previous GAAP has been allocated to identifiable assets and liabilities not previously recognized. (b) The differences between previous GAAP and IFRS mentioned in note 34 in the notes to the consolidated financial statements result to a difference in the net equity value of the subsidiaries. (c) Most of the subsidiaries of Total Specific Solutions (TSS) B.V. have interest rate swaps and caps. Consistent with IAS 39, the interest rate swaps and caps are classified as cash flow hedges. Under previous GAAP it was possible to classify the interest rate swap and cap as cost hedge. The interest rate swaps and caps under previous GAAP were measured at cost, which was nil. The interest rate swaps and caps under IFRS are measured at fair value. The effective portion of the gain or loss on the hedging instrument shall be recognized in other comprehensive income and the ineffective portion of the gain or loss shall be recognized in profit or loss.

Reconciliation of result for 2010 In thousands of euros

(d) Result from ordinary activities after taxation (e) Result participations

Profit for the year

Previous GAAP

Effect of transition to IFRSs

IFRSs

-531

192

-339

-10,486

17,536

7,050 6,711

-11,017

17,728

(f) Cash flow hedge

-

58

58

(f) Income tax relating to components of other comprehensive income

-

-19

-19

-11,017

17,767

6,750

Total comprehensive income for the year

Notes to the reconciliation of profit (d) IFRS effect of result from ordinary activities after taxation is related to depreciation on goodwill. Under IFRS, it is not possible to amortise goodwill. Reference is made to note a) as stated above. (e) The differences between previous GAAP and IFRS mentioned in note 34 in the notes to the consolidated financial statements result to a difference in the result of the subsidiaries. (f) IFRS effect of movements in other comprehensive income is related to classification of interest rate swaps as cash flow hedges. Reference is made to note c) as stated above.

50

Contingent Liabilities Rent and lease commitments The Company has rent and lease commitments for a total amount of €428,000. ■■ €127,000 is due within one year; ■■ €301,000 is due between two and five years.

Liability claim With regards to article 403, Book 2, Netherlands Civil Code, Total Specific Solutions (TSS) B.V. is liable for her Dutch subsidiaries.

annual report 2011 95


51

Other information Average number of employees During the year 2011 there were four persons employed on the basis of a full time contract of services (2010: five). Utrecht, 7 March 2012 The Managing Board of Directors,

The Supervisory Board,

R. van Poelje L. Koopmans M.R. van Amerongen G. Oosterhof P.P.J.J.M. van Besouw

96


Other information

Provision in the articles of association governing the appropriation of profits The articles of association stipulate that the dividend on preference shares shall be paid first. The Annual General Meeting of Shareholders shall determine how much of the remaining profit will be added to reserves.

Proposed appropriation of result for 2011 The management proposes to the General Meeting of Shareholders to add the result to the Other reserves.

annual report 2011 97


Independent auditor’s report

To: the general meeting of shareholders and management of Total Specific Solutions (TSS) B.V.

Report on the financial statements We have audited the accompanying financial statements 2011 of Total Specific Solutions (TSS) B.V., Blaricum on page 48 to 100. The financial statements include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2011, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise the company balance sheet as at 31 December 2011, the company statements of comprehensive income and changes in equity for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.

Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the 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 these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. 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 from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement 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 and fair presentation of the financial statements 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 entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating 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 audit opinion.

98


Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2011 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.

Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2011 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.

Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Amstelveen, 7 March 2012 BDO Audit & Assurance B.V. on behalf of, J.A. de Rooij RA

annual report 2011 99


FULL

Integrated Case Evaluation Support System Efficient information management in the child protection chain Quick and easy access to individual client details

Child Care Protection Board | Everest

100


PICTURE

annual report 2011 101


MAXIMUM Mobility Platform Innovative product for the leasing market and fleet managers Maximum mobility for all employees

Co-maker | Everest

102


FREEDOM annual report 2011 103


Other key figures

31-12-2011

31-12-2010

01-01-2010

Company

Con­solidated

Company

Con­solidated

Company

Con­solidated

41,697

44,732

32,453

34,663

25,814

26,823

-

15,464

-

14,745

-

14,269

Total shareholders’ equity

41,697

60,196

32,453

49,408

25,814

41,092

Total assets

45,916

200,450

37,181

162,430

37,675

170,179

91%

30%

87%

30%

69%

24%

1,031

32,315

273

30,112

333

26,184

In thousands of euros

Solvency Shareholders’ equity Quasi shareholders’ equity

Solvency

Current ratio Current assets Cash

Total Current liabilities Current Ratio

509

30,140

729

25,676

13,068

35,663

1,540

62,455

1,002

55,788

13,401

61,847

725

74,750

4,061

61,837

11,861

70,398

2.1

0.8

0.2

0.9

1.1

0.9

Net debt / EBITDAE Cash Long-term liabilities Quasi shareholders’ equity

-30,140

-25,676

-35,663

50,387

47,575

53,979

-15,464

-14,745

-14,269

12,228

12,865

14,714

Amounts owed to credit institutions Amounts owed to associated companies

-

3,006

11,191

17,011

23,025

29,952

Operating result

10,859

12,627

-557

Depreciation & amortisation

18,125

11,786

20,605

Total

Exceptionals

EBITDAE Net debt / EBITDAE

2,108

639

3,340

31,092

25,052

23,388

0.5

0.9

1.3

Quasi shareholders’ equity concerns a liability in respect of which no interest payments and /or repayments are due in the short term. This liability is also subordinate to the related amounts owed to credit institutions. The ‘E’ in EBITDAE and EBITAE stands for ‘Exceptional’. The exceptional expenses are non-recurring expenses associated with acquisitions and restructurings. Operating companies are only permitted to state these expenses separately in the first year after acquisition. After the first year, it is no longer permitted to state exceptional expenses separately.

104


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Everest Reitscheweg 55 5232 BX ‘s-Hertogenbosch +31 (0)73 - 645 04 60 www.everest.nl

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Annual report 2011 - Total Specific Solutions  
Annual report 2011 - Total Specific Solutions  

Annual report 2011 - Total Specific Solutions

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