Annual report 2011 - Total Specific Solutions

Your world | Our world

2011ANNUAL REPORT

200,450

1,628196,684

19,756

Total assets in 2011

Total numberof employees (FTEs)

EBITAE ( x €1,000)

Net sales (x €1,000)

Financial key figures

Net sales by solution

Net sales by market Net salesProfessionals / staff ratio

6% Consulting

18% ICT Services

49% Software

27% Software-related services

Staff

Professionals

Non-recurring

Recurring

ICT and communication

Consumer market

Financial services

Government

Healthcare

Industry / industrial

14%

86%28%

12%

45%

6% 4%5%

51%

49%

Net sales and EBITAE (x €1.000)

Staff turnover (FTEs)

Number of FTEs at 31-12-2010

Number of FTEs at 31-12-2011

Outflow

Inflow

Totaal number of employees (FTEs)

2011 2010 2009 2008

Keyfigures profit and loss account

Net sales (x €1.000) 196,684 161,714 154,213 66,528

EBITDAE 31,105 25,052 23,388 11,469

% 16% 15% 15% 17%

EBITAE 19,756 16,826 17,198 9,903

% 10% 10% 11% 15%

31-12-2011 31-12-2010 01-01-2010

Keyfigures balance sheet

Total assets 200,450 162,430 170,179

Group equity 44,732 34,663 26,823

Tangible fixed assets 9,472 7,019 5,950

Intangible fixed assets 118,156 89,295 91,486

2008

2009

2010

2011

66,528

9,903

154,213

17,198

161,714

16,826

196,684

19,756

2008

2009

2010

2011

829

1,443

1,487

1,628

1,487

437

-296

1,628

Net sales

EBITAE

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).

36 CareCTRL 102 Mobility Platform100 Integrated Case Evaluation Support System

30 C1000 Test & Pilot

6 MijnGezondheid.net 12 uCAN Intelligent Automotive 18 iCaress and iQuarant 24 Integration of Tax Information Point and Contact Centre

2

4 The world of TSS

8 TSS Profile

11 Preface

14 Report from the Managing Board of Directors 26 Corporate Social Responsibility (CSR) 28 Human Resources 32 Corporate governance 34 Report from the Supervisory Board

38 TSS Anticipating solutions 39 PSYGIS Quarant: from innovation to a new standard 40 Pharmaceutical interventions: proven added value 41 Test recommendation for the City of Almere 42 Municipal cooperation with CiVision WIZ 43 Wezuki: the right contact in the right place 44 Actuera Software Factory: long-term partnership with Yonder 45 First-class service at ABN AMRO Mortgages 46 Close to the customer and always up to date 47 Annual Report 48 Consolidated income statement for the year ended 31 December 2011 49 Consolidated statement of comprehensive income 50 Consolidated statement of financial position as at 31 December 2011 52 Consolidated statement of changes in equity 53 Consolidated statement of cash flows for the year ended 31 December 2011 54 Notes to the consolidated financial statements 88 Company income statement as at 31 December 2011 88 Statement of comprehensive income 89 Company statement of financial position as at 31 December 2011 90 Company statement of changes in equity 91 Notes to the company financial statements 97 Other information 98 Independent auditor’s report

Contents

3 ANNuAL REPoRT 2011

Application development and maintenance(i.a. Aquima)

Consultancy

Software, Implementation

and Maintenance (i.a. Pharmacom)

Testing & QA

Taxes & Land registryCivil a�airs

CARE CTRLISOFT

Mid O

�ce system

Mortgages

(development & m

anagement)

PSYGIS

Public a�airs and M

ido�ce

Escura (incl. Lloyds)Franciscus Ziekenhuis RoosendaalGemeente AlmeloGemeente DeventerGemeente MedemblikGemeente Utrecht

Gemeente Velsen

GGz Breburg

ING Bank

J&T Autolease

KPN

Lentis

MediqMarvell

NN-Verzekeringen

PBG Zorgholding

St. E

lisab

eth

Ziek

enhu

is

St. G

C Zo

eter

mee

rSt

ater

Stic

htin

g Br

onov

o-Ne

boTe

rber

g Le

asin

gU

MC

Utr

echt

Volk

swag

en P

on F

inan

cial

Ser

vice

s

Zorg

groe

p Al

mer

e

ABN AM

RO H

ypotheken Groep

Academisch M

edisch Centrum

Actuera

Alliance Healthcare

Amphia Ziekenhuis

ASML

Athlon Car Lease International

BCICTBosch

Broekhuis LeaseC1000CochlearEurosystems

Exact

Philips

PinkRocca

de Hea

lthca

re

SNS

Oad

Rabob

ank

Wes

tlan

dUtr

echt

Ban

k

Yonder

TASS

KZA

Everest

Co-Maker

PharmaPartners

PinkRoccadeHealthcare

PinkRoccadeLocal

Government

TSS 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.

The world of

4

Application development and maintenance(i.a. Aquima)

Consultancy

Software, Implementation

and Maintenance (i.a. Pharmacom)

Testing & QA

Taxes & Land registryCivil a�airs

CARE CTRLISOFT

Mid O

�ce system

Mortgages

(development & m

anagement)

PSYGIS

Public a�airs and M

ido�ce

Escura (incl. Lloyds)Franciscus Ziekenhuis RoosendaalGemeente AlmeloGemeente DeventerGemeente MedemblikGemeente Utrecht

Gemeente Velsen

GGz Breburg

ING Bank

J&T Autolease

KPN

Lentis

MediqMarvell

NN-Verzekeringen

PBG Zorgholding

St. E

lisab

eth

Ziek

enhu

is

St. G

C Zo

eter

mee

rSt

ater

Stic

htin

g Br

onov

o-Ne

boTe

rber

g Le

asin

gU

MC

Utr

echt

Volk

swag

en P

on F

inan

cial

Ser

vice

s

Zorg

groe

p Al

mer

e

ABN AM

RO H

ypotheken Groep

Academisch M

edisch Centrum

Actuera

Alliance Healthcare

Amphia Ziekenhuis

ASML

Athlon Car Lease International

BCICTBosch

Broekhuis LeaseC1000CochlearEurosystems

Exact

Philips

PinkRocca

de Hea

lthca

re

SNS

Oad

Rabob

ank

Wes

tlan

dUtr

echt

Ban

k

Yonder

TASS

KZA

Everest

Co-Maker

PharmaPartners

PinkRoccadeHealthcare

PinkRoccadeLocal

Government


MijnGezondheid.netPatient portal for medication servicesPartnership between pharmacists and GPs to ensure the safest possible medication

Apotheek Avereest | PharmaPartners

DIRECT CoNTACT

6

DIRECT CoNTACT

7ANNuAL REPoRT 2011

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.

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,

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

Company structureTSS 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 is engaged in developing solu-tions with its clients’ customers in mind, thereby anticipating market demand.

Anticipating Solutions

TSS Profile

8

TSS Supervisory Board

PinkRoccade Healthcare

PinkRoccade Local Government

TASS

KZA

Yonder

Co-maker

Everest

PharmaPartners

TSS Managing Board of Directors

TSS Executive Board

TSS portfolio holders

M&

A

Fina

nce

Sale

s

HR

MD

& C

oope

ratio

n

Inno

vatio

n

Qua

lity

& R

isk

Mar

ketin

g &

Com

mun

icat

ions

TSS TSS companies

TSS’ Vision StatementAnticipating continuous change creates winners.

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

TSS’ goalAs 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.

Core values

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

EnterprisingWe 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.

InnovativeWe 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.

TSS Governance model


TSS Balanced ScorecardAs 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.

FinancialRevenue growth

EBITAE

Revenue growth per FTE

ClientClient satisfaction

EBITAE

Internal processesStaff costs/total costs

Staff FTEs/total number of FTEs

Revenue from top ten clients

Marketing and Sales expenditure

Employability

Productivity

Overhead

Gross margin

Innovation & TrainingEmployee satisfaction

Unwanted turnover

Absenteeism

Number of hours of training per FTE

Research & Development

Finan

cial

Innovation & Training

ClientInternal P

roce

sses

We

crea

te val

ue

We learn, improve and innovate

We add value for our clients

We facilitat

e e�ec

tive

orga

nisa

tion

TSS Quality Standards

Highest level of professionalism

10

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

Preface

Matthieu van Amerongen – CFO

ClientClient satisfaction

EBITAE


uCAN Intelligent AutomotiveUniversal vehicle data registration systemLonger vehicle life and more responsible driving behaviour

TASS technology solutions | Beijer automotive

BETTER DRIVING

12

BETTER DRIVING

13ANNuAL REPoRT 2011

Strategy realisedThe 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 economyAs 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.

growth6%

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.

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.

Report from the Managing Board of Directors

14

Results for 2011

Financial results2011 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%.

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 qualityInnovation 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.

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

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.

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.

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.

10

27.5million

Liquidity

EBITAE

percent


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.

Finance and acquisitionStarting 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.

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.

Employees and developmentOne 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 above-average 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,

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 & Services2 Innovation3 Working climate4 Governance5 Corporate citizenship6 Leadership7 Financial performance

Marketing and SalesMarketing 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 coop-eration 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

Reputation programmesince 2010

16

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.

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)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.

outlookThe 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.

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

200million

outlook

Investinge-government


iCaress and iQuarantTwo technological innovations for homecare and mental health careSmartphone access to patient data anywhere

Yonder | PinkRoccade Healthcare

EASY ACCESS

18

EASY ACCESS


Business trends and developments

Co-makerFocusing 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.

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.

EverestEverest 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

Executive Board Robin van Poelje (CEo)

Matthieu van Amerongen (CFo)

Abdeluheb Choho (CMo)

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.

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

Edwin previously served as director of Imtech Technical

Systems and business unit manager at Ordina Technical

Automation and High Tech Automation.

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.

MobilityPlatform

Executive Boarddirects TSS

20

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.

PharmaPartnersA 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

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 accom-modate 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.

KZAIT 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 CTAL-certified 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

Service focus

7.8

Socialinnovation

160,000users


PinkRoccade Local GovernmentLocal governments are dealing with rising expec-tations 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 subse-quently 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 depart-ment through the acquisition of Planconsult.

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 govern-ment budgets will be replaced by performance-based pay in 2012. In addition, hospitals will sign contracts with health insurance companies for more than two thirds of all treatments.

PinkRoccade HealthcareThe 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).

Affordable

care

Improvedservices

22

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 conjunc-tion 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.

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.

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

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 communica-tions and application development, including in the healthcare and treatment markets. TASS has also been exploring new markets, such as healthcare and mobile applications.

YonderIn 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

Innovation andanticipation

New market orientation


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

Veere Municipal Authority | PinkRoccade Local Government

FASTER AND EASIER

24

FASTER AND EASIER


■■ 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

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■■ 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.

Corporatecitizenship

Corporate Social Responsibility (CSR)

26

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 environmentEnergy 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 environ-mental 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 activitiesIn 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.

Go for Africa

Electric lease car


ProfessionalismThe 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.

ProceduresThe company’s procedures are geared to the specific area of expertise in which they operate.The TSS companies assign high levels of responsi-bility 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.

Human Resources

graduates

95per cent

28

HR policyEach 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 developmentThe TSS companies are organisations that reflect the spirit of their markets, where each market has its own distinct pace and dynamic. The inter-relation 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 2011At 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.

per cent

Personal development

employees

2.61,751


C1000 Test & PilotContinuously testing changes in the C1000 IT systems to ensure thatany change is an improvement

C1000 | KZA

TESTED AS EXCELLENT

30

TESTED AS EXCELLENT


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.

SupervisionThe 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.

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.

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.

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

Corporate governance

Executive Board directs strategy

32

Internal risk management and monitoring systemsTSS defines its risk profile in terms of market risk, financial risk and operational risk.

Market risk represents the risk of negative short-term 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.

AuditorThe 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 reportsIn 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.

51% recurringrevenue


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.

The year 2011 was a transitional year for the Supervisory Board, in which the changes intro-duced 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.

Report from the Supervisory Board

unique managementstructure

34

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.

Professor Emeritus L. Koopmans (Chairman)

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.

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

Report from the Supervisory Board

Stronger connections


CareCTRL Connecting and streamlining business processesSAP-certified solution for healthcare

Academic Medical Center | PinkRoccade Healthcare

WoRK BETTER

36

WoRK BETTER


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.

TSS Anticipating solutions

PinkRoccade Healthcare

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.

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’).

PSYGIS Quarant: from innovation to a new standard


PharmaPartners

Patient complianceincreased 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 pharmaco-therapy 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 phar-macy 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 coop-erative 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 interventionsThe 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 medica-tion. Once certain categories of patients (e.g. those who have changed address) have been eliminated, less than 20% of the popu-lation requires pharmaceutical intervention in the form of a letter, telephone call, or consultation with their GP.

Maximum resultsThrough the secondary prevention of heart disease and cardiovas-cular 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 dereg-ulated rates and services effective for public-sector pharmacists in the Netherlands from 1 January 2012.

In october 2011, the ‘Connecting for Care’ Cooperative received the FPZ

Innovation Award from pharmacists’ organisation KNMP for the test platform.

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

Pharmaceutical interventions: proven added value

40

KZA

Time schedule

1st monthInterviews

2nd monthInterview reports

3rd monthFinal Report & Presentation

Future-proof testing system

The City of Almere sought to identify the issues relevant to proce-dures 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 overviewKZA 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.

The recommendations provided by KZA will affect both the require-ments 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.

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.

Test recommendation for the City of Almere


PinkRoccade Local Government

Improvedservice levels

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 storageBy 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 servicesThe 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.

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

Municipal cooperation with CiVision WIZ

42

TASS

02

IOS

Number of employees

Platforms

SoftwareEngineers (dedicated)

1 Project Manager

2 Senior Designers

Time schedule

Jun 2011 Initial contact

Jul 2011 Contract

Jan 2012 Live in App Store

Jul 2012 Website to go live

At the same time, we want to continue meeting each other face- to-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 matchmakerIndustry 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 outTo 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 projectWezuki 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%.

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.

Wezuki: the right contact in the right place


Yonder

Number of developers

20of Actuera

08of Yonder

19 men01 woman

23 men

05 women

More flexiblesoftware 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.

TeamsActuera does not consider cost savings the main purpose of its partnership with Yonder: its top priority is making software devel-opment 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.

FocusActuera 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.

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.

Actuera Software Factory: long-term partnership with Yonder

44

8.5

Everest

Conversion rate

1/601/60 1/15

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.

SupportA 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 platformThe 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 conver-sion 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.

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

First-class service at ABN AMRo Mortgages


FULLSERVICE

application

management

Co-maker

capacity needed in technical management

70% less

The partnership between Co maker and Broekhuis Lease has proved to be long-term.

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, compre-hensive 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 improvementsIn 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.

Close to the customer and always up to date

46

47 ANNuAL REPoRT 2011 47

48 Consolidated income statement for the year ended 31 December 2011 49 Consolidated statement of comprehensive income 50 Consolidated statement of financial position as at 31 December 2011 52 Consolidated statement of changes in equity 53 Consolidated statement of cash flows for the year ended 31 December 2011 54 Notes to the consolidated financial statements 88 Company income statement as at 31 December 2011 88 Statement of comprehensive income 89 Company statement of financial position as at 31 December 2011 90 Company statement of changes in equity 91 Notes to the company financial statements 97 Other information 98 Independent auditor’s report

Annual Report

Consolidated income statement for the year ended 31 December 2011

In thousands of euros 2011 2010

6 Revenue 196,684 161,714

Cost of sales -22,902 -20,683

Gross profit 173,782 141,031

7 Wages and salaries -103,597 -88,045

Depreciation -18,125 -11,7868 Other operating expenses -41,201 -28,573

Result from operating activities 10,859 12,627

Finance income 990 620

Finance expenses -3,965 -3,042

Result before tax 7,884 10,205

9 Income tax expenses -2,110 -1,916

Result for the year 5,774 8,289

48

Consolidated statement of comprehensive income


Result for the year 5,774 8,28928 Actuarial gains arising on defined benefit

pension schemes 1,102 -

Exchange result arising on translation of foreign

operations -17 -15 24 Cash flow hedge 243 131

29 Income tax relating to components of other

comprehensive income

-291

-39

Total comprehensive income for the year 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

Total comprehensive income attributable to:Owners of the parent 4,931 6,750

Non-controlling interest 1,880 1,631

6,811 8,381


Consolidated statement of financial position as at 31 December 2011

In thousands of euros 31-12-2011 31-12-2010 01-01-2010

ASSETS10 Property, plant and equipment 9,472 7,019 5,950

11 12 13 Intangible assets 118,156 89,295 91,48629 Deferred tax assets 9,188 8,997 9,64115 Derivative financial assets 3 54 12116 Loans receivables 1,176 1,277 1,134

Total non-current assets 137,995 106,642 108,332

17 Trade receivables 21,653 23,739 21,030

Income taxes - - 73118 Prepaid expenses 8,124 3,671 1,47117 Other receivables 2,538 2,702 2,95219 Cash and cash equivalents 30,140 25,676 35,663

Total current assets 62,455 55,788 61,847

Total assets 200,450 162,430 170,179

50


EQuITY20 Share capital 18 18 1822 Share premium 19,847 16,171 17,89523 Legal reserve 19,166 18,359 16,63524 Cash flow hedge reserve -529 -757 -84925 Other reserves -937 -8,049 -7,885

Result for the year 4,132 6,711 -

41,697 32,453 25,814

Non-controlling interest 3,035 2,210 1,009

Total equity 44,732 34,663 26,823

LIABILITIES26 Loans and borrowings 50,387 47,575 53,97927 Employee benefits 348 217 23215 Derivative financial liabilities 903 1,064 1,26229 Deferred tax liability 19,024 14,575 14,533

Deferred income 5,154 2,499 2,952

Other payables 5,152 - -

Total non-current liabilities 80,968 65,930 72,958

26 Loans and borrowings 12,228 12,865 14,71430 Trade creditors 12,743 11,032 7,525

Income tax 860 169 -31 Amounts owed to associated companies - 3,006 11,19130 Deferred income 16,913 4,726 5,10630 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

Total equity and liabilities 200,450 162,430 170,179


Consolidated statement of changes in equity

In thousands of euros Share capital

Share premium

Legal reserve

Cash flow hedge

reserve

other reserves

Result for the year

Total

Balance at 1 January 2010 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 - - - - - - -

Changes in ownership interests

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 -


Additions - 4,500 - - - - 4,500

Exchange results - - -17 - - - -17



Actuarial gain - - - - 826 - 826

Cash flow hedge - - - 228 -238 - -10

Balance at 31 December 2011 18 19,847 19,166 -529 -937 4,132 41,697

52

Consolidated statement of cash flows for the year ended 31 December 2011


Cash flows from operating activitiesResult before tax 7,884 10,205

Adjustments for:Depreciation 18,125 11,786

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

Interest received 990 620

Interest paid -2,334 -2,251

Income taxes paid -2,122 -319

Net cash from operating activities 26,443 10,383

Cash flows from investing activitiesInvestments intangible fixed assets -8,645 -6,370

Investments property, plant and equipment -5,711 -4,294

Disposals property, plant and equipment 65 -

Acquisition of subsidiaries -28,000 -

In /decrease financial fixed assets 101 -143

Net cash used in investing activities -42,190 -10,807

Cash flows from financing activitiesShare premium 4,500 -

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


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 activitiesThe 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 complianceThe 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 consolidationWhere 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 currencyTransactions 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 – goodwillGoodwill 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.


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 Life Valuation method■■ Licences and trademarks 10 years Multiple of estimated revenues and profits■■ Customer relationships 10 – 22 years Estimated discounted cash flow■■ Intellectual property rights 5 – 10 years 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 assetsThe 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


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 liabilitiesThe 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 attribut-able 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 accountingHedge 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 hierarchyIFRS 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. quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); b. 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 c. 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 capitalFinancial 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 schemesContributions to defined contribution pension schemes are charged to the consolidated income statement in the year to which they relate.

Retirement benefits: Defined benefit schemesPension 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 obliga-tion 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 index-ation 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.


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.

ProvisionsThe 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.

RevenueRevenue 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 vendor-specific 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 grantsGovernment 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 expenseFinance 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 taxIncome 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.


Presentation of cash flow statementThe 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

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.

62

(f) Assumptions provision for bad and doubtful debts

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.

4 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 assump-tions made in determining fair values is disclosed in the notes specific to that asset or liability.

Trade and other receivablesThe 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 instrumentsThe 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.


Financial assetsIn thousands of euros 2011 2010

Carrying value Maximum exposure

Carrying value Maximum exposure

Loans receivables 1,176 1,176 1,277 1,277

Derivative financial assets 3 3 54 54

Trade receivables 21,653 21,653 23,739 23,739

Prepaid expenses 8,124 8,124 3,671 3,671

Other receivables 2,538 2,538 2,702 2,702

Cash and cash equivalents 30,140 30,140 25,676 25,676

Total financial assets 63,634 63,634 57,119 57,119

Cash in bankA 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.

RisksThe 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 riskThe 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 riskThe 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 riskLiquidity 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 DisclosuresThe 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 2011 2010

Services 182,531 149,725

Hardware 1,055 1,904

Licenses 13,098 10,085

Revenues 196,684 161,714

7 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).

65 annuaL RepoRt 2011

8 other operating expenses

Audit feeThe fee for the audit of the consolidated financial statements 2011 amounts approximately €280,000.

9 Income tax expenses

The tax expense for the year can be reconciled to the result in the income statement as follows:


Result before tax 7,884 10,205

Income tax using the domestic tax rate of 25% (2010: 25.5%) 1,971 2,603

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

Effect of tax rate change - 112

Available losses 732 -

Interest rate swap 46 -

Foreign tax rate differences -29 -8

Taxes previous years 464 -58

Income tax expense 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

Cost

Balance at 1 January 2010 1,924 219 19,424 - 21,567

Additions 132 22 4,125 15 4,294

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

Additions 322 29 5,360 - 5,711

New consolidations - - 4,139 - 4,139

Disposals -12 - -321 -15 -348

Balance at 31 December 2011 2,366 149 32,359 - 34,874

Depreciation

Balance at 1 January 2010 -773 -207 -14,637 - -15,617

Depreciation for the year -284 -11 -2,930 - -3,225

Disposals - 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

New consolidations - - -2,564 - -2,564

Disposals 7 - 279 - 286

Balance at 31 December 2011 -1,381 -111 -23,910 - -25,402

Carrying amounts

At 1 January 2010 1,151 12 4,787 - 5,950

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.


11 Intangible assets

In thousands of euros Purchased Develop- Intellectual Customer Total

goodwill ment property Relation-

buildings expenses rights ships

Cost

Balance at 1 January 2010 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

New consolidations - - 11,128 10,518 21,646

Disposals - -730 - - -730

Balance at 31 December 2011 36,629 43,920 15,474 63,608 159,631

Depreciation and impairment

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

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

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

68

Current estimates of useful economic live of intangible assets are as follows:

Goodwill IndefiniteDevelopment expenses 7 yearsIntellectual property rights and trade names 5 – 10 yearsCustomer relationships 10 – 22 years

12 Goodwill

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


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

13 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.


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

Name company 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) 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% 100%

H.I. Systems B.V., Breda 75% (indirect)

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 capsThe 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


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.


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:


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:


At beginning of the year 372 504

New consolidations 92 -

Provided during the year -22 -

Receivable written off during the year as uncollectable 17 43

Unused amounts reversed -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


ABN AMRO Bank N.V. 22,836 25,221

Rabobank 6,858 -

Dexia Bank Belgium N.V. / S.A. 340 328

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


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 2010Gains 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 2011Gains recognized on hedging instruments 243 - -

Exchange differences arising on translation of foreign operations - -17 -

Actuarial result on defined benefit pension schemes - - 1,102

Taxation -15 - -276

228 -17 826

22 Share premium

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


As at 1 January 16,171 17,895

Additions 4,500 -

Movement to legal reserve -824 -1,724

As at 31 December 19,847 16,171

74

23 Legal reserve

The legal reserve concern the reserves which are formed by the subsidiaries for the capitalised development expenses and translation differences.


As at 1 January 18,359 16,635

Movement to other reserves -17 -

Movement from share premium 824 1,724

As at 31 December 19,166 18,359

24 Cash flow hedging reserve


As at 1 January -757 -849

Gains recognized on hedging instruments 228 92

As at 31 December -529 -757

25 other reserves


As at 1 January -8,049 -7,885

Result appropriation prior year 6,711 -

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.


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


Non-currentAmounts owed to credit institutions 30,503 28,620

Other loans 19,884 18,955

50,387 47,575

CurrentRepayment obligation 9,642 8,955

Amounts owed to credit institutions 2,586 3,910

12,228 12,865

Total loans and borrowings 62,615 60,440

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 2011 2010

Pensions – defined benefit schemes (note 28) - -

Provision for pensions 40 42

Provision for jubilee 308 175

348 217

ProvisionsIn thousands of euros Jubilee Pensions Total

At 1 January 2011 175 42 217

Charged to profit or loss 160 -2 158

Released in year -27 - -27

At 31 December 2011 308 40 348

JubileeThe 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.

PensionsThe 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

GeneralThe 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.


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 positionFair value of plan assets 22,256

Present value of funded obligations -15,655

Total 6,601

Limitation of asset ceiling -6,601

Unrecognized past service cost -

Net assets / (liabilities) -

Reconciliation of plan assetsAcquired in business combinations 17,462

Expected return 922

Contributions by Group 1,658

Benefits paid -468

Settlements 196

Actuarial gain / (loss) 2,486

At end of year 22,256

Composition of plan assetsEquities 6,470

Bonds 13,335

Property 1,395

Cash 1,056

22,256

78

In thousands of euros 2011

Reconciliation of plan liabilitiesAcquired in business combinations 18,564

Interest cost 962

Current service cost 1,381

Benefits paid -468

Actuarial (gain) / loss -4,784


Cumulative actuarial gains ( / loss) recognized in other comprehensive incomeAt beginning of year -

Recognized during the year 1,102


Included in administrative expensesCurrent service cost 1,381

Benefits paid -468

913

Principal actuarial assumptionsIn % 2011

Discount rate on plan liabilities 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.


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:


At 1 January -5,578 -4,892

Recognized in purchase price allocation -4,281 -

Recognized in profit and lossTax expense 314 -647

Recognized in other comprehensive incomeGains on hedging instruments in cash flow hedges -15 -39

Actuarial result on defined benefit pension schemes -276 -

At 31 December -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:

In thousands of euros Asset 2010 Liability 2010

Net 2010 (Charged) /Credited to

profit or loss 2010

(Charged) /Credited to

oCI 2010

Tangible assets

(differences in depreciation) 164 -380 -216 -316 -

Intangible assets

(development costs fiscally

not recognized) - -2,920 -2,920 -613 -

Intangible assets

(as a result of PPA) 6,455 -11,401 -4,946 63 -

Available losses 2,252 - 2,252 219 -

Derivative financial liabilities 266 -14 252 - -39

Tax assets /(liabilities) 9,137 -14,715 -5,578 -647 -39

Set off of tax -140 140 - - -

Net tax asset /(liabily) 8,997 -14,575 -5,578 -647 -39

In thousands of euros Asset 2011 Liability 2011

Net 2011 Recognized in PPA 2011


profit or loss 2011


oCI 2011

Tangible assets

(differences in depreciation) 455 -828 -373 - -157 -

Intangible assets

(development costs fiscally

not recognized) - -3,684 -3,684 - -764 -

Intangible assets

(as a result of PPA) 5,653 -14,740 -9,087 -4,281 416 -276

Available losses 3,083 - 3,083 - 831 -

Derivative financial liabilities 226 -1 225 - -12 -15

Tax assets /(liabilities) 9,417 -19,253 -9,836 -4,281 314 -291

Set off of tax -229 229 - - - -

Net tax asset 9,188 -19,024 -9,836 -4,281 314 -291


A deferred tax asset has not been recognized for the following:


Unused tax losses 5,388 171

5,388 171

30 Trade and other payables


Trade creditors 12,743 11,032

Taxes and social premiums 8,645 6,563

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 Book value Adjustment Fair value

Property, plant and equipment 237 - 237

Client portfolio - 3,613 3,613

Software - 2,285 2,285

Receivables 1,405 - 1,405

Cash - - -

Payables -997 - -997

Bank loan -315 - -315

Deferred tax liability - -1,475 -1,475

Total net assets 330 4,423 4,753

PharmaPartners B.V.In thousands of euros Book value Adjustment Fair value

Property, plant and equipment 1,341 - 1,341

Trademark - 2,400 2,400

Client portfolio - 6,905 6,905

Software 542 5,022 5,564

Tax assets 206 - 206

Inventories 46 - 46

Receivables 3,717 - 3,717

Cash 16,564 - 16,564

Payables -16,389 - -16,389

Defined benefit pension plan - -1,102 -1,102

Previously unrecognized provisions - -2,000 -2,000

Deferred tax liability - -2,807 -2,807

Total net assets 6,027 8,418 14,445

Fair value of consideration paidCash 28,000

Contingently 4,000

Contingent cash consideration -

Total consideration 32,000

Goodwill (note 12) 12,802


33 Related parties

Related party transactionsNo material related party transactions have occurred.

Receivables from and payables due to related partiesSee note 16 and 31.

Directors and supervisory board remunerationThe 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

GAAPEffect of transi-

tion to IFRSs IFRSs

ASSETSProperty, plant and equipment 5,950 - 5,950

(a) Intangible assets 84,844 6,642 91,486

(c) Deferred taxes 2,277 7,364 9,641

(b) Derivative financial assets - 121 121

Loans receivables 1,134 - 1,134


Trade receivables 21,030 - 21,030

Income taxes 731 - 731

Prepaid expenses 1,471 - 1,471

Other receivables 2,952 - 2,952

Cash and cash equivalents 35,663 - 35,663

Total current assets 61,847 - 61,847

Total assets 156,052 14,127 170,179

EQuITYShare capital 18 - 18

Share premium 17,895 - 17,895

Legal reserve 16,635 - 16,635

(b) Cash flow hedge reserve - -849 -849

Other reserves -7,904 19 -7,885

26,644 -830 25,814

Non-controlling interest -279 1,288 1,009

Total equity 26,365 458 26,823

LIABILITIESLoans and borrowing 53,979 - 53,979

Employee benefits 232 - 232

(b) Derivative financial liabilities - 1,262 1,262

(c) Deferred tax liability 2,126 12,407 14,533

Deferred income 2,952 - 2,952

Total non-current liabilities 59,289 13,669 72,958

Loans and borrowings 14,714 - 14,714

Trade creditors 7,525 - 7,525

Amounts owed to associated companies 11,191 - 11,191

Deferred income 5,106 - 5,106

Other payables 31,862 - 31,862

Total current liabilities 70,398 - 70,398




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 2010In thousands of euros Previous

GAAPEffect of transi-

tion to IFRSs IFRSs

Revenue 161,714 - 161,714

Cost of sales -20,683 - -20,683

Gross profit 141,031 - 141,031

(d) General and administrative expenses -149,020 20,616 -128,404

operating profit -7,989 20,616 12,627

Finance income 620 - 620

Finance costs -3,042 - -3,042

Result before tax -10,411 20,616 10,205

(e) Tax expense -1,848 -68 -1,916

Result for the year -12,259 20,548 8,289

(f) Cash flow hedge - 131 131

(f) Income tax relating to components of other comprehensive income - -39 -39

Total comprehensive income for the year -12,259 20,640 8,381

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

Fiscal entitiesCo-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.


Company income statement as at 31 December 2011


Result from ordinary activities after taxation 461 -339

Result participations 3,671 7,050

Result for the year 4,132 6,711

Statement of comprehensive income


Result for the year 4,132 6,71145 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 -212 -19

Total comprehensive income for the year 4,931 6,750

88

Company statement of financial position as at 31 December 2011


ASSETSProperty, plant and equipment 4 5 9

Intangible assets - - -38 Subsidiaries 36,664 31,056 22,21039 Receivables from group companies 6,584 3,843 92340 Loans receivables 1,124 1,275 1,132


41 Receivables from group companies and related parties 931 93 15242 Prepaid expenses - 73 6043 Other receivables 100 107 12144 Cash and cash equivalents 509 729 13,068

Total current assets 1,540 1,002 13,401

Total assets 45,916 37,181 37,675

45 EQuITYShare capital 18 18 18

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 4,132 6,711 -

Total equity 41,697 32,453 25,814

LIABILITIES46 Amounts owed to group companies 3,494 667 -

Total non-current liabilities 3,494 667 -

47 Trade creditors 323 481 13448 Amounts owed to associated companies - 3,006 11,191

Income tax - 24 -47 Other payables 402 550 536

Total current liabilities 725 4,061 11,861




Company statement of changes in equity

In thousands of euros Share

capital

Share premium

Legal reserve

Cash flow hedge

reserve

other reserves

Result for the year

Total

Balance at 1 January 2010 18 17,895 16,635 -849 -7,885 - 25,814

Movement legal reserve - -1,724 1,724 - - - -

Result previous year - - - - - - -


Exchange results - - - - - - -



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 -


Additions - 4,500 - - - - 4,500

Exchange results - - -17 - - - -17



Actuarial gain - - - - 826 - 826

Cash flow hedge - - - 228 -238 - -10

Balance at 31 December 2011 18 19,847 19,166 -529 -937 4,132 41,697

90

Notes to the company financial statements

37 Accounting Policies

GeneralFor an explanation of the principles, we refer to the principles accompanying the consolidated financial statements.

Statement of complianceThe 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 statementsThe 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


Kwaliteitszorg in de Automatisering (KZA) B.V. 3,186 2,691

Co-maker Holding B.V. 3,398 1,152

6,584 3,843

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


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


Value added tax - 84

Other receivables 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


Cash and bank balances 509 729

The cash and bank balances are freely disposable.

92

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


Trade creditors 323 481

Taxes and social premiums 101 24

Other payables 301 550

725 1,055

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.


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

transition to IFRSs

IFRSs

ASSETSProperty, plant and equipment 9 - 9

(a) Intangible assets 444 -444 -

(b) Subsidiaries 22,596 -386 22,210

Receivables from group companies 923 - 923

Loans receivables 1,132 - 1,132

Total non-current assets 25,104 -830 24,274

Receivables from group companies and related parties 152 - 152

Prepaid expenses 60 - 60

Other receivables 121 - 121

Cash and cash equivalents 13,068 - 13,068

Total current assets 13,401 - 13,401

Total assets 38,505 -830 37,675

EQuITYShare capital 18 - 18

Share premium 17,895 - 17,895

Legal reserve 16,635 - 16,635

(c) Cash flow hedge reserve - -849 -849

Other reserves -7,904 19 -7,885

Total equity 26,644 -830 25,814

LIABILITIESTrade creditors 134 - 134

Amounts owed to associated companies 11,191 - 11,191

Other payables 536 - 536

Total current liabilities 11,861 - 11,861

Total liabilities 11,861 - 11,861

Total equity and liabilities 38,505 -830 37,675

94

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 2010In thousands of euros Previous GAAP Effect of

transition to IFRSs

IFRSs

(d) Result from ordinary activities after taxation -531 192 -339

(e) Result participations -10,486 17,536 7,050

Profit for the year -11,017 17,728 6,711

(f) Cash flow hedge - 58 58

(f) Income tax relating to components of other comprehensive income - -19 -19

Total comprehensive income for the year -11,017 17,767 6,750

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


51 other information

Average number of employeesDuring 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. KoopmansM.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 profitsThe 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 2011The management proposes to the General Meeting of Shareholders to add the result to the Other reserves.


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 responsibilityManagement 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 responsibilityOur 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 statementsIn 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 statementsIn 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


Integrated Case Evaluation Support SystemEfficient information management in the child protection chainQuick and easy access to individual client details

Child Care Protection Board | Everest

FuLL PICTuRE

100

FuLL PICTuRE


Mobility PlatformInnovative product for the leasing market and fleet managersMaximum mobility for all employees

Co-maker | Everest

MAXIMuM FREEDoM

102

MAXIMuM FREEDoM


31-12-2011 31-12-2010 01-01-2010

In thousands of euros Company Con soli- dated

Company Con soli- dated

Company Con soli- dated

Solvency

Shareholders’ equity 41,697 44,732 32,453 34,663 25,814 26,823

Quasi shareholders’ equity - 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

Solvency 91% 30% 87% 30% 69% 24%

Current ratio

Current assets 1,031 32,315 273 30,112 333 26,184

Cash 509 30,140 729 25,676 13,068 35,663

Total 1,540 62,455 1,002 55,788 13,401 61,847

Current liabilities 725 74,750 4,061 61,837 11,861 70,398

Current Ratio 2.1 0.8 0.2 0.9 1.1 0.9

Net debt / EBITDAE

Cash -30,140 -25,676 -35,663

Long-term liabilities 50,387 47,575 53,979

Quasi shareholders’ equity -15,464 -14,745 -14,269

Amounts owed to credit

institutions 12,228 12,865 14,714

Amounts owed to associated

companies - 3,006 11,191

Total 17,011 23,025 29,952

Operating result 10,859 12,627 -557

Depreciation & amortisation 18,125 11,786 20,605

Exceptionals 2,108 639 3,340

EBITDAE 31,092 25,052 23,388

Net debt / EBITDAE 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.

other key figures

104

Co-maker Wolga 52491 BK ‘s-Gravenhage+31 (0)70 - 317 80 40www.comaker.com

KZA Tolweg 53741 LK Baarn+31 (0)35 - 543 10 00www.kza.nl

PinkRoccade Healthcare Fauststraat 37323 BA Apeldoorn+31 (0)55 - 599 92 00www.pinkroccade-healthcare.nl

TASS Larixplein 65616 VB Eindhoven+31 (0)40 - 250 32 00www.tass.nl

Everest Reitscheweg 555232 BX ‘s-Hertogenbosch+31 (0)73 - 645 04 60www.everest.nl

PharmaPartners Wilhelminakanaal Zuid 110a4900 AA Oosterhout+31 (0)88 - 688 88 88www.pharmapartners.nl

PinkRoccade Local Government Flight Forum 1595657 DD Eindhoven+31 (0)88 - 661 00 40 www.pinkroccadelocalgovernment.nl

Total Specific Solutions Papendorpseweg 753528 BJ Utrecht+31 (0)88 - 660 33 33www.totalspecificsolutions.nl

Yonder RoemeniëCalea Dorobantilor nr. 18 - 20 en 3 - 5Cluj Napoca, RoemeniëRO 4906881 +40 264 599 351www.tss-yonder.com

TASS BelgiumGaston Geenslaan 9B-3001 Leuven+32 16 24 16 80www.tass.be

Yonder Nederland Papendorpseweg 753528 BJ Utrecht+31 (0)85 - 273 32 18www.tss-yonder.com

ColophonPublished and edited byTotal Specific Solutions (TSS) B.V., UtrechtText and editingTotal IdentityDesign and layoutTotal IdentityPhotography and filmCorb!noPrintAndo

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

Annual report 2011 - Total Specific Solutions

Documents

Transcript of Annual report 2011 - Total Specific Solutions