Your world | Our world
annual report
2011
Financial key figures Total assets in 2011
200,450 Total number of employees (FTEs)
1,628
Net sales (x €1,000)
196,684 Net sales by solution
6%
EBITAE ( x €1,000)
19,756
18%
Consulting
ICT Services
27% Software-related services
49% Software
Net sales by market
Professionals / staff ratio
Net sales
6% 5%4% 12% 45%
14% 51% 49%
28%
86%
ICT and communication
Non-recurring
Staff
Consumer market
Recurring
Professionals
Financial services Government Healthcare Industry / industrial
2011
2010
2009
2008
196,684
161,714
154,213
66,528
31,105
25,052
23,388
11,469
16%
15%
15%
17%
19,756
16,826
17,198
9,903
10%
10%
11%
15%
31-12-2011
31-12-2010
01-01-2010
200,450
162,430
170,179
44,732
34,663
26,823
9,472
7,019
5,950
118,156
89,295
91,486
Keyfigures profit and loss account Net sales (x €1.000) EBITDAE % EBITAE %
Keyfigures balance sheet Total assets Group equity Tangible fixed assets Intangible fixed assets
Totaal number of employees (FTEs)
Net sales and EBITAE (x €1.000)
829
2008
2008
66,528
1,443
2009
9,903
1,487
2010
1,628
2011
2009
2010
2011
154,213 17,198
Staff turnover (FTEs)
161,714 16,826
1,487
196,684 19,756
437 -296 1,628
Net sales
Number of FTEs at 31-12-2010
Outflow
EBITAE
Number of FTEs at 31-12-2011
Inflow
Your world | Our world The theme of this annual report is reflected in a series of photos of projects involving the TSS companies. Click on the QR codes pictured to view a specially created video featuring an interview about the project. If you do not have a QR code scanner on your smartphone or tablet, you can download it free of charge from the App Store (Apple) or Play Store (Android).
6 MijnGezondheid.net
12 uCAN Intelligent Automotive
18 iCaress and iQuarant
24 Integration of Tax Information Point and Contact Centre
30 C1000 Test & Pilot
36 CareCTRL
100 Integrated Case Evaluation Support System
102 Mobility Platform
2
Contents
4
The world of TSS
8 TSS Profile
11 Preface 14 Report from the Managing Board of Directors
26 28 32 34
Corporate Social Responsibility (CSR) Human Resources Corporate governance Report from the Supervisory Board 
38 TSS Anticipating solutions
39 40 41 42 43 44 45 46
48 49 50 52 53 54 88 88 89 90 91 97 98
PSYGIS Quarant: from innovation to a new standard Pharmaceutical interventions: proven added value Test recommendation for the City of Almere Municipal cooperation with CiVision WIZ Wezuki: the right contact in the right place Actuera Software Factory: long-term partnership with Yonder First-class service at ABN AMRO Mortgages Close to the customer and always up to date
47 Annual Report Consolidated income statement for the year ended 31 December 2011 Consolidated statement of comprehensive income Consolidated statement of financial position as at 31 December 2011 Consolidated statement of changes in equity Consolidated statement of cash flows for the year ended 31 December 2011 Notes to the consolidated financial statements Company income statement as at 31 December 2011 Statement of comprehensive income Company statement of financial position as at 31 December 2011 Company statement of changes in equity Notes to the company financial statements Other information Independent auditor’s report
annual report 2011
3
h Medisc h Centrum
ra Actue
are althc
is nhu
eken Groep ABN AMRO Hypoth
c Academis
e nce H Allia
ea
r
ds
)
ms
act
end
aal
te A
Gem
L
loy
Ex
Roo s
een
l
Gem
ICT
uis
lme
eent e De
ente
hl
ste
iek enh
Geme
Co c
l. L
ro sy
sZ
on a ati
scu
BC
inc
e
ra (
Eu
nci
h sc Bo
as Le
cu
Fra
ASM
ern In t
ieke
se
L ea
Z hia
ar nC
A mp
lo Ath
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.
Es
0 00 C1
TSS
uis kh oe Br
The world of
lo
vent er
Mede
mblik
Gemeen
te Utre c
ht
Gemeente Ve
lsen
GGz Breburg
ING Bank se J&T Autolea KPN s
Lenti Mar
vell
iq
Med
gen
in ker rze e V N-
d
Oa
ng
ldi
s
ilip
Volksw agen P on
Zorggroep Almere
Utre
ing
UMC
eas
cht Financ ial Ser vices Westland Utrecht B ank
o Neb
Terb e
htin gB ron o Stic
4
rg L
vo-
Sta
ter
is GC St.
St
.E
lis ab
et h
Zie
ke n
n
Pi
ee r
hu
He
Ra bo b
e
d ca oc R k
re
ca
h alt
rm
Ph
S
r Zo
an k
G PB
Zo ete
o gh
SN
N
PinkRoccad e Local Governmen t
PinkR Heal occade thca re
Ph Par arma tne rs
Co -M ak er
t es er Ev A KZ
TASS Yonder
Application development and maintenance (i.a. Aquima)
Consult a
nc y
Soft w and are, Im plem Main (i.a. Phar tenance entation mac om) Tes ting &Q A Ta xe s
Ci
vil
aff
&
La
nd
reg
ist
ry
air
s
RE
CA RL
CT
FT s ISO age rtg nt) Mo eme tem anag sys ce t & m Offi men Mid velop (de
IS
PSYG
ce
d Midoffi
ffairs an Public a
annual report 2011
5
DIRECT MijnGezondheid.net Patient portal for medication services Partnership between pharmacists and GPs to ensure the safest possible medication
Apotheek Avereest | PharmaPartners
6
CONTACT annual report 2011
7
TSS Profile With approximately 1,800 employees and thirteen branches, Total Specific Solutions (TSS) is one of the largest non-listed IT companies in the Netherlands providing business software and related services. The TSS companies are specialised IT companies focusing on a specific expertise or a specific segment of the industry.
Anticipating
Solutions
TSS is engaged in developing solutions with its clients’ customers in mind, thereby anticipating market demand.
TSS is a single company with a shared market vision that is fully committed to the markets in which its companies operate. The group is headed by the Executive Board, which is composed of the managing directors of the TSS companies, while TSS is managed by the Managing Board of Directors. TSS operates a market-orientated organisational model, with the TSS companies maintaining a high degree of autonomy in all their business operations. The key values ‘committed’, ‘enterprising’ and ‘innovative’ express our shared brand identity.
Total Specific Solutions’ goals ■■
■■ ■■ ■■
■■
Successfully developing the TSS companies through market dynamics Encouraging pooling of resources Facilitating enterprise Ensuring unity in diversity, enterprise and quality Aiming for the highest level of professionalism
Based on these goals, TSS helps its companies to quickly respond to trends and developments in their markets, link them with state-of-the-art,
8
future-proof technologies, and translate this into specific software solutions and services in a proactive, dynamic way. This allows TSS companies to let their clients achieve success in a rapidly changing world.
Company structure TSS integrates two types of companies: ■■ IT specialists engaged in developing and integrating ‘technology push’ systems and solutions: – Everest – KZA – TASS – Yonder ■■ Market specialists that respond to current needs in specific markets (based on market pull), for organisations where IT is vital to the primary process. – PinkRoccade Local Government (local government market) – PinkRoccade Healthcare (healthcare market) – PharmaPartners (healthcare market) – Co-maker(leasing market) – Everest (financial and government markets) This means TSS both provides high-quality IT services and has a keen understanding of specific markets and the needs and requirements of our clients and their customers. Through partnerships based on market trends, TSS combines a broad, high-quality IT specialisation with in-depth knowledge of markets and customers.
TSS’ Vision Statement Anticipating continuous change creates winners.
TSS’ Mission Statement As the leading expert in our field, we help boost our clients’ business with future-orientated solutions.
TSS Governance model
TSS’ goal As a leading IT company specialising in business software and related services, we and our clients seize opportunities by identifying them at an early stage and providing specific solutions.
TSS Supervisory Board
Core values
TSS Managing Board of Directors
Committed We are fully committed to achieving the desired result. Our dedication shows that we build longterm relationships with our clients, our employees and society as a whole. This ‘whatever-it-takes’ attitude means we are only satisfied with best-inclass solutions for our clients.
TSS Executive Board
TSS portfolio holders
PharmaPartners
TSS
TSS companies
Quality & Risk
Everest
M&A
Co-maker
Finance
Yonder
Innovation
KZA
MD & Cooperation
TASS
HR
PinkRoccade Local Government
We are enterprising and assume responsibility for our initiatives. Our sense of enterprise is also expressed through our focus on relationships and our perseverance and practical approach.
Sales
PinkRoccade Healthcare
Marketing & Communications
Enterprising
Innovative We aim to remain the leading expert in our field, and view knowledge as a natural basis for future success. Because we need to be able to anticipate trends early, we always keep our eye on the future and are always prepared for the next big thing. This enables us to help clients achieve their goal of responding to their customers’ needs and requirements.
annual report 2011
9
lu
f
rc
li e
nts
Innovation & Training Unwanted turnover Absenteeism Number of hours of training per FTE Research & Development
Internal processes Staff costs/total costs Staff FTEs/total number of FTEs Revenue from top ten clients Marketing and Sales expenditure Employability Productivity Overhead Gross margin
Client Client satisfaction EBITAE
Financial Revenue growth EBITAE Revenue growth per FTE
a ti
ce In
e
ou
fa We
n is
lP
or ga
na te r
e
i
va
t
ti v
Cl
dd
or
ro
a We
en
on
sse
s
Highest level of professionalism
Employee satisfaction
10
g inin Tra
Fin a
& TSS Quality Standards
TSS Balanced Scorecard As a high-performance organisation, TSS uses the Balanced Scorecard as a control tool. The Balanced Scorecard provides a balanced opinion on the performance achieved. For example, while a high profit margin is important in terms of innovation, it must not affect client satisfaction and employee training and development. Then again, a high level of client satisfaction increases profit margins. The Balanced Scorecard integrates the Key Performance Indicators set by TSS for its long-term targets – they are grouped into the following categories: Financial, Client, Innovation & Training, and Internal Processes.
te ova nn di an
We cr ea
Inno vat ion
ial nc
ve
te
We lea rn, im pr o
lue va
ci
te li t a
eff
ec
Preface The IT industry has been affected by recent economic trends, and all the markets in which we operate have experienced this impact. This makes it all the more remarkable that TSS was able to sustain growth in 2011. Our new management structure and strategy are bearing fruit, with across-the-board revenue growth and an increase in the number of projects at all of our companies. The TSS companies began working more closely together in 2011, while maintaining their separate marketing strategies and expertise development. Common issues, such as human resources, innovation, and quality, were further enhanced under the supervision of the TSS Executive Board. Our close-knit organisation and direct lines of communication show our clients that our commitment to them extends beyond the individual TSS company to the TSS organisation as a whole. However, a company’s performance cannot be expressed in financial terms alone: the role it plays in the community at large is important as well, which is why we have started reporting on our Corporate Social Responsibility (CSR) initiatives. The theme of this annual report, ‘Your World | Our World’, reflects the TSS motto, ‘Anticipating Solutions: we develop innovative solutions that enhance clients’ performance’. Many of these solutions are created in association or in partnership with our clients, where the partners work in their own physical environment but are committed to the same goal. With the many exciting technological opportunities available – and continuing to emerge at a rapid pace – we recognise that there is much to be gained in the coming years.
Robin van Poelje – CEO
Matthieu van Amerongen – CFO
annual report 2011
11
BETTER uCAN Intelligent Automotive Universal vehicle data registration system Longer vehicle life and more responsible driving behaviour
TASS technology solutions | Beijer automotive
12
DRIVING annual report 2011
13
Report from the Managing Board of Directors CEO Robin van Poelje and CFO Matthieu van Amerongen make up the Managing Board of Directors of TSS. Robin van Poelje (39)
Robin van Poelje joined the Managing Board of Directors on 1 January 2010 and has served as CEO since May of that year. He was employed at Strikwerda Investments, the investment company behind TSS, where he was actively involved in establishing TSS, the acquisition of the companies, and management.
6% growth 14
Matthieu van Amerongen (43)
Prior to becoming TSS’s Chief Financial Officer in early 2007, Matthieu van Amerongen gained extensive experience in finance, consultancy and operational management. Before joining TSS, Van Amerongen served as an Executive of Accenture and Arthur Andersen for many years.
Strategy realised The plans outlined by the company in 2010 were implemented in 2011, with TSS having successfully established its new management structure. The Executive Board, in which the managing directors of the various TSS companies are represented, has been serving effectively as a management model and will help TSS to continue building a strong company that combines high-quality IT with specialist market expertise. TSS became a more dynamic company in 2011, with the various companies connecting with each other more easily and benefiting from each other’s strengths. As a result, our companies are even better able to serve their clients effectively.
Growth despite tough economy As for most industries, 2011 was a challenging year for the IT sector, with a market that was generally uncertain in terms of new investment due to the troubled economy. Nevertheless, TSS managed to achieve around 6% organic growth last year: the focus on specific markets and innovative IT development, coupled with closer cooperation between the TSS companies, has proved to be a successful strategy.
Liquidity
27 .5 million ebitAE
10 percent
Focus areas
Results for 2011
TSS focuses on healthcare, IT and communications, finance, government, and automotive leasing.
Financial results
Healthcare remained a growth market for TSS in 2011. Innovative IT solutions were mainly in line with the trend of assigning more responsibility to patients, who are increasingly in control of healthcare services. Healthcare providers, for their part, can work on an increasingly flexible basis thanks to easier access to patient records.
2011 was a solid year financially, despite the tough economy, with across-the-board revenue growth and an increase in the number of projects at all companies. Like-for-like revenue was €196.7 million – 5.6% higher than in 2010. The company achieved its goal of realising EBITAE of more than 10%, namely 10%.
The integrated management of business operations is a challenge against the background of a growing demand for healthcare and a government that is set to continue its austerity drive. For many issues, IT appears to be the key to possible solutions, which will drive future growth in the healthcare market. TSS also achieved solid growth in the ICT and communications market, particularly in embedded software. Finance was a tough market in 2011, with emerging trends including customer interaction, mobile communications and process management. There were some delays in investment in finance this year, prompted by international financial and economic trends.
In 2011, we incurred a number of nonrecurring expenses (exceptionals) related to the acquisitions completed in 2011. This amount totalled €3.8 million. TSS ended the year in good financial shape, with a cash balance of nearly €27.5 million and a net debt/EBITDAE factor at financial institutions of 0.5. Both indicators show a significant improvement over the previous year. TSS maintains a solid foundation by spreading its revenue across various markets, with 51% of the revenue being recurring. As the company maintains a very extensive clientele, it has a very low level of client dependency. This gives us the stability and financial strength we need to perform effectively.
Innovation and quality The government market was stable; one trend was for more work to be completed for the same budget. The automotive leasing market began providing more comprehensive mobility services and focusing more on the driver. This was driven by innovation in technology – a trend on which TSS focused strongly in 2011.
Innovation is inherent to the services provided by all TSS companies. The various companies have recently begun collaborating on innovation projects, and in early 2012 we will be giving a number of company seminars as well as building TSS communities based on shared innovation initiatives. When it comes to innovation, a company-wide expert group develops and encourages the use of practical parameters for all TSS companies.
annual report 2011
15
Reputation programme since 2010
TSS is becoming an ‘attitude brand’ based on the key values of commitment, enterprise and innovation. In line with this identity, we launched a reputation programme in 2010 (ongoing), which charts the company’s quality through internal and external research, based on the following seven reputation drivers: 1 Products & Services 2 Innovation 3 Working climate 4 Governance 5 Corporate citizenship 6 Leadership 7 Financial performance
for markets such as, for example, the mobility market. In early 2012, a Chief Marketing Officer joined the company with the objective of further developing and expanding the market.
Marketing and Sales
The group acquired two companies in 2011. PharmaPartners, a market company with a leading position in primary healthcare, was incorporated into TSS on 11 January 2011. On 29 August 2011, Planconsult became part of PinkRoccade Local Government, which consolidated our market position in the government sector.
Marketing and Sales were affected by the new cooperation model, which can be summed up as ‘more unity in diversity’. In March 2011, TSS and the TSS companies switched to a standardised visual identity, with sub-labels for each individual company. TSS has launched a number of initiatives to strengthen ties within the company. We are building a TSS community through internal competitions such as ‘Will you manage our success?’ Using best practices for each individual TSS company, we share knowledge which we use in sales projects. Client experiences are now also systematically shared beyond the individual companies, including through a sales-meet-sales event scheduled for 2012. These activities have resulted in increased cooperation between TSS companies in completing and acquiring new projects. However, based on our ‘Anticipating Solutions’ vision, we are also collaborating in order to provide innovative solutions to our clients, ranging from cloud solutions to jointly developed product solutions
16
Finance and acquisition Starting with this annual report, TSS complies with International Financial Reporting Standards (IFRS). The figures were adjusted effective 1 January following the conversion to IFRS. Other quality-improvement tools we implemented in 2011 included the TSS Balanced Scorecard, integrated financial management, and more stringent interim audits.
Employees and development One of the factors that makes a company stand out is the quality of its people, and since its inception TSS has aimed to foster a work environment that provides plenty of opportunities for development, as well as maintaining a focus on professionalism. TSS employees have aboveaverage qualifications, and the company provides them with the opportunities they need to develop their individual talents. In 2011, the company also integrated its HR operations in order to ensure that TSS becomes an Employer of Choice in the IT industry. Through a management development programme, TSS is developing a comprehensive, consistent management style for the company as a whole,
at all levels of the organisation. This allows people to develop their talent, improves employee retention and increases the company’s appeal to new talent.
Corporate Social Responsibility (CSR)
Outlook
200 million Investing e-government
Sustainability and client confidence go hand in hand: clients rely on a sustainable, socially responsible and enterprising partner, while the TSS companies are encouraged to exercise corporate citizenship.
Outlook The outlook for 2012 is relatively favourable, with TSS expecting modest revenue growth to over €200 million, despite the challenging market. The strong recurring nature of the business provides a solid foundation. In addition, new trends generate continued growth. In recent years we have invested heavily in products, services and new initiatives, including Cloud Computing, e-health, e-government, Business Process Management tools, and ERP 2.0. These investments have begun to bear fruit. We will continue to pursue this investment policy and will continue to capitalise on it in the future.
concrete business advantages. This is our core philosophy. TSS can also make life easier for its clients by assuming risk and responsibility based on, for example, outsourcing and Cloud Computing. The existing revenue models are largely based on related new trends, such as paying per unit of use or monthly contracts. This means TSS’s business models and revenue models are future-proof. The main challenge is to continue anticipating the different trends in business and technology and translate these into value propositions for our clients. We also aim to further raise TSS’s profile and, accordingly, increase our brand awareness. We consider all this part of our day-to-day mission.
The world is changing rapidly, clients and customers are becoming more demanding, and IT companies will need to prove their added value more than ever before. TSS expects the IT industry to change significantly, which has been the basis of its operations since the company was established. We are well positioned based on our strong market presence, knowledge of our field, and product portfolio. Our technical expertise allows us to translate clients’ current and future requirements into specific solutions that provide clients with
annual report 2011
17
EASY
iCaress and iQuarant Two technological innovations for homecare and mental health care Smartphone access to patient data anywhere
Yonder | PinkRoccade Healthcare
18
ACCESS
annual report 2011
19
Executive Board
Business trends and developments
Robin van Poelje (CEO)
Executive Board
directs TSS
Matthieu van Amerongen (CFO)
Co-maker
Abdeluheb Choho (CMO)
Focusing on the leasing market, Co-maker provides software solutions for automotive leasing, financing, and rental. The mobility market is a dynamic one: leasing companies are expanding their playing field from lease-car services to mobility needs in a broader sense. Other trends include internationalisation and the shift from business-to-business to business-to-consumer services, which involves a further growing demand for customised services. In 2011, Co-maker responded to these trends by developing the Mobility Platform, which is used by leasing companies to enable their customers to choose from a variety of mobility services, including car rental and public transport. For this particular development, we worked closely with our sister company Everest. In addition, we launched LeaseCTRL, a SAP-based software solution (ERP 2.0) designed to effectively streamline supporting organisational processes for the Dutch and international markets.
Kees Buisman, Managing Director of Everest Over a 10-year period, Everest founder Kees Buisman held a variety of positions at Bolesian, including as Chief Operating Officer and Managing Director. Ton Hafkamp, Managing Director of PinkRoccade Healthcare. Having joined PinkRoccade (operating under a different name at the time) in 1992, Ton has held several management positions at the company since 2004. Carlos Hagenaars, Managing Director of Co-maker Prior to joining Co-maker, Carlos worked at various leading international software companies, where he was responsible for product launches and development teams. Ronald Kasteel, Managing Director of KZA Ronald previously held various management positions at Ordina, including as CEO.
Mobility Platform
Han Knooren, Managing Director of PinkRoccade Local Government Han used to be co-owner and Managing Director of Yuki, as well as holding various management positions at McKesson. Edwin Manten, Managing Director of TASS
The outlook for 2012 is positive: Co-maker has renewed three major application management contracts, while its Mobility Platform will be implemented in 2012. In October 2011, the company organised the information event ‘Innovation in the Leasing Industry’, and this year’s edition is scheduled for March 2012.
Edwin previously served as director of Imtech Technical Systems and business unit manager at Ordina Technical
Everest
Automation and High Tech Automation.
Everest operates in the market for ICT solutions for the financial services industry and the central government. The impact of social media is growing rapidly, and banks and insurance companies are increasingly using these media as an integrated part of their business operations. This improves transparency, reduces marketing expenses, and facilitates improved, interactive customer services. Consumers demand increasingly personalised
Robi Nederlof, Director of PharmaPartners Managing Director of PharmaPartners since 1989, Robi earned his MBA and Master’s in Business Informatics from Erasmus University Rotterdam. Ramon Zanders, Managing Director of Yonder Ramon, who has a strong background in the services industry and outsourcing, previously served as Consulting Director at SAP Nederland.
20
Social
innovation
information and types of mobile services, such as access to bank accounts and mobile payments. Technological innovations drive banks to analyse their organisational and business processes and adjust them to the pace required – i.e. rapid social innovation, one of the areas on which Everest focuses. In 2010, Everest consolidated its position in the mortgage market. In order to tailor its own organisation to accommodate the new market trends, the Everest 3.0 project was launched in 2011. A number of trends will become talking points in the government market in 2012: further digitisation, for example involving the increased use of the iPad, civic participation through community building, and greater use of clouds as part of document management systems.
KZA
160,000
users Service focus
7.8
IT is becoming increasingly vital to organisations’ success, which also means an increasingly important role for Quality Assurance & Testing in IT, the field in which KZA operates. In 2011, this was evident in particular in security, which prompted KZA to develop Security Testing, through penetration tests on websites and infrastructure, among other methods. KZA has also acquired a great deal of expertise in both process organisation and testing in an agile environment. All KZA employees have been certified since 2011; the team includes five CTALcertified test professionals, which is higher than average. Another highlight for the company is the high scores we receive from our clients: KZA’s clients gave the KZA professionals’ expertise and quality a score of 7.7 and service focus a score of 7.8. This is in line with the consistent level of project satisfaction measured for each project. Once again in 2011, KZA enabled many organisations to optimise their testing processes, including
the Port of Rotterdam, supermarket chain C1000, and the Directorate-General for Public Works and Water Management (Rijkswaterstaat). In autumn 2011, Ronald Kasteel, former CEO of Ordina, took over as CEO of KZA. He succeeded Aldo Veenstra, who left the company on 1 March 2012.
PharmaPartners A hot-button issue in the Dutch healthcare industry in 2011 was the national electronic patient file. In April, the Dutch Senate voted unanimously against the proposal, and in order to salvage the National Switch Point (which cost €300 million to develop), a number of umbrella organisations in the healthcare industry took the lead in allowing their members to continue the national infrastructure privately. In mid-December, health providers and insurance companies agreed the financing terms, which officially marked the new start of the project. One of the milestones of 2011 was the connection of the PharmaPartners information systems to the national Electronic Patient File. In 2011, HI-Systems, a subsidiary of PharmaPartners, contracted six hospitals for Klinicom, the electronic prescription and administration registration system for medical specialists. The company signed contracts with a number of major healthcare providers, including Zorggroep Almere for the MijnGezondheid.net patient portal, with a total of 160,000 users. A number of market trends will become extremely relevant to the growth of PharmaPartners in the coming years. In 2012, the Dutch pharmaceutical industry will begin using a system of performance descriptions and unregulated pricing. This will result in differentiated concepts for the distribution of medications and pharmaceutical patient care. General practitioner care and other primary care
annual report 2011
21
are shifting their focus from healthcare and illness to health and behaviour, with the results achieved serving as the basis for funding. In the hospital industry, funding with fixed government budgets will be replaced by performancebased pay in 2012. In addition, hospitals will sign contracts with health insurance companies for more than two thirds of all treatments.
Affordable
care
Improved
services
22
PinkRoccade Healthcare The greatest challenges facing the healthcare industry today are keeping healthcare affordable and making the strategic decisions necessary to ensure continuity. Improving efficiency in the workplace and reducing process costs are key factors in meeting these challenges, and the use of new technologies should facilitate this. PinkRoccade Healthcare, the leading IT company operating in the healthcare sector, currently maintains an extensive portfolio of propositions. New strategic products (and updates for these products) were launched in the past year, including, most notably, Quarant, Caress, CareCTRL, TWIN / BI and MyHealthOnline. In the hospital market, Chipsoft’s health information system CS-EZIS is widely used, and PinkRoccade Healthcare is responsible for independently managing this system. Technical application management has been added to the range of services. Customers increasingly request local cloud propositions, always combined with identifiable, easily available support. Highlights of 2011 included being awarded contracts from the Academic Medical Center (ERP 2.0) and Vereniging EPD GGZ (the EPD [electronic patient file] Reference Model). In the healthcare market, PinkRoccade Healthcare focuses especially on care for the disabled in addition to care for the elderly (including treatment, care and homecare).
PinkRoccade Local Government Local governments are dealing with rising expectations from the central government and the public regarding the performance of its duties, while available budgets are either compromised or declining. As a result, municipal authorities are increasingly focusing on their key duties and actively pursuing partnerships with other parties. Municipal governments regard IT as a key tool in meeting the need for cost savings, while they also have a great need to reduce their workload. At the same time, they are assessing the need for each investment – along with its payback period – more critically. In light of these market trends, PinkRoccade Local Government has invested in the Pink Private Cloud solution. This service allows municipal governments to transfer their core applications to the PinkRoccade Local Government data centre, resulting in administrative cost savings in IT. An additional investment involved a cooperation model for municipal taxes. Besides improving services to municipal governments and the public, this also provides a basis for continued growth. PinkRoccade Local Government’s fast-growing Social Affairs division has launched a Business Process Outsourcing operation to perform administrative duties regarded by municipal authorities as non-strategic. In 2011, PinkRoccade Local Government critically assessed its internal cost structure and subsequently implemented the necessary cost-saving measures, in line with the market trends described. The company implemented a company-wide information system providing full and integrated customer profiles and more efficient business operations. In a key strategic change, the company strengthened its Social Affairs department through the acquisition of Planconsult.
Around fifty municipal governments have since migrated to CiVision Wiz, an advanced, integrated platform. PinkRoccade Local Government will increase investment in the immediate future, particularly in upgrading the municipal personal records database, the Social Affairs department (i.e. Employment, Income, Healthcare and Education) and the Tax Suite (especially with regard to partnerships). It will also be working more closely with current partners Yonder, Everest and KZA.
TASS TASS has further integrated the operations of the Dutch and Belgian sites into a Benelux organisation.
New market
orientation
their clients’ customers. A large number of TSS companies have been working with Yonder in Âsoftware development. In addition, Yonder is assisting its clients in applying the latest technological trends to their portfolios, so that they can continue to innovate and anticipate the future needs and developments of their own customers. In 2011, Yonder developed a roadmap in conjunction with several strategic partners – this gives its clients the flexibility they need to focus on their core business, while allowing Yonder to deliver added value as an innovative strategic partner.
In 2011, the company worked on developing uCAN, an innovative application that makes vehicle usage data available online to fleet managers. Application development, particularly mobile applications, experienced growth in 2011, allowing the company to strengthen its position with clients such as ASML and Philips. The company also made some internal investments, including in the continued development and management of technical competencies and market and domain expertise. A version of uCAN for the automotive market is scheduled to be launched in 2012. Key focus areas for 2012 include internal and external communications and application development, including in the healthcare and treatment markets. TASS has also been exploring new markets, such as healthcare and mobile applications.
Innovation and
anticipation
Yonder In 2011, software companies continued the trend of outsourcing their software development. Yonder makes life easier for its clients by providing near-shoring services, allowing them to focus on the fast-changing demands of their clients and
annual report 2011 23
FASTER AN Integration of Tax Information Point and Customer Contact Centre Users can complete entire tax process online Dramatically reduced number of peaks in Veere’s municipal services
Veere Municipal Authority | PinkRoccade Local Government
24
ND EASIER annual report 2011 25
Corporate Social Responsibility (CSR) Sustainability and client confidence go hand in hand: TSS is inherently driven to conduct sustainable, socially responsible business, in accordance with our clients’ and employees’ expectations. Each of the TSS companies exercises corporate citizenship in its own way. In 2011, the CSR initiatives of the TSS companies were focused on supporting charitable causes.
■■
■■
Support of charitable causes ■■
■■
Corporate citizenship
26
■■
Co-maker supports Wheel of Energy365, an initiative of Stichting Marathon365 to help create a world in which cancer is no longer life-threatening. Everest sponsors Stichting LEF (Leven En Financiën – ‘Life and Finance’), an organisation dedicated to teaching students how to handle money more sensibly. The organisation offers classes at regional education centres, taught by financial professionals. Since 2010, KZA has been working closely with Sherpa, an organisation that provides professional health services and support to people with disabilities. The partnership involves frequent volunteer work on the part of KZA. KZA’s external meetings are held at Sherpa’s offices. KZA also collects old mobile phones for AAP Sanctuary for Exotic Animals and makes an annual donation to the Dutch Cancer Society.
■■
■■
PharmaPartners made a donation to Doctors without Borders to support them in their fight against hunger and malnutrition in Somalia. PinkRoccade Healthcare supports Stichting Steunfonds Kyoga and the Dutch Neuro muscular Diseases Association. Additionally, in 2011 the company raised funds for Pink Ribbon and the Mariposa-Peru Foundation. Pink¬Roccade Healthcare organises an annual sports event where participants – both clients and non-clients – can have others sponsor their sporting performance. The company also raised funds through the sale of discarded equipment through auctions and raffles. PinkRoccade Local Government supports Stichting KiKa in its battle against child cancer. It also supported the Duchenne Parent Project, a foundation dedicated to assisting parents of children with Duchennes muscular dystrophy. The highlight for 2011 was the ‘Pink voor Rett’ campaign: a stationary bike race organised by the company to raise money for Stichting Terre. Employees of other TSS companies were involved as well. The Terre Foundation is committed to supporting children with Rett syndrome, a serious development disorder of the nervous system. TASS organised various fundraising campaigns to support projects in Romania and the Go for Africa Foundation, which cooperates with
Go for
Africa ■■
small rural hospitals and schools in Gambia, Senegal and Mauritania, and is involved in projects related to HIV, AIDS, malaria prevention and other health-related issues. The company also donated clothing to Stichting Plons, an organisation that gives people with disabilities the opportunity to go on sailing trips. Yonder is committed to supporting small-scale local initiatives in Romania – these initiatives are established either based on a professional interest on Yonder’s part or because they serve a humanitarian purpose. For 2012, Yonder is involved in initiatives to help disadvantaged youths towards a promising future.
Energy and the environment
Electric
lease car
Energy and environmental measures are implemented mainly when a company moves to a new location, as was the case with KZA in 2011. A variety of environmentally friendly products were used in designing the new building. In addition, the printing facilities have been reduced dramatically. Co-maker has implemented a number of environmental and energy measures, including the use of electric lease cars, motion light sensors, and waste segregation. PharmaPartners and PinkRoccade both currently operate ‘green’ data centres, having reduced power consumption in the server park by nearly 50%.
Other activities In 2011, PinkRoccade Healthcare organised various TLC care activities, where clients’ patients were the focus of attention and received ‘tender loving care’ (TLC). Preparations were also made to certify PinkRoccade Healthcare in the CSR domain.
annual report 2011
27
Human Resources graduates
Professionalism
per cent
Procedures
95 28
The TSS companies employ expert, driven and committed specialists. The level of education at TSS is extremely high, with 95 per cent of employees having a Bachelor’s or Master’s degree. These professionals turn technology into business while also meeting the demand from the business with technology, supported by staff and sister companies.
The company’s procedures are geared to the specific area of expertise in which they operate. The TSS companies assign high levels of responsibility lower down in the organisation, thereby giving employees the opportunity to develop and feel safe and give them the drive to perform to the best of their ability. The small management, shared quality standards and shared core values are all in line with this approach. Accordingly, TSS is one of the most attractive employers for people with a passion for business and IT.
Personal development
1,751 employees
2.6 per cent
HR policy Each of the TSS companies pursues an HR policy that is best adapted to their area of focus, with each company maintaining its own works council. Due to the specific nature of each company and each field, there is no central works council in place. The works councils are consulted on a variety of issues affecting the companies.
Personal development The TSS companies are organisations that reflect the spirit of their markets, where each market has its own distinct pace and dynamic. The interrelation between IT and business creates a work environment that inspires and challenges people. Within this environment, employees are given opportunities to develop and work towards their personal goals, in line with the organisation’s objectives. TSS is committed to personal development, as this allows the company to continue to excel.
Developments in 2011 At year-end 2011, TSS employed a total of 1,751 people (1,628 FTEs), of which 1,375 were male and 376 were female (representing a male-female ratio of 78.5: 21.5). A total of 86.5% of employees were professionals, while 13.5% represented support staff. The number of employees increased by 11% compared to 2010. In 2011, the average sickness absence rate was 2.6% (compared to 2.8% in 2010. Employees had an average age of 40.8. An employee survey reveals that employees gave their work environment a score of 7.2.
annual report 2011 29
TESTED AS C1000 Test & Pilot Continuously testing changes in the C1000 IT systems to ensure that any change is an improvement
C1000 | KZA
30
EXCELLENT annual report 2011
31
Corporate governance Executive Board
directs strategy
The TSS board is a two-tier board composed of the Supervisory Board and the Managing Board of Directors. The members of the Managing Board of Directors, which consists of two or more directors, is appointed, dismissed and suspended by the Annual General Meeting of Shareholders. The Supervisory Board is also authorised to suspend members of the Managing Board of Directors. The Annual General Meeting of Shareholders determines the remuneration and other terms of employment of the Managing Board of Directors.
has their own area of focus, with the Board determining the division of duties. TSS established an Executive Board in 2010, which, besides the members of the Managing Board of Directors, includes the managing directors of all of the operating companies. Although it is not a statutory body, the Executive Board implements TSS’s strategy. The company has drafted regulations that set out the goal, procedures and decision-making process in the Executive Board.
The Managing Board of Directors represents the company; two directors (who act jointly) are authorised to represent the Board. The Managing Board of Directors is authorised, notwithstanding its own responsibilities, to appoint officers with power of representation and, by granting a power of attorney, assigning the titles and authorities to be determined by the Managing Board of Directors.
The Supervisory Board is responsible for monitoring the policy of the Managing Board of Directors as well as general developments at TSS and the TSS companies. The Supervisory Board, which consists of two or more individuals, also provides advice to the Managing Board of Directors. The Annual General Meeting of Shareholders appoints the members of the Supervisory Board, which meets at the instigation of a supervisory director or the Managing Board of Directors. Any decisions by the Supervisory Board are made by a majority of votes cast.
Within the parameters of the collective duties, each member of the Managing Board of Directors
32
Supervision
Auditor
51% recurring revenue
The Managing Board of Directors appoints the auditor and assigns them to audit the financial statements, which are also prepared by the Managing Board of Directors. The auditor reports to the Managing Board of Directors and the Supervisory Board on the measures it has taken to comply with the professional and statutory requirements to guarantee its independent status in relation to TSS.
Financial reports In 2011, TSS based its financial reports on the conditions of the current provisions of Title 9 Book 2 of the Dutch Civil Code. Starting with these financial statements, TSS complies with IFRS (International Financial Reporting Standards). Each month, the Managing Board of Directors reports the financial results to both the Supervisory Board and the Annual General Meeting of Shareholders. The financial statements are prepared within five months following the end of the financial year, except in the case of an extension. Prior to publication, these financial statements are subsequently discussed with the Supervisory Board in the auditor’s presence. The Annual General Meeting of Shareholders is responsible for preparing the financial statements.
Internal risk management and monitoring systems TSS defines its risk profile in terms of market risk, financial risk and operational risk. Market risk represents the risk of negative shortterm or long-term market trends resulting in significant changes in financial result or capital demands. TSS provides its services and products in a number of markets in which it is a market leader; some of these markets show contrary trends. The number of volume of clients in these markets are diverse. The company has opted for complex, knowledge-intensive markets where the software developed by TSS and the related services are also required during economic downturns. In TSS’s software business, a total of 51% of revenue represents recurring revenue. Financial risk refers mainly to credit risk and liquidity risk. Credit risk is reduced by the large spread of clients (in terms of both size and markets) and an active credit control policy. Liquidity risk is limited by the availability of sufficient funding sources through committed credit facilities. TSS’s strategy is designed to maintain a net debt / EBITDA ratio lower than 3. TSS assesses operational risks by using a clear reporting format and consistent quality standards (including a standardised Business Balance Scorecard), supported by independent external research. In addition, TSS maintains a solid project management system based on detailed reporting systems.
annual report 2011
33
Report
from the Supervisory Board
Unique management
structure
34
The year 2011 was a transitional year for the Supervisory Board, in which the changes introduced in 2010 were to be implemented. A key area of focus was the new management structure and its procedures. In 2010, TSS established an Executive Board, which focuses on the strategy of the group as a whole and in which all TSS companies are represented. This allows us to more effectively implement the principle of ‘unity in diversity’. The Supervisory Board has noted that the new management structure headed by the Managing Board of Directors operates efficiently. The members of the Executive Board are willing and able to look beyond the interests of their individual companies and focus instead on the interests of the group as a whole. This improves the quality of the services to our clients as well as helping TSS to develop as a whole; in addition, it also strengthens the ties between the TSS companies and improves the companies’ access to each other’s expertise. With their focus on technology, companies such as Yonder and Everest improve the performance of the other TSS companies even further. During the current economic downturn, it is reassuring that TSS has been strengthening itself from the inside.
The close cooperation between the companies and the highly qualified staff provide a solid basis in this process. There were frequent communications with the Managing Board of Directors. During meetings with the Board, the following issues were addressed: ■■ Market trends ■■ Corporate governance ■■ Funding structure ■■ Strategy and organisation ■■ Financial statements ■■ New business development policy ■■ Budgets for 2012 In 2011, the Supervisory Board visited PinkRoccade Local Government, PinkRoccade Healthcare, PharmaPartners and Everest, where the boards concerned presented their strategies for the coming years and discussed these with the Supervisory Board. The Supervisory Board would like to thank all our employees for their commitment in the past year: their work drives TSS’s success.
Professor Emeritus L. Koopmans (Chairman)
Stronger connections
Mr Koopmans is an experienced director at both public and private organisations, serving as chairman of the Supervisory Board of Rabobank Nederland, Arriva Nederland and the Siers Group (among other companies), and as CEO of Stichting TBI, the shareholder of TBI Holdings. Mr Koopmans is also a member of the Governing Board of Groningen University Medical Center and a member of the Board of Unilever Trust Office. He used to serve as chairman of the Board of Directors of TBI Holdings, member of the Supervisory Board of NUON and TNO, and director of Algemeen Burgerlijk Pensioenfonds. Through his work for Rabobank and TBI he has gained extensive experience with the decentralised management model used by TSS.
Tax and Customs Administration (Belastingdienst). Previously, he held a variety of positions at PinkRoccade and Getronics PinkRoccade, most recently as Chief Operating Officer. Prior to joining PinkRoccade, Mr Oosterhof worked at Cadans – currently known as UWV (Employee Insurance Agency) – where he was responsible for sales, marketing and IT.
P.P.J.J.M. van Besouw (MA)
Mr Van Besouw has wide experience in the financial services industry and holds positions in a variety of social sectors. His positions include deputy chairman of the Supervisory Board of the Dutch Vehicle Authority, board member of Stichting Cordeans, and member of the Optiver Supervisory Board. Until May 2003, Mr Van Besouw was Chairman of the Board of Directors at NV Bank Nederlandse Gemeenten. G. Oosterhof
Having served as CEO of TSS until May 2010, Mr Oosterhof was subsequently appointed as a member of the Supervisory Board. He has many years of experience in IT and finance at government agencies and companies in the industries in which TSS operates, having been responsible, for example, for reorganising the ICT Centre of the
annual report 2011
35
WORK CareCTRL Connecting and streamlining business processes SAP-certified solution for healthcare
Academic Medical Center | PinkRoccade Healthcare
36
BETTER annual report 2011
37
TSS  Anticipating solutions 2011 was a successful year, in which the eight TSS companies completed and continued many different IT projects, often in partnership with each other. A selection of the year’s highlights.
PSYGIS Quarant: from innovation to a new standard PSYGIS Quarant is PinkRoccade Healthcare’s new electronic patient file, designed especially for the mental healthcare sector. In developing the system, PinkRoccade worked closely with the mental healthcare organisations Altrecht, Reinier van Arkel and Rivierduinen (known in the Netherlands as the ‘Big 3’).
8.8
Following a tendering process, the mental healthcare organisation Vereniging EPD GGZ selected PSYGIS Quarant as a reference model for the electronic patient file. Prior to this selection, eight other mental healthcare institutions had already chosen to implement the system. PinkRoccade Healthcare began delivering the PSYGIS system to Dutch mental healthcare organisations fifteen years ago. During this period, the system was developed to accommodate changes in the mental healthcare sector, evolving from a purely administrative system into an application that truly supports healthcare professionals. When it was decided to radically innovate the technology, it made sense to join forces with other market players, which resulted in the development of PSYGIS Quarant. The system supports health professionals in primary healthcare processes, ensuring they spend only a minimum amount of time on paperwork.
System features ■■ ■■
■■ ■■ ■■
■■
Fast and easy access to related data through information panels Rapid location of the correct information through the intuitive use of filters and groups Fully adjustable user interface Many individually adjustable display options User-friendly look and feel, with the use of graphic design and the most advanced Microsoft technologies Visual integration of external applications
In 2009, the company bid for a tender launched by mental healthcare organisation EPD GGZ. This marked the beginning of an extensive selection process involving twelve suppliers, with PinkRoccade Healthcare ultimately emerging as the winner. Candidates were assessed based on aspects such as user-friendliness, functionality, architecture, security and cost, and with an average score of 8.8, PSYGIS Quarant scored very highly in each of these categories. Vereniging EPD GGZ aimed to select a reference model for the electronic patient file because a) this would allow members to use the system as a reference for their own electronic patient file or opt to implement the reference model itself, and b) it offers IT suppliers greater volume, so that more organisations will choose their system, resulting in greater efficiency for both parties. PinkRoccade Healthcare
annual report 2011 39
Pharmaceutical interventions: proven added value Although the added value of pharmaceutical interventions has been questioned, the thirteen pharmacies involved in the Innovative Pharmaceutical Care test platform are proving the doubters wrong.
Patient compliance
increased by
20% annually
The participating pharmacists use smart IT solutions created by PharmaPartners to optimise their patients’ medication use, while at the same time identifying the clinical, patient-related and economic results of their monitoring process. The pharmacies are partners in the ‘Connecting for Care’ Cooperative, and are involved in reviewing medications, optimising pharmacotherapy through the identification of at-risk patients, supervising post-discharge medication, and monitoring medication prescribed for kidney disorders. For these purposes, they use the Medicatie Monitoring & Optimalisatie (MeMo) feature in the Pharmacom pharmacy information system and the Web-based Pharmacotherapeutic Treatment Plan, both developed by PharmaPartners. Health insurer UVIT is funding the test platform. With a minimum number of pharmaceutical interventions, the cooperative aims to achieve maximum results for patients, healthcare providers and health insurers. Pharmacies use MeMo to screen the total population for optimum pharmacotherapy, intervening only in the event of underuse or overuse. In the test platform, pharmacies use the system to monitor the medication use of osteoporosis patients and people suffering from cardiovascular disease and diabetes.
Minimum number of interventions The numbers say it all: a total of 59,589 UVIT policyholders are registered with the thirteen participating pharmacies. For 9,551 of them, the system identified an irregularity in their use of medication. Once certain categories of patients (e.g. those who have changed address) have been eliminated, less than 20% of the population requires pharmaceutical intervention in the form of a letter, telephone call, or consultation with their GP.
Maximum results Through the secondary prevention of heart disease and cardiovascular disease and more effective use of cholesterol-lowering drugs, the test platform results in annual cost savings of €333,582, with patient compliance increasing by 20%. Among users of osteoporosis medication, patient compliance increased by 15.6%. Scientific research has shown that MeMo is well suited to the system of deregulated rates and services effective for public-sector pharmacists in the Netherlands from 1 January 2012. PharmaPartners
In October 2011, the ‘Connecting for Care’ Cooperative received the FPZ Innovation Award from pharmacists’ organisation KNMP for the test platform.
40
Test recommendation for the City of Almere The City of Almere is about to launch a tender for its IT infrastructure for 2013, including the infrastructure for its DTAP (Develop – Test – Acceptance – Production) environments, for which a test design is to be developed.
The City of Almere sought to identify the issues relevant to procedures related to testing, including the policy framework and strategy, the use of DTA environments, and tools for acceptance during the transition to the supplier to be selected. The results of a scan provide information on the current and required situation with regard to testing, while recommendations are also made for the tender.
Comprehensive overview KZA performed a customised scan based on eight open dialogues with a variety of stakeholders. The subjects of the dialogues were based on current market standards; this approach has helped create a comprehensive overview of the current situation, including recommendations for the future, all of which has proved extremely valuable to the City of Almere.
Future-proof
testing system
The recommendations provided by KZA will affect both the requirements related to environments for the tender and key issues related to the transition and the organisational changes. This ensures that the City of Almere is ready for the future, as well as being able to guarantee the continuity of its services. As a result, services provided to clients are kept up to date, while maintenance remains flexible.
Time schedule
1st month
2nd month
3rd month
Interviews
Interview reports
Final Report & Presentation
KZA
annual report 2011
41
Municipal cooperation with CiVision WIZ Municipal governments are required by law to provide social security benefits to recipients accurately, in full, and in a timely manner.
In early 2006, the municipal governments of Heemstede, Bloemendaal, Bennebroek, Haarlemmerliede and Spaarnwoude decided to cooperate. This resulted in a single Inter-Municipal Department of Social Affairs (Intergemeentelijke Afdeling Sociale Zaken / IASZ), using CiVision Werk Inkomen Zorg (WIZ) as the central system. The Inter-Municipal Department is located in Heemstede.
Accessible storage
Improved service levels
By joining forces, the municipal governments are better able to meet their commitments in providing income, healthcare and resources to the public, based on the use of a seamless IT system in which personal data is easily accessible. The Inter-Municipal Department provides basic benefits, special assistance, reintegration and civic integration services, as well as setting minimum-income policies and being responsible for fulfilling individual needs under the Social Support Act, including wheelchairs and home adaptations for people with disabilities. In establishing the department, the system selected to perform all these tasks was CiVision WIZ, developed by PinkRoccade Local Government / Social Affairs.
Less vulnerable services The main benefit of the municipal partnership is that services have become significantly less vulnerable. The public benefits primarily from continuity of services, so that benefits or provisions are received in time. Employee sickness, for example, is easier to manage without the services being negatively affected, while the partnership also results in substantial cost savings. Since the system was implemented, the Inter-Municipal department and PinkRoccade Local Government / Social Affairs have been working together continuously, with processes being further optimised and day-to-day business operations being supported on a permanent basis.
PinkRoccade Local Government
42
Wezuki: the right contact in the right place Social media are here to stay, and the popularity of smartphones has only made them more pervasive. Virtual communication has become part of everyday life. Number of employees
02
1 Project Manager 2 Senior Designers
Software
Engineers (dedicated)
Time schedule
At the same time, we want to continue meeting each other faceto-face, particularly when it comes to making business deals. Wezuki, an app developed by TASS and Connect2People, provides the best of both worlds, ensuring that at any industry event, attendees spend their time as effectively as possible by meeting the right people.
Event matchmaker Industry events provide opportunities for professionals with the same interests and expertise to meet one another – or do they? In reality, all those potentially useful contacts are often never established – name badges, lists of attendees, networking get-togethers and meet-and-greets notwithstanding. Enter event matchmaker Wezuki, which ensures that the right contacts are established between likeminded professionals in advance, allowing Wezuki subscribers to interact only with those attendees at the event who are relevant to their interests and needs. The service helps potential partners to meet immediately and make deals more efficiently.
Try it out Jun 2011
Jul 2011
Jan 2012
Jul 2012
Initial contact
Contract
Live in App Store
Website to go live
Platforms
IOS
To join wezuki.com, users should log on to the website and create a profile, specifying their personal interests and areas of expertise. Based on these profiles, Wezuki members are then matched together. Companies, exhibition organisers and event managers enter their events as well, including the programme, lectures, and areas of interest. Users can easily register through the company’s website using their personal profiles, after which they are matched with other users. This results in one or more virtual meetings, which are then followed by ‘real-life’ meetings at the event.
Partnership project Wezuki is an initiative of Connect2People, developed and funded in conjunction with TASS. Connect2People selected TASS for the quality of its software development and interactive way of working, with the client and the TASS project team collaborating on the project on a weekly basis. This means the project was implemented completely based on the client’s requirements. The joint investment of Connect2People and TASS has resulted in an agile approach, with 100% functionality being developed during a process that was able to be accelerated by 20%. TASS
annual report 2011 43
Actuera Software Factory: long-term partnership with Yonder The partnership between Actuera and Yonder shows how it’s done: hire a professional team that helps you remain flexible at all times, ensuring you can focus completely on your core business. Number of developers
20 08
01 woman 19 men
of Actuera
of Yonder
More flexible software development
Independent supplier Actuera specialises in comprehensive software solutions for insurance companies, pension funds and pension providers. The company employs around 75 people, 35 of whom are developers. Its product suite, Maia, includes standard software applications for front, mid and back-office use related to group life insurance and pensions. The system is used by major players in the pensions market. Actuera’s success places increasingly high demands on their Software Factory. With major new clients requiring substantial upgrades to the Maia suite that call for a great deal of flexibility, Actuera has entered into a long-term partnership with Yonder. Rather than go the traditional route of outsourcing, the companies have implemented a collaborative sourcing model, the Actuera Software Factory, which includes employees of Actuera and Yonder, who work together in mixed teams.
Teams 05 women 23 men
Actuera does not consider cost savings the main purpose of its partnership with Yonder: its top priority is making software development more flexible in a way that contributes directly to the company’s business goals. One of Actuera’s main requirements is the ability to launch unique products in the market quickly, and Yonder offers them this flexibility. The organisational change this involved was challenging both to Yonder and – possibly even more so – to Actuera. Their employees were used to working as a group in the same space, whereas they now work in distributed, agile teams (i.e. scrum teams). This change process, which began eighteen months ago, is ongoing. A total of 20 of the 35 Actuera developers currently work in the new setup, together with eight of their Yonder counterparts. The partnership has been successful in every way, as well as contributing significantly to the learning curve.
Focus Actuera employees are increasingly focusing on the business side of things, which means that developers increasingly assume the role of designers /architects while Yonder employees focus on technical designs and software development. The Software Factory allows Actuera to be even more dedicated to serving the pensions market.
Yonder
44
First-class service at ABN AMRO Mortgages When customers apply for insurance or a mortgage, a customised quote must be prepared. The more competitive the quote and the quicker it is provided, the more positive the response.
Everest has developed a multi-label, multi-channel platform for ABN AMRO Mortgage Group that complies with the highest service standards. The system, a state-of-the-art front-office platform named United Frontoffice Omgeving (‘United Front-Office Environment’), runs both standalone and integrated applications that operate the different labels (i.e. MoneYou, MNF, Florius and ABN AMRO) based on the requirements. Consumers can apply for a mortgage directly through the website, as well as view their details online.
Support
8.5
A special authorisation feature provides patients with access (through an extranet site) to their clients’ applications and quotes for mortgages and insurance. Bank employees, for their part, receive online support in their operating processes through the intranet – this includes viewing files, performing complex calculations, and documenting checks.
Successful platform The platform was a success as soon as it went live: more than 600 agents registered, and the first STP* quotes could be processed immediately. There are currently more than 6,000 extranet users and more than 40,000 registered online users. Thanks to a number of relatively minor but strategic tweaks to the websites, the conversion rate from calculators to request for quotation increased from 1:60 to 1:15. An external audit resulted in a score of 8.5 for the system, which was built on the Aquima platform.
Conversion rate
1/60
1/60
1/15
* STP: Straight-through Processing, i.e. providing quotes automatically, without any human intervention.
Everest
annual report 2011 45
Close to the customer and always up to date The partnership between Comaker and Broekhuis Lease has proved to be long-term.
FURVLICLE SEapplication
ement manag
LeaseOffice, the IT system designed for Co-maker leasing companies, will be maintained, updated and improved remotely from now on at fixed intervals. Being significantly more user-friendly, comprehensive application management is set to benefit all Broekhuis Lease employees. LeaseOffice is the comprehensive contract management system for leasing, financing, short-term rental and fleet management. A powerful, flexible and comprehensive software solution for domestic and international companies operating in a competitive market, LeaseOffice provides support for a contract’s full life cycle, from the first interaction with the client up to the settlement of the contract.
Continuously facilitating improvements
70% less capacity needed
in technical management
Co-maker
46
In order to ensure it could focus on its core business, Broekhuis Lease decided to outsource the full functional and technical management of LeaseOffice to Co-maker, in addition to regular maintenance. Co-maker provides these services – which include performing checks and updates as well as continuously facilitating improvements based on factors such as changing client demand – on a regular basis. If Broekhuis Lease requests improvements, either following a proactive recommendation from Co-maker or on its own initiative, these are implemented immediately without any additional charges. Thanks to this partnership model and the excellent coordination between the partners, the optimum use of LeaseOffice is improved in the long term, while the requirements of Broekhuis Lease are translated into specific solutions much more efficiently. Employees can focus on the areas in which Broekhuis Lease excels: operational car leasing with a customer focus. PinkRoccade Healthcare was involved in this project based on its extensive experience with, and expertise in, application management. The application management contract ensures that Broekhuis Lease can always count on a reliable system, the latest features of which are always used as effectively as possible.
Annual Report
48 49 50 52 53 54 88 88 89 90 91 97 98
Consolidated income statement for the year ended 31 December 2011 Consolidated statement of comprehensive income Consolidated statement of financial position as at 31 December 2011 Consolidated statement of changes in equity Consolidated statement of cash flows for the year ended 31 December 2011 Notes to the consolidated financial statements Company income statement as at 31 December 2011 Statement of comprehensive income Company statement of financial position as at 31 December 2011 Company statement of changes in equity Notes to the company financial statements Other information Independent auditor’s report
annual report 2011 47
onsolidated income statement for the year C ended 31 December 2011 2011
2010
Revenue
196,684
161,714
Cost of sales
-22,902
-20,683
Gross profit
173,782
141,031
In thousands of euros 6
7
8
Wages and salaries
-103,597
-88,045
Depreciation
-18,125
-11,786
Other operating expenses
-41,201
-28,573
Result from operating activities
10,859
12,627
990
620
Finance expenses
-3,965
-3,042
Result before tax
7,884
10,205
Income tax expenses
-2,110
-1,916
Result for the year
5,774
8,289
Finance income
9
48
Consolidated statement of comprehensive income
28
In thousands of euros
2011
2010
Result for the year
5,774
8,289
1,102
-
Actuarial gains arising on defined benefit pension schemes Exchange result arising on translation of foreign operations
15
24
Cash flow hedge
29
Income tax relating to components of other comprehensive income
Total comprehensive income for the year
-17
-
243
131
-291
-39
6,811
8,381
Result for the year attributable to: Owners of the parent
4,132
6,711
Non-controlling interest
1,642
1,578
5,774
8,289
Owners of the parent
4,931
6,750
Non-controlling interest
1,880
1,631
6,811
8,381
Total comprehensive income attributable to:
annual report 2011 49
onsolidated statement of financial position C as at 31 December 2011 In thousands of euros
31-12-2011
31-12-2010
01-01-2010
ASSETS 11
12
10
Property, plant and equipment
13
Intangible assets
29
Deferred tax assets
15
Derivative financial assets
16
Loans receivables
Total non-current assets 17
Trade receivables Income taxes
7,019
5,950
89,295
91,486
9,188
8,997
9,641
3
54
121
1,176
1,277
1,134
137,995
106,642
108,332
21,653
23,739
21,030
-
-
731
8,124
3,671
1,471
18
Prepaid expenses
17
Other receivables
2,538
2,702
2,952
19
Cash and cash equivalents
30,140
25,676
35,663
Total current assets
62,455
55,788
61,847
200,450
162,430
170,179
Total assets
50
9,472 118,156
In thousands of euros
31-12-2011
31-12-2010
01-01-2010
EQUITY 20
Share capital
18
18
18
22
Share premium
19,847
16,171
17,895 16,635
23
Legal reserve
19,166
18,359
24
Cash flow hedge reserve
-529
-757
-849
25
Other reserves
-937
-8,049
-7,885
Result for the year
4,132
6,711
-
41,697
32,453
25,814
3,035
2,210
1,009
44,732
34,663
26,823
53,979
Non-controlling interest
Total equity LIABILITIES 26
Loans and borrowings
50,387
47,575
27
Employee benefits
348
217
232
15
Derivative financial liabilities
903
1,064
1,262
29
Deferred tax liability
19,024
14,575
14,533
Deferred income
5,154
2,499
2,952
Other payables
5,152
-
-
80,968
65,930
72,958
Total non-current liabilities 26
Loans and borrowings
12,228
12,865
14,714
30
Trade creditors
12,743
11,032
7,525
860
169
-
-
3,006
11,191
16,913
4,726
5,106
Income tax 31
Amounts owed to associated companies
30
Deferred income
30
Other payables
32,006
30,039
31,862
Total current liabilities
74,750
61,837
70,398
Total liabilities
155,718
127,767
143,356
200,450
162,430
170,179
Total equity and liabilities
annual report 2011
51
Consolidated statement of changes in equity
In thousands of euros
Balance at 1 January 2010
Share capital
Share premium
Legal reserve
Cash flow hedge reserve
Other reserves
Result for the year
Total
18
17,895
16,635
-849
-7,885
-
25,814
Movement legal reserve
-
-1,724
1,724
-
-
-
-
Result previous year
-
-
-
-
-
-
-
Result for the year
-
-
-
-
-
6,711
6,711
Exchange results
-
-
-
-
-
-
-
in subsidiaries
-
-
-
-
-112
-
-112
Cash flow hedge
-
-
-
92
-52
-
40
Balance at 31 December 2010
18
16,171
18,359
-757
-8,049
6,711
32,453
Balance at 1 January 2011
18
16,171
18,359
-757
-8,049
6,711
32,453
Movement legal reserve
-
-824
824
-
-
-
-
Result previous year
-
-
-
-
6,711
-6,711
-
Result for the year
-
-
-
-
-
4,132
4,132
Additions
-
4,500
-
-
-
-
4,500
Exchange results
-
-
-17
-
-
-
-17
in subsidiaries
-
-
-
-
-187
-
-187
Actuarial gain
-
-
-
-
826
-
826
Cash flow hedge
-
-
-
228
-238
-
-10
18
19,847
19,166
-529
-937
4,132
41,697
Changes in ownership interests
Changes in ownership interests
Balance at 31 December 2011
52
onsolidated statement of cash flows for the year C ended 31 December 2011 In thousands of euros
2011
2010
7,884
10,205
18,125
11,786
Cash flows from operating activities Result before tax
Adjustments for: Depreciation Movements in employee benefits
131
-15
Interest income
-990
-620
Interest expense
3,965
3,042
29,115
24,398
In /decrease trade and other receivables
2,966
-4,659
Decrease trade and other payables
-2,172
-7,406
29,909
12,333
990
620
Interest paid
-2,334
-2,251
Income taxes paid
-2,122
-319
26,443
10,383
Interest received
Net cash from operating activities Cash flows from investing activities Investments intangible fixed assets Investments property, plant and equipment Disposals property, plant and equipment Acquisition of subsidiaries In /decrease financial fixed assets
Net cash used in investing activities
-8,645
-6,370
-5,711
-4,294
65
-
-28,000
-
101
-143
-42,190
-10,807
4,500
-
Cash flows from financing activities Share premium In /decrease of loans and borrowings
363
-9,021
Changes in ownership interests in subsidiaries
-1,216
-542
Net cash used in financing activities
3,647
-9,563
Net decrease in cash and cash equivalents
-12,100
-9,987
Cash and cash equivalents at 1 January
25,676
35,663
Cash and cash equivalents of new consolidations
16,564
-
Movement for the year
-12,100
-9,987
Cash and cash equivalents at 31 December
30,140
25,676
annual report 2011
53
Notes to the consolidated financial statements
1
Reporting entity Total Specific Solutions (TSS) B.V. (the “Company”) is a company domiciled in the Netherlands, founded on 4 November 2008. The ultimate parent company of the Company is Strikwerda Investments B.V. The address of the Company’s registered office is Blaricum. The consolidated financial statements of the Company for the year ended 31 December 2011 comprise the Company and its subsidiaries (together referred to as the “Group”).
Group activities The Group is classified as an IT company. The Group advices and develops software solutions on information systems and supplies management advices and training in this field.
2
Accounting Policies Basis of preparation – Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. These financial statements have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRSs) issued by the International Accounting Standards Board (IASB) as adopted by the European Union (“adopted IFRSs”). These are the Group’s first consolidated statutory financial statements and IFRS 1 has been applied. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 34. The preparation of financial statements in compliance with adopted IFRS requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group’s accounting policies. The areas where significant judgments and estimates have been made in preparing the financial statements and their effect are disclosed in note 3. The financial statements were authorized for issue by the Board of Directors on 7 March 2012.
Basis of consolidation Where the Company has the power, either directly or indirectly, to govern the financial and operating policies of another entity or business so as to obtain benefits from its activities, it is classified as a subsidiary. The consolidated financial statements present the results of the Company and its subsidiaries (“the Group”) as if they formed a single entity. Intercompany transactions and balances between Group companies are therefore eliminated in full. The consolidated financial statements incorporate the results of business combinations using the purchase method. In the statement of financial position, the acquiree’s identifiable assets, liabilities and contingent liabilities are initially recognized at their fair values at the acquisition date.
54
The results of acquired operations are included in the consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases. Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.
Foreign currency Transactions entered into by Group entities in a currency other than the currency of the primary economic environment in which they operate (their “functional currency”) are recorded at the rates ruling when the transactions occur. Foreign currency monetary assets and liabilities are translated at the rates ruling at the reporting date. Exchange differences arising on the retranslation of unsettled monetary assets and liabilities are recognized immediately in profit or loss. On consolidation, the results of overseas operations are translated into Euro at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations, including goodwill arising on the acquisition of those operations, are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognized in the income statement and accumulated in the foreign exchange reserve. Exchange differences recognized in profit or loss of Group entities’ separate financial statements on the translation of long-term monetary items forming part of the Group’s net investment in the overseas operation concerned are reclassified to other comprehensive income and accumulated in the foreign exchange reserve on consolidation.
Intangible fixed assets – goodwill Goodwill represents the excess of the cost of a business combination over, the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities acquired. The Company has chosen not to use the exemption in IFRS 1 and has applied IFRS 3 retrospectively. For all business combinations cost comprised the fair value of assets given, liabilities assumed and equity instruments issued, plus the amount of any non-controlling interests in the acquiree plus, if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree. Contingent consideration is included in cost at its acquisition date fair value and, in the case of contingent consideration classified as a financial liability, remeasured subsequently through profit or loss. Direct costs of acquisition are recognized immediately as an expense. Goodwill is capitalised as an intangible asset with any impairment in carrying value being charged to the consolidated income statement. Where the fair value of identifiable assets, liabilities and contingent liabilities exceed the fair value of consideration paid, the excess is credited in full to the consolidated income statement on the acquisition date.
annual report 2011
55
Externally acquired intangible assets Externally acquired intangible assets are initially recognized at cost and subsequently amortized on a straight-line basis over their useful economic lives. Intangible asset Useful economic ■■ Licences and trademarks 10 years ■■ Customer relationships 10 – 22 years ■■ Intellectual property rights 5 – 10 years
Life Valuation method Multiple of estimated revenues and profits Estimated discounted cash flow Multiple of estimated revenues and profits
Internally generated intangible assets (development expenses) Expenditure on internally developed products is capitalised if it can be demonstrated that: ■■ it is technically feasible to develop the product for it to be sold; ■■ adequate resources are available to complete the development; ■■ there is an intention to complete and sell the product; ■■ the Group is able to sell the product; ■■ sale of the product will generate future economic benefits; and ■■ expenditure on the project can be measured reliably. Capitalised development costs are amortized over the periods the Group expects to benefit from selling the products developed. The amortisation expense is included within the depreciation in the consolidated income statement. Development expenditure not satisfying the above criteria and expenditure on the research phase of internal projects are recognized in the consolidated income statement as incurred.
Property, plant and equipment Recognition and measurement
Items of property, plant and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset. Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment. When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognized net within “depreciation” in profit or loss. Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of the replaced part is derecognized. The costs of the day-to-day servicing of property, plant and equipment are recognized in profit or loss as incurred.
56
Depreciation
Depreciation is recognized in profit or loss on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Freehold land is not depreciated. Depreciation on assets under construction (prepayments) does not commence until they are complete and available for use. Depreciation is provided on all other items of property, plant and equipment so as to write off their carrying value over their expected useful economic lives. It is provided at the following rates: ■■ Land and buildings 11.43 – 17.67% per annum ■■ Plant and equipment 20 – 33.33% per annum ■■ Other operating fixed assets 20 – 33.33% per annum Depreciation methods, useful lives and residual values are reviewed at each reporting date.
Impairment of non-financial assets (excluding deferred tax assets) Impairment tests on goodwill and other intangible assets with indefinite useful economic lives are undertaken annually at the financial year end. Other non-financial assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to sell), the asset is written down accordingly. Where it is not possible to estimate the recoverable amount of an individual asset, the impairment test is carried out on the smallest group of assets to which it belongs for which there are separately identifiable cash flows; its cash generating units (‘CGUs’). Goodwill is allocated on initial recognition to each of the Group’s CGUs that are expected to benefit from the synergies of the combination giving rise to the goodwill. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognized in other comprehensive income. An impairment loss recognized for goodwill is not reversed.
Financial assets The Group classifies its financial assets into the category loans and receivables, because of the purpose for which the asset was acquired. The Group has not classified any of its financial assets as held to maturity. Other than financial assets in a qualifying hedging relationship, the Group’s accounting policy is as follows: Loans and receivables
These assets are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They arise principally through the provision of goods and services to customers (e.g. trade receivables), but also incorporate other types of contractual monetary asset. They are initially recognized at fair value plus transaction costs that are directly attributable to their acquisition or issue, and are subsequently carried at amortized cost using the effective interest rate method, less provision for impairment. Impairment provisions are recognized when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the concerning company will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows
annual report 2011
57
associated with the impaired receivable. For trade receivables, which are reported net, such provisions are recorded in a separate allowance account with the loss being recognized within other operating expenses in the consolidated income statement. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. The Group’s loans and receivables comprise trade and other receivables and cash and cash equivalents in the consolidated statement of financial position. Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short term highly liquid investments with original maturities of three months or less, and – for the purpose of the statement of cash flows – bank overdrafts. Bank overdrafts are shown within loans and borrowings in current liabilities on the consolidated statement of financial position.
Financial liabilities The Group classifies its financial liabilities into the category other financial liabilities, because of the purpose for which the liability was acquired. Other than financial liabilities in a qualifying hedging relationship (see below), the Group’s accounting policy is as follows: Bank borrowings are initially recognized at the amount advanced net of any transaction costs directly attributable to the issue of the instrument. Such interest bearing liabilities are subsequently measured at amortized cost using the effective interest rate method, which ensures that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the balance sheet. “Interest expense” in this context includes initial transaction costs and premiums payable on redemption, as well as any interest or coupons payable while the liability is outstanding. Other non-derivative financial instruments are measured at amortized cost using the effective interest method, less any impairment losses.
Hedge accounting Hedge accounting is applied to financial assets and financial liabilities only where all of the following criteria are met: ■■ At the inception of the hedge there is formal designation and documentation of the hedging relationship and the Group’s risk management objective and strategy for undertaking the hedge. ■■ For cash flow hedges, the hedged item in a forecast transaction is highly probable and presents an exposure to variations in cash flows that could ultimately affect profit or loss. ■■ The cumulative change in the fair value of the hedging instrument is expected to be between 80 – 125% of the cumulative change in the fair value or cash flows of the hedged item attributable to the risk hedged (i.e. it is expected to be highly effective). ■■ The effectiveness of the hedge can be reliably measured. ■■ The hedge remains highly effective on each date it is tested. The Group has chosen to test the effectiveness of its hedges on a yearly basis.
58
Cash flow hedges
The effective portion of gains and losses on derivatives used to manage cash flow interest rate risk (such as floating to fixed interest rate swaps) are recognized in other comprehensive income and accumulated in the cash flow hedge reserve. However, if the Group closes out its position early, the cumulative gains and losses recognized in other comprehensive income are frozen and reclassified from the cash flow hedge reserve to profit or loss using the effective interest method. The ineffective portion of gains and losses on derivatives used to manage cash flow interest rate risk are recognized in profit or loss within interest expense or interest income.
IFRS 7 fair value measurement hierarchy IFRS 7 requires certain disclosures which require the classification of financial assets and financial liabilities measured at fair value using a fair value hierarchy that reflects the significance of the inputs used in making the fair value measurement (see note 3). The fair value hierarchy has the following levels:
a. b. c.
quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1); inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices) (Level 2); and inputs for the asset or liability that are not based on observable market data (unobservable inputs) (Level 3).
The level in the fair value hierarchy within which the financial asset or financial liability is categorised is determined on the basis of the lowest level input that is significant to the fair value measurement. Financial assets and financial liabilities are classified in their entirety into only one of the three levels.
Share capital Financial instruments issued by the Group are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The Groups ordinary shares are classified as equity instruments.
Retirement benefits: Defined contribution schemes Contributions to defined contribution pension schemes are charged to the consolidated income statement in the year to which they relate.
Retirement benefits: Defined benefit schemes Pension obligations
The liability recognized in the consolidated statement of financial position in respect of all pension and early retirement plans that qualify as defined benefit obligation, is the present value of the defined benefit obligation at the balance sheet date less the fair value of plan assets, together with adjustments for unrecognized actuarial gains or losses and past service costs. The Company uses actuarial calculations (projected unit credit method) to measure the obligations and the costs. For the calculation, actuarial assumptions are made about demographic variables (such as employee turnover and mortality) and financial variables (such as future indexation and the discount rate). The discount rate is determined by reference to market rates. These are interest rate of high-quality corporate bond that are denominated in the currency in which the benefit will be paid and that have terms to maturity, approximating the terms of the related liability.
annual report 2011 59
Actuarial gains and losses are recognized immediately in other comprehensive income as allowed under IAS 19 paragraph 98. Past service costs are recognized immediately in the consolidated statement of income, unless the entitlements to the adjusted benefits depend on the employee’s future service (the vesting period). In this case, the past service costs are amortized on a straight-line basis over the vesting period. Gains or losses on the curtailment or settlement of a defined benefit plan are recognized on the date of the curtailment or settlement. For pension plans that qualify as a defined contribution plan, the Company recognizes contributions to such plans when an employee has rendered service in exchange for those contributions. Termination benefits
Termination benefits are payable when employment is terminated before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for the benefits. The Company recognizes termination benefits when the Company is demonstrably committed to either terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal, or providing termination benefits as a result of an offer made to encourage voluntary redundancy. Benefits falling due more than 12 months after the balance sheet date are discounted to present value. Other long-term obligations
These employee benefits include jubilee or other long-service benefits, long-term disability benefits and, if they are not fully payable within 12 months after the end of the period, bonuses and deferred compensation. The expected costs of these benefits are accrued over the period of employment using an accounting method similar to that for defined benefit pension plans, except that actuarial gains and losses and past-service costs are recognized immediately.
Provisions The Group has recognized provisions for liabilities of uncertain timing or amount. The provision is measured at the best estimate of the expenditure required to settle the obligation at the reporting date, discounted at a pre-tax rate reflecting current market assessments of the time value of money and risks specific to the liability.
Revenue Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of the Company’s activities. Revenue is shown net of value added tax, rebates and discounts. Licenses
The Company records product revenue from software licenses and products when persuasive evidence of an arrangement exists, the software product has been shipped, there are no significant uncertainties surrounding product acceptance, the fees are fixed and determinable and collection is considered feasible. The Company uses the residual method to recognize revenue when a license agreement includes one or more elements to be delivered at a future date if evidence of the fair value of all undelivered elements exists. If an undelivered element for the arrangement exists under the license arrangement, revenue is deferred based on vendorspecific objective evidence of the fair value of the undelivered element. If vendor-specific objective evidence of fair value does not exist or all elements have been delivered revenue is also recognized.
60
Services
Customer support revenue consist of revenue derived from contracts to provide technical support to license holders. These revenues are recognized over the term of the contract. Network revenues consist of revenues earned from customers under an application service provider (ASP) model. Under this model, customers pay a monthly fee that entitles them to use the Company’s software on a secure, hosted, third party server. These revenues are recognized as the services are provided on a monthly basis over the term of the customer’s contract. Hardware
Revenue on hardware is recognized as soon as all risk and rewards are transferred.
Government grants Government grants received on capital expenditure are generally deducted in arriving at the carrying amount of the development expenses recognized as they are incurred. Grants for revenue expenditure are netted against the cost incurred by the Group. Where retention of a government grant is dependent on the Group satisfying certain criteria, it is initially recognized as deferred income. When the criteria for retention have been satisfied, the deferred income balance is released to the consolidated income statement or netted against the asset purchased.
Finance income and expense Finance income comprises interest income on funds invested and receivables from related companies. Interest income is recognized as it accrues in profit or loss, using the effective interest method. Finance expenses comprise interest expense on borrowings and on payables due to related companies. All borrowing costs are recognized in profit or loss using the effective interest method.
Income tax Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognized using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognized for the following temporary differences: the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future. In addition, deferred tax is not recognized for taxable temporary differences arising on the initial recognition of goodwill. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realized simultaneously.
annual report 2011
61
Presentation of cash flow statement The cash flow statement is prepared using the indirect method. The funds in the cash flow statement consist of cash at bank and in hand. Cash flows in foreign currencies are translated at an estimated average rate. Exchange rate differences, finance income and expenses and the tax on income are accounted for as cash flows from operational activities. Dividends paid are included as cash flows from financing activities.
3
Critical accounting estimates and judgements The Group makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Judgements, estimates and assumptions (a) Impairment of goodwill
The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash flows and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 12 and 13.
(b) Impairment of intangible fixed assets
The Group is required to test, on an annual basis, whether intangible fixed assets have suffered any impairment. The recoverable amount is determined based on value in use calculations. The use of this method requires the estimation of future cash outflows that is expected to be incurred before the asset is ready for use or for sale and the choice of a discount rate in order to calculate the present value of the cash flows. Actual outcomes may vary. More information including carrying values is included in notes 11, 12 and 13.
(c) Pension assumptions
The costs, assets and liabilities of the defined benefit schemes operating by the Group are determined using methods relying on actuarial estimates and assumptions. Details of the key assumptions are set out in note 28. The Group takes advice from independent actuaries relating to the appropriateness of the assumptions. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position.
(d) Assumptions provision for jubilee
The costs for jubilee are determined using methods relying on assumptions. Details of the key assumptions are set out in note 27. Changes in the assumptions used may have an effect on the consolidated income statement and the consolidated statement of financial position.
(e) Determination of fair values of intangible assets acquired in business combinations
62
The fair value of intangible assets is based on the discounted cash flows expected to be derived from the use and eventual sale of the asset.
(f) Assumptions provision for bad and doubtful debts
4
The costs for bad and doubtful debts are determined using methods relying on assumptions. Impairment provisions are recognized when there is objective evidence (such as significant financial difficulties on the part of the counterparty or default or significant delay in payment) that the Group will be unable to collect all of the amounts due under the terms receivable, the amount of such a provision being the difference between the net carrying amount and the present value of the future expected cash flows associated with the impaired receivable.
Determination of fair values A number of the Group’s accounting policies and disclosures require the determination of fair value, for both financial and non-financial assets and liabilities. Fair values have been determined for measurement and /or disclosure purposes based on the following methods. When applicable, further information about the assumptions made in determining fair values is disclosed in the notes specific to that asset or liability.
Trade and other receivables The fair value of trade and other receivables is estimated as the present value of future cash flows, discounted at the market rate of interest at the reporting date.
Fair value of financial instruments The Group determines the fair value of financial instruments that are not quoted, such as interest rate swaps and caps, using valuation techniques. The stated market value of interest rate swaps and caps is derived from the bank’s estimation of the mid-market price as of the date stated. For the estimation the bank used ‘close of business’ market data. Those techniques are significantly affected by the assumptions used. In that regard, the derived fair value estimates cannot always be substantiated by comparison with independent markets and, in many cases, may not be capable of being realised immediately.
5
Financial instruments – risk management The Group’s financial instruments, other than derivatives, comprise borrowings, loans receivables, cash and liquid resources, and various items, such as trade receivables and payables that arise directly from its operations. In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements. There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.
annual report 2011 63
Financial assets In thousands of euros
2011
2010
Carrying value
Maximum exposure
Carrying value
Maximum exposure
1,176
1,176
1,277
1,277
3
3
54
54
Trade receivables
21,653
21,653
23,739
23,739
Prepaid expenses
8,124
8,124
3,671
3,671
Loans receivables Derivative financial assets
Other receivables Cash and cash equivalents
Total financial assets
2,538
2,538
2,702
2,702
30,140
30,140
25,676
25,676
63,634
63,634
57,119
57,119
Cash in bank A significant amount of cash is held with the following institutes: Rating at 31 December 2011
Rating at 31 December 2010
ABN AMRO Bank N.V.
A+
A+
Rabobank
AA
AAA
Management monitors the utilisation of the credit limits regularly and at the reporting date does not expect any losses from non-performance by the counterparties.
Risks The most important risks for the Company are: ■■ Interest rate risk, on its borrowings at floating interest rates; ■■ Credit risks, on its outstanding balances with banks and debtors; ■■ Liquidity risks regarding the ability to repay loans and borrowing.
Interest rate risk The Company has identified an interest rate risk on its loans and borrowings. Most of the loans have a floating interest rate risk. It is company policy to hedge the interest rate risk for anywhere between 75% and 100%. Therefore the Company has a limited risk on interest rate fluctuation.
Credit risk The Group does not enter into derivatives to manage credit risk, although in certain isolated cases may take steps to mitigate such risks if it is sufficiently concentrated. The Company has identified the risks that outstanding debts and banks will not be able to repay the receivables to the Company. For cash which has been posted to banks, only banks with an A rating are selected. Regarding other receivables the Company actively manages outstanding debts.
64
Quantitative disclosures of the credit risk exposure in relation to financial assets are set out below. Further disclosures regarding trade and other receivables, which are neither past due nor impaired, are provided in note 17.
Liquidity risk Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due. The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. The Company achieves this objective by maintaining an Net Debt / EBITDA ratio below 3. The liquidity risk of each Group entity is managed centrally by the Group treasury function. Each operation has a facility with Group treasury, the amount of the facility being based on budgets. The budgets are set locally and agreed by the board in advance, enabling the Group’s cash requirements to be anticipated. Where facilities of Group entities need to be increased, approval must be sought from the Group finance director. Where the amount of the facility is above a certain level agreement of the board is needed. Details are included in the respective notes: ■■ Trade and payables – note 30 ■■ Loans and borrowings – note 26 ■■ Derivative financial liabilities – note 15
Capital Disclosures The Company has externally imposed capital requirements by banks and providers of loans and borrowings. These capital requirements are based on Net Debt / EBITDA (NDE) and the Debt Service Coverage Ratio (DSCR). NDA should be below 3 and the DSCR should at least exceed 1,1.
6
Revenues In thousands of euros Services Hardware Licenses
Revenues
7
2011
2010
182,531
149,725
1,055
1,904
13,098
10,085
196,684
161,714
Wages and salaries The average number of full time equivalent employees of the Company during 2011 including executive directors was 1,654 (2010: 1,530).
annual report 2011 65
8
Other operating expenses Audit fee The fee for the audit of the consolidated financial statements 2011 amounts approximately â‚Ź280,000.
9
Income tax expenses The tax expense for the year can be reconciled to the result in the income statement as follows: In thousands of euros
2011
2010
Result before tax
7,884
10,205
1,971
2,603
Income tax using the domestic tax rate of 25% (2010: 25.5%) Benefit of first bracket of income tax
-40
-20
Adjustment for goodwill
-1,147
-1,058
Limited deductible costs
136
91
Non-deductible costs
53
77
Non-deductible interest
114
221
Investment allowance
-6
-5
Innovation tax benefit
-184
-39
-
112
732
-
Effect of tax rate change Available losses Interest rate swap Foreign tax rate differences Taxes previous years
Income tax expense
46
-
-29
-8
464
-58
2,110
1,916
The tax rate used for the 2011 reconciliations above is the corporate tax rate of 25% (2010: 25.5%) payable by corporate entities in the Netherlands on taxable profits under tax law in that jurisdiction.
66
10
Property, plant and equipment In thousands of euros
Land
Plant
Other
Prepayments
Total
and
and
operating
tangible
buildings
equipment
fixed assets
fixed assets
1,924
219
19,424
-
21,567 4,294
Cost Balance at 1 January 2010 Additions
132
22
4,125
15
Disposals
-
-121
-368
-
-489
Balance at 31 December 2010
2,056
120
23,181
15
25,372
Balance at 1 January 2011
2,056
120
23,181
15
25,372
322
29
5,360
-
5,711
-
-
4,139
-
4,139
Additions New consolidations Disposals
-12
-
-321
-15
-348
2,366
149
32,359
-
34,874
Balance at 1 January 2010
-773
-207
-14,637
-
-15,617
Depreciation for the year
-284
-11
-2,930
-
-3,225
-
121
368
-
489
Balance at 31 December 2010
-1,057
-97
-17,199
-
-18,353
Balance at 1 January 2011
-1,057
-97
-17,199
-
-18,353
Depreciation for the year
-331
-14
-4,426
-
-4,771
-
-
-2,564
-
-2,564
Balance at 31 December 2011
Depreciation
Disposals
New consolidations Disposals
Balance at 31 December 2011
7
-
279
-
286
-1,381
-111
-23,910
-
-25,402
5,950
Carrying amounts At 1 January 2010
1,151
12
4,787
-
At 31 December 2010
999
23
5,982
15
7,019
At 31 December 2011
985
38
8,449
-
9,472
Bank borrowings are secured on the Group’s freehold property, plant and equipment.
annual report 2011 67
11
Intangible assets In thousands of euros
Purchased
Develop-
Intellectual
Customer
Total
goodwill
ment
property
Relation-
buildings
expenses
rights
ships
23,827
29,718
4,268
53,090
110,903
Additions
-
6,370
-
-
6,370
Disposals
-
-
-5
-
-5
Balance at 31 December 2010
23,827
36,088
4,263
53,090
117,268
Balance at 1 January 2011
23,827
36,088
4,263
53,090
117,268
Additions
12,802
8,562
83
-
21,447
-
-
11,128
10,518
21,646
Cost Balance at 1 January 2010
New consolidations Disposals
-
-730
-
-
-730
36,629
43,920
15,474
63,608
159,631
Balance at 1 January 2010
-
-13,084
-1,352
-4,981
-19,417
Depreciation for the year
-
-4,644
-632
-3,285
-8,561
Disposals
-
-
5
-
5
Balance at 31 December 2011
Depreciation and impairment
Impairments
-
-
-
-
-
Balance at 31 December 2010
-
-17,728
-1,979
-8,266
-27,973
Balance at 1 January 2011
-
-17,728
-1,979
-8,266
-27,973
Depreciation for the year
-
-4,646
-1,956
-3,659
-10,261
New consolidations
-
-
-878
-
-878
Disposals
-
730
-
-
730
Impairments
-
-3,093
-
-
-3,093
Balance at 31 December 2011
-
-24,737
-4,813
-11,925
-41,475
Carrying amounts
68
At 1 January 2010
23,827
16,634
2,916
48,109
91,486
At 31 December 2010
23,827
18,360
2,284
44,824
89,295
At 31 December 2011
36,629
19,183
10,661
51,683
118,156
Current estimates of useful economic live of intangible assets are as follows: Goodwill Indefinite Development expenses 7 years Intellectual property rights and trade names 5 – 10 years Customer relationships 10 – 22 years
12
Goodwill The carrying amount of goodwill is allocated to the cash generating units (CGUs) as follows:
13
In thousands of euros
2011
2010
Everest
3,971
3,971
Yonder
676
676
PinkRoccade Local Government
9,705
9,705
PinkRoccade Healthcare
8,409
8,409
TASS
1,066
1,066
PinkRoccade Local Government Samenlevingszaken
3,246
-
PharmaPartners
9,556
-
36,629
23,827
Impairments Annually an impairment test is performed, based on the five-years budget of each cash generating unit. The value in use is estimated by using the discounted cash flow method. The WACC is calculated at 13.6%. Based on impairment tests, performed as per year end, no impairment of goodwill was necessary. Regarding the capitalized development expenses, an impairment was considered necessary. In financial year 2011 a number of projects appeared to be based on outdated technology. Therefore, an impairment of €3.1 million was charged to the profit & loss account.
annual report 2011 69
14
Subsidiaries The principal subsidiaries of Total Specific Solutions (TSS) B.V., all of which have been included in these consolidated financial statements, are as follows:
Interest at 31 December 2011
2010
KZA Holding B.V., Blaricum
70.49%
70.49%
Kwaliteitszorg in de Automatisering (KZA) B.V., Baarn
70.49% (indirect)
70.49% (indirect)
Top Talent Consultancy B.V., Baarn
95.01%
95.01%
Co-Maker Holding B.V., ’s-Gravenhage
100%
100%
Rorema Beheer B.V., ’s-Gravenhage
100% (indirect)
100% (indirect)
Co-Maker B.V., ’s-Gravenhage
100% (indirect)
Name company
100% (indirect)
TASS Holding B.V., Eindhoven
92%
88.76%
TASS B.V., Eindhoven
92% (indirect)
88.76% (indirect)
TASS Belgium N.V., Leuven, Belgium
92% (indirect)
88.76% (indirect)
Yonder Holding B.V., Blaricum
85%
70%
Yonder Nederland B.V., Ede
85% (indirect)
70% (indirect)
Yonder SRL, Cluj Napoca, Romania
85% (indirect)
70% (indirect)
Everest Holding B.V., Blaricum
51.02%
51.02%
Everest B.V., ’s-Hertogenbosch
51.02% (indirect)
51.02% (indirect)
PharmaPartners B.V., Oosterhout (former: TSS TH 7 B.V.)
75%
H.I. Systems B.V., Breda
75% (indirect)
100%
TSS TH 6 B.V., Apeldoorn
100%
100%
TSS TH 5 B.V., Apeldoorn
92.19%
89.66%
TSS TH 4 B.V., Apeldoorn
92.19% (indirect)
89.66% (indirect)
PinkRoccade Local Government B.V., Eindhoven
96.25% (indirect)
91.25% (indirect)
PinkRoccade Local Government Samenlevingszaken B.V., Breda
96.25% (indirect)
PinkRoccade Healthcare B.V., Apeldoorn
88% (indirect)
88% (indirect)
PinkRoccade Gezondheidszorg B.V., Apeldoorn
88% (indirect)
88% (indirect)
Unless stated otherwise, the companies are located in the Netherlands. On 10 January 2011, TSS TH 7 B.V. acquired 100% of the voting equity instruments of PharmaPartners B.V. and H.I. Systems B.V. (indirect). In June 2011, TSS TH 7 B.V. merged with PharmaPartners B.V. On 29 August 2011, PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of PinkRoccade Local Government Samenlevingszaken B.V. (formerly Planconsult B.V.) We refer to note 32 for further disclosure on these acquisitions.
70
15
Derivative financial instruments The derivative financial assets and liabilities are all designated as hedging instruments.
Cash flow interest rate swaps and caps The Group manages its cash-flow interest rate risk by using floating-to-fixed interest rate swaps and caps. Normally the Group raises long-term borrowings at floating rates and swaps them into fixed rates. The notional principal amounts of outstanding floating to fixed interest rate swap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2011 totalled €25,262,500 (2010: €34,942,500). Their fair value was €902,530 (2010: €1,064,026). The notional principal amounts of outstanding floating to fixed interest rate cap contracts designated as hedging instruments in cash flow interest rate hedges of variable rate debt at 31 December 2011 totalled €13,650,000 (2010: €13,650,000). Their fair value was €3,075 (2010: €54,409). At 31 December 2011, the main floating rates were EURIBOR and three-months EURIBOR. Gains and losses recognized in the cash flow hedging reserve in equity (note 24) on interest rate swap and cap contracts as at 31 December 2011 will be released to the consolidated income statement as the related interest expense is recognized. Information on the maturities of the loans is provided in note 26.
16
Loans receivables The loans receivables concern loans granted to shareholders of Group companies. Interest is calculated at three-months EURIBOR plus 200 points. No fixed redemption scheme is agreed.
17
Trade and other receivables In thousands of euros
2011
2010
Trade receivables
21,653
23,739
Other receivables
2,538
2,702
24,191
26,441
The carrying amount of trade and other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. Trade receivables were pledged to the ABN AMRO Bank N.V. as collateral to the rollover loan facilities and the overdraft facilities.
annual report 2011
71
As at 31 December 2011 trade receivables of €6,247,000 (2010: €5,109,000) were past due but not impaired. They relate to the customers with no default history. The ageing analysis of these receivables is as follows: In thousands of euros
2011
2010
Up to 30 days
4,301
3,391
30 to 60 days
1,466
1,224
60 to 90 days
317
381
More than 90 days
163
113
6,247
5,109
As at 31 December 2011 trade receivables for an amount of €417,000 (2010: €443,000) were past due and impaired. The amount of the provision as at 31 December was €350,000 (2010: €372,000). Movements on the Group provision for impairment of trade receivables are as follows: In thousands of euros At beginning of the year New consolidations Provided during the year Receivable written off during the year as uncollectable Unused amounts reversed
2011
2010
372
504
92
-
-22
-
17
43
-109
-175
350
372
The movement on the provision for impaired receivables has been included in the other operating expenses line in the consolidated income statement. Other classes of financial assets included within trade and other receivables do not contain impaired assets.
18
Prepaid expenses The prepaid expenses mainly consist of expenses incurred for other operating expenses for the next financial year.
72
19
Cash and cash equivalents In thousands of euros
2011
2010
ABN AMRO Bank N.V.
22,836
25,221
Rabobank Dexia Bank Belgium N.V. / S.A. Other
6,858
-
340
328
106
127
30,140
25,676
Of the cash and bank balances, €216,000 is not freely disposable ( 2010: €463,000). At year-end, the Group has credit balances of an amount of approximately €2,586,000 with above mentioned credit institutions.
20
Share capital At 31 December 2011 the authorised share capital comprised of 9,000,000 ordinary shares with a par value of €0.01. Issued are 1,800,000 shares. Reserve
Share premium Legal Reserve Cash flow hedging reserve Foreign exchange reserve Other reserves
Description and purpose Amount subscribed for share capital in excess of nominal value. Gains / losses arising on development expenses incurred. The reserve is not freely disposable. Gains / losses arising on the effective portion of hedging instruments carried at fair value in a qualifying cash flow hedge. Gains / losses arising on retranslating the net assets of overseas operations into Euros. All other net gains and losses and transactions with owners (e.g. dividends) not recognized elsewhere.
annual report 2011
73
21
Analysis of amounts recognized in other comprehensive income In thousands of euros
Cash flow hedge reserve
Foreign exchange reserve
Other reserves
Year to 31 December 2010 Gains recognized on hedging instruments
131
-
-
Exchange differences arising on translation of foreign operations
-
-
-
Actuarial result on defined benefit pension schemes
-
-
-
More than 90 days Taxation
-39
-
-
92
-
-
Year to 31 December 2011 Gains recognized on hedging instruments Exchange differences arising on translation of foreign operations Actuarial result on defined benefit pension schemes Taxation
22
243
-
-
-
-17
-
-
-
1,102
-15
-
-276
228
-17
826
Share premium Under Dutch law this reserve is distributable providing there are sufficient net assets in the Company.
2011
2010
As at 1 January
16,171
17,895
Additions
4,500
-
-824
-1,724
19,847
16,171
In thousands of euros
Movement to legal reserve As at 31 December
74
23
Legal reserve The legal reserve concern the reserves which are formed by the subsidiaries for the capitalised development expenses and translation differences. In thousands of euros As at 1 January Movement to other reserves Movement from share premium
18,359
16,635
-17
-
824
1,724
18,359
2011
2010
As at 1 January
-757
-849
Gains recognized on hedging instruments
228
92
-529
-757
2011
2010
-8,049
-7,885
6,711
-
Cash flow hedging reserve In thousands of euros
As at 31 December
25
2010
19,166
As at 31 December
24
2011
Other reserves In thousands of euros As at 1 January Result appropriation prior year Actuarial result
826
-
Changes in ownership interests in subsidiaries
-187
-112
Gains recognized on hedging instruments
-238
-52
As at 31 December
-937
-8,049
The amount of changes in ownership interests in subsidiaries in 2010 concerned the acquisition of an additional 15% interest to a total of interest of 85% in Yonder Holding B.V.
annual report 2011
75
The amount of changes in ownership interests in subsidiaries amounted in 2011 approximately €615,000, which concerned the following: Sale of 25% interest of PharmaPartners B.V.; Acquisition of 15% interest in Yonder Holding B.V.; Acquisition of 2.53% in TSS TH5 B.V.; Acquisition of 3.33% interest in TASS Holding B.V. While these changes in interest did not result in a change of control, these transaction are accounted for as equity transactions.
26
Loans and borrowings 2011
2010
Amounts owed to credit institutions
30,503
28,620
Other loans
19,884
18,955
50,387
47,575
Repayment obligation
9,642
8,955
Amounts owed to credit institutions
2,586
3,910
12,228
12,865
62,615
60,440
In thousands of euros
Non-current
Current
Total loans and borrowings
Amounts owed to credit institutions The Company’s subsidiaries have been granted rollover loan facilities by ABN AMRO Bank N.V. The loans which were not fully paid off at year end, have a principal amount of approximately €61,000,000. The repayment obligation for 2012 amounts approximately €10,000,000. Additional to the rollover loan facilities, the Company’s subsidiaries have been granted overdraft facilities by ABN AMRO Bank N.V. and Rabobank, amounting to approximately €10,320,000. The securities for the principal amounts are: ■■ deed of pledge shares in the capital of the companies; ■■ deed of pledge on rights under the Sale and Purchase Agreements; ■■ deed of pledge of stocks; ■■ deed of pledge on trade receivables; ■■ deed of pledge on inventories.
Other loans Other loans concern four loans. On the receivable position interest varies of 3-months EURIBOR to 9%. There is no redemption scheme. Two loans of a total amount of €4,159,000 are subordinated to the loan from ABN AMRO Bank N.V.
76
27
Employee benefits Liabilities for employee benefits comprise: In thousands of euros Pensions – defined benefit schemes (note 28) Provision for pensions Provision for jubilee
2011
2010
-
-
40
42
308
175
348
217
Provisions Jubilee
Pensions
Total
At 1 January 2011
175
42
217
Charged to profit or loss
160
-2
158
Released in year
-27
-
-27
308
40
348
In thousands of euros
At 31 December 2011
Jubilee The provision for jubilee is long-term in nature. At the balance sheet date, the obligation is recorded at the best estimate of the present value of the amounts required to be paid in the future. The measurement of the obligation depends on the length of service of the employees and reflects the probability that payment will be required. The net obligation for the provision for jubilee are the future benefits that employees have earned in exchange for their current and prior periods employment service.
Pensions The provision is the best estimate of the amounts required to be paid in the future for the early retirement for former employees.
28
Retirement benefits General The Company provides pension benefit plans for its employees. The pension allowances are based on the career average salary. The funding of this pension plan is assigned to insurance companies and a pension fund. The annual contributions are recognized as costs. The liability includes any additional contributions for past service cost following indexation over the reporting period granted at the balance sheet date. For contributions that are not yet paid as at balance sheet date, a liability is recognized. Collectable repayments originating from profit sharing are deducted from the pension costs, and recorded as receivables, as far as the Company can exercise these rights. Since these receivables and obligations are short term they will be valued at face value. The risks of wage increases, price indexation and changes in the return of the plan assets may cause future changes in the annual contribution. These risks have not been accounted for when determining the liability towards an insurance company or a pension fund at the balance sheet date. In case of a deficit in the industry pension plan, the entity has no obligation to address the deficit with any extra immediate payments other than higher future allowances.
annual report 2011
77
PharmaPartners PharmaPartners operate a post-employment defined benefit schemes for its employees. PharmaPartners was acquired as per January 2011. As result of the purchase price allocation as disclosed in note 32 a pension liability has been recognized amounting to €1,102,000. In this note we will further elaborate on this pension plan and its specifics. Because PharmaPartners was acquired in 2011 no comparatives have been disclosed. Pension costs for defined contribution schemes in 2011 were €1,854,000. Details of PharmaPartners’ defined benefit schemes are as follows: In thousands of euros
2011
Reconciliation to consolidated statement of financial position Fair value of plan assets
22,256
Present value of funded obligations
-15,655
Total Limitation of asset ceiling
6,601 -6,601
Unrecognized past service cost
-
Net assets / (liabilities)
-
Reconciliation of plan assets Acquired in business combinations Expected return
17,462 922
Contributions by Group
1,658
Benefits paid
-468
Settlements Actuarial gain / (loss)
At end of year
196 2,486
22,256
Composition of plan assets Equities
6,470
Bonds
13,335
Property
1,395
Cash
1,056
22,256
78
In thousands of euros
2011
Reconciliation of plan liabilities Acquired in business combinations Interest cost Current service cost Benefits paid
18,564 962 1,381 -468
Actuarial (gain) / loss
-4,784
At end of year
15,655
Cumulative actuarial gains ( / loss) recognized in other comprehensive income At beginning of year Recognized during the year
At end of year
1,102
1,102
Included in administrative expenses Current service cost
1,381
Benefits paid
-468
913
Principal actuarial assumptions In % Discount rate on plan liabilities
2011 5.20
Expected rate of return on plan assets
5.50
Expected increase in pensionable salary
2.00
Expected increase in pensions-in-payment
2.00
Inflation rate
2.00
The expected return on plan assets is equal to the weighted average return appropriate to each class of asset within the schemes. The return attributed to each class has been reached following discussions with the Group’s actuaries. Assumptions regarding future mortality experience are set based on advice in accordance with published statistics and experience in each territory. The average life expectancy in years of a pensioner retiring at age of 65 on 31 December 2011 is determined using the mortality rates in accordance with the AG Prognoses table 2010 – 2060 with adjustment table HM.
annual report 2011 79
29
Deferred tax Deferred tax is calculated in full on temporary differences under the liability method using a tax rate of 25% (2010: 25%). The movement on the deferred tax account is as shown below: In thousands of euros
2011
2010
At 1 January
-5,578
-4,892
Recognized in purchase price allocation Recognized in profit and loss
-4,281
-
314
-647
Tax expense
Recognized in other comprehensive income Gains on hedging instruments in cash flow hedges Actuarial result on defined benefit pension schemes
At 31 December
-15
-39
-276
-
-9,836
-5,578
Deferred tax assets have been recognized in respect of all tax losses and other temporary differences giving rise to deferred tax assets where the directors believe it is probable that these assets will be recovered. The movements in deferred tax assets and liabilities (prior to the offsetting of balances within the same jurisdiction as permitted by IAS 12) during the period are shown below.
80
Details of the deferred tax liability, amounts recognized in profit or loss and amounts recognized in other comprehensive income are as follows: Asset 2010
Liability 2010
Net 2010
(Charged) / Credited to profit or loss 2010
(Charged) / Credited to OCI 2010
164
-380
-216
-316
-
-
-2,920
-2,920
-613
-
(as a result of PPA)
6,455
-11,401
-4,946
63
-
Available losses
2,252
-
2,252
219
-
In thousands of euros
Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognized) Intangible assets
Derivative financial liabilities
266
-14
252
-
-39
Tax assets /(liabilities)
9,137
-14,715
-5,578
-647
-39
Set off of tax
-140
140
-
-
-
8,997
-14,575
-5,578
-647
-39
Asset 2011
Liability 2011
Net 2011
Recognized in PPA 2011
(Charged) / Credited to profit or loss 2011
(Charged) / Credited to OCI 2011
455
-828
-373
-
-157
-
-
-3,684
-3,684
-
-764
-
(as a result of PPA)
5,653
-14,740
-9,087
-4,281
416
-276
Available losses
3,083
-
3,083
-
831
-
226
-1
225
-
-12
-15
Tax assets /(liabilities)
9,417
-19,253
-9,836
-4,281
314
-291
Set off of tax
-229
229
-
-
-
-
9,188
-19,024
-9,836
-4,281
314
-291
Net tax asset /(liabily)
In thousands of euros
Tangible assets (differences in depreciation) Intangible assets (development costs fiscally not recognized) Intangible assets
Derivative financial liabilities
Net tax asset
annual report 2011
81
A deferred tax asset has not been recognized for the following: In thousands of euros Unused tax losses
30
2011
2010
5,388
171
5,388
171
In thousands of euros
2011
2010
Trade creditors
12,743
11,032
Taxes and social premiums
8,645
6,563
Trade and other payables
Deferred income
16,913
4,726
Other payables
23,361
23,476
61,662
45,797
The carrying amount of trade and other payables classified as financial liabilities measured at amortized cost approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.
31
Amounts owed to associated companies In 2010, this amount concerns a short-term liability to a shareholder of Total Specific Solutions (TSS) B.V. The interest rate amounts 4.5% per annum.
32
Acquisitions during the period On 29 Augustus 2011 PinkRoccade Local Government B.V. acquired 100% of the voting equity instruments of PinkRoccade Local Government Samenlevingszaken B.V. (former: Planconsult B.V.). On 10 January 2011 PharmaPartners B.V. (former: TSS TH 7 B.V.) acquired 100% of the voting equity instruments of PharmaPartners B.V. and H.I. Systems B.V. (indirect). These new business combinations support the Company’s strategy of expansion. The acquired companies provide synergies to TSS through the combination of operations with other business combinations. Since the acquisition, the new business combinations generated a result before taxation of €4,242,000. The acquisition related costs amounted approximately €1,200,000, all recognized as expenses. Details of the fair value of identifiable assets and liabilities acquired, purchase consideration and goodwill are as follows:
82
PinkRoccade Local Government Samenlevingszaken B.V. In thousands of euros Property, plant and equipment Client portfolio Software
Book value
Adjustment
Fair value
237
-
237
-
3,613
3,613
-
2,285
2,285
1,405
-
1,405
-
-
-
Payables
-997
-
-997
Bank loan
-315
-
-315
-
-1,475
-1,475
330
4,423
4,753
Book value
Adjustment
Fair value
Receivables Cash
Deferred tax liability
Total net assets
PharmaPartners B.V. In thousands of euros Property, plant and equipment Trademark Client portfolio
1,341
-
1,341
-
2,400
2,400
-
6,905
6,905
Software
542
5,022
5,564
Tax assets
206
-
206
Inventories
46
-
46
Receivables
3,717
-
3,717
16,564
-
16,564 -16,389
Cash Payables
-16,389
-
Defined benefit pension plan
-
-1,102
-1,102
Previously unrecognized provisions
-
-2,000
-2,000
-
-2,807
-2,807
6,027
8,418
14,445
Deferred tax liability
Total net assets Fair value of consideration paid Cash
28,000
Contingently
4,000
Contingent cash consideration
-
Total consideration
32,000
Goodwill (note 12)
12,802
annual report 2011 83
33
Related parties Related party transactions No material related party transactions have occurred.
Receivables from and payables due to related parties See note 16 and 31.
Directors and supervisory board remuneration The aggregate remuneration paid and benefits in kind granted to the Directors as a group during the last completed financial year ending 31 December 2011 of the Company was €354,000 (2010: €462,000). The remuneration for the supervisory board was €105,000 (2010: €105,000).
34
Explanation of transition to IFRS As stated in note 2, these are the Group’s first consolidated financial statements prepared in accordance with IFRSs. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 December 2011 and the comparative information presented in these financial statements for the year ended 31 December 2010 and 1 January 2010. In preparing its IFRS balance sheet as at 1 January 2010, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to IFRSs has affected the Group’s financial position and financial performance is set out in the following tables and the notes that accompany the tables.
84
Reconciliation of financial position as at 1 January 2010 In thousands of euros
Previous GAAP
Effect of transi- IFRSs tion to IFRSs
ASSETS Property, plant and equipment
5,950
-
5,950
84,844
6,642
91,486
2,277
7,364
9,641
-
121
121
1,134
-
1,134
Total non-current assets
94,205
14,127
108,332
Trade receivables
21,030
-
21,030
731
-
731
1,471
-
1,471
2,952
-
2,952
35,663
-
35,663
(a) Intangible assets (c) Deferred taxes (b) Derivative financial assets Loans receivables
Income taxes Prepaid expenses Other receivables Cash and cash equivalents
Total current assets Total assets
61,847
-
61,847
156,052
14,127
170,179
EQUITY Share capital
18
-
18
Share premium
17,895
-
17,895
Legal reserve
16,635
-
16,635
-
-849
-849
-7,904
19
-7,885
26,644
-830
25,814
-279
1,288
1,009
26,365
458
26,823
53,979
-
53,979
232
-
232
-
1,262
1,262
(c) Deferred tax liability
2,126
12,407
14,533
Deferred income
2,952
-
2,952
59,289
13,669
72,958 14,714
(b) Cash flow hedge reserve Other reserves Non-controlling interest
Total equity LIABILITIES Loans and borrowing Employee benefits
(b) Derivative financial liabilities
Total non-current liabilities Loans and borrowings
14,714
-
Trade creditors
7,525
-
7,525
Amounts owed to associated companies
11,191
-
11,191
5,106
-
5,106
31,862
-
31,862
Deferred income Other payables
Total current liabilities Total liabilities Total equity and liabilities
70,398
-
70,398
129,687
13,669
143,356
156,052
14,127
170,179
annual report 2011 85
Notes to the reconciliation of financial position (a) In accordance with IFRS 1 app C, the Company has opted for retrospectively applying IFRS 3. As a result, the goodwill recognized under previous GAAP has been allocated to identifiable assets and liabilities not previously recognized. (b) Consistent with IAS 39, the interest rate swaps and caps are classified as cash flow hedges. Under previous GAAP it was possible to classify the interest rate swap and cap as cost hedge. The interest rate swaps and cap under previous GAAP were measured at cost, which was nil. The interest rate swaps and cap under IFRS are measured at fair value. The effective portion of the gain or loss on the hedging instrument shall be recognized in other comprehensive income and the ineffective portion of the gain or loss shall be recognized in profit or loss. (c) The above change in the measurement of interest rate swaps and cap increased the deferred tax asset. Furthermore the deferred tax asset and liability were based on an effective tax rate of 15% – 25.5% under previous GAAP. Under IFRS, the deferred tax asset and liability is based on an effective tax rate 25.5% as at 1 January 2010 and 25% as at 31 December 2010. Besides this, under previous GAAP, the goodwill was amortized. While some of the goodwill is also deductible for income tax purposes, a deferred tax asset was formed. Under IFRS, it is not possible to amortise goodwill. Because of this no deferred tax asset is recognized under IFRS.
Reconciliation of result for 2010 In thousands of euros
Previous GAAP
Effect of transi IFRSs tion to IFRSs
Revenue
161,714
-
161,714
Cost of sales
-20,683
-
-20,683
Gross profit
141,031
-
141,031
-149,020
20,616
-128,404
-7,989
20,616
12,627
620
-
620
Finance costs
-3,042
-
-3,042
Result before tax
-10,411
20,616
10,205
(d) General and administrative expenses
Operating profit Finance income
(e) Tax expense
Result for the year
-1,848
-68
-1,916
-12,259
20,548
8,289
(f) Cash flow hedge
-
131
131
(f) Income tax relating to components of other comprehensive income
-
-39
-39
-12,259
20,640
8,381
Total comprehensive income for the year
Notes to the reconciliation of profit (a) IFRS effect of General and administrative expenses is related to depreciation on goodwill. Reference is made to note a) and c) as stated above. (b) IFRS effect of Tax expense is related to the above mentioned items, using the applicable tax rate. Reference is made to note c) as stated above. (c) IFRS effect of movements in other comprehensive income is related to classification of interest rate swaps as cash flow hedges. Reference is made to note b) as stated above.
Reconciliation of cash flows for 2010 The transition to IFRS does not have a material impact on the cash flow, therefore no reconciliation is disclosed.
86
35
Contingent liabilities Rent and lease commitments The Group has rent and lease commitments for a total amount of €35,962,000 (2010: €33,870,000). ■■ €10,315,000 is due within one year (2010: €8,932,000); ■■ €21,195,000 is due between two and five years (2010: €22,656,000); ■■ €4,452,000 is due after five years (2010: €2,282,000).
Bank guarantee The bank has granted bank guarantees of an amount of approximately €443,000 (2010: €317,500).
Fiscal entities Co-maker Holding B.V. and its subsidiaries Rorema Beheer. B.V. and Co-maker B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Co-maker Holding B.V. and its subsidiaries are severally liable for the corporate income tax and the value added tax for the whole group. KZA Holding B.V. and its subsidiary Kwaliteitszorg in de Automatisering (KZA) B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this KZA Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group. TASS Holding B.V. and its subsidiary TASS B.V. form a fiscal entity for the corporate income tax. Because of this TASS Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole group. Yonder Holding B.V. and its subsidiary Yonder Nederland B.V. form a fiscal entity for the corporate income tax. Because of this Yonder Holding B.V. and its subsidiary are severally liable for the corporate income tax for the whole group. Everest Holding B.V. and its subsidiary Everest B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this Everest Holding B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group. TSS TH 5 B.V., TSS TH 4 B.V., PinkRoccade Local Government B.V., PinkRoccade Local Government Samenlevingszaken B.V., PinkRoccade Healthcare B.V. and PinkRoccade Gezondheidszorg B.V. form a fiscal entity for the corporate income tax. Because of this TSS TH 5 B.V. and its subsidiaries are severally liable for the corporate income tax for the whole group. PharmaPartners B.V. and its subsidiary H.I. Systems B.V. form a fiscal entity for the corporate income tax and the value added tax. Because of this PharmaPartners B.V. and its subsidiary are severally liable for the corporate income tax and the value added tax for the whole group.
36
Events after the reporting date Not applicable.
annual report 2011 87
Company income statement as at 31 December 2011 2011
2010
461
-339
Result participations
3,671
7,050
Result for the year
4,132
6,711
In thousands of euros Result from ordinary activities after taxation
Statement of comprehensive income
In thousands of euros
2011
2010
Result for the year
4,132
6,711
45
Actuarial gains arising on defined benefit pension schemes
826
-
45
Exchange results arising on translation of foreign operations
-17
-
45
Cash flow hedge
202
58
Income tax relating to components of other comprehensive income
Total comprehensive income for the year
88
-212
-19
4,931
6,750
ompany statement of financial position C as at 31 December 2011 31-12-2011
31-12-2010
01-01-2010
Property, plant and equipment
4
5
9
Intangible assets
-
-
-
36,664
31,056
22,210
6,584
3,843
923
1,124
1,275
1,132
44,376
36,179
24,274 152
In thousands of euros
ASSETS
38
Subsidiaries
39
Receivables from group companies
40
Loans receivables
Total non-current assets 41
Receivables from group companies and related parties
931
93
42
Prepaid expenses
-
73
60
43
Other receivables
100
107
121
44
Cash and cash equivalents
509
729
13,068
Total current assets Total assets 45
1,540
1,002
13,401
45,916
37,181
37,675
18
18
18
EQUITY Share capital Share premium
19,847
16,171
17,895
Legal reserve
19,166
18,359
16,635
Cash flow hedge reserve
-529
-757
-849
Other reserves
-937
-8,049
-7,885
Result for the year
Total equity
4,132
6,711
-
41,697
32,453
25,814
LIABILITIES 46
Amounts owed to group companies
3,494
667
-
Total non-current liabilities
3,494
667
-
47
Trade creditors
48
Amounts owed to associated companies
-
24
-
47
Other payables
402
550
536
Total current liabilities Total liabilities Total equity and liabilities
725
4,061
11,861
Income tax
323
481
134
-
3,006
11,191
4,219
4,728
11,861
45,916
37,181
37,675
annual report 2011 89
Company statement of changes in equity
In thousands of euros
Balance at 1 January 2010
Share premium
Legal reserve
Cash flow hedge reserve
Other reserves
Result for the year
Total
capital
Share
18
17,895
16,635
-849
-7,885
-
25,814
Movement legal reserve
-
-1,724
1,724
-
-
-
-
Result previous year
-
-
-
-
-
-
-
Result for the year
-
-
-
-
-
6,711
6,711
Exchange results
-
-
-
-
-
-
-
in subsidiaries
-
-
-
-
-112
-
-112
Cash flow hedge
-
-
-
92
-52
-
40
Balance at 31 December 2010
18
16,171
18,359
-757
-8,049
6,711
32,453
Balance at 1 January 2011
18
16,171
18,359
-757
-8,049
6,711
32,453
Movement legal reserve
-
-824
824
-
-
-
-
Result previous year
-
-
-
-
6,711
-6,711
-
Result for the year
-
-
-
-
-
4,132
4,132
Additions
-
4,500
-
-
-
-
4,500
Exchange results
-
-
-17
-
-
-
-17
in subsidiaries
-
-
-
-
-187
-
-187
Actuarial gain
-
-
-
-
826
-
826
Cash flow hedge
-
-
-
228
-238
-
-10
18
19,847
19,166
-529
-937
4,132
41,697
Changes in ownership interests
Changes in ownership interests
Balance at 31 December 2011
90
Notes to the company financial statements
37
Accounting Policies General For an explanation of the principles, we refer to the principles accompanying the consolidated financial statements.
Statement of compliance The principal accounting policies adopted in the preparation of the financial statements are set out below. The policies have been consistently applied to all the years presented, unless otherwise stated. The financial statements of the Company included in this chapter are prepared in accordance with Part 9 of Book 2 of the Dutch Civil Code. Section 362 (8), Book 2, Dutch Civil Code, allows companies that apply IFRS as adopted by the European Union in their consolidated financial statements to use the same measurement principles in their company financial statements. The Company has prepared these Company financial statements using this provision. Subsidiaries are accounted for using the net equity value in these Company financial statements. These are the Group’s first consolidated and separated statutory financial statements and IFRS 1 has been applied. An explanation of how the transition to IFRSs has affected the reported financial position, financial performance and cash flows of the Group is provided in note 49.
Presentation of company financial statements The income statement has been prepared in accordance with Section 2:402 of the Dutch Civil Code, which allows a simplified income statement in the Company financial statements when event an income statement is included in the consolidated income statements.
38
Subsidiaries For an overview of the principal subsidiaries of Total Specific Solutions (TSS) B.V., we refer to note 14 in the notes to the consolidated financial statements.
39
Receivables from group companies 2011
2010
Kwaliteitszorg in de Automatisering (KZA) B.V.
3,186
2,691
Co-maker Holding B.V.
3,398
1,152
6,584
3,843
In thousands of euros
The interest regarding the loans receivable amounts between 3-months EURIBOR plus 200 point until 3-months EURIBOR plus 500 points.
annual report 2011
91
40
Loans receivables The loans receivables concern loans granted to shareholders of group companies. Interest is calculated at 3-months EURIBOR plus 200 points. No redemption scheme is agreed.
41
Receivables from group companies and related parties The receivables are due within one year. No interest is calculated.
42
Prepaid expenses The prepaid expenses mainly consist of expenses incurred for other operating expenses for the next financial year.
43
Other receivables In thousands of euros Value added tax Other receivables
2011
2010
-
84
100
23
100
107
The carrying amount of other receivables approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows. The other receivables do not contain impaired assets.
44
Cash and cash equivalents In thousands of euros Cash and bank balances
The cash and bank balances are freely disposable.
92
2011
2010
509
729
45
Equity For additional information regarding the equity, we refer to the statement of changes in equity and note 20 – 25 in the notes to the consolidated financial statements.
46
Amounts owed to group companies The amounts owed to group companies concern a loan provided by Top Talent Consultancy B.V. The interest is calculated at a rate of 3-months EURIBOR plus 500 points.
47
Trade and other payables 2011
2010
Trade creditors
323
481
Taxes and social premiums
101
24
Other payables
301
550
725
1,055
In thousands of euros
The carrying amount of trade and other payables classified as financial liabilities measured at amortized cost approximates to their fair value, which is based on an estimate of the recoverable amount. The recoverable amount is determined by calculating the present value of the expected future cash flows.
48
Amounts owed to associated companies In 2010, this amount concerned a short-term liability to a shareholder of Total Specific Solutions (TSS) B.V. The interest rate was 4.5% per annum.
49
Explanation of transition to IFRS As stated in note 37, these are the Group’s first consolidated and separated financial statements prepared in accordance with IFRSs. The accounting policies set out in note 2 have been applied in preparing the financial statements for the year ended 31 December 2011 and the comparative information presented in these financial statements for the year ended 31 December 2010 and 1 January 2010. In preparing its IFRS balance sheet as at 1 January 2010, the Group has adjusted amounts reported previously in financial statements prepared in accordance with its old basis of accounting (previous GAAP). An explanation of how the transition from previous GAAP to IFRSs has affected the Group’s financial position and financial performance is set out in the following tables and the notes that accompany the tables.
annual report 2011 93
Reconciliation of financial position as at 1 January 2010 In thousands of euros
Previous GAAP
Effect of transition to IFRSs
IFRSs
9
ASSETS Property, plant and equipment
(a) Intangible assets (b) Subsidiaries Receivables from group companies Loans receivables
9
-
444
-444
-
22,596
-386
22,210
923
-
923
1,132
-
1,132
25,104
-830
24,274
Receivables from group companies and related parties
152
-
152
Prepaid expenses
60
-
60
121
-
121
13,068
-
13,068
Total non-current assets
Other receivables Cash and cash equivalents
Total current assets Total assets
13,401
-
13,401
38,505
-830
37,675
EQUITY Share capital
18
-
18
Share premium
17,895
-
17,895
Legal reserve
16,635
-
16,635
-
-849
-849
Other reserves
-7,904
19
-7,885
Total equity
26,644
-830
25,814
134
-
134
11,191
-
11,191
(c) Cash flow hedge reserve
LIABILITIES Trade creditors Amounts owed to associated companies Other payables
Total current liabilities Total liabilities Total equity and liabilities
94
536
-
536
11,861
-
11,861
11,861
-
11,861
38,505
-830
37,675
Notes to the reconciliation of financial position (a) In accordance with IFRS 1 app C, the Company has opted for retrospectively applying IFRS 3. As a result, the goodwill recognized under previous GAAP has been allocated to identifiable assets and liabilities not previously recognized. (b) The differences between previous GAAP and IFRS mentioned in note 34 in the notes to the consolidated financial statements result to a difference in the net equity value of the subsidiaries. (c) Most of the subsidiaries of Total Specific Solutions (TSS) B.V. have interest rate swaps and caps. Consistent with IAS 39, the interest rate swaps and caps are classified as cash flow hedges. Under previous GAAP it was possible to classify the interest rate swap and cap as cost hedge. The interest rate swaps and caps under previous GAAP were measured at cost, which was nil. The interest rate swaps and caps under IFRS are measured at fair value. The effective portion of the gain or loss on the hedging instrument shall be recognized in other comprehensive income and the ineffective portion of the gain or loss shall be recognized in profit or loss.
Reconciliation of result for 2010 In thousands of euros
(d) Result from ordinary activities after taxation (e) Result participations
Profit for the year
Previous GAAP
Effect of transition to IFRSs
IFRSs
-531
192
-339
-10,486
17,536
7,050 6,711
-11,017
17,728
(f) Cash flow hedge
-
58
58
(f) Income tax relating to components of other comprehensive income
-
-19
-19
-11,017
17,767
6,750
Total comprehensive income for the year
Notes to the reconciliation of profit (d) IFRS effect of result from ordinary activities after taxation is related to depreciation on goodwill. Under IFRS, it is not possible to amortise goodwill. Reference is made to note a) as stated above. (e) The differences between previous GAAP and IFRS mentioned in note 34 in the notes to the consolidated financial statements result to a difference in the result of the subsidiaries. (f) IFRS effect of movements in other comprehensive income is related to classification of interest rate swaps as cash flow hedges. Reference is made to note c) as stated above.
50
Contingent Liabilities Rent and lease commitments The Company has rent and lease commitments for a total amount of €428,000. ■■ €127,000 is due within one year; ■■ €301,000 is due between two and five years.
Liability claim With regards to article 403, Book 2, Netherlands Civil Code, Total Specific Solutions (TSS) B.V. is liable for her Dutch subsidiaries.
annual report 2011 95
51
Other information Average number of employees During the year 2011 there were four persons employed on the basis of a full time contract of services (2010: five). Utrecht, 7 March 2012 The Managing Board of Directors,
The Supervisory Board,
R. van Poelje L. Koopmans M.R. van Amerongen G. Oosterhof P.P.J.J.M. van Besouw
96
Other information
Provision in the articles of association governing the appropriation of profits The articles of association stipulate that the dividend on preference shares shall be paid first. The Annual General Meeting of Shareholders shall determine how much of the remaining profit will be added to reserves.
Proposed appropriation of result for 2011 The management proposes to the General Meeting of Shareholders to add the result to the Other reserves.
annual report 2011 97
Independent auditor’s report
To: the general meeting of shareholders and management of Total Specific Solutions (TSS) B.V.
Report on the financial statements We have audited the accompanying financial statements 2011 of Total Specific Solutions (TSS) B.V., Blaricum on page 48 to 100. The financial statements include the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated statement of financial position as at 31 December 2011, the consolidated statements of comprehensive income, changes in equity and cash flows for the year then ended, and notes, comprising a summary of the significant accounting policies and other explanatory information. The company financial statements comprise the company balance sheet as at 31 December 2011, the company statements of comprehensive income and changes in equity for the year then ended and the notes, comprising a summary of the accounting policies and other explanatory information.
Management’s responsibility Management is responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. Furthermore management is responsible for such internal control as it determines is necessary to enable the preparation of the financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
98
Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2011 and of its result and its cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code.
Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Total Specific Solutions (TSS) B.V. as at December 31, 2011 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code.
Report on other legal and regulatory requirements Pursuant to the legal requirement under Section 2:393 sub 5 at e and f of the Dutch Civil Code, we have no deficiencies to report as a result of our examination whether the management board report, to the extent we can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required under Section 2:392 sub 1 at b-h has been annexed. Further we report that the management board report, to the extent we can assess, is consistent with the financial statements as required by Section 2:391 sub 4 of the Dutch Civil Code. Amstelveen, 7 March 2012 BDO Audit & Assurance B.V. on behalf of, J.A. de Rooij RA
annual report 2011 99
FULL
Integrated Case Evaluation Support System Efficient information management in the child protection chain Quick and easy access to individual client details
Child Care Protection Board | Everest
100
PICTURE
annual report 2011 101
MAXIMUM Mobility Platform Innovative product for the leasing market and fleet managers Maximum mobility for all employees
Co-maker | Everest
102
FREEDOM annual report 2011 103
Other key figures
31-12-2011
31-12-2010
01-01-2010
Company
Consolidated
Company
Consolidated
Company
Consolidated
41,697
44,732
32,453
34,663
25,814
26,823
-
15,464
-
14,745
-
14,269
Total shareholders’ equity
41,697
60,196
32,453
49,408
25,814
41,092
Total assets
45,916
200,450
37,181
162,430
37,675
170,179
91%
30%
87%
30%
69%
24%
1,031
32,315
273
30,112
333
26,184
In thousands of euros
Solvency Shareholders’ equity Quasi shareholders’ equity
Solvency
Current ratio Current assets Cash
Total Current liabilities Current Ratio
509
30,140
729
25,676
13,068
35,663
1,540
62,455
1,002
55,788
13,401
61,847
725
74,750
4,061
61,837
11,861
70,398
2.1
0.8
0.2
0.9
1.1
0.9
Net debt / EBITDAE Cash Long-term liabilities Quasi shareholders’ equity
-30,140
-25,676
-35,663
50,387
47,575
53,979
-15,464
-14,745
-14,269
12,228
12,865
14,714
Amounts owed to credit institutions Amounts owed to associated companies
-
3,006
11,191
17,011
23,025
29,952
Operating result
10,859
12,627
-557
Depreciation & amortisation
18,125
11,786
20,605
Total
Exceptionals
EBITDAE Net debt / EBITDAE
2,108
639
3,340
31,092
25,052
23,388
0.5
0.9
1.3
Quasi shareholders’ equity concerns a liability in respect of which no interest payments and /or repayments are due in the short term. This liability is also subordinate to the related amounts owed to credit institutions. The ‘E’ in EBITDAE and EBITAE stands for ‘Exceptional’. The exceptional expenses are non-recurring expenses associated with acquisitions and restructurings. Operating companies are only permitted to state these expenses separately in the first year after acquisition. After the first year, it is no longer permitted to state exceptional expenses separately.
104
Co-maker Wolga 5 2491 BK ‘s-Gravenhage +31 (0)70 - 317 80 40 www.comaker.com
Everest Reitscheweg 55 5232 BX ‘s-Hertogenbosch +31 (0)73 - 645 04 60 www.everest.nl
KZA Tolweg 5 3741 LK Baarn +31 (0)35 - 543 10 00 www.kza.nl
PharmaPartners Wilhelminakanaal Zuid 110a 4900 AA Oosterhout +31 (0)88 - 688 88 88 www.pharmapartners.nl
PinkRoccade Healthcare Fauststraat 3 7323 BA Apeldoorn +31 (0)55 - 599 92 00 www.pinkroccade-healthcare.nl
PinkRoccade Local Government Flight Forum 159 5657 DD Eindhoven +31 (0)88 - 661 00 40 www.pinkroccadelocalgovernment.nl
TASS Larixplein 6 5616 VB Eindhoven +31 (0)40 - 250 32 00 www.tass.nl
TASS Belgium Gaston Geenslaan 9 B-3001 Leuven +32 16 24 16 80 www.tass.be
Yonder Nederland Papendorpseweg 75 3528 BJ Utrecht +31 (0)85 - 273 32 18 www.tss-yonder.com
Yonder Roemenië Calea Dorobantilor nr. 18 - 20 en 3 - 5 Cluj Napoca, Roemenië RO 4906881 +40 264 599 351 www.tss-yonder.com
Colophon Published and edited by Total Specific Solutions (TSS) B.V., Utrecht Text and editing Total Identity Design and layout Total Identity Photography and film Corb!no Print Ando
Total Specific Solutions Papendorpseweg 75 3528 BJ Utrecht +31 (0)88 - 660 33 33 www.totalspecificsolutions.nl
TSS is engaged in developing solutions with its clients’ customers in mind, thereby anticipating market demand.