jaarverslag 2007 - total specific solutions
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Jaarverslag 2007 - Total Specific SolutionsTRANSCRIPT
Total Specific Solutions B.V.
Binnenweg 1a
1261 EK Blaricum
The Netherlands
T +31 (0)35 538 84 29
F +31 (0)35 538 43 98
www.totalspecificsolutions.com
Strategic alignment in ICTAnnual Report 2007
Financial Highlights (All amounts in EUR 1,000 unless otherwise stated)
2007
Selected Profit & Loss Data
Net Sales 54,565
EBITAE* 9,439
Result before Taxation 1,289
Result after Taxation 745
Selected Cash Flow Data
Cash Flow from Operating Activities 14,395
Cash Flow from Investing Activities (43,486)
Cash Flow from Financing Activities 26,594
Selected Balance Sheet Data
Total Assets 45,756
Group Equity 8,511
Tangible Fixed Assets 728
Intangible Fixed Assets 32,855
Various
Number of employees (fte) ultimo 556
Notes
* The ‘E’ in EBITDAE stands for “Exceptional”. These exceptional costs represent non-recurring expenses related to acquisitions or restructu-
rings. Group companies may book such costs as exceptional only in the first year. After the first year no exceptional expenses are allowed
and included.
As a group, you have a broader reach than an individual.
Working together to set the right course. Setting and achieving goals.
Offering solutions with added value. Formulating the right answers to specific
questions and really delivering on the promises you make.
Working together … doing business together!
5
Annual Report 2007 Total Specific Solutions
5
ContentsTotal Specific Solutions
Company Overview 4
Specific Solutions 8
Directors’ Report 12
Financial Statements
Consolidation Policies 16
Consolidated Balance Sheet 20
Consolidated Profit and Loss Account 22
Consolidated Cash Flow Statement 23
Notes to the Consolidated Balance Sheet 24
Notes to the Consolidated Profit and Loss Account 26
Company Balance Sheet 27 Company Profit and Loss Account 28 Notes to the Company Balance Sheet 29 Notes to the Company Profit and Loss Account 30
Auditor’s Report 31
Other Information 32
Other
Introduction to the Reconciliated Profit and Loss Accounts 33
Consolidated Balance Sheet – Calendar Year 34
Consolidated Profit and Loss Account – Calendar Year 36
Reconciliated Profit and Loss Accounts 37
Notes to the Reconciliated Profit and Loss Accounts 38
Group Companies
Annual Report 2007 Total Specific Solutions
Annual Report 2007Total Specific Solutions
4
Client Focus
Following the mechanisation of information in the
1960s and 1970s, the digitalisation of the 1980s
and the breakthrough of the information society in
the 1990s, the ICT market has changed from a sup ply-
driven one to being demand driven. Companies can
nowadays only benefit from ICT by investing in so-
lutions which contribute directly to the achieve-
ment of their business objectives. These solutions
need to be perfectly attuned to the company’s needs
and to the continuously, ever faster-changing mar-
kets and -conditions. Companies look for those
specific solutions and expertise which are best-in-
class and which add value to their organisation.
CompanyOverview
Total Specific Solutions is the ICT company
focussing on the delivery of specific ICT
solutions. The company operates in the areas
of ICT consultancy, services and software,
serving its international customer base from
offices in the Netherlands, Belgium and
Romania. Currently, Total Specific Solutions
and its subsidiaries have more
than 600 employees.
Tota
l Spe
cific
Sol
utio
ns
Annual Report 2007 Total Specific Solutions
5
Total Specific Solutions offers these solutions and
the underlying expertise to large and medium
sized companies and to several government de-
partments. Total Specific Solutions serves many of
the well-known companies which have an impact
on our daily lives.
Our Top 10 customers are:
ASML
Dutch Tax Authorities (“Belastingdienst”)
ING Group
NXP Semiconductors Group
Philips
PON
Rabobank Group
Terberg Leasing
Thomson Corporation
UWV
RabobankThe Rabobank Group is a full-range financial ser-
vices provider founded on cooperative principles.
Rabobank designed a new application for the
fixation of signatures and proxies. Our quality
assurance specialist KZA, was asked to work
with future users and come up with recommen-
dations to improve the functional use and user
friendliness of the new application before it was
rolled out to these end users. By being the lin-
king pin between the future users and software
designers within the framework of the Rabobank
organisation, KZA assured not only a smooth im-
plementation but also lower maintenance fees
on an ongoing basis.
Total Specific Solutions serves many
of the well-known companies which
have an impact on our daily lives.
Annual Report 2007Total Specific Solutions
6
The Right Solutions
The Company’s success is based on its ability to
deliver the right solutions and skills to its clients.
Total Specific Solutions understands what drives
companies and how to support them in achieving
their goals. Its in-depth knowledge of specific
markets and the related areas of expertise put the
company ahead of the competition.
Proven
Total Specific Solutions is considered by clients
and industry experts alike to be a leader in its spe-
46 %
18 %
36 %Software
Revenue by Solution
Consulting
Services
88 %
12 %
Staff
Professionals to Staff ratio
Professionals
83 %
17 %
Female
Male/Female FTE as at31 December 2007
Male
Revenue by Market
3 %
28 %4 %
Industry49 %
16 %Technology & Telecom
Public
Consumer
Finance
Handshake Solutions
Handshake Solutions, a line of business within the
Philips Technology Incubator, offers a rigorous
design methodology and associated toolset for
clockless, self-timed Integrated Circuits. This
technology enables ultra low-power and low
electromagnetic emission electronic applications,
and has been used in more than 25 successful
products, representing hundreds of millions of
ICs. The TiDE toolset is an add-on to existing EDA
flows and offers designers a smooth design-in
of asynchronous circuits. Handshake Solutions
has recently started a new product development
trajectory and TASS Software Professionals deli-
vered two Software Architects to strengthen
their Research & Development team. TASS Soft-
ware Professionals has been selected because
of their unique combination of knowledge in the
field of embedded software development and
high quality software design, and the quality and
flexibility of the TASS Account Team, in short:
‘high quality software services’.
The company achieved this position
by focussing on its key competencies,
its market position and the
leveraging of its expertise.
Annual Report 2007 Total Specific Solutions
7
cific market segments and areas of expertise. The
company achieved this position by focussing on its
key competencies, its market position and the le-
veraging of its expertise. By being a consistent
trendsetter over a long period of time, Total Speci-
fic Solutions has continuously improved its pro-
ducts and services to be able to maintain its lea-
ding role. Several solutions have been a part of the
company’s offerings for several decades. Total Spe-
cific Solutions is committed to deliver these value-
adding solutions also into the coming decades.
Total Specific Solutions is convinced that its client
focus and its right and proven solutions are the
ideal mix to meet its clients’ ICT needs.
GMTSoftware company GMT provides several soft-
ware products for different industries. Currently
one of its software products for the waste mana-
gement industry needs to be migrated to a 3-tier
Service Oriented solution. Our software soluti-
ons provider Nethrom, is currently delivering the
required solution and skills for this migration due
to its lengthy experience with respect to migrati-
ons and their knowledge of Progress and .Net.
Annual Report 2007Total Specific Solutions
8
Consulting Solutions
Quality Assurance
From a practical standpoint, one of the most im-
portant lessons to be learned from the past is that,
although ICT can provide a business with essential
competitive advantages, the risks this creates have
also become more important than ever. Today, an
ICT disruption can paralyse a company’s ability to
manufacture its products, deliver its services and
connect with its customers – not to mention tarni-
shing its reputation. Our Quality Assurance team
optimises the effectiveness and efficiency of pro-
ducts, processes and organisations, so that cost
levels are brought down, ICT implementation
schedules are shortened and client expectations
are met. Our ultimate goal is to fully align our
clients’ ICT capabilities with the objectives and re-
quirements of their businesses.
Service Solutions
Testing
Our company has a longstanding track record
with respect to software and systems testing. This
has helped us to refine our approach and to over-
come the many pitfalls. Too often responsibilities
SpecificSolutions
We are committed to deliver our in-depth
knowledge and market expertise
to our clients. Currently we offer a
range of specific solutions.
Annual Report 2007 Total Specific Solutions
9
are not clearly defined within the Test Value Chain
and consequently too much testing is carried out,
leading to high costs, unnecessary delays and
budget overruns. We prefer to test with a vision.
We are able to assure the quality required in our
client’s ICT solutions, and we do this by clearly
defining both the steps necessary within the Test
Value Chain and the underlying responsibilities
and requirements, and by establishing the appro-
priate level of coordination between the supplier,
ourselves and the ultimate client.
Top Talent
An increasingly tight labour market, due to demo-
graphic and skill trends, is causing severe difficul-
ties to many companies. Where and how do you
find the talent you need? In addition, we are all
currently on the brink of a major change in the
way the relationships between employer and em-
ployee are structured. Traditional arrangements
will be turned on their heads. Employees are now
looking for inspirational jobs, they want to be gui-
ded and coached on the job, and they want to in-
crease their employability. Really talented people
are harder to find than ever before and they are
very demanding – but they still lack the capabili-
ties and skills needed and therefore require trai-
ning and coaching. Our Top Talent unit provides
PONPON owns several companies within the auto-
motive industry. Until recently, most of the
PON group companies used various software
packages for their lease business. Co-maker,
our software supplier for leasing, finance and
rental, is currently implementing its software
solution LeaseOffice at various PON subsidia-
ries. LeaseOffice is the ERP solution for the
fleetmanagement, automotive leasing, finance
and short term rental industry. The extensive
implementation and migration process will be
finalised during the first half of 2009. Eventually
the solution will be centrally hosted at PON’s
main ICT location.
Consulting, Services, Software:
Specific ICT Solutions.
Annual Report 2007Total Specific Solutions
10
the solutions required for clients facing these
challenges, both for general business positions as
well as for specific ICT assignments.
Embedded Software
Our Embedded Software unit has been a pioneer
in the market for embedded software since the
1970s and has been involved in the fast and effi-
cient development of innovative products ever
since. Each day, newly developed and highly tech-
nological products are launched onto the market
and their software is an important and growing
component. Our skilled people have a deep un-
derstanding of embedded software and applicati-
on software at varying levels. We have achieved
this technological edge due to our early involve-
ment in many breakthrough projects. We therefo-
re offer specialised services and solutions in tech-
nical and embedded software. This expertise is
available for our customers as a total solutions
package, on a project or consultancy basis.
Software Development
In many industries companies are being forced
to adapt and modify their ICT systems and rela-
ted software. They are being required to connect
with their customers, their suppliers and their
own human resources in a much better and more
flexible way and with a shorter time-to-market as
the conditions rapidly change. Many software
applications are outdated and not up to standard.
The costs of the enhancements needed are high
and they are time-sensitive. Our nearshore faci-
lity in Eastern Europe has the competencies re-
quired to be able to carry out the necessary soft-
ware upgrades, renovations and/or migrations at
attractive prices and within the required timeli-
nes. We have been providing solutions with res-
pect to software analysis, design, development,
engineering, testing and maintenance since the
early 1990s.
Our ultimate goal is to fully align our
clients’ ICT capabilities with the objectives
and requirements of their businesses.
Annual Report 2007 Total Specific Solutions
11
Software Solutions
Procurement
Our procurement unit is the leading provider of in-
tegrated solutions for spend management. We pro-
vide a software solution covering all of our clients’
requirements for procurement processes: from
sourcing the product to getting it paid for. The solu-
tion makes all the processes transparent, gives full
insight into cost categories and provides our clients
with the execution tools they need. The soft ware is
delivered by means of a SaaS (Software as a Service)
which enables customers to minimise investments
in software and hardware and to reduce maintenan-
ce and management costs, while still having full ac-
cess at all times to the latest version of the solution.
Lease
We are the leading provider of package software
solutions for organisations operating in the areas
of fleet management, automotive leasing, finance
and short term rental. Our ERP product Lease-
Office is considered to be leading and is a modern
and proven solution for national and international
businesses operating in a competitive market. It
supports the entire lifecycle of a contract, from
initiating a contact with a prospect to the settle-
ment of a contract.
Friesland BankThis Dutch Bank was looking for a procurement
system which could provide its entire organisa-
tion with access to purchase contracts and
which could deliver supporting tools to monitor
its contractual obligations and notice periods.
Friesland Bank also wanted to set up a bank-
wide vendor management system for Internal
Audit and Governance purposes as well. ESIZE,
our procurement software solution provider, has
successfully implemented its procurement sys-
tems to fulfil these requirements. By connecting
the order-to-pay cycle in an enhanced manner in
the second phase of the project, Friesland Bank
has been guaranteed maximum results in both
direct and indirect cost savings.
Annual Report 2007Total Specific Solutions
12
Markets & Clients
Our markets developed relatively favourably
during 2007. According to the survey “ICT Markt-
monitor 2007”(1), the Dutch IT sector as a whole
grew by 7.6% in 2007, more than double the
growth of the Dutch economy. The software seg-
ment has shown an even more robust growth,
recording an increase of 9.5%. Demand was also
strong in our international markets.
Our clients are nearly all Top 200 companies. Our
Top 10 clients are all leading brands in their mar-
kets and they generate 56% of our revenue.
Directors’ Report
It is with pride that we present this report to
the shareholders and other stakeholders for
the first time in this current form. In 2006
Total Specific Solutions laid the foundations for
its current business model and this is already
proving to be beneficial to our clients, employees,
shareholders and other stakeholders.
46 %
18 %
36 %Software
Revenue by Solution
Consulting
Services
88 %
12 %
Staff
Professionals to Staff ratio
Professionals
83 %
17 %
Female
Male/Female FTE as at31 December 2007
Male
Revenue by Market
3 %
28 %4 %
Industry49 %
16 %Technology & Telecom
Public
Consumer
Finance
(1) The ICT Marktmonitor 2007 survey is created and published by ICT-Office.
Annual Report 2007 Total Specific Solutions
13
49% of our revenue is earned in the Technology &
Telecom market. We serve large, well established
companies in this sector. The sectors Finance and
Public together represent another 44% of revenue.
All these sectors are information intensive indus-
tries and provide excellent opportunities for our
services and products. The remaining 7% of
turnover is generated in the industry and in the
consumer goods markets.
Human Resources
Close to 600 people were employed by Total Spe-
cific Solutions in the year 2007, with just under
20% being female – a percentage we hope to in-
crease further in the coming years.
Our well trained and skilled workforce is highly
committed to its professional approach to the
challenging developments in the markets we
serve and is proud of the expertise we deliver.
Our commitment to offering best-in-class soluti-
ons generates high levels of motivation (reflected
in an exceptionally low sickness rate of only 2.6%)
and it provides a solid base for funding new re-
cruits.
During 2007 several salary and benefit compo-
nents have been restructured and harmonised in-
ternally to bring them into line with current labour
market conditions.
We intend to continue to grow our labour force
46 %
18 %
36 %Software
Revenue by Solution
Consulting
Services
88 %
12 %
Staff
Professionals to Staff ratio
Professionals
83 %
17 %
Female
Male/Female FTE as at31 December 2007
Male
Revenue by Market
3 %
28 %4 %
Industry49 %
16 %Technology & Telecom
Public
Consumer
Finance
46 %
18 %
36 %Software
Revenue by Solution
Consulting
Services
88 %
12 %
Staff
Professionals to Staff ratio
Professionals
83 %
17 %
Female
Male/Female FTE as at31 December 2007
Male
Revenue by Market
3 %
28 %4 %
Industry49 %
16 %Technology & Telecom
Public
Consumer
Finance
Our clients are nearly all Top 200
companies and our Top 10 clients
are all leading brands in their markets.
Annual Report 2007Total Specific Solutions
14
and have therefore significantly strengthened our
corporate recruitment activities during the year.
We expect to reap further benefits from this in
2008 and beyond.
Internal Controls & Risk Management
We define the risk profile of our company in terms
of market, financial and operational risks.
Our strategy aligns the long experience we have
in the ICT industry and our solid track record with
current market conditions. The development of
the strategy is an ongoing process which critically
assesses our opportunities and threats within the
context of our strengths and weaknesses. Our
strategic goals are translated into a system of
long-term business planning, detailed monthly
reporting and quarterly reviews.
Our administrative organisation and internal con-
trol have been further upgraded and new accoun-
ting and reporting rules have been implemented
within the company. This process will be fully
completed in the coming few months. Recently
acquired companies will make the changes neces-
sary to comply with our strict policies.
SchuitemaSchuitema, the company behind the C-1000 re-
tail shopping chain, has developed tailor made
billing systems which are being used by their
franchise companies. It is of great importance to
Schuitema to guarantee a constant high quality
of these systems. Schuitema has therefore de-
veloped a testing centre where new hard- and
software is intensively tested before used in
operations. Test Value, our testing solutions pro-
vider, has started in 2007 with support in this
test centre at Schuitema.
Annual Report 2007 Total Specific Solutions
15
Our operational risks are addressed by means of
strong project management and detailed repor-
ting systems. Risks are identified and assessed
clearly and transparently at an early stage in the
work evaluation process, then monitored and ma-
naged by means of a comprehensive system of
review.
Financial Results
Due to our strong customer focus, operational
efficiencies and rigorous cost management, we
have been able to generate a strong EBITAE of
€9.4m on a annualised basis for 2007 (we refer
to the Reconciliated Profit and Loss Account). Li-
kewise, our operating cash flow was strong. Our
Net Profit was impacted by acquisition-related
costs such as non-recurring transaction costs (le-
gal, due diligence, advisory etc.) and amortisati-
on of Goodwill. All the companies we have ac-
quired fit well into our strategy, are market lea-
ders in their areas of expertise, and demonstrate
strong and sustainable EBITA performance.
We focus on delivering added value for our
customers by offering best-in-class solutions.
We believe that customers are prepared to al-
locate budget to such projects on the premise
that value prevails over price. This is reflected
in our EBITAE margin of 17.3% on an annua-
lised basis.
Our capital ratio (at nearly 20%), our net debt to
EBITDAE ratio (at only 2.1), our excellent finan-
cial arrangements with banks and the support of
our strong equity partners all provide us with the
sustainability we need and allow ample opportu-
nity for future growth. Our business model has
been sufficiently tested in the past and our stra-
tegy is well accepted by our markets. We are
therefore convinced of our way forward.
Outlook
We acquired a number of solution providers in
2007. These companies are ready for a more out-
ward focus, and this should accelerate growth in
2008. We therefore expect that, with current full
year revenues in excess of €54 million, the orga-
nisation will grow organically and revenue will
exceed €60 million in 2008. In addition, we ex-
pect to acquire more solution providers in 2008,
as a result of which overall full year revenue is
likely to exceed €80 million.
Our strategy aligns the long
experience we have in the ICT
industry and our solid track record with
current market conditions.
Annual Raport 2007Total Specific Solutions
16
Accounting Policies – general
General
The general policy for the valuation of assets and
liabilities and the determination of results, is the
historical purchase price or manufacturing cost.
Unless otherwise stated, assets and liabilities are
stated at the values at which they were acquired
or incurred.
Company activities
The Company can be classified as an ICT company.
Its subsidiaries advise on information systems
and supply management advice and training in
this field.
Policies of consolidation
The consolidated accounts include the assets, lia-
bilities and results of Total Specific Solutions B.V.
and its group companies in which it holds majo-
rity interest. The financial statements of the parent
and its subsidiaries are combined on a line by line
basis by adding together like items of assets, lia-
bilities, equity, income and expenses. The minori-
ty interest in the consolidated equity has been
shown separately. Unrealised inter-company re-
sults included in inventories at balance sheet date,
resulting from inter-company transactions and
Consolidation Policies
Fina
ncia
l Sta
tem
ents
Annual Report 2007 Total Specific Solutions
17
inter-company balances, have been eliminated.
Retained profits of group companies which can-
not be distributed without restriction, have been
added to the legal reserve.
The consolidated accounts include the financial
statements of:
· Total Specific Solutions B.V.;
· Information Value Group B.V. (78.05%);
· Kwaliteitszorg in de Automatisering
(KZA) B.V. (78.05%);
· Test Value B.V. (78.05%);
· TopTalentConsultancy B.V. (95.01%);
· TSS TH Forward B.V. (70%);
· Rorema Beheer B.V. (70%);
· Co-maker B.V. (70%);
· TASS Holding B.V. (88.67%);
· TASS B.V. (88.67%);
· TASS Belgium N.V. (88.67%);
· TSS TH Nearshore (70%);
· Comprove B.V. (70%);
· Nethrom Prodimpex SRL (70%).
Accounting Policies – assets and liabilities
Intangible fixed assets
Intangible fixed assets are stated at purchase price
or manufacturing costs. Depreciation is calculated
on a straight-line basis over the estimated pay-
back period. Purchased goodwill, on acquisition
stated at net-equity value, is included in the
balance sheet and amortised over a maximum pe-
riod of five years.
Tangible fixed assets
Tangible fixed assets are stated at acquisition cost
less depreciation calculated on a straight-line
basis over the estimated useful life. Acquisitions
during the year are depreciated from the date of
acquisition.
Financial fixed assets
Subsidiaries and other participating interests
in which significant influence may be exerted
are stated at net asset value, using the equity
method. The net asset value is calculated on
the basis of the accounting policies included in
these financial statements. If the net asset value
is negative, a provision is formed. Retained
profits of group companies which cannot be
Annual Raport 2007Total Specific Solutions
18
distributed without restriction, have been added
to the legal reserve. The other financial fixed as-
sets are stated at face value after deduction of a
provision for bad and doubtful debts where ap-
propriate.
Receivables
Accounts receivable are shown after deduction of
a provision for bad and doubtful debts where ap-
propriate. The accounts receivable are due within
one year.
Cash and banks
Cash and bank balances are freely disposable, un-
less stated otherwise.
Minority interest
The minority interest in the consolidated equity is
stated at the third parties’ share in the underlying
equity of the companies concerned.
Provisions
Provisions included under this heading are for lia-
bilities and risks arising in the ordinary course of
business. They are accounted for at estimated
amounts due, except for the provision for jubilee
which is stated at present discounted value of fu-
ture liabilities.
Long-term liabilities
Long-term liabilities represent liabilities payable af-
ter one year. The short-term portion (due within one
year) has been included in short-term liabilities.
Current liabilities
Current liabilities are stated at the values at which
they incurred and are payable within one year.
Pensions
The Company operates a pension plan for its staff
that qualifies as a defined contribution plan. The
Company’s sole obligation is payment of an an-
nual contribution to the insurance company. The
Company does not form a provision for any future
increases in the contributions.
Accounting Policies – profit and loss account
General result
Profit is determined as the difference between net
sales and all expenses relating to the reporting
period. Costs are determined in accordance with
the accounting policies applied to the balance
sheet items. Profit is realised in the year in which
the sales are recognized. Losses are taken upon
Annual Report 2007 Total Specific Solutions
19
recognition. Other income and expenses are allo-
cated to the periods to which they relate.
Net sales
Net sales constitute the proceeds of sales of servi-
ces to third parties less discounts.
Depreciation and amortisation
Depreciation on fixed assets is calculated at fixed
percentages of cost, based on the estimated use-
ful life of the assets. The percentages are:
Goodwill 20%
Intellectual property rights 20%
Inventory 33.33%
Automation equipment 33.33%
Financial income and expenses
Financial income and expenses relate to interest
received or due from and paid or due to third par-
ties and group companies.
Tax
Taxation on profits is calculated on the reported
pre-tax profit or loss, taking into account any los-
ses carried forward from previous financial years,
tax-exempt items and non-deductible expenses
applying current tax rates.
Income from participations in group and associa-
ted companies
The income form participations in group and as-
sociated companies concern the interest of the
company in the result of participations, stated at
net asset value.
Minority interests
Minority interests in results represents the pro
rata share of outside shareholders in the results
of group companies.
Accounting Policies – cash flow statement
The cash flow statement has been prepared using
the indirect method. The funds in the cash flow con-
sists of, cash at bank and in hand current account
debt at the bank. Cash flows denominated in foreign
currencies have been translated at an estimated
average rate. Exchange differences income and ex-
penditure owing to interest and tax on profits have
been included under the cash flow from operating
activities.
20
Annual Raport 2007Total Specific Solutions
Consolidated Balance Sheetas at 31 December 2007
(after appropriation of result)
31 December 2007 (x EUR 1,000)
Assets
Development expenses 469
Intellectual property rights 2,900
Goodwill 29,486
Total Intangible Fixed Assets 32,855
Other fixed assets 621
Prepayments tangible fixed assets 107
Total Tangible Fixed Assets 728
Subsidiary 96
Receivable from associated companies 146
Total Financial Fixed Assets 242
Trade debtors 9,296
Receivables from group companies 163
Tax and social security contributions 694
Other current assets 1,755
Cash at bank and in hand 23
Total Current Assets 11,931
Total Assets 45,756
21
Annual Report 2007 Total Specific Solutions
31 December 2007 (x EUR 1,000)
Equity and Liabilities
Shareholders’ equity 7,050
Minority interests 1,461
Total Group Equity 8,511
Other provisions 103
Provisions 103
Amounts due to credit institutions 14,269
Total Long-term Liabilities 14,269
Amounts due to credit institutions 6,440
Trade creditors 2,619
Amounts due to associated companies 406
Tax and social security contributions 2,543
Other liabilities and accrued expenses 10,865
Total Current Liabilities 22,873
Total Equity and Liabilities 45,756
22
Annual Raport 2007Total Specific Solutions
2007 (x EUR 1,000)
Net Sales 45,709
Cost of sales 3,091
Movements in stock and work in progress (43 )
3,048
Gross Margin 42,661
Wages and salaries 22,852
Social security contributions 2,900
Pension contributions 1,391
Depreciation 9,660
Other operating expenses 11,003
47,806
Operating Result (5,145 )
Interest income 48
Interest expenses (1,731 )
(1,683 )
Result before Taxation (6,828 )
Taxes on income 543
Result after Taxation (6,285 )
Income from participations in group and associated companies (138 )
Result from Ordinary Activities after Taxation (6,423 )
Minority interests 1,148
Net Result (5,275 )
Consolidated Profit and Loss Accountfor the year ended 31 December 2007
23
Annual Report 2007 Total Specific Solutions
Consolidated Cash Flow Statementfor the year ended 31 December 2007
2007 (x EUR 1,000)
Cash Flow from Operating Activities
Operating result (5,145 )
Adjustments for:
Depreciation and amortisation 9,660
Movements in provisions 103
Movements in minority interest 1,461
11,224
Movement in working capital:
Receivables (11,908 )
Current liabilities (banks excluded) 20,355
8,447
Financial income and expenses (1,683 )
Tax 543
Participations in group and associated companies (138 )
Minority interests 1,147
(131 )
Total Cash Flow from Operating Activities 14,395
Cash Flow from Investing Activities
Investments in intangible fixed assets (42,101 )
Investments property, plant and equipment (1,163 )
Increase financial fixed assets (242 )
Disposals of intangible fixed assets (63 )
Disposals of tangible fixed assets 83
Total Cash Flow from Investing Activities (43,486 )
Cash Flow from Financing Activities
Movements in shareholders’ equity 5,000
Movements in share premium 7,325
Increase in long-term liabilities 14,269
Total Cash Flow from Financing Activities 26,594
Movements in Cash (2,497 )
The movements of funds is as follows:
Balance as at 1 January 0
Movement for the year (2,497 )
Balance as at 31 December (2,497 )
24
Annual Raport 2007Total Specific Solutions
Notes to the Consolidated Balance Sheet as at 31 December 2007
(All amounts in EUR 1,000 unless otherwise stated)
Assets 31/12/2007
1. Financial Fixed Assets
Subsidiary
ESIZE Holding B.V. 96
2. Current Assets
Tax and social security contributions
This represents a deferred corporation tax asset and has been calculated at the rate of 15%.
Equity and Liabilities
3. Group Equity
Shareholders’ equity is further detailed in the notes to the company balance sheet.
4. Provisions
Other provisions
Other provisions 103
Concerns a provision for jubilee. This provision can be classified as long-term.
5. Long-term Liabilities
Amounts due to credit institutions
Loans contracted 14,269
The Company’s subsidiaries have been granted rollover loan facilities at the ABN AMRO Bank N.V. amoun-
ting to €26,288,000 on which quarterly payments of €1,386,250 are made.
In addition to the rollover loan facilities, the Company’s subsidiaries have been granted overdraft facilities
by ABN AMRO Bank N.V. amounting to €4,537,500.
25
Annual Report 2007 Total Specific Solutions
Pledges have been supplied on the following assets as security:
· shares in the capital of the companies;
· rights under the Sale and Purchase Agreements;
· stocks;
· trade receivables;
· inventories.
Finally, one of the Company’s subsidiaries has a rollover loan facility in the amount
of €2,000,000 which is subordinated to the loan from ABN AMRO Bank N.V.
6. Contingent Liabilities
Rental- and lease commitments
The company has rental and lease commitments totalling approximately €4,800,000.
Tax group
TSS TH Forward B.V. and its subsidiaries Rorema Beheer B.V. and Co-maker B.V. form a tax group for cor-
poration tax and value added tax purposes, under which TSS TH Forward B.V. and its subsidiaries are
jointly and severally liable for the corporation tax and value added tax liabilities of the tax group.
Information Value Group B.V. and its subsidiaries Kwaliteitszorg in de Automatisering (KZA) B.V. and Test
Value B.V. form a tax group for corporate income tax and value added tax purposes, under which Informa-
tion Value Group B.V. and its subsidiaries are jointly and severally liable for the corporate income tax and
value added tax liabilities of the fiscal unity.
TASS Holding B.V. and its subsidiary TASS B.V. form a tax group for corporation tax purposes, under which
TASS Holding B.V. and its subsidiary are jointly and severally liable for the corporation tax liabilities of the
fiscal unity.
TSS TH Nearshore B.V. and its subsidiary Comprove B.V. form a tax group for corporation tax purposes,
under which TSS TH Nearshore B.V. and its subsidiary are jointly and severally liable for the corporation tax
liabilities of the fiscal unity.
Bank guarantees
The Company’s bank has granted bank guarantees totalling €251,600.
Capital commitments
The capital commitments amount to €231,000.
26
Annual Raport 2007Total Specific Solutions
2007
1. Revenues and Gross Margin
Net sales 45,709
Cost of sales (3,091 )
Movements in stock and work in progress 43
42,661
2. Financial Income and Expenses
Interest income
Interest on loans receivable 31
Miscellaneous 17
48
Interest expenses
Interest on loans payable 1,313
Miscellaneous 418
1,731
3. Taxes on Income
Corporation tax charge 151
Deferred tax benefit (694 )
(543 )
4. Income from Participations in Group and Associated Companies
ESIZE Holding B.V. (138 )
5. Other Information
Number of employees
On 31 December 2007, 535 staff were employed on a full-time basis.
Notes to the Consolidated Profit and Loss Account
for the year ended 31 December 2007(All amounts in EUR 1,000 unless otherwise stated)
27
Annual Report 2007 Total Specific Solutions
Company Balance Sheetas at 31 December 2007
31 December 2007 (x EUR 1,000)
Assets
Intangible fixed assets 1,385
Tangible fixed assets 4
Financial fixed assets 5,401
Total Fixed Assets 6,790
Receivables 303
Receivables from group companies 611
Other current assets 881
Cash at bank and in hand 68
Total Current Assets 1,863
Total Assets 8,653
Equity and Liabilities
Share capital 5.000
Share premium 7,325
Other reserves (5,275 )
Total Equity 7,050
Trade creditors 88
Amounts due to group companies and
jointly and severally related parties 592
Tax and social security contributions 31
Other liabilities and accrued expenses 892
Total Current Liabilities 1,603
Total Equity and Liabilities 8,653
28
Annual Raport 2007Total Specific Solutions
2007 (x EUR 1,000)
Income from participations in group and associated companies (4,694 )
Result from Ordinary Activities after Taxation (581)
Net Result (5,275 )
Company Profit and Loss Accountfor the year ended 31 December 2007
29
Annual Report 2007 Total Specific Solutions
Equity and Liabilities
1. Shareholders’ Equity
Issued Share Other
share capital premium reserves Total
Appropriated profit this financial year
Result for the year 0 0 (5,275 ) (5,275 )
Issue of common shares 5,000 0 0 5,000
Other movements 0 7,325 0 7,325
Balance as at 31 December 2007 5,000 7,325 (5,275 ) 7,050
Share capital
The authorised share capital of Total Specific Solutions B.V. amounts to €20,000,000, comprising 15,000,000
A shares and 5,000,000 B shares, with a nominal value of €1 each. Issued are 4,333,000 A shares and
667,000 B shares.
2. Contingent Liabilities
Liabilities according to Art. 403 BW2
Total Specific Solutions B.V. is liable for its subsidiaries, except for ESIZE Holding B.V. and ESIZE
Netherlands B.V.
3. List of Interests held
Notes to the Company Balance Sheet as at 31 December 2007(All amounts in EUR 1,000 unless otherwise stated)
· TopTalentConsultancy B.V., Blaricum, 95.01%;
· TASS Holding B.V., Blaricum, 88.67%;
· TASS B.V., Blaricum, 88.67% (indirect);
· TASS Belgium N.V., Leuven Belgium,
88.67% (indirect);
· Information Value Group B.V., Blaricum, 78.05%;
· Kwaliteitszorg in de Automatisering (KZA) B.V.,
Baarn, 78.05% (indirect);
· Test Value B.V., Baarn, 78.05% (indirect);
· TSS TH Forward B.V., Blaricum, 70%;
· Rorema Beheer B.V., The Hague, 70% (indirect);
· Co-maker B.V., The Hague, 70% (indirect);
· TSS TH Nearshore B.V., Blaricum, 70%;
· Comprove B.V., Wijk bij Duurstede, 70%
(indirect);
· Nethrom Prodimpex SRL,
Cluj Napoca Romania, 70% (indirect);
· ESIZE Holding B.V., Weesp, 50.03%;
· ESIZE Netherlands B.V., Weesp,
50.03% (indirect).
30
Annual Raport 2007Total Specific Solutions
Notes to the Company Profit and Loss Account
for the year ended 31 December 2007
1. Art. 402 BW 2
The consolidated financial statements include the financials of Total Specific Solutions B.V. Therefore, in
accordance with section 402 of Book 2 of the Netherlands Civil Code, the company profit and loss account
of Total Specific Solutions B.V. comprises the items shared in the profit/loss of participating interests after
taxation and other profit/loss after taxation.
2. Other Information
Average number of employees
During 2007 one employee was employed on the basis of a full time contract of services.
Blaricum, 13 February 2008
Total Specific Solutions B.V.
The Board of Directors,
Tjitske Beheer B.V.
Tjitske Strikwerda
31
Annual Report 2007 Total Specific Solutions
Report on the financial statements
We have audited the accompanying financial
statements 2007 of Total Specific Solutions, Blari-
cum, on the pages 16 to 30, which comprise the
balance sheet as at 31 December 2007, the profit
and loss account for the year then ended and the
notes.
Management’s responsibility
Management is responsible for the preparation
and fair presentation of the financial statements
and for the preparation of the management board
report, both in accordance with Part 9 of Book 2 of
the Netherlands Civil Code. This responsibility in-
cludes: designing, implementing and maintaining
internal control relevant to the preparation and fair
presentation of the financial statements that are
free from material misstatement, whether due to
fraud or error; selecting and applying appropriate
accounting policies; and making accounting esti-
mates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on the
financial statements based on our audit. We con-
ducted our audit in accordance with Dutch law. This
law requires that we comply with ethical require-
ments and plan and perform the audit to obtain
reasonable assurance whether the financial state-
ments 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 selec-
ted depend on the auditor’s judgment, including
the assessment of the risks of material misstate-
ment 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 circum-
stances, but not for the purpose of expressing an
opinion on the effectiveness of the entity’s internal
control. An audit also includes evaluating the ap-
propriateness 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 ob-
tained is sufficient and appropriate to provide a
basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true
and fair view of the financial position of Total
Specific Solutions as at 31 December 2007, and of
its result for the year ended 31 December 2007 in
accordance with Part 9 of Book 2 of the Nether-
lands Civil Code.
Report on other legal and regulatory requirements
Pursuant to the legal requirement under 2:393 sub
5 part e of the Netherlands Civil Code, we report,
to the extent of our competence, that the manage-
ment board report is consistent with the financial
statements as required by 2:391 sub 4 of the Ne-
therlands Civil Code.
Dordrecht, 13 February 2008
BDO CampsObers Audit & Assurance B.V.
On behalf of,
A.D. den Braber RA
Auditor’s Report
32
Annual Raport 2007Total Specific Solutions
Provisions in the Articles of Association governing the appropriation of profits
In accordance with Article 16 of the Company’s Articles of Association, the result for the year is at the free
disposition of the Annual General Meeting of Shareholders. Profits may only be distributed to the extent
that they are not restricted by legal reserves and accumulated losses.
Appropriation of result
Management proposes to the General Meeting of Shareholders that the result for the year be charged to
the Other Reserves.
The financial statements have been prepared on the assumption that this result appropriation will be adop-
ted by the Annual General Meeting of Shareholders.
Other Information
33
Annual Report 2007 Total Specific Solutions
Introduction to the Reconciliated Profit and Loss Accounts
General
Pursuant to Part 9 of Book 2 of the Netherlands Civil Code the results of the companies acquired during
2007 have been included in the Consolidated Profit and Loss Account on page 22, as from the month in
which actual control was obtained. Nevertheless, the results of those companies accrue to Total Specific
Solutions B.V. for the entire period from 1 January to 31 December 2007. A company which was i.e. ac-
quired in November of 2007 will only report November and December 2007 revenues in the Consolidated
Profit and Loss Account on page 22. The results for the period January – October 2007 are reported in the
Other Reserves of the afore-mentioned company.
One company, which was more than 50% owned during 2005 and 2006, has not been consolidated due to
specific agreements with local management.
As the Consolidated Profit and Loss Account included in this report therefore does not include the full year
results for all companies, a Consolidated Profit and Loss Account for the calendar year has been included
separately for information purposes. This Consolidated Profit and Loss Account – Calendar Year, presented
on page 36, includes the revenues for the period of January – December 2007 for all companies.
To present a complete overview, the Consolidated Balance Sheet – Calendar Year has been added.
Oth
er
34
Annual Report 2007Total Specific Solutions
Consolidated Balance SheetCalendar Year(after appropriation of result)
as at 31 December 2007 (x EUR 1,000)
Assets
Development expenses 469
Intellectual property rights 2,900
Goodwill 29,486
Total Intangible Fixed Assets 32,855
Other fixed assets 621
Prepayments tangible fixed assets 107
Total Tangible Fixed Assets 728
Subsidiary 96
Receivable from associated companies 146
Total Financial Fixed Assets 242
Trade debtors 9,296
Receivables from group companies 163
Tax and social security contributions 694
Other current assets 1,755
Cash at bank and in hand 23
Total Current Assets 11,931
Total Assets 45,756
35
Annual Report 2007 Total Specific Solutions
31 December 2007 (x EUR 1,000)
Equity and Liabilities
Shareholders’ equity 7,050
Minority interests 1,461
Total Group Equity 8,511
Other provisions 103
Provisions 103
Amounts due to credit institutions 14,269
Total Long-term Liabilities 14,269
Amounts due to credit institutions 6,440
Trade creditors 2,619
Amounts due to associated companies 406
Tax and social security contributions 2,543
Other liabilities and accrued expenses 10,865
Total Current Liabilities 22,873
Total Equity and Liabilities 45,756
36
Annual Report 2007Total Specific Solutions
2007 (x EUR 1,000)
Net Sales 54,565
Cost of sales 4,708
Gross Margin 49,857
Wages and salaries 25,612
Social security contributions 3,384
Pension contributions 1,423
Other operating expenses 9,656
40,075
EBITDAE* 9,782
17.9%
Depreciation 343
EBITAE* 9,439
17.3%
Amortisation 5,144
EBITE* 4,295
Exceptional items 2,024
EBIT 2,271
Interest income & expense (982 )
Result before Taxation 1,289
Taxes on income (544 )
Result after Taxation 745
Notes
* The ‘E’ in EBITDAE, EBITAE and EBITE stands for “Exceptional”. These exceptional costs represent non-recurring expenses related to
acquisitions or restructurings. Group companies may book such costs as exceptional only in the first year. After the first year no excep-
tional expenses are allowed and included.
Consolidated Profit and Loss AccountCalendar Year
37
Annual Report 2007 Total Specific Solutions
Reconciliated Profit and Loss Accounts
Consolidated Deduct: Add: Profit and Loss
2007 (x EUR 1,000) Profit and Extended Not Consolidated Calendar
Loss Period Results Year
Net Sales 45,709 (8,076 ) 16,932 54,565
Cost of sales 3,048 (243 ) 1,903 4,708
Gross Margin 42,661 (7,833 ) 15,029 49,857
Wages and salaries 22,852 (4,005 ) 6,765 25,612
Social security contributions 2,900 (296 ) 780 3,384
Pension contributions 1,391 101 (69 ) 1,423
Other operating expenses 11,003 (1,672 ) 325 9,656
38,146 (5,872 ) 7,801 40,075
EBITDAE* 4,515 (1,961 ) 7,228 9,782
Amortisation** 9,249 (3,695 ) (410 ) 5,144
Depreciation** 411 (93 ) 25 343
Exceptional items 0 0 2,024 2,024
9,660 (3,788 ) 1,639 7,511
EBIT/Operating Result (5,145 ) 1,827 5,589 2,271
Interest income & expenses (1,683 ) 357 344 (982 )
Result before Taxation (6,828 ) 2,184 5,933 1,289
Taxes on income 543 (324 ) (763 ) (544 )
Result after Taxation (6,285 ) 1,860 5,170 745
Notes
* The ‘E’ in EBITDAE stands for “Exceptional”. These exceptional costs represent non-recurring expenses related to acquisitions or restruc-
turings. Group companies may book such costs as exceptional only in the first year. After the first year no exceptional expenses are
allowed and included.
** For comparison reasons, the amount of Depreciation in the Consolidated Profit and Loss Account, being EUR 9,660, has been presented
split out to Amortisation and Depreciation.
38
Annual Report 2007Total Specific Solutions
Notes to the Reconciliated Profit and Loss Accounts
1. Deduct – Extended Period
Various companies applied for an extended accounting period in 2006. As a result, additional Revenues and
Expenses have been included in the Consolidated Profit and Loss Account on page 22. The amount which
apply to the calendar year 2006 have been deducted in the Consolidated Profit and Loss Account for the
Calendar Year on page 36.
2. Add
Full year results for the companies which are not fully consolidated, as explained in the Introduction to the
Reconciliated Profit and Loss Accounts, are added to the Consolidated Profit and Loss Account.
38
Annual Report 2007Total Specific Solutions
Group Companies
Co-maker B.V.
PO Box 24006, 2490 AA The Hague
The Netherlands
Tel. +31 70 317 80 40
www.co-maker.nl
ESIZE Netherlands B.V.
Leeuwenveldseweg 16A, 1382 LX Weesp
The Netherlands
Tel. +31 294 752 700
www.esize.nl
KZA B.V.
PO Box 249, 3740 AE Baarn
The Netherlands
Tel. +31 35 543 10 00
www.kza.nl
Nethrom Prodimpex SRL
Calea Turzii 36, 400193 Cluj Napoca
Romania
Tel. +40 264 599 351
www.nethrom.com
TASS B.V.
PO Box 80060, 5600 KA Eindhoven
The Netherlands
Tel. +31 40 250 32 00
www.tass.nl
TASS Belgium N.V.
Gaston Geenslaan 9, B-3001 Leuven
Belgium
Tel. +32 16 24 16 80
www.tass.be
Test Value B.V.
PO Box 380, 3740 AJ Baarn
The Netherlands
Tel. +31 35 685 96 11
www.testvalue.nl
TopTalentConsultancy B.V.
PO Box 420, 3740 AK Baarn
The Netherlands
Tel. +31 35 685 44 38
www.toptalentconsultancy.nl