Jaarverslag 2007 - Total Specific Solutions

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 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


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.


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.


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.


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.


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.


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.


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.


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

83 %

17 %

Female


Male

Revenue by Market

3 %

28 %4 %

Industry49 %


Public

Consumer

Finance

(1) The ICT Marktmonitor 2007 survey is created and published by ICT-Office.


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

83 %

17 %

Female


Male

Revenue by Market

3 %

28 %4 %

Industry49 %


Public

Consumer

Finance

46 %

18 %

36 %Software

Revenue by Solution

Consulting

Services

88 %

12 %

Staff


Professionals

83 %

17 %

Female


Male

Revenue by Market

3 %

28 %4 %

Industry49 %


Public

Consumer

Finance

Our clients are nearly all Top 200

companies and our Top 10 clients

are all leading brands in their markets.


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.


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


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


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


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


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



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


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


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 )


Net Result (5,275 )

Consolidated Profit and Loss Accountfor the year ended 31 December 2007

23


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 )


(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


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%.


3. Group Equity

Shareholders’ equity is further detailed in the notes to the company balance sheet.

4. Provisions

Other provisions


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


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


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


Company Balance Sheetas at 31 December 2007


Assets

Intangible fixed assets 1,385

Tangible fixed assets 4

Financial fixed assets 5,401

Total Fixed Assets 6,790

Receivables 303


Other current assets 881



Total Assets 8,653


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


Other liabilities and accrued expenses 892



28


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



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


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


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


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


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


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



Other current assets 1,755



Total Assets 45,756

35




Shareholders’ equity 7,050


Total Group Equity 8,511


Provisions 103


Total Long-term Liabilities 14,269


Trade creditors 2,619

Amounts due to associated companies 406

Tax and social security contributions 2,543

Other liabilities and accrued expenses 10,865



36


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


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


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


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

Documents

Jaarverslag 2007 - Total Specific Solutions