2012€¦ · our presence in asia ensures quality both in the indus-trialisation process and the...

44
annual report 2012

Transcript of 2012€¦ · our presence in asia ensures quality both in the indus-trialisation process and the...

Page 1: 2012€¦ · our presence in asia ensures quality both in the indus-trialisation process and the delivery phase, ... Board of directors’ report 2008 2009-25-15-5 5 15 25 35 45 55

annual report

2012

Page 2: 2012€¦ · our presence in asia ensures quality both in the indus-trialisation process and the delivery phase, ... Board of directors’ report 2008 2009-25-15-5 5 15 25 35 45 55

2 DATA RESPONS ASA | ANNUAL REPORT 2012

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3DATA RESPONS ASA | ANNUAL REPORT 2012

Data Respons is a full-service, independent technology company and a leading player in the embedded solutions market.

contents04 Board of directors’ report09 The Board of Directors

11 investor information 12 Key figures

14 financial statements and notes15 Statement of comprehensive income16 Statement of financial position18 Statement on changes in equity19 Statement of cash flows20 Notes41 Auditor’s report

tHis is data responsdata respons is a full-service, independent technology company and a leading player in the embedded solutions mar-ket. We provide products, services and embedded solutions at all levels of complexity to OEM companies, system integrators and vertical product suppliers in a range of market segments such as defence, medical equipment, industrial automation, offshore, transportation, energy and telecommunications.

emBedded solutions can be described as the computer brain of a machine, system or industrial end product, and can be used in a broad range of industrial applications, such as rugged control units for military vehicles, graphic monitoring systems for greener train operations , laser solutions for calcu-lating medical data or fiscal measuring systems for oil and gas.

our presence in asia ensures quality both in the indus-trialisation process and the delivery phase, while innovation and development of technological solutions takes place local-ly with the customers in cooperation with our highly-skilled experts from our offices located in important industrial regi-ons in Scandinavia and Germany. This collaboration makes for an ideal partnership.

our customers include global companies such as ABB, Kongsberg Group, Ericsson, Raytheon, Saab, Rolls-Royce, FMC Technologies, Hexagon, Laerdal Medical, Tomra and Schlumberger.

established: 1986.

VisiON: A smarter solution starts from inside.

Offfices: Denmark (1), Germany (2), Norway (7), Sweden (5) & Taiwan (1).

bUsiNess fORM: Public limited company, listed on the Oslo Stock Exchange (ticker: DAT).

ceRtificatiONs: ISO 9001:2008, ISO 14001:2004 AND OHSAS 18001:2007

NUMbeR Of eMplOyees: 394Key

fa

cts

fiNaNcial caleNdaR19.04.13 Presentation of Q1 1325.04.13 Annual General Meeting12.07.13 Presentation of Q2 1318.10.13 Presentation of Q3 1331.01.14 Presentation of Q4 13

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4 DATA RESPONS ASA | ANNUAL REPORT 2012

ebitda (NOK million)

ReVeNUe (NOK million)

ORdeR iNtaKe (NOK million)

20092008 20100

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focused efforts on the company’s key markets and a more efficient organisation improved profitability in 2012.

statement on the annualfinancial statementsIn accordance with the Norwegian Accounting Act § 3.3a the Board confirms that the com-pany fulfils the requirements necessary to oper-ate as a going concern, and the 2012 financial statements have been prepared on the basis of this assumption. As a listed company Data Re-spons ASA prepared the consolidated financial statements for the Data Respons group for the financial year 2012 in accordance with IFRS (International Financial Reporting Standards) as adopted by the European Union.

income statementThe report includes comparisons with figures for the same period in 2011 (in parenthesis).

Operating revenue was NOK 844.1 million (849.9), a decrease of 1 %. EBITDA was NOK 35.3 million (13.4). EBIT was NOK 30.7 mil-lion (-79.2). Profit before tax was NOK 25.2 million (-82.5). Cash flow from operations in 2012 was NOK 31.9 million (1.8). The order intake during 2012 totalled NOK 843 million

(883), and the order backlog was NOK 638 million (639).

The operating revenue declined slightly dur-ing the year due to the planned downsizing of the operation in Denmark. The company’smain markets showed good growth during 2012, with an underlying growth of 8 %. The primary reasons are good activity in general and increasing product and solution deliver-ies within vertical markets such as Telecom, Medical, Transportation, Defence and Oil Ser-vices/ Maritime.

Data Respons is well-positioned as a lead-ing full-service embedded technology com-pany and has a positive development in the company’s strategic markets. A combination of revenue growth in the company’s main markets and a lower cost base has improved profitability. Going forward the company’s key financial focus is to improve the profit-ability even further.

cHapter 1: Board of directors’ report

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2010 2011 2012

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BOARD OF DIRECTORS’ REPORT

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5DATA RESPONS ASA | ANNUAL REPORT 2012

balance sheet, liquidity & cash flowThe group’s total assets at the end of the fourth quarter were NOK 429 million. Equity was NOK 253 million, which gives an equity ratio of 59 %.

Current assets amounted to NOK 256 million and current liabilities were NOK 170 million. As per December 31, 2012 the non-current assets amounted to NOK 174 million, where-of deferred tax assets were NOK 11 million and intangible assets (goodwill) amounted to NOK 153 million.

The group’s cash flow from operations was NOK 31.9 million. The cash balance as of De-cember 31, 2012 amounted to NOK 7 mil-lion, of which NOK 5 million was restricted. The group had no interest-bearing debt and consider the debt ratio as appropriate for the group. The parent company has unused credit facilities of NOK 78 million, and further in-formation connected to these are specified in Note 17.

financial riskThe group’s activities expose it to a variety of financial risks, such as price, interest rates, cur-rency, credit and liquidity. Overall these risks are regarded as low. Management of financial risk is performed by the group’s central Finance Department under the guidelines set out by the Board of Directors. The main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. For further details on fi-nancial risk management, see Note 19.

operationsData Respons is a leading embedded so-lutions provider for the industrial mar-ket in Europe. Embedded solutions can be described as the brains of a ma-chine, system or industrial end product.

Data Respons supplies embedded solutions to leading OEM companies, system integra-tors and vertical product suppliers in a range of vertical markets such as Telecom, Medical, Transportation, Defence and Oil Services/ Maritime and Automation.

Data Respons ASA is listed on the Oslo Stock Ex-change (Ticker: DAT), and is part of the information technology index. The company has offices in Den-mark, Germany, Norway, Sweden and Taiwan.

business segments

products and solutionsOperating revenue for 2012 was NOK 444.6 million (432.0), an increase of 3 %. EBITDA was NOK 31.9 million (14.0). The order intake totalled NOK 467 million (443). The order backlog ended at NOK 529 million (500).

The company experienced high activity levels for products & solutions, resulting in a strong order intake. During 2012, Data Respons has been awarded large contracts from customers within the Oil Services/Maritime, Transportati-on and Medical sectors. The company expects the positive development to continue and has a solid order back log of over NOK half a bil-lion within the products & solutions business segment.

A further improvement in profitability is ex-pected based on a more cost-effective and focused business model. This includes stra-tegic relationships with customers in our main markets, a stronger coordination of the Nordic operations and the transferral of tasks to our Asian organisation and global partners. Fluctuations in profitability between quarters must be expected in the products & solutions business segment.

The company’s long-term strategy to strength-en total solutions capabilities and to focus on the whole value chain has given Data Respons a unique position. Data Respons’ long expe-rience with its own operations in Asia is of special importance.

In order to meet the continued demand for increased performance and more func-tionality, many of our customers focus on strategic partnerships. Whilst Data Respons builds and delivers customised embedded solutions, our customers can achieve lower costs of ownership, increased efficiency and shorter time-to-market.

Data Respons is positioned as the leading channel for embedded computer solutions and products in the Nordic region. The com-pany has a strong and increasing base of re-curring solution customers and a solid order backlog going forward. Solution deliveries secure long-term and strategically important customer relationships and provide a signifi-cant potential for future growth.

The profitability improved during the year and the com-pany expects this development to continue.

cHapter 1: Board of directors’ report

Key fiGURes

NOK million 2012 2011Operating revenue 844.1 849.9EBITDA 35.3 13.4Order backlog 638 639Order intake 843 883

Employees 394 446

ORdeR bacKlOG (NOK million)

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NUMbeR Of eMplOyees

20092008 20100

75150225300375450525600

2011 2012

“ReVeNUe by cOUNtRy

5%

43%45%

7%

Denmark

Norway

Sweden

Germany

ReVeNUe by iNdUstRy

Telecom

Transportation

Other industriesMedical

Defence

AutomationOil Services/Maritime

27%

19%13%

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9%

15%

4%

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6 DATA RESPONS ASA | ANNUAL REPORT 2012

During 2012, Data Respons had a strong order intake and was awarded several large oil services/maritime contracts.

servicesOperating revenue for 2012 was NOK 408.5 million (424.3), a decrease of 4%. EBITDA was NOK 12.5 million (12.4). The order in-take totalled NOK 376 million (442). The or-der backlog ended at NOK 109 million (140).

The downsizing of the consultancy organisa-tion in Denmark and Örebro in Sweden has impacted revenue growth in Services for 2012. The company has experienced good demand from customers in the main markets during the year. Going forward, the company expects im-proved profit margins within services.

Data Respons continues to leverage on its leading position in offering customers access to highly experienced specialists with a broad range of expertise from different disciplines of embedded solutions. A strong competence platform is strategically important in order to develop new recurring solution customers and to stand out as a complete solutions pro-vider in the market.

market developmentData Respons has a solid customer base with-in several industry sectors. Our geographical deployment and 25 years of experience has given the company relevant vertical compe-tence within these markets.

Data Respons’ customer list includes world leading companies like Ericsson, Saab, Cisco, FMC Technologies, Bombardier, Aker So-lutions, Kongsberg Group, Schlumberger, Statoil, National Oilwell Varco, Rolls Royce, Laerdal Medical, ABB and Hexagon.

There is a trend among our customers to reduce their number of suppliers. Data Re-spons is well-positioned with a broad range of expertise from different disciplines, cover-ing all parts of the development and solution delivery cycle.

The number of large scale customers in-creased during the year and the company ex-pects this trend to continue going forward. The financial and political uncertainty in Europe had some impact outside of Norway during the second half of 2012, but for Data Respons the market development is positive for most of our major vertical markets, re-sulting in strong order intake for the year.

Based on feedback from our customers and partners, the company expects increasing need for advanced communication solutions, more integrated systems and increasing use of con-sumer-based technologies. In addition, there is a growing demand for reliable, safe and robust solutions for tough environmental conditions, areas in which Data Respons has strong com-petence and experience.

The Oil Services/Maritime industry is the strongest growing market in Data Respons and accounts for 27 % of the company’s total rev-enue and 39 % of the product & solution rev-enue. Data Respons’ strong competence and complete value chain in delivering services, products and solutions for extreme and special environmental conditions, make the company an attractive partner for this segment.

geographic regionsData Respons is located in Norway, Sweden, Denmark, Germany and Taiwan. Our busi-ness model is based on close cooperation’s and an understanding of our customer’s busi-ness needs and vertical markets. To facilitate a close cooperation, Data Respons believes in having regional offices with competent engi-neering staff in important industrial clusters in order to build strategic long-term relation-ships with our key customers.

Norway is the largest market area with 47 % of the group’s revenue during the year, at-tributable to a strong development in sec-tors such as Oil Services/Maritime, Telecom, Medical and Defence.

Sweden has 42 % of the revenue and experi-enced growth during the year. The company has built a strong position in the Swedish mar-ket, with increased ability to win new embed-ded solution contracts with large customers. Denmark and Germany represents respective-ly 5 % and 7 % of the revenue during 2012. In Denmark revenue has decreased due to the planned downsizing to meet the current mar-ket conditions. The restructuring of the Dan-ish operation was completed during the third quarter of 2012.

In our Asian organisation there has been high activity during 2012, as an increasing number of solution deliveries and projects are carried out in cooperation with our Asian partners.

cHapter 1: Board of directors’ report

bacKlOG by seGMeNt

83%

17%

“ReVeNUe by seGMeNt

44% 52%48%

Services

Products &Solutions

ReVeNUe by RepORtiNG seGMeNt

eMplOyees by cOUNtRy

2%

39%

49%

10%

Denmark

Norway

Sweden

Germany

eMplOyees by seGMeNt

31%69%

Services

Products &Solutions

Services

Products &Solutions

NOK million 2012 2011 %

Products/Solutions 444.6 432.0 3 %

Services 408.5 424.3 -4 %

Eliminations -9.0 -6.4

Group 844.1 849.9 -1 %

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7DATA RESPONS ASA | ANNUAL REPORT 2012

organisation and work forceAt the close of 2012, the group had 394 em-ployees working at 15 offices in Norway (140), Sweden (193), Denmark (9), Germany (41) and Taiwan (11). The average number of em-ployees at the parent company was 6.

The average number of employees in the group was 414, and there were 68 female employees in the group at the end of the year, of which 14 in middle management. Equal pay for work of equal value, regardless of gender, is em-phasised at Data Respons. Salary and terms of employment for comparable positions are the same for women and men.

Recruitment, promotion and development of the staff are based on merit and equal oppor-tunity regardless of ethnicity, colour, religion, gender, age, national origin, sexual orienta-tion, marital status and disability. Discrimina-tion, bullying or harassment is not accepted at Data Respons. Employees are asked to report incidents of such behaviour to their immediate supervisor or the employee representative.

corporate governanceData Respons’ organisation is structured and managed in accordance with the Nor-wegian Code of Practice for Corporate Gov-ernance. The Board of Directors states that Data Respons has been in compliance with the code throughout 2012.

The Board of Directors’ report on corporate governance can be read at the company’s website: www.datarespons.com/investors.

objectivesThe objectives of the company are to provide products and services and own and manage stocks and shares within IT-related activities, and other activities naturally connected to this.

work of the boardIn 2012 there were 6 directors on the Board, 4 of whom were elected by the general meeting and 2 of whom were elected by the employ-ees. The Board normally meets 9 times a year, and otherwise as needed. In 2012 the Board held a total of 9 meetings. The work of the Board is governed by detailed rules of proce-dure. The Board has an annual programme of work including specific topics and fixed items such as the approval of the annual financial statements, interim financial statements and budgets. The Board is also responsible for over-all strategy and for setting long-term goals, as well as important decisions about acquisitions, establishment of new operations and major in-vestments. In 2012 there were 3 men and 3 women on the Board.

nomination committeeData Respons has a Nomination Committee which is elected by the general meeting. The Committee makes proposals to the general meeting regarding the election of sharehold-er-elected members to the Board. The gen-eral meeting decides the remuneration of the Nomination Committee. The committee is comprised of three members, none of which are Board members or employees at Data Re-spons. The Nomination Committee proposes the remuneration of the directors for the

coming year to the general meeting. Propos-als from the Nomination Committee are justi-fied, and the proposals from the Nomination Committee are made available on the compa-ny’s website along with the invitation to the AGM. The current members of the Nomina-tion Committee are Haakon Sæter, Andreas B. Lorentzen and Narve Reiten.

In addition, the company has an Election Board for the election of employee representatives to the Board, and comprises three members which are employed at Data Respons.

board of directorsThe Board of Directors of Data Respons is responsible for the group’s strategic develop-ment, and it shall keep itself informed at all times of the company’s financial position, as well as adopt plans and budgets for the busi-ness. The Board’s role, responsibilities and work methods have been defined thoroughly in the rules of procedure that were adopted in 2005. The rules of procedure also define the tasks and duties of the CEO in relation to the Board in greater detail.

The composition of the Board of Directors complies with the requirement that the Board be independent from the company manage-ment, and independent from major business associates of the company. Management is not represented on the Board of Directors. The Chairman of the Board of Directors is elected by the general meeting. Board mem-bers are normally elected for a term of two years. Board members are encouraged to own

cHapter 1: Board of directors’ report

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8 DATA RESPONS ASA | ANNUAL REPORT 2012

shares in the company. Page 9 of the annual report provides a detailed description of the in-dividual members’ backgrounds, qualifications and shareholdings.

The Board has appointed an Audit Commit-tee which provides assistance to the Board in fulfilling their responsibility to the sharehold-ers, potential shareholders, and investment community relating to corporate accounting, reporting practices of the company, and the quality and integrity of the financial reports of the Company. As part of this process, the external auditors participate in several meet-ings of the Audit Committee. In carrying out its responsibilities, the Audit Committee should ensure that the corporate accounting and re-porting practices of the company are in accord-ance with all legal requirements and are of the highest quality. The audit committee consists of three Board members.

The Board has also appointed a compensation committee. The Board’s Compensation Com-mittee is a subcommittee of the Board of Direc-tors of Data Respons ASA and is independent of group management. Its role is to make preparations for the Board’s discussions of questions involving compensation. The Com-pensation Committee is responsible only to the full corporate Board and its authority is limited to making recommendations to the Board.

internal controlThe Board of Directors evaluate, at least annu-ally, the company’s most significant risks and the related internal control measures in place. The Board of Directors oversees and evalu-ates the company’s internal control and risk management functions related to financial re-porting. The management is responsible for establishing and maintaining adequate internal control of financial reporting.

The objective of the internal control of financial reporting is to provide reasonable assurance regarding the reliability of financial reporting and the preparation of Data Respons’ financial statements for external reporting purposes in accordance with International Financial Re-porting Standards. The effectiveness of internal control of financial reporting is evaluated an-nually by the Board of Directors. As part of the audit of the financial statements, the external

auditor reports on the effectiveness of internal controls related to financial reporting to the audit committee and the Board of Directors at least once every year.

corporate social responsibilityTaking overall responsibility is an important core value at Data Respons. The group aspires to be a responsible corporation in terms of la-bour standards, human rights and environmen-tal protection. The company has implemented corporate social responsibility policies which are publicly available on the company website. The CSR policies cover governance and integrity management, environmental protection, human rights and labour standards and are in accord-ance with the UN Global Compact Principles.

safety, health & environment (she)Data Respons is not regulated by environmen-tal licences or injunctions. The company does not pollute the external environment. Aver-age sick leave over the course of the year was 2.7 %, and none of the group’s subsidiaries recorded work related accidents that resulted in personal injury or property damage. The working environment is regarded as good, and improvement measures are implemented con-tinuously. Employees and management have a constructive collaboration, which has a posi-tive impact on our operations.

allocation of the result for the yearData Respons ASA reported a profit before tax of NOK 22.4 million (-137.7) in 2012. The net profit for the year was NOK 15.3 million (-139.5).The Board of Directors proposes that dividend shall be paid with NOK 0.25 pr share - in total NOK 12.1 million. Taking the proposed divi-dend into consideration NOK 3.3 million will be transferred to retained earnings. Before dis-tribution of dividends, the parent company had equity of NOK 289.5 million, of which NOK 75.4 million comprised distributable reserves at December 31, 2012.

outlookThe company believes that the long-term out-look for the embedded solutions market is positive. The need for more intelligent prod-ucts, better infrastructure and enhanced user functionality are driving forces in the market. Advanced and cost-effective computer tech-

nology facilitates new solutions, which is vital for its development.

Data Respons is well-positioned as a complete solutions provider for the industrial market in the Nordic region and in Germany. The company has customers in a wide range of vertical industries and a balanced portfolio of large-cap customers.

Data Respons’ customers face shorter time-to-market demands combined with the need for more intelligent computer technology content in products, equipment and infrastructure. Other important parameters are cost savings, increased efficiency and more functionality. To meet these challenges, experience shows that more and more companies choose to cooper-ate strategically and closely with solid, reputable providers with complete solutions capabilities.

The demand from customers has not been ma-terially affected by the uncertainty in Europe. The company is monitoring the development thoroughly and will carry out operational ad-justments in case the situation should change. Additionally, several initiatives have been imple-mented in making the company more cost- ef-fective and profitable during 2012.

Improved profitability, positive cash flow and long-term growth is Data Respons’ main focus. The group’s growth, operational cash flow and profitability levels can fluctuate between quar-ters. Based on the current demand from our customers, a more efficient organisation and a strong order backlog, the company expects im-proved profitability and positive cash flow from operations going forward.

declaration on the financial statementsWe confirm that the financial statements for the year 2012, to the best of our knowledge, have been prepared in accordance with Inter-national Financial Reporting Standards (IFRS), gives a true and fair view of the company’s and group’s consolidated assets, liabilities, financial position and results of operations, and that the annual report includes a fair review of the development, results and position of the com-pany and group, together with a description of the most central risks and uncertainty factors facing the companies.

cHapter 1: Board of directors’ report

the bOaRd Of diRectORs Of data RespONs asaHøvik, March 22, 2013

Kenneth RagnvaldsenCEO

Åsa Grübb-WeinbergEmplOyEE REpREsEnTaTivE

Ole Jørgen FredriksenChaiRman Of ThE bOaRD

Erik LangakermEmbER Of ThE bOaRD

Ulla-Britt Fräjdin HellqvistmEmbER Of ThE bOaRD

Jarl GuntveitEmplOyEE REpREsEnTaTivE

Kathryn Moore BakermEmbER Of ThE bOaRD

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9DATA RESPONS ASA | ANNUAL REPORT 2012

ole jørgen fredriksen cHairman of tHe Board

Number of shares/options: 225 544Number of options: 0

Fredriksen (born 1950) was elected Chair-man of the Board in April 2009. Fredriksen has a Bachelor degree from the Norwegian School of Economics & Business Admin-stration and has held various key man-agement positions within the computer industry in Europe and USA. He is current-ly Chairman of the Board at Q-Free ASA, Itera ASA, Cyviz AS and Engelsviken Can-ning AS. Fredriksen was co-founder, CEO and President of ASK ASA for 15 years.

katHryn moore Baker memBer of tHe Board

Number of shares: 0 Number of options: 0

Baker (born 1964) was elected to the Board in April 2011. She is a partner at Reiten & Co. Baker holds a Bachelor in Economics from Wellesley College and an MBA from The Amos Tuck School of Business Administration at Dartmouth College. She has exstensive board expe-rience from Saferoad AS, BW Gas ASA and EuroProcessing International ASA.

erik langakermemBer of tHe Board

Number of shares: 100 000 Number of options: 0

Langaker (born 1963) was elected to the Board in November 2011. Langaker has 20 years of experience in finance and M&A from international markets. Lan-gaker has founded/co-founded more than 10 technology companies. He has extensive board experience from com-panies such as StormGeo Group, Geo-Knowledge and Viken Fibernett.

jarl guntveit employee representative

Number of shares: 0 Number of options: 0

Guntveit (born 1966) was elected as an employee representative in May 2012. He holds a Bachelor of Engineering in Computer Science from Gjøvik Univer-sity College. He has 20 years experience from various technology-based compa-nies and as entrepreneur. Guntveit has worked in Data Respons since 2006 and is currently OEM Solution Manager at the Høvik office.

åsa grüBB-weinBerg employee representative

Number of shares: 0 Number of options: 0

Grübb-Weinberg (born 1955) was elect-ed as an employee representative in April 2010. She holds a degree in social studies from Stockholm University and has broad experience from various tech-nology-based companies. Grübb-Wein-berg has worked in Data Respons since 2006 and is currently Account Manager at the Stockholm office.

ulla-Britt fräjdin-Hellqvist memBer of tHe Board

Number of shares: 10 000 Number of options: 0

Fräjdin-Hellqvist (born 1954) was elect-ed to the Board in November 2011. She holds a Master of Science in Engineer-ing Physics from Chalmers, and has 22 years’ experience from various positions in Volvo PV in both Sweden and inter-nationally. She is the Chairman of the Board at Kongsberg Automotive and SinterCast. Fräjdin-Hellqvist works as an independent contractor and partner.

cHapter 1: Board of directors’ reportThe Board of Directors

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10 DATA RESPONS ASA | ANNUAL REPORT 2012

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11DATA RESPONS ASA | ANNUAL REPORT 2012

data Respons asa is listed on the Oslo stock exchange (ticker: dat), and is included in the information technology index. the company has offices in denmark, Germany, Norway, sweden and taiwan.

tRadiNG aNd tRaNsactiONs 2012 2011Number of transactions 397 601 Average number of transactions per day 2 2 Number of shares traded (million) 3.3 4.9

shaRehOldeR stRUctURe 2012 2011Number of shareholders 820 872 Foreign ownership 2.1 % 1.8 %Number of shares owned by Data Respons ASA - - Number of shares outstanding (million) 48.3 48.3

aNalyst cOVeRaGe

shaRe pRice peRfORMaNce

fiNaNcial caleNdaR 2013

19.04.13 Presentation of Q1 1325.04.13 Annual General Meeting12.07.13 Presentation of Q2 1318.10.13 Presentation of Q3 1331.01.14 Presentation of Q4 13

shaRe iNfORMatiON 2012 2011Highest price (NOK) 7.55 11.10 Lowest price (NOK) 4.50 4.81

Price at year end (NOK) 5.71 5.45 Market value (NOK million) 275.7 263.2 Dividend per share 0.25 -

abG sundal collierAleksander [email protected]

Nordea MarketsAndré Holø Adolfsen [email protected]

Data Respons believes that it is important to have an open and active dialogue with the stock market , and that all shareholders are treated equally.

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INVESTOR INFORMATION

cHapter 2: investor information

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nOK 1 000 2012 2011 2010 2009 2008

income statementOperating revenue 844 137 849 885 706 807 726 142 818 496

Operating expenses 808 795 836 444 703 498 746 749 756 087

EBITDA 35 342 13 440 3 309 -20 607 62 409

Depreciation and amortisation 4 596 5 325 6 894 8 243 7 515

Impairment of goodwill - 87 316 - 58 979 -

Operating profit/loss 30 746 -79 201 -3 586 -87 828 54 893

Profit/loss before tax and non-controlling interest 25 157 -82 451 -7 712 -90 941 56 157

Net profit/loss after tax 12 804 -92 597 -11 168 -84 665 39 439

balanceTotal assets 429 228 443 956 542 706 508 251 689 039

Equity 253 341 242 376 334 587 330 476 407 156

Cash and cash equivalents 7 010 4 894 4 738 27 072 55 331

key figuresRevenue growth -0.7 % 20.2 % -2.7 % -11.3 % 28.9 %

Gross margin 48.4 % 50.6 % 55.8 % 53.8 % 57.1 %

EBITDA margin 4.2 % 1.6 % 0.5 % -2.8 % 7.6 %

EBIT margin 3.6 % -9.3 % -0.5 % -12.1 % 6.7 %

Net profit margin 1.5 % -10.9 % -1.6 % -11.7 % 4.8 %

Cash flow from operations 31 904 1 773 -22 645 3 828 50 698

Return on equity 5.2 % -32.1 % -3.4 % -23.0 % 11.6 %

Return on total assets 7.0 % -16.1 % -0.7 % -14.7 % 9.2 %

Liquidity ratio 150.5 % 132.9 % 128.0 % 131.4 % 132.0 %

Equity ratio 59.0 % 54.6 % 61.7 % 65.0 % 59.1 %

Working capital 78 492 59 291 50 818 25 055 22 187

key figures for sharesEarnings per share (EPS), basic (NOK) 0.27 -1.92 -0.23 -1.91 0,99

Cash flow per share from operations (NOK) 0.66 0.04 -0.47 0.09 1,27

Dividend per share (NOK) 0.25 - - - -

Book equity per share (NOK) 5.25 5.02 6.93 7.06 9,61

Number of shares as of December 31 48 284 794 48 284 794 48 284 794 46 833 076 42 361 731

Average number of shares 48 284 794 48 284 794 47 799 562 44 355 585 39 931 700

Average number share transactions per day 2 2 4 4 16

Share price as of December 31 (NOK) 5.71 5.45 11.05 8.90 11,05

Market capitalisation (NOK million) 275.7 263.2 533.5 416.8 468,1

Return on equityProfit/loss for the year / Average equity

Return on total assetsEBIT / Average total assets

Liquidity ratioCurrent assets / current liabilities

Equity ratioEquity / Total assets

Working capital(Current receivables + Inventories) - Current liabilities

Earnings per share (EPS)For calculation of EPS, see Note 9

definitions

KEY FIGURES

cHapter 2: investor informationKey figures

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13DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 2: investor informationKey figures

GROUp

seRVices

OpeRatiNG ReVeNUe (NOK million)Key fiGUResReVeNUe

48%

NOK million 2012 2011

Operating revenue 408.5 424.3EBITDA 12.5 12.4Order backlog 109 140

Employees 271 31020102009 20112008

050

100150200250300350400450500

2012

20092008 20100

200

400

600

800

1000

2011 2012

OpeRatiNG ReVeNUe (NOK million)Key fiGUResReVeNUe by seGMeNt

44% 52%48%

NOK million 2012 2011

Operating revenue 844.1 849.9EBITDA 35.3 13.4Order backlog 638 639

Employees 394 446

pROdUcts aNd sOlUtiONs

OpeRatiNG ReVeNUe (NOK million)Key fiGURes

2009 201120080

50100150200250300350400450500

2010 2012

NOK million 2012 2011

Operating revenue 444.6 432.0EBITDA 31.9 14.0Order backlog 529 500

Employees 123 136

ReVeNUe

52%

Services

Products &Solutions

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14 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notes

FINANCIAL STATEMENTS AND NOTES

“ Data Respons places great importance on providing up-to-date information on its activities and financial development to shareholders and other parties with interests in the capital market.

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15DATA RESPONS ASA | ANNUAL REPORT 2012

Data Respons’ financial statements for the year 2012 have been prepared in accordance with international financial Reporting standards (ifRs).

GROUP DATA RESPONS ASA

NOK 1000 note 2012 2011 2010 2012 2011 2010

Sales revenue 2 844 137 849 885 706 807 10 985 21 738 19 297

Operating revenue 844 137 849 885 706 807 10 985 21 738 19 297

Cost of goods sold 435 453 419 563 312 345 - - -

Payroll expenses 10,15 311 153 342 354 325 439 10 580 22 663 21 130

Depreciation and amortisation 3 4 596 5 325 6 894 816 1 028 1 490

Impairment of goodwill 3 - 87 316 - - - -

Other operating expenses 3,18 62 189 74 527 65 714 9 414 12 037 8 471

Operating profit/loss 30 746 -79 201 -3 586 -9 825 -13 989 -11 793

Group contribution and dividends from subsidiaries - - - 36 323 21 676 13 109

Other financial income 16,19 2 719 7 771 5 370 940 2 439 1 334

Impairment of shares in subsidiaries 3,4 - - - -1 580 -142 871 -1 336

Other financial expenses 16,19 -8 358 -11 021 -9 496 -3 420 -4 926 -2 908

Share of profit of associates 4 50 - - - - -

Profit/loss before tax 25 157 -82 451 -7 712 22 438 -137 671 -1 594

Income tax expense 11 -12 353 -10 146 -3 456 -7 114 -1 834 1 674

Profit/loss for the year 12 804 -92 597 -11 168 15 323 -139 505 80

profit attributable to

- Equity holders of the company 12 804 -92 597 -11 168

- Non-controlling interest - - -

other comprehensive incomeCurrency translation differences -3 065 -839 3 010 - - -

Total comprehensive income 9 739 -93 436 -8 159 15 323 -139 505 80

comprehensive income attributable to

- Equity holders of the company 9 739 -93 436 -8 159

- Non-controlling interest - - -

allocationsFrom/to other equity 15 323 -139 505 80

Earnings per share, basic (NOK) 9 0.27 -1.92 -0.23

Earnings per share, diluted (NOK) 9 0.26 -1.92 -0.23

cHapter 3: financial statements and notesStatement of comprehensive income

STATEMENT OF COMPREHENSIVE INCOME

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16 DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000 note 2011 2010 2009 2011 2010 2009

GROUP DATA RESPONS ASA

NOK 1000 note 2012 2011 2010 2012 2011 2010

non-current assetsIntangible assets 3,5 152 997 155 087 242 906 - - -

Machinery and equipment 3,13 7 658 9 637 11 649 1 677 2 083 2 756

Shares in subsidiaries 4 - - - 291 845 293 425 435 507

Investments in associates 4 551 34 34 - - -

Other non-current assets 4 1 113 - - - - -

Deferred tax assets 11 11 369 20 134 31 900 21 113 28 228 30 062

Total non-current assets 173 688 184 892 286 490 314 635 323 736 468 324

current assetsInventories 6,13 54 912 58 999 62 768 - - -

Trade receivables 7,8,13 175 130 166 891 160 311 1 111 1 868 322

Other receivables 7,8 18 245 28 282 27 986 6 557 13 738 1 654

Current financial assets 244 - 414 - - 355

Cash and cash equivalents 17 7 010 4 894 4 738 371 814 -

Total current assets 255 541 259 064 256 217 8 038 16 420 2 331

Total assets 429 228 443 956 542 706 322 674 340 155 470 655

assets as of decemBer 31

cHapter 3: financial statements and notesStatement of financial position

STATEMENT OF FINANCIAL POSITION

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17DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000 noteGROUP DATA RESPONS ASA

NOK 1000 note 2012 2011 2010 2012 2011 2010

equityshare capital

Issued capital 9 24 142 24 142 24 142 24 142 24 142 24 142

Share premium 168 778 325 496 325 496 168 778 325 496 325 496

Total share capital 192 920 349 638 349 638 192 920 349 638 349 638

retained earnings

Other equity 60 421 -107 262 -15 052 96 549 -76 718 61 562

Total retained earnings 60 421 -107 262 -15 052 96 549 -76 718 61 562

Non-controlling interest - - - - - -

Total equity 253 341 242 376 334 587 289 470 272 920 411 200

liabilitiesnon-current liabilities

Deferred tax liabilities 11 1 522 1 023 2 746 - - -

Pension liabilities 10 4 570 5 677 5 126 9 590 478

Total non-current liabilities 6 092 6 700 7 873 9 590 478

current liabilities

Interest-bearing loans and borrowings 13,17 - 24 083 15 951 26 266 58 060 47 388

Trade payables 88 391 85 304 73 782 2 151 2 812 1 738

Income tax payable 11 1 652 - - - - -

Public duties payable 28 356 29 858 32 145 348 1 168 1 100

Current financial liabilities 291 - 373 291 - -

Other current liabilities 8,12 51 104 55 636 77 995 4 138 4 605 8 752

Total current liabilities 169 795 194 880 200 247 33 195 66 645 58 977

Total liabilities 175 887 201 580 208 119 33 204 67 235 59 455

Total equity and liabilities 429 228 443 956 542 706 322 674 340 155 470 655

equity and liaBilities as of decemBer 31

cHapter 3: financial statements and notesStatement of financial position

the bOaRd Of diRectORs Of data RespONs asaHøvik, March 22, 2013

STATEMENT OF FINANCIAL POSITION

Kenneth RagnvaldsenCEO

Åsa Grübb-WeinbergEmplOyEE REpREsEnTaTivE

Ole Jørgen FredriksenChaiRman Of ThE bOaRD

Erik LangakermEmbER Of ThE bOaRD

Ulla-Britt Fräjdin HellqvistmEmbER Of ThE bOaRD

Jarl GuntveitEmplOyEE REpREsEnTaTivE

Kathryn Moore BakermEmbER Of ThE bOaRD

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18 DATA RESPONS ASA | ANNUAL REPORT 2012

GROUP Attributable to equity holders of the company Total Equity

NOK 1000note

issuedcapital

share premium

Treasuryshares

Translationdifferences

Other equity

Equity as of January 1, 2010 23 417 314 729 - -3 162 -4 508 330 476

Profit for the year - - - - -11 168 -11 168

Other comprehensive income for the year - - - 3 010 - 3 010

Total comprehensive income for the year - - - 3 010 -11 168 -8 159

Employee share option sheme 15 - - - - 817 817

Issue of share capital 9 726 10 766 - - -40 11 452

Equity as of December 31, 2010 24 142 325 496 - -152 -14 899 334 587

Profit for the year - - - - -92 597 -92 597

Other comprehensive income for the year - - - -839 - -839

Total comprehensive income for the year - - - -839 -92 597 -93 436

Employee share option sheme 15 - - - - 1 226 1 226

Equity as of December 31, 2011 24 142 325 496 - -992 -106 270 242 376

Profit for the year - - - - 12 804 12 804

Other comprehensive income for the year - - - -3 065 - -3 065

Total comprehensive income for the year - - - -3 065 12 804 9 739

Employee share option sheme 15 - - - - 1 226 1 226

Reduction of share premium 9 - -156 718 - - 156 718 -

Equity as of December 31, 2012 24 142 168 778 - -4 057 64 478 253 341

cHapter 3: financial statements and notesStatement of changes in equity

DATA RESPONS ASA Attributable to equity holders of the company Total Equity

NOK 1000note

issuedcapital

share premium

Treasuryshares

Other equity

Equity as of January 1, 2010 23 417 314 729 - 60 704 398 850

Profit for the year 80 80

Total comprehensive income for the year - - - 80 80

Employee share option sheme 15 - - - 817 817

Issue of share capital 9 726 10 766 - -40 11 452

Equity as of December 31, 2010 24 142 325 496 - 61 562 411 200

Profit for the year -139 505 -139 505

Total comprehensive income for the year - - - -139 505 -139 505

Employee share option sheme 15 - - - 1 226 1 226

Equity as of December 31, 2011 24 142 325 496 - -76 718 272 920

Profit for the year 15 323 15 323

Total comprehensive income for the year - - - 15 323 15 323

Employee share option sheme 15 - - - 1 226 1 226

Reduction of share premium 9 - -156 718 - 156 718 -

Equity as of December 31, 2012 24 142 168 778 - 96 549 289 470

STATEMENT OF CHANGES IN EQUITY

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19DATA RESPONS ASA | ANNUAL REPORT 2012

GROUP DATA RESPONS ASA

NOK 1000 note 2012 2011 2010 2012 2011 2010

cash flow from operating activitiesProfit before income tax 25 157 -82 451 -7 712 22 438 -137 671 -1 594

Depreciation and amortisation 3 4 596 5 325 6 894 816 1 028 1 490

Impairment of goodwill 3 - 87 316 - - - -

Employee share option scheme 15 1 226 1 226 817 1 226 1 226 817

Finance cost - net 5 639 3 250 4 126 -32 263 123 682 -10 199

Share of profit from associates -50 - - - - -

Changes in working capital:

- Inventories 3 418 3 664 -19 418 - - -

- Trade receivables -11 243 -6 854 -41 014 757 -1 546 271

- Trade payables 4 971 11 641 21 976 -661 1 074 465

- Provisions for pensions 10 -1 107 550 283 -581 112 50

- Other accruals 668 -21 400 12 058 -1 995 219 -3 119

Income tax paid -1 371 -494 -657 - - -654

Net cash flow from operating activities 31 904 1 773 -22 645 -10 262 -11 877 -12 473

cash flow from investing activitiesAcquisition of subsidiaries, net of cash acquired - -3 557 -11 080 - - -

Dividends from subsidiaries - - - - - 887

Group contributions received - - - 36 323 21 676 12 222

Purchase of machinery and equipment 3 -2 847 -3 337 -3 956 -461 -355 -403

Interest received 16 1 107 1 037 928 772 247 58

Purchase of financial assets 4 - - - - -4 363 -30 424

Payments regarding loans to subsidiaries 8 - - - 6 550 -12 759 -

Other investing activities -1 529 - - 57 - -

Net cash flow from investing activities -3 268 -5 856 -14 108 43 241 4 445 -17 659

cash flow from financing activitiesNet change in overdraft facilities 17 -24 083 8 132 15 951 -31 794 10 627 31 809

Interest paid 16 -2 437 -3 893 -2 958 -1 627 -2 428 -1 676

Net cash flow from financing activities -26 520 4 239 12 992 -33 421 8 245 30 133

Net change in cash and cash equivalents 2 117 155 -23 761 -442 813 -

Cash and cash equivalents at the start of the period 4 894 4 738 27 072 813 - -

Exchange gains/losses on cash and cash equivalents - - 1 426 - - -

Cash and cash equivalents at the end of the period 17 7 010 4 894 4 738 371 813 -

cHapter 3: financial statements and notesStatement of cash flows

STATEMENT OF CASH FLOWS

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20 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 1

GeNeRal iNfORMatiONData Respons ASA is a public limited company registered in Norway. The company’s head office is located at Sandviksveien 26, 1363 Høvik, Norway. The group’s business operations are described in Note 2.

accOUNtiNG pRiNciplesThe Data Respons group’s consolidated financial statements and the company financial statements of Data Respons ASA for the financial year of 2012 have been prepared in accordance with International Financial Reporting Standards (IFRSs) and the interpretations set out by the In-ternational Accounting Standards Board, as approved by the European Union. The financial statements are based on the historical cost princi-ple with the exception of financial derivatives. The consolidated financial statements have been prepared using consistent accounting principles for similar transactions and events under otherwise similar circumstances.

new and amended standards adopted by the groupThe following standards / interpretations have been issued and are ef-fective from the financial year beginning January 1, 2012 but have not had any material effect on the group:

� IFRS 7 Financial Instruments – Disclosures (amendment), effective from 2012 / 2013

� IAS 12 Income Taxes (amendment)

The following standards have been early adopted by the group: � IFRS 10 Consolidated financial statements � IFRS 11 Joint Arrangements � IFRS 12 Disclosure of Involvement with Other Entities

IFRS 10 provides additional guidance to assist in the determination of control where it is difficult to assess. IFRS 11 provides a more realistic reflection of joint arrangements by focusing on the rights and obliga-tions of the arrangement rather than its legal form. IFRS 12 includes the disclosure requirements for all forms of interests in other entities.

None of the three standards that are early adopted by the group have had any material impact on the group or any changes on comparative figures. New standards were applied in deciding the accounting treatment of Data Respons’ acquisition of a 50 % ownership in a Danish consultancy com-pany during 2012. Please refer to Note 4 for more information.

standards, amendments and interpretations published but not yet implementedThe standards and interpretations listed below have been published, but are not yet effective at the date of approval of the financial statements and not early adopted by the group.

� IAS 1 Financial Statement Presentation (amendment), effective from 2013 � IAS 19 Employee Benefits (amendment), effective from 2013 � IFRS 13 Fair value measurement, effective from 2013 � IAS 27 Separate Financial Statements (as revised in 2011), effective from 2013

� IAS 28 Investments in Associates and Joint Ventures (as revised in 2011), effective from 2013

� IAS 32 Financial Instruments - Presentation (amendment), effective from 2014

� IFRS 9 Financial Instruments, effective from 2015

IAS 19 Employee benefits were amended in June 2011. The amend-ments eliminate the corridor approach and calculate finance costs on a net funding basis. The impact on the group will be as follows: eliminate the corridor approach and recognize all actuarial gains and losses in OCI as they occur; to immediately recognize all past service costs; and to replace interest costs and expected return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset).

As of December 31, 2012 the group had unrecognised actuarial gains of NOK 2.8 million (2011; 1.0) and the parent company had unrecognised actuarial gains of NOK 0.5 million (2011; 0.0). After IAS 19 revised comes into effect, there will not be material effects on the group’s operating profit, however the unrecognised actuarial gains will reduce the pension liability and increase equity by NOK 2.8 million as of January 1, 2013. The change in actuarial gains will be recognised as part of OCI. The effect on group OCI will be a gain of NOK 1.8 million in 2012 and a gain of NOK 0.7 million for 2011.

IFRS 9 will replace the classification, measurement and recognition of financial assets and financial liabilities in the current IAS 39. Considering the current scope and use of financial instruments, the impact of the changes is not expected to be material.

fUNctiONal cURReNcy aNd pReseNtatiON cURReNcyThe group presents its financial statements in NOK. This is also the functional currency of the parent company. Subsidiaries with a differ-ent functional currency are translated using the closing date rate for balance sheet items and monthly average rates for the income state-ment. Translation differences are charged against other comprehensive income. When a foreign subsidiary is partially or completely disposed of or sold, translation differences related to the subsidiary are recognised in the income statement.

cONsOlidatiON

subsidiaries The consolidated financial statements include Data Respons ASA and companies in which Data Respons ASA has a controlling interest. A con-trolling interest is normally achieved when the group owns more than 50 % of the shares in the company or the Group is in a position to exercise actual control over the company. Non-controlling interests are included in the Group’s equity. The consolidated financial statements include the parent company Data Respons ASA and the following subsidiaries:

� Data Respons Norge AS (100 %) � Data Respons Asia AS (100 %) � Digitas AS (100 %) � Data Respons AB (Sweden) (100 %) � Sylog Sverige AB (Sweden) (100 %) � Professional Finder AB (Sweden) (100 %) � Lundinova AB (Sweden) (100 %) � Data Respons OY (Finland) (100 %) � Data Respons A/S (Denmark) (100 %) � Data Respons GmbH (Germany) (100 %) � Ipcas GmbH (Germany) (100 %)

Subsidiaries are fully consolidated from the date on which control was transferred to the group. They are de-consolidated from the date that control ceases. The consolidated financial statements show the overall financial results and the overall financial position when presenting the parent company Data Respons ASA and its controlling interests in other companies as a single financial entity. Companies in which the group has a sole controlling interest (subsidiaries) have been fully consolidated line by line in the consolidated financial statements.

The Profit/loss for the year and share of equity attributed to non-con-trolling interests are presented on separate lines. Intercompany trans-actions and balances have been eliminated. The consolidated financial statements have been prepared using uniform principles, which means that the subsidiaries follow the same accounting principles as the parent company, and that these principles have been applied consistently over time. Acquired subsidiaries are recognised in the consolidated financial statements based on the historical cost to the parent company. His-torical cost includes best estimate on future additional payments based on earn-out agreements. The historical cost is allocated to identifiable

NOTE 1 ACCOUNTING PRINCIPLES

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21DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 1

assets and liabilities in the subsidiary, which are recorded in the con-solidated financial statements at fair value at the time of acquisition. Acquisition-related costs are expensed as incurred. Identifiable assets are defined as both tangible fixed assets and intangible assets, exclud-ing goodwill. Any excess value or shortfall in value beyond that which can be attributed to identifiable assets and liabilities is recognised in the balance sheet as goodwill. Excess values in the consolidated financial statements are depreciated on a straight-line basis over the anticipated economic life of the acquired assets, less any residual value. Goodwill and excess values attributed to intangible assets with an indeterminable useful life are not depreciated, but are tested for impairment in accord-ance with IFRS.

associates and joint venturesAssociates are all entities over which the group has significant influence but not control, generally between 20 % and 50 % of the voting rights. Joint ventures are entities where the group has shared control with one or more other parties, generally where Data Respons has 50 % voting rights. Investments in associates and joint ventures are accounted for using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is increased or decreased to recognise the investor’s share of the profit or loss of the investee after the date of acquisition. The group’s investment in associates includes goodwill identified on acquisition.

classification and valuation of balance sheet items Current assets and current liabilities comprise of items that fall due within one year of the balance sheet date, as well as items related to the operating cycle. Other items are classified as non-current assets or non-current liabilities. Financial instruments are classified and meas-ured in accordance with IAS 39 Financial Instruments; Recognition and Measurement. For the group it is primarily loans and receivables that are relevant categories. Financial assets with fixed or determina-ble cash flows that are not listed in an active market are classified as loans and receivables.

The group will on occasion use derivatives to hedge against fluctua-tions in currency exchange rates. Derivatives not designated as hedging instruments according to IFRS are recognised at fair value with changes against other financial income/expenses. Derivatives designated as fair value hedges are recognised at fair value in the statement of financial position. The corresponding change in value of the hedged item is also recognised in the statement of financial position. The net effect of the two is charged against other financial income/expenses.

receivablesAccounts receivable and other receivables are recognised in the balance sheet at nominal value, less provisions for estimated losses. Provisions for losses are made on the basis of individual assessment of the individual re-ceivables, as well as past experience.

machinery and equipmentMachinery and equipment is recognised in the balance sheet and depre-ciated on a straight-line basis over the estimated useful life less any re-sidual value. Direct maintenance of machinery and equipment is expensed as other operating expenses, while enhancements or improvements that increase the capacity are added to the cost price and depreciated in line with the asset. Depreciation periods and profiles and residual values are assessed annually.

intangible assetsIntangible assets consist of identifiable intangible assets. Intangible assets are recognised in the balance sheet if it is probable that the expected future financial benefits attributable to the asset will pass to the company and the asset’s historical cost can be measured sepa-rately and in a reliable manner. Intangible assets with a limited useful life are recognised at historical cost, less accumulated depreciation and impairment. Depreciation is charged on a straight-line basis over the estimated useful life. The depreciation period and method are re-viewed annually. Intangible assets with an indeterminable useful life are not depreciated, but are tested annually for impairment at the balance sheet date, or more frequently if there is an indication of impairment.

goodwillThe difference between the historical cost at the time of acquisition and the fair value of net identifiable assets at the time of acquisition are classified as goodwill. Goodwill is recognised in the balance sheet at historical cost, less any accumulated impairments. Goodwill is not depreciated, but is tested annually for impairment at the balance sheet date, or more frequently if there is an indication of impairment. In cases where negative goodwill is identified in connection with business com-binations, the purchase price allocation is reassessed before any nega-tive goodwill is recognised in income.

research and developmentExpenses related to research activities are recognised in the income statement when they are incurred. Expenses relating to development activities are recognised in the balance sheet if these relate to an iden-tifiable product that is technically and commercially feasible and the group has adequate resources to complete the development. Expenses that are recognised in the balance sheet include materials expenses, direct payroll expenses and other directly attributable expenses.

Capitalised development expenses are recognised in the balance sheet at historical cost, less any accumulated depreciation and write-downs. Capitalised development expenses are depreciated over the estimated useful life of the asset. Intangible assets under development, however, are not depreciated and are tested for impairment annually or more frequently if there is an indication of impairment.

valuation of investments in subsidiariesSubsidiaries are valued in accordance with the historical cost method in the parent company’s financial statements. Investments are valued at the historical cost of the shares unless a write-down of the shares has been necessary, in which case they are written down to fair value.

provisionsProvisions are made in the financial statements where the Group has a li-ability (legal or self-imposed) as a result of a past incident, if it is probable that a financial settlement will be made as a result of this liability, and if the amount of such a settlement can be measured reliably. If the impact is significant, the provisions are calculated by discounting the estimated future cash flows by a discount rate before tax that reflects the market’s pricing of the current value of money and, where relevant, risks specifi-cally linked to the liability.

Provisions for restructuring are included if the group has approved a de-tailed and formal restructuring plan, and the restructuring has either start-ed or been announced. Provisions for loss-making contracts are included when the group’s estimated revenue from a contract is lower than the es-timated expenses that will be incurred to fulfil the contractual obligations.

revenue recognitionRevenue is recognised when it is probable that transactions will generate future financial benefits that will pass to the company, and the value of such benefits can be estimated reliably. Sales revenue is recognised net of value added tax and discounts. The group has revenue from three different categories:

products and solutionsRevenue from the sale of goods is recognised when delivery has been made and most of the risk and return potential has been transferred.

Revenue from the sale of solutions is a combination of the sale of de-velopment services and the subsequent delivery of products. The rec-ognition of revenue from solutions is dependent on the pricing model selected. In cases where the customer pays separately for development work and the products, and pricing is established independently, rev-enue is recognised in accordance with the principles applicable to ser-vices and products described below.

If the customer only pays for the finished product, the company, in cases where there is a contractual delivery, recognises revenue and capi-talises development work in line with the degree of completion. This is subsequently expensed in line with the delivery of the products.

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22 DATA RESPONS ASA | ANNUAL REPORT 2012

servicesRevenue from the sale of services is recognised according to the stage of completion. The stage of completion is measured as accrued hours in relation to total estimated hours. Estimated loss on contracts will be recognised in the income statement in its entirety in the period when it has been identified.

Interest income is recognised as it is accrued. Dividends are recognised as income when they have been approved by the general meeting of the distributing company.

inventoriesPurchased inventory is valued at the lower of historical cost (using the FIFO principle) or net realisable value. Write-downs are made for any inventory that is assumed to be obsolete.

currency

transactions in foreign currencyTransactions in foreign currencies are translated at the rate in effect on the date of the transaction. Monetary items in foreign currencies are translated to Norwegian kroner (NOK) using the rate in effect at the balance sheet date. Exchange rate fluctuations are recognised in the income statement on an on-going basis during the accounting period.

foreign operationsThe assets and liabilities of foreign operations, including goodwill, are trans-lated into NOK using the exchange rate in effect at the balance sheet date. Revenue and expenses relating to foreign operations are translated into NOK using monthly average exchange rates. Translation differences result-ing from the translation of net investments in foreign operations are speci-fied as currency translation differences under other comprehensive income.

government grantsGovernment grants are recognised in the financial statements where it is reasonably certain that the company will fulfil the terms of the grants, and that the grants will be received. Operating subsidies are accounted for systematically over the period that the subsidies are received. Grants are recorded in the financial statements as a deduction in the expenses they are meant to cover.

pensionsPension expenses and pension liabilities are calculated on a linear earn-ing basis in accordance with assumptions regarding the discount rate; future adjustment of wages, pensions and social security benefits; fu-ture return on pension assets; as well as actuarial assumptions regarding mortality, voluntary retirement, etc.

The pension assets are valued at fair value less the net pension liabilities in the balance sheet. Changes in pension liabilities due to changes in pension plans are allocated over the estimated remaining earning pe-riod. The same applies to actuarial gains or losses (estimated discrepan-cies) exceeding 10 % of the higher of the pension liabilities or pension assets (corridor).

Employer’s social security contributions are charged as an expense based on the pension premium paid for insured (group) pension schemes, and are accrued in accordance with the change in the pension liabilities for uninsured pensions. Defined contribution pension schemes are ex-pensed as they are due.

employee share option schemeEmployee share options are calculated at the fair value at the time they are granted and accrued on a linear basis over the vesting period until the exercise date. The employer’s social security contributions linked to vest-ed options are accrued correspondingly over the life-span of the option.

income taxIncome tax expense in the income statement comprises both income tax payable for the period and changes in deferred tax. Deferred tax is calculat-

ed at the current tax rate on the basis of temporary differences between the financial accounting and tax-related values, and tax loss carry forward at the end of the financial year.

Negative and positive temporary differences that reverse or may reverse during the same period are offset and the tax effect of the net amount is calculated. The tax loss carry forward is recognised in the balance sheet as a deferred tax asset if it is considered adequately probable that the losses can be utilised in the future.

cash and cash flow statementThe cash flow statement has been prepared in accordance with the indi-rect method. Cash and cash equivalents include cash, bank deposits and other short-term liquid investments that can be converted immediately and without any significant exchange rate risk to a known cash amount, and with maturity date less than three months from the purchase date.

segmentsThe group is organised into operating segments based on the under-lying operations as these are reported to and monitored by group management. The business segments reported are Products & Solu-tions and Services.

contingent liabilities and assetsContingent liabilities are not recognised unless these arise from, and are assessed as a result of business combinations. Material contingent liabilities are disclosed unless the probability of the liability materia-lising is remote. Contingent assets are not recognised in the annual financial statements.

events after the balance sheet dateNew information received after the balance sheet date relating to the company’s financial position at the balance sheet date has been taken into consideration in preparing the annual financial statements. Events occurring after the balance sheet date that do not affect the company’s financial position at the balance sheet date, but that will affect the com-pany’s financial position in the future are disclosed in if these are material.

use of estimatesThe management has used estimates and assumptions that have affected assets, liabilities, income, expenses and information on potential liabili-ties. This applies in particular to the recognition of revenue related to long-term manufacturing projects, development projects, capitalised de-velopment expenses, pension liabilities and the valuation of goodwill. Ac-counting estimates may change as a result of future events. Estimates and their underlying assumptions are assessed continuously. Changes to ac-counting estimates are included in the financial statements for the period in which the change occurs. If the changes also apply to future periods, the impact is spread over the current and future periods.

estimated impairment of goodwillThe group tests annually whether goodwill has suffered any impair-ment. The recoverable amounts of cash generating units have been de-termined based on value-in-use calculations. These calculations require the use of estimates (see Note 3).

revenue recognitionThe group uses the percentage of completion method in accounting for its fixed price contracts to deliver certain solutions projects. Use of the percentage of completion method requires the group to estimate the services performed to date as a proportion of the total services to be performed.

pension benefitsThe present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of as-sumptions. All significant defined benefit plans in the group are related to Norwegian employees. The group relies on recommended assump-tions as presented by the Norwegian Accounting Standards Board for calculation of Norwegian pension liabilities.

cHapter 3: financial statements and notesNotes | Note 1

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23DATA RESPONS ASA | ANNUAL REPORT 2012

operating segments 2012

NOK 1000 Products & Solutions Services Corporate* Eliminations ** Group

External operating revenue 443 365 400 771 - - 844 137

Internal operating revenue 1 257 7 745 10 985 -19 986 0

Operating revenue 444 622 408 516 10 985 -19 986 844 137

Operating expenses 412 769 396 018 19 994 -19 986 808 795

Depreciation 2 855 924 816 - 4 596

Impairment of goodwill - - - - -

Operating profit/loss 28 997 11 574 -9 825 -0 30 746

Financial income 1 982 329 37 263 -36 855 2 719

Financial expense -5 385 -86 -5 000 2 113 -8 358

Profit/loss before tax 25 645 11 817 22 438 -34 743 25 157

Income tax expence -11 734 -3 675 -7 114 10 170 -12 353

Profit/loss for the year 13 911 8 142 15 323 -24 572 12 804

cHapter 3: financial statements and notesNotes | Note 2

* The item “corporate” includes all transactions recognised in the parent company Data Respons asa.

**The item “eliminations” includes eliminations of intercompany revenue, expenses, group contributions and impairment of investments in subsidiaries.

NOTE 2 OPERATING SEGMENTS

The group is divided into two operating segments: Products & Solutions and Services.

products and solutionsThe Products & Solutions segment consists of development and delivery of custom solutions by combining engineering services with standard em-bedded computer products from leading partners or deliveries of standard embedded computer products.

servicesData Respons offers consultancy services for a range of technology related development projects.

operating segments 2011

NOK 1000 Products & Solutions Services Corporate* Eliminations ** Group

External operating revenue 432 004 417 881 - - 849 885

Internal operating revenue - 6 446 21 738 -28 184 -

Operating revenue 432 004 424 326 21 738 -28 184 849 885

Operating expenses 418 036 411 891 34 700 -28 184 836 443

Depreciation 3 226 1 072 1 028 - 5 325

Impairment of goodwill 30 454 56 862 - -0 87 316

Operating profit/loss -19 712 -45 498 -13 989 0 -79 199

Financial income 4 944 642 24 115 -21 931 7 771

Financial expense -6 080 -270 -147 797 143 126 -11 021

Profit/loss before tax -20 847 -45 126 -137 671 121 194 -82 451

Income tax expence -11 837 -2 554 -1 834 6 079 -10 146

Profit/loss for the year -32 685 -47 680 -139 505 127 273 -92 597

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24 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 2

revenue 2012

NOK 1000 Products & Solutions Services Eliminations Group

Norway 303 270 100 817 -5 567 398 521

Sweden 70 175 292 106 -2 176 360 105

Denmark 31 007 9 894 - 40 901

Germany 49 955 6 555 - 56 510

Eliminations -9 786 -857 -1 258 -11 900

Operating revenue 444 622 408 516 -9 001 844 137

Revenue is reported to mangement in four geographic regions: Norway, Sweden, Denmark and Germany. Revenue recognition principles are de-scribed in Note 1.

revenue 2011

NOK 1000 Products & Solutions Services Eliminations Group

Norway 259 405 111 647 -6 319 364 733

Sweden 69 444 258 023 -35 327 431

Denmark 62 389 46 887 - 109 276

Germany 41 581 9 033 -84 50 530

Eliminations -814 -1 264 -7 -2 086

Operating revenue 432 004 424 326 -6 446 849 885

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25DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 3

GROUP DATA RESPONS ASA

NOK 1000 Goodwill

Other intangible

assets

Total intangible

assets

Machinery and

equipment

Machinery and equipment

Cost or valuation as of January 1, 2011 300 591 4 191 304 782 55 481 9 931

Additions - - - 3 337 355

Disposals - - - -271 -

Translation differences -503 -447 -951 -98 -

Cost or valuation as of December 31, 2011 300 087 3 744 303 831 58 448 10 286

Accum. depr. and impairm. as of January 1, 2011 57 685 4 191 61 876 43 832 7 176

Depreciation for the year - - - 5 323 1 028

Impairment for the year 87 316 - 87 316 - -

Disposals - - - -268 -

Translation differences - -447 -447 -75 -

Accum. depr. and impairm. as of December 31, 2011 145 000 3 744 148 744 48 811 8 204

Net book value as of December 31, 2011 155 087 - 155 087 9 637 2 083

Cost or valuation as of January 1, 2012 300 087 3 744 303 831 58 448 10 286

Additions - - - 2 847 461

Disposals - - - -242 -496

Translation differences -2 090 -996 -3 085 -1 118 -

Cost or valuation as of December 31, 2012 297 997 2 748 300 746 59 934 10 251

Accum. depr. and impairm. as of January 1, 2012 145 000 3 744 148 744 48 811 8 204

Depreciation for the year - - - 4 596 816

Impairment for the year - - - - -

Disposals - - - -151 -446

Translation differences - -996 -996 -980 -

Accum. depr. and impairm. as of December 31, 2012 145 000 2 748 147 749 52 276 8 574

Net book value as of December 31, 2012 152 997 - 152 997 7 658 1 677

Both the parent company and group use straight-line depreciation for all machinery and equipment. The estimated economic life of machinery and equipment is 3 to 5 years. Intangible assets are amortised over the life of the asset, which is estimated to be from 2.5 to 10 years.

EXPENCED LEASE RENTALS IN THE GROUP

NOK 1000 2012 2011 2010

Rental of premises in Norway 10 987 12 763 10 667

Rental of premises outside Norway 8 509 10 432 10 191

Operational leasing of IT equipment 1 934 1 719 881

Operational leasing of vehicles 2 996 2 462 2 404 The group does not have any purchase options on the properties. In Norway the lease for the head office at Høvik ends at June 30, 2015 with an option for 5 years extention, while the terms of lease for the foreign units vary from a lease requiring 9 months’ notice to a lease with an expiry date of April 30, 2017. The leases will continue on unchanged terms. Leasing contracts on vehicles have a duration of 36 months.

NOTE 3 INTANGIBLE ASSETS, MACHINERY AND EQUIPMENT

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26 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 3

iNtaNGible assetsOther intangible assets consist of capitalised development expenses, as well as intangible assets recognised at fair value upon the acquisition of companies. In 2012, no development project expenses were capitalised.

changes in goodwill 2012There were no acquisitions in 2012. All goodwill is recorded in local currency, and as a result, changes in currency exchange rates will affect the value of goodwill. Compared to the currency rate at the acquisition date, goodwill was adjusted downwards by NOK 1 795 thousand at the end of 2012, compared to an upwards adjustment of NOK 295 thousand at the end of 2011.

impairment test of goodwillGoodwill recognised through the acquisition of companies and units is allocated to the individual unit if the cash flows are still identifiable. In cases where units have been merged and operations are integrated, it is difficult to isolate the cash flows. In these cases the combined goodwill will be assessed for the merged unit.

ALLOCATION OF GOODWILLNOK 1000 2012 2011 2010

Data Respons Norge AS 70 547 70 547 70 547

Data Respons AB (SE) 10 266 10 449 33 561

Sylog Sverige AB (SE) 55 971 56 966 57 005

Lundinova AB (SE) - - 5 826

Data Respons A/S (DK) - - 48 556

Ipcas GmbH (DE) 16 213 17 125 27 411

Total 152 997 155 087 242 906

The recoverable amount for the cash flow-generating units is calculated based on the value the asset will generate for the business operations. Cash forecasts are based on budgets approved by the Board of directors for 2013 with a projection for a five-year period based on the assumptions below. Cash flows beyond the budgeted period are extrapolated using estimated growth rates for the individual units. Future EBIT margin and cash flow is based on the management’s best estimate and judgment. The most import assumptions for calculation of the recoverable amount are as follows:

discount rate:A calculated WACC of 11.5 % after tax has been used as the discount rate for all units. CGUs in the group are based in the Nordic / Northern Eu-ropean region, and regional differences are not estimated to make a significant impact on the applied WACC rate at the balance sheet date. The corresponding WACC before tax is 16.0 %. The WACC before tax is calculated on the basis of the applied WACC after tax and using a 28 % tax rate.

revenue growth:Historically the group has achieved a strong growth, and management believe that the long-term outlook for the embedded solutions market is prosperous. However, as the group is focusing efforts in key markets and downsizing less profitable business units, growth rates are expected to vary among the companies. Expected growth rates in 2013 vary between -14 % and +22 %. Beyond 2013, the group expects growth rates at 0-10 % in the forecasted four-year period.

extrapolated growth rate:The growth rate beyond five years has been set at 0 % for all units.

ebit margin:The group has used EBIT margins that reflect management’s best estimate of earnings potential in the period. EBIT margins applied in the calculation of value-in-use range from 4 % to 15 %, dependant on past financial performance and expected profit margins for each unit.

sensitivities:No indications of impairment losses have been identified for Data Respons Norge AS, Data Respons AB or Sylog Sverige AB in 2012. The recoverable amounts of these cash generating units exceed their carrying amounts by significant margins. A sensitivity analysis has been performed for these three CGUs, in order to determine if a reasonable change in key assumptions would cause the units’ carrying amounts to exceed their recoverable amounts. A reduction in the estimated growth rate by 5 percentage points, a reduction in the estimated EBIT margin by 1 percentage points or an increase in WACC after tax by 1 percentage points would not lead to impairment losses in either of the three units.

An impairment test performed for Ipcas GmbH shows that the recoverable amount is equal to the carrying value of the unit, and no impairment of goodwill has been recognized for the unit during 2012. All changes in key assumptions that reduces the calculated recoverable value of the unit would lead to recognition of an impairment loss. An increase in WACC after tax by 1 percentage point would lead to an impairment of NOK 0.2 million, a reduction of the growth rate by 5 percentage points would lead to an impairment of NOK 0.4 million and a reduction in the EBIT margin by 1 percentage point would lead to an impairment of NOK 0.2 million.

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27DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 4

GROUP

Company Date of acquisition Registered office Ownership and voting interest

subsidiaries

Data Respons Norge AS 27.11.2001 Bærum 100 %

Data Respons Asia AS* 17.02.2000 Bærum 100 %

Data Respons AB 27.11.2001 Kista (SE) 100 %

Data Respons A/S 27.11.2001 Herlev (DK) 100 %

Data Respons OY 01.11.2003 Espo (FI) 100 %

Data Respons GmbH 17.02.2005 Karlsruhe (DE) 100 %

Digitas AS 01.04.2006 Bærum 100 %

Sylog Sverige AB 06.07.2007 Kista (SE) 100 %

Professional Finder AB 06.07.2007 Kista (SE) 100 %

Lundinova AB 16.01.2008 Lund (SE) 100 %

Ipcas GmbH 11.09.2008 Erlangen (DE) 100 %

associates / joint arrangements

TechPeople A/S 16.05.2012 Herlev (DK) 50 %

* Certified Computer Technology as changed its name to Data Respons asia as on June 4, 2012.

techpeople a/s50 % of TechPeople A/S was acquired on May 16, 2012 by Data Respons A/S. KIF Invest ApS owns the remaining 50 % of the company shares, voting rights and board representation is divided equally among the two owning parties, and important decisions require consensus between the owners. The investment is classified as a joint venture according to IFRS 11, and is accounted for using the equity method. The group’s share of the result in the joint venture, and its aggregated assets and liabilities, are as follows:

NOTE 4 SUBSIDIARIES AND OTHER INVESTMENTS

DATA RESPONS ASA

Company Currency Issued capital Shareholding Book value (NOK 1000)

Data Respons Norge AS NOK 1 387 100 % 163 153

Data Respons Asia AS NOK 1 100 100 % -

Data Respons AB SEK 507 100 % 15 036

Data Respons OY EUR 150 100 % 1 629

Data Respons A/S DKK 2 277 100 % -

Data Respons GmbH EUR 100 100 % 16 562

Digitas AS NOK 100 100 % -

Sylog Sverige AB SEK 100 100 % 59 487

Lundinova AB SEK 100 100 % 484

Ipcas GmbH EUR 26 100 % 35 495

Total 291 845

The investments are carried using the historical cost method in the parent company’s financial statements. The impairment test performed as of December 31, 2012 resulted in an impairment of NOK 1.58 million of book value in the relevant subsidiaries. The impairment amounted to NOK 1.43 million for Ipcas GmbH (Germany) and NOK 0.15 million for Data Respons OY (Finland). The impairment test for book value of subsidiaries in the Data Respons ASA company accounts were based on the same assumptions as used in the impairment test of goodwill in the group accounts. Refer to note 3 for further specification.

NOK 1000 Assets Liabilities Revenues Profit Carrying value

TechPeople A/S 2 536 2 630 5 391 50 558

Data Respons has provided a loan of DKK 1.1 million to TechPeople A/S and has no other commitments to provide financial support to the company.

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28 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 5-6

NOK 1000GROUP DATA RESPONS ASA

goods purchased for resaleNOK 1000 2012 2011 2010 2012 2011 2010

Historical cost 57 585 59 402 64 279 - - -

Written down to fair value 57 585 59 402 64 279 - - -

General provisions for obsolescence -2 673 -403 -1 511 - - -

Book value 54 912 58 999 62 768 - - -

Value of inventory pledged as collateral 40 000 40 000 17 000 - - -

bUsiNess acqUisitiONs

There has been no acquisitions in 2012, 2011 or 2010.

NOTE 5 BUSINESS COMBINATIONS

NOTE 6 INVENTORIES

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29DATA RESPONS ASA | ANNUAL REPORT 2012

DATA RESPONS ASA Current receivables Current liabilities

NOK 1000 2012 2011 2010 2012 2011 2010

Data Respons Norge AS 322 1 334 27 1 255 80 58

Data Respons Asia AS 1 147 - - - - -

Data Respons AB 4 057 12 851 180 - 1 105 97

Sylog Sverige AB - - - 52 - -

Lundinova AB 132 - - - - -

Data Respons A/S 942 102 76 - - 355

Data Respons GmbH 3 299 39 343 20

Total 6 603 14 586 322 1 307 1 528 530

cHapter 3: financial statements and notesNotes | Note 7-8

AGING ANALYSIS OF TRADE RECEIVABLES

NOK 1000 Carrying amount Not due Number of days past due date

0-30 31-61 61+

Trade receivables as of December 31, 2012 177 326 120 092 50 290 2 301 4 643

Trade receivables as of December 31, 2011 168 717 124 237 32 844 3 149 8 487

Trade receivables as of December 31, 2010 162 294 127 109 27 529 3 052 4 604

Losses on trade receivables are classified as other operating expenses in the income statement. Maximum credit risk is represented by the row Total receivables.

Intercompany balances are mainly due to short term loans provided to Data Respons AB of NOK 4.1 million and to Data Respons Asia AS of NOK 1.1 million, in addition to invoiced group management services from Data Respons ASA to the subsidiaries. Sales revenue for Data Respons ASA consists mainly of group management fee.

NOTE 8 INTERCOMPANY BALANCES

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

Trade receivables 177 326 168 717 162 294 1 111 1 868 322

Provisions for impairment of receivables -2 196 -1 827 -1 983 - - -

Trade receivables, net 175 130 166 891 160 311 1 111 1 868 322

Accrued revenue 3 621 12 181 8 783 - - 2

Prepayments 9 831 11 337 15 339 913 937 1 327

Other current receivables 4 793 4 764 3 864 5 644 12 801 326

Total other receivables 18 245 28 282 27 986 6 557 13 738 1 654

Total receivables 193 375 195 172 188 297 7 667 15 606 1 976

Provisions as of 1 January 1 827 1 983 2 185 - - -

Realised losses - -269 -244 - - -

Provisions for the period 369 113 42 - - -

Provisions as of December 31 2 196 1 827 1 983 - - -

NOTE 7 TRADE AND OTHER RECEIVABLES

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30 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 9

The registered share capital of Data Respons ASA consisted of 48 284 794 shares with a par value of NOK 0.50 as of December 31, 2012. Each share carries one vote. A total of 3.3 million shares were traded on the Oslo Stock Exchange in 2012, a decrease from 4.9 million shares in 2011. At the end of the year Data Respons ASA had 790 Norwegian shareholders and 30 foreign shareholders. The foreign shareholders owned 2.1 % of the shares.

During 2012, no treasury shares were bought or sold. The company did not own any treasury shares at the end of the year.There were no new share issues during 2012.

pOweR Of attORNey tO issUe shaRes aNd pURchase tReasURy shaRes

Passed Type Year issued

Maximum share limit

Shares issued/purchased 2012

Remaining number of shares Duration

26.04.2012 Capital increase 2012 4 800 000 - 4 800 000 Until 25.04.2013

NOTE 9 SHARE CAPITAL, SHAREHOLDERS, EARNINGS PER SHARE

The Board has been granted power of attorney to increase the company’s share capital by a maximum of NOK 2 400 000 through the issue of maximum 4 800 000 new shares, each with a par value of NOK 0.50. The authorisation is valid until the annual general assembly in 2013 and can be used by the Board in connection with acquisitions of new companies as part of the company’s strategy or cash issues. The company’s shareholders have waived their pre-emptive subscription rights in accordance with Section 10-5, cf. Section 10-4, of the Norwegian Public Limited Companies Act. The board may decide that the share deposit shall take the form of assets other than cash or rights to incur particular obligations for the company pursuant to Section 10-2 of the Norwegian Public Limited Liability Companies Act.

list Of 20 laRGest shaRehOldeRs as Of deceMbeR 31, 2012

Shareholder Ordinary shares Proportion of ownership

CUSTOM HOLDING AS 11 638 650 24.10 %

MP PENSJON PK 4 821 000 9.98 %

STOREBRAND VEKST 2 258 914 4.68 %

DYVI CAPITAL AS 2 200 000 4.56 %

BRAGANZA AS 2 032 700 4.21 %

FOUGNER INVEST AS 1 781 200 3.69 %

VARNER INVEST AS 1 500 000 3.11 %

HAAKON MORTEN SÆTER 1 263 211 2.62 %

SILVERCOIN INDUSTRIES AS 984 200 2.04 %

STOREBRAND NORGE I 848 991 1.76 %

BERNT AS 824 900 1.71 %

VERDIPAPIRFONDET DNB SMB 800 000 1.66 %

LOLIGO AS 800 000 1.66 %

VENTOR AS 699 000 1.45 %

RO INVEST AS 560 724 1.16 %

SKAGEN VEKST 552 500 1.14 %

BIRK INVESTMENT AS 525 000 1.09 %

LEIF HÜBERT 500 000 1.04 %

SØGNE SHIPPING AS 500 000 1.04 %

ATTOL AS 494 081 1.02 %

TOTAL 35 585 071 73.70 %

OTHER 12 699 723 26.30 %

TOTAL NUMBER Of ShARES 48 284 794 100.00 %

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31DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 9

NOK 1000 2012 2011 2010

Profit/loss for the year attributable to the equity holders of the company (nOK 1000) 12 804 -92 597 -11 168

Weighted average number of outstanding shares (1000) 48 285 48 285 47 800

Effect of dilution:

-Employee share option scheme 1 450 - -

Weighted average number of outstanding shares, diluted (1000) 49 735 48 285 47 800

Earnings per share, basic 0.27 -1.92 -0.23

Earnings per share, diluted 0.26 -1.92 -0.23

calcUlatiON Of tiMe-weiGhted shaRes

Date Number of shares* Number of days Weighted number of shares

01.01.2012 48 284 794 365 48 284 794

48 284 794

eaRNiNGs peR shaRe

The earnings per share ratio is calculated by dividing the Profit/loss for the year attributable to the company’s shareholders by a time-weighted average of outstanding ordinary shares throughout the year, less the company’s treasury shares.

The diluted earnings per share ratio is based on the same calculation as above, however, it also takes into account potential shares that have been out-standing during the period and will have a diluting effect, i.e. reduce the earnings per share for the ordinary shares. The company has only one category of potential shares that can result in dilution: share options. Potential ordinary shares are treated as dilutive only if their conversion to ordinary shares would decrease profit per share or increase loss per share from continuing operations attributable to ordinary equity holders.

diVideNds

The Board of Directors proposes that dividends of NOK 0.25 per share are paid for the 2012 financial year.

RedUctiON Of shaRe pReMiUM

At December 31, 2011 the parent company had a share premium of NOK 325.5 million and other equity amounted to NOK -76.7 million. The share premium was reduced in order to covered the uncovered losses in the parent company, according with the Norwegian Public Limited Com-panies Act Section 3-2.

The General Assembly on April 26, 2012 decided to reduce the share premium by an additional NOK 80 million. The amount was transferred to other equity.

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32 DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

the pension expense is calculated as follows:

Net present value of current year’s accrued pension benefits 1 898 2 187 1 968 127 334 321

Interest cost on accrued pension liabilities 283 290 349 54 83 107

Expected return on pension assets -300 -279 -313 -79 -94 -104

Amortisation of actuarial gains/losses -14 - -22 - - 5

Losses/gains from curtailment or settlement -1 333 - - -559 - -

Pension expenses for the year 534 2 199 1 982 -457 323 329

pension liabilities and pension assets:

Estimated defined benefit obligation 8 446 11 936 11 425 1 489 2 648 2 677

Estimated value of pension assets 6 638 7 086 6 529 2 009 2 043 1 995

Net estimated pension liabilities 1 808 4 849 4 896 -520 606 681

Unrecognised actuarial gains/losses 2 762 828 230 529 -16 -203

Net pension liabilities 4 570 5 677 5 125 9 590 478

changes in the liabilities:

Net pension liabilities as of January 1 5 677 5 126 4 843 590 478 428

Recognised pension expenses 534 2 199 1 982 -457 323 329

Premium payments -1 641 -1 648 -1 699 -124 -211 -279

Net pension liabilities as of December 31 4 570 5 677 5 126 9 590 478

cHapter 3: financial statements and notesNotes | Note 10

The parent company is required to operate a company pension scheme pursuant to the Mandatory Occupational Pension Act, and operates a pension scheme that meets this requirement. This scheme covered a total of 6 people in 2012. The group’s employees in Norway, 140 people, are member of a defined benefit pension scheme that covers a disability pension. The pension liabilities are covered through an insurance company. The pension obligation is assessed annually by an actuary in line with IAS 19. The assumptions applied in the calculation are based on recommendations from the Norwegian Accounting Standards Board adjusted for company specifics. As of December 31, 2012 the discount rate applied is based on covered bonds, compared to a discount rate based on government bonds as of December 31, 2011. The change in the basis for deriving discount rates from government bonds to covered bonds has led to an increase in the discount rate of 1.5 % and is accounted for as a change in estimate. The annual pension expenses are included under payroll expenses, and they consist of changes in the liabilities and pension funds, as well as contributions to the collective pension scheme. In addition to the aforementioned schemes in Norway, the group’s subsidiaries have defined contribution pension schemes, and the expenses associated with these schemes are included under payroll expenses in the income statement. The expenses broken down into defined contribution and defined benefit schemes are specified in Note 15.

2012 2011 2010

Discount rate 3.75 % 3.30 % 3.20 %

Expected return on plan assets 3.60 % 4.80 % 4.60 %

Rate of compensation increase 3.75 % 4.00 % 4.00 %

Expected rate of pension increase 0.00 % 0.70 % 0.50 %

Expected increase of social security base amount (G) 3.50 % 3.75 % 3.75 %

The following assumptions have been used for the calculation of the pension expenses and net pension liabilities:

NOTE 10 PENSIONS

2012 2011 2010

Equities 9.2 % 10.4 % 15.6 %

Bonds 15.6 % 15.2 % 16.6 %

Money market 18.3 % 21.7 % 13.2 %

Long-term bonds 36.8 % 33.4 % 32.5 %

Real estate 18.3 % 18.0 % 16.1 %

Other 1.9 % 1.2 % 6.0 %

Percentage distribution of pension assets by investment category:

The actuarial assumptions are based on normal assumptions used by the insurance industry with regard to demographic factors: Table K2005.

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33DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

income tax expence comprises

Income tax payable in Norway - - - - - -

Income tax payable outside Norway 3 065 96 1 428 - - -

Total income tax payable 3 065 96 1 428 - - -

Change in deferred tax in Norway 8 765 6 008 2 328 7 114 1 834 - 1 674

Change in deferred tax outside Norway -691 -3 351 -4 513 - -

Total change in deferred tax 8 074 2 656 -2 186 7 114 1 834 - 1 674

Unrecognised change in deferred tax 1 214 7 394 4 214 - -

Total income tax expense/(revenue) 12 353 10 146 3 456 7 114 1 834 - 1 674

cHapter 3: financial statements and notesNotes | Note 11

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

summary of temporary differences

Receivables -515 -41 -1 775 - - -

Other current assets -2 354 -151 -1 305 - - -

Non-current assets -8 163 -7 142 -4 413 -1 438 -1 535 -1 599

Pensions -4 570 -4 903 -4 405 -9 -590 -478

Provisions for contingent liabilities - -731 - - - -

Group contributions* - - - -43 904 -36 323 -21 836

Total -15 602 -12 968 -11 898 -45 351 -38 448 -23 913

Tax loss carryforward -79 080 -99 835 -109 635 -30 053 -62 365 -83 451

Total positive /(negative) temporary differences -94 682 -112 803 -121 533 -75 404 -100 813 -107 364

Deferred tax asset at current tax rate 26 496 31 330 35 835 21 113 28 228 30 062

Of which, deferred tax assets not recognised 15 127 11 197 3 935 - - -

Deferred tax assets in the balance sheet 11 369 20 134 31 900 21 113 28 228 30 062

Deferred tax liability at current tax rate 1 522 1 023 2 746 - - -

Deferred tax liability in the balance sheet 1 522 1 023 2 746 - - -

* in accordance with ifRs, group contributions are entered as income in the parent company the year after the allocation for tax purposes in the subsidiaries.

The deferred tax assets in the balance sheet relate primarily to the tax loss carryforward in the Norwegian companies. These companies have shown healthy profits, and it is expected that it will be possible to utilise the tax loss carryforward. Unrecognised deferred tax assets relate to the tax losses car-ryforward in Denmark, Sweden and Germany. The tax losses can be carried forward indefinitely.

NOTE 11 INCOME TAx

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34 DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 11-12

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

Prepayments from customers 945 938 9 860 - - -

Accrued wages/bonuses/holiday pay 27 014 30 637 29 470 1 506 2 103 2 484

Accrued expenses 23 145 24 061 35 091 2 632 2 502 2 695

Other current liabilities* - - 3 573 - - 3 573

Total other current liabilities 51 104 55 636 77 995 4 138 4 605 8 752

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

calculations of tax base for the year

Profit/loss before tax 25 156 -82 451 -7 712 22 438 -137 671 -1 594

28 % tax 7 044 -23 086 -2 159 6 283 -38 548 -446

tax effect of:

Permanent differences 994 25 452 1 039 832 40 382 -1 028

Change in not-recognised deferred tax 3 997 7 391 4 214 - - -

Adjustment from previous years 107 12 -200 - - -200

Differences in tax rates 213 377 563 - - -

Income tax expense (revenue) for the year 12 353 10 146 3 456 7 114 1 834 -1 674

Effective tax rate 49 % -12 % -45 % 32 % -1 % 105 %

* Other current liabilities consists of additional payments according to earn-out agreements that are due within a year.

NOTE 12 OTHER CURRENT LIABILITIES

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35DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

mortgages and guarantees

Guarantees 9 285 9 513 5 561 255 255 255

book value of secured assets used as collateral

Machinery and equipment 2 968 3 234 3 569 - - -

Trade receivables 65 365 59 951 49 044 - - -

Inventories 45 959 39 647 34 619 - - -

Total 114 292 102 832 87 232 - - -

cHapter 3: financial statements and notesNotes | Note 13-14

GUaRaNteesGuarantees of NOK 5.6 million have been provided in connection with lease agreements. In addition, a guarantee of DKK 3.7 million has been provided in connection with fulfilment of a customer contract in Denmark.

Guarantees and overdraft facilities are secured by a lien on inventory, machinery and equipment and trade receivables in Data Respons Norge AS. A total lien of NOK 40 million has been placed on inventories, a total lien of NOK 7.5 million has been placed on machinery and equipment and a total lien of NOK 70 million has been placed on trade receivables.

stateMeNt Of fiNaNcial sUppORtData Respons ASA has provided a statements of financial support on behalf of Data Respons A/S. The statements confirms that Data Respons ASA, until December 31, 2013, will provide financial support to the subsidiary of up to DKK 5 million if the subsidiary is not able to pay its liabilities as they are due.

Data Respons ASA has also provided a statements of financial support on behalf of Data Respons AB. The statements confirms that Data Respons ASA, until December 31, 2013, will provide financial support to the subsidiary of up to SEK 10 million if the subsidiary is not able to pay its liabilities as they are due.

The Board of directors, group management and other key employees are required to report any potential related party transactions. Other than or-dinary business transactions between group companies there have been no related party transactions in 2012. All transactions within the group are based on ordinary commercial terms using the arm’s length principle.

For the parent company, transactions with group companies consist mainly of fees for group management services.

See Note 15 for information on the remuneration of group management and Board of Directors, as well as Note 8 for balances between Data Respons ASA and other group companies.

NOTE 13 GUARANTEES

NOTE 14 RELATED PARTY TRANSACTIONS

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36 DATA RESPONS ASA | ANNUAL REPORT 2012

NOK 1000GROUP DATA RESPONS ASA

payroll expences

NOK 1000 2012 2011 2010 2012 2011 2010

Wages and salaries 226 354 253 796 243 196 8 701 17 270 15 607

Social security tax 50 825 51 778 45 843 1 287 2 231 2 282

Pension expenses, defined benefit scheme 534 2 199 1 982 -457 323 329

Pension expenses, defined contribution scheme 14 554 16 718 16 977 277 737 727

Other benefits 18 886 17 864 17 442 772 2 102 2 185

Total 311 153 342 354 325 439 10 580 22 663 21 130

cHapter 3: financial statements and notesNotes | Note 15

Salaries and fees Pensions Other benefits

in kindTotal

remunerationNo. of shares

No. of options

Kenneth Ragnvaldsen, CEO 2 285 138 66 649 166 916 2 518 703 245 000 400 000

Jørn Toppe, COO 1 972 895 72 218 9 779 2 054 892 267 937 200 000

Rune Wahl, CFO 1 822 775 71 647 57 012 1 951 434 45 000 200 000

Ole Jørgen Fredriksen, Chairman of the Board 400 950 400 950 225 544 -

Elen Bente Loe, Board member 190 000 190 000 - -

Kathryn Moore Baker, Board member* 170 000 170 000 - -

Ulla-Britt Fräjdin Hellqvist, Board member 75 000 75 000 - -

Erik Langaker, Board member 75 000 75 000 100 000 -

Elisabeth Endrestad, Board member, employee representative 27 500 27 500 16 312 -

Åsa Grübb Weinberg, Board member, employee representative 25 000 25 000 - -

Jarl Guntveit, Board member, employee representative - - - -

Haakon Sæter, Nomination committee member 20 000 20 000 2 247 411 -

Narve Reiten, Nomination committee member - - - -

Andreas Berdal Lorentzen, Nomination committee member 15 000 15 000 - -

shaRes, OptiONs aNd ReMUNeRatiON tO the ceO, Key eMplOyees, bOaRd Of diRectORs aNd NOMiNatiON cOMMittee

* Kathryn moore baker is Chairman of the board at Custom holding as.

In accordance with IFRS 2, the fair value of options granted to employees is accrued over the vesting period and in 2012 a total of NOK 1 225 908 was expensed related to options granted to the CEO and key employees, NOK 0.564 per option.

On April 26, 2012 the Annual General Meeting decided that the remuneration of the Board of Directors should be a fixed salary of NOK 300 000, 160 000 and 25 000 for respectively the chairman of the board, shareholder elected board members, and employee representatives. Based on the current composition of the Board of Directors this amounts to a total of NOK 830 000 in renumeration. In addition, a compensation per meet-ing shall be paid to members of the Audit committe and Compensation committee of NOK 10 000, NOK 5 000 and NOK 2 500 for respectively the committee leaders, members or employee representatives . For the Nomination committee, NOK 20 000 shall be paid to the leader and NOK 15 000 shall be paid to other members. No loans or guarantees have been provided to the Board of Directors, key employees, other employees or their related parties. There are no shareholder agreements in Data Respons ASA.

The average number of employees during the financial year was 6 in the parent company. The average number of employees in the group was 414, and there were 394 employees at the end of the year. There were 68 female employees in the group, 14 of whom were top or middle managers.

NOTE 15 PAYROLL ExPENCES, EMPLOYEES, REMUNERATION AND LOANS

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37DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesNotes | Note 15

bOaRd’s GUideliNes aNd MaiN pRiNciples fOR the stipUlatiON Of salaRies aNd OtheR ReMUNeRatiON tO Key eMplOyeesIn accordance with the provisions of the Public Limited Companies Act, the Board of Directors has prepared the following declaration of guidelines and main principles for the stipulation of salaries and other remuneration for key employees. The object of designing a compensation package for the CEO and other key employees is to provide a competitive package that contains incentives to strive for profitable growth and increase the creation of value for the shareholders within the scope of the company’s adopted values and strategies.

The individual manager shall be paid a fixed basic salary in line with market salaries for corresponding positions in comparable companies in Norway. A variable salary shall be paid in addition to the fixed salary. The variable salary is dependent on achieving profitability improvement and cash flow targets for the group. For the CEO and the other key employees the variable salary will be a maximum of 40 % of the fixed base salary.

The company has a share option scheme for group management and managers in the group’s subsidiaries in accordance with the approved fram-ework at the annual general meeting 2010. The share option scheme was established to give the company’s management incentives to strive to create value for the shareholders. The Board of Directors is in general positive to performance related arrangements which are linked to value creation for shareholders or the company’s earnings performance over time.

The CEO and group management is covered by the company’s pension scheme on the same terms as other employees. This pension scheme is de-scribed in Note 10. The CEO is entitled to 12 months’ salary after termination or amendment of his position/employment. Other members of group management have a mutual notice period of up to six months and no special arrangements.

eMplOyee shaRe OptiON scheMeOn April 22, 2010 the Annual General Meeting of Data Respons ASA approved a share option program for 11 employees in top management posi-tions with a total scope of 2 340 000 options. The options will be issued in 3 equal parts over a 3 year period and can only be exercised in 3 years. The strike price will be set at market price the start of each vesting period for the 1/3 issued. In May 2010 the strike price for the first vesting period was set to NOK 8.27. In May 2011 the strike price for the second vesting period was set to NOK 8.24. In May 2012 the strike price for the third vesting period was set to NOK 7.21.

The first 725 000 options were issued in May 2011. The second 725 000 options were issued in May 2012, and the last 725 000 options under this agreement will be issued in 2013, totalling 2 175 000 options.

NOK 10002012 2011 2010

NOK 1000 Average Exercise price Options Average

Exercise price Options Average Exercise price Options

NOK 1 000 NOK 1 000 NOK 1 000

As of January 1 8.27 725 - - - -

Granted 8.24 725 8.27 725 - -

Forfeited - - - - - -

Exercised - - - - - -

Expired - - - - - -

As of December 31 8.26 1 450 8.27 7 25 - -

Remunerations to the auditor are presented net of VAT.

NOK 1000GROUP DATA RESPONS ASA

reMuNeraTIoN To The audITor

NOK 1000 2012 2011 2010 2012 2011 2010

Auditing services 978 998 1 053 290 291 291

Other certification services 94 - 55 15 - 14

Tax advice 20 118 146 - 93 53

Other non-auditing services 3 6 66 3 - 5

The fair value of the options granted to employees has been calculated using the Black & Scholes’ valuation model for options. The most important input data included the share price of NOK 8.49 when granted, estimated exercise price of NOK 8.27 for all 3 years, estimated volatility of 40.64 %, 46.54 % and 43.36 % based on the share prices over a period of 1, 2, and 3 years leading up to the issue date, respectively, risk-free interest rate of 2.29-2.64 %, and a term of 1, 2 and 3 years, respectively.

The cost is calculated based on the total of 2 175 000 options to be issued and will be accrued over the vesting period with deductions for the estimated number of forfeited options. In 2012, a total of NOK 1 225 908 were expensed for the option programme.

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NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

financial income

Interest received from group companies - - - 305 227 -

Interest income 1 107 1 037 928 467 20 58

Other financial income 1 612 6 733 4 441 168 2 192 1 276

Total other financial income 2 719 7 771 5 370 940 2 439 1 334

financial expences

Interest expenses 2 662 3 897 2 958 1 627 2 400 1 676

Other financial expenses 5 696 7 125 6 537 1 793 2 527 1 232

Total other financial expenses 8 358 11 021 9 496 3 420 4 926 2 908

cHapter 3: financial statements and notesNotes | Note 16-18

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

Cash and bank deposits 7 010 4 894 4 738 371 814 -

– of which restricted -5 077 -4 894 -4 738 -371 -814 -

Unrestricted cash and cash equivalents 1 934 - - - - -

Unutilised overdraft facilities 38 516 26 442 6 098 38 516 26 442 6 098

Unutilised other credit facilities 40 000 25 000 42 000 40 000 25 000 42 000

Cash reserve 78 516 51 442 48 098 78 516 51 442 48 098

The Data Respons group has established a corporate account system in which Data Respons ASA is the corporate account holder, while the other group companies are subaccount holders. The bank can set off any withdrawals or deposits against each other, so that the net position represents the balance between the bank and Data Respons ASA. As of December 31, 2012 the net position in the corporate account system was NOK -1.5 million. The overdraft limit for the corporate cash pool system is NOK 40 million, leaving NOK 38.5 million as available overdraft as of December 31, 2012. The Data Respons group also has available unutilised NOK 40 million in credit facilities as of December 31, 2012. The NOK 40 million credit facility is available to the company until March 10, 2016. The total unutilised cash reserve for the group at December 31, 2012 is NOK 78.5 million. Restricted cash consists of employees’ tax deductions. There are financial covenants which may restrict the use of the credit facilities. The equity-to-asset ratio should be minimum 40 % for the group. As of December 31, 2012 the ratio was 59 %. Furthermore, there is a covenant requirement linked to EBITDA where the net interest bearing debt divided by a 12 months rolling consolidated EBITDA should not exceed 3.0. As of December 31, 2012 there was no net interest bearing debt.

NOTE 16 FINANCIAL ITEMS

NOTE 17 CASH AND CASH EQUIVALENTS

NOK 1000GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010

Expenses related to premises and equipment 21 655 25 861 22 859 851 1 231 917

External services 6 893 9 928 5 518 2 525 3 208 2 141

Marketing expenses 5 402 6 449 6 383 829 1 308 643

Other operating expenses 28 240 32 289 30 953 5 210 6 290 4 770

Total 62 189 74 527 65 714 9 414 12 037 8 471

NOTE 18 OTHER OPERATING ExPENCES

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cHapter 3: financial statements and notesNotes | Note 19

The group’s activities expose it to a variety of financial risks, including price risk, interest rate risk, currency risk, credit risk and liquidity risk. Overall these risks are regarded as low. Risk management is performed by the group’s central finance department under the guidelines set out by the Board of Directors. The main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. There have been no significant changes in the group’s objectives, policies or processes for managing capital during the reporting period.

MaRKet pRice RisK As of December 31, 2012 all significant financial assets and liabilities are classified as loans or receivables under IAS 39, and their value is not subject to any market price risk.

cRedit RisKThe group’s exposure to non-payment of contractual obligations is reflected by outstanding trade receivables and accrued revenue specified in note 7. Identified default risks for individual customers are reflected in bad debt allowances. The group’s customers largely consist of large and medium-sized companies with good solvency, and the customer base is diversified into different vertical market segment. Neither of the group’s operating segments had any significant concentration of credit risk. Credit checks are performed on new customers. Historically, bad debt losses have been low, and although the current economic conditions will increase the risk of non-payment, the group does not expect to see any major increase in losses.

liqUidity RisK aNd capital MaNaGeMeNt The primary objective of the group’s capital management is to maintain a healthy capital ratio to support the group’s continued operations and potential expansion. The group will primarily finance the expansion through cash generated by the operational activities and equity. To cover temporary funding needs, the group has secured a credit facility of NOK 80 million. There are financial covenants which may restrict the use of the credit facilities, see note 17 for specifications regarding cash and credit facilities. The group has 45-90 days in credit terms from the main suppliers. Surplus cash holdings will be kept in interest-bearing bank accounts with reputable banks. As of December 31, 2012 the group has NOK 7.0 million in cash and no interest-bearing debt and consider the debt ratio as appropriate for the group.

cURReNcy RisKThe group has operations in five different countries with five different currencies and is as such exposed to currency fluctuations when translating into the group currency NOK. Exposure from individual subsidiaries varies according to the nature of their business. Consultancy operations abroad gene-rate a currency exposure for the group on the net profit only, as both revenue and expenses are in the same local currency. Hedging has been deemed unnecessary. For product sales the exposure is higher, as parts are purchased from different suppliers across the globe and predominately invoiced in USD or EUR. With most of our major customers, the group has entered into an agreement whereby material fluctuations in price of components due to currency, lead to a corresponding adjustment of the selling price. The group then achieves a natural hedge on a significant part of its embedded products and solutions sales. In instances where it is not possible to enter such an agreement with the customer, currency hedges on large deliveries of components will be considered.

iNteRest Rate RisKThe group primarily finances its operations and acquisitions through equity and cash generated from operational activities, and has no investments in long-term interest-bearing financial assets or interest bearing debt. Consequently the exposure to interest rate fluctuation is low and hedging is deemed unnecessary.

The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant:

nOK 1000 Increase/ decrease in basic points Effect on profit before tax

2012+100 -36

-100 36

2011+100 -192

-100 192

NOTE 19 FINANCIAL RISK MANAGEMENT

Oil pRice RisKThe oil services / maritime sector accounts for a substantial part of operating revenues in Norway. A substantial reduction in the oil price could result in lower demand in the Norwegian customer base.

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40 DATA RESPONS ASA | ANNUAL REPORT 2012

In February 2013, Data Respons ASA sold 25 % of the company’s shares in Sylog Sverige AB, decreasing its ownership and voting rights in the subsidiary from 100 % to 75 %. The shares were sold for SEK 9 million. At the time of the transaction, non-controlling interests of NOK 21 million were recognised in the group balance sheet. The transaction did not result in any changes to total assets in the group.

Furthermore, it has been decided to merge the two German subsidiaries Data Respons GmbH and Ipcas GmbH. Data Respons GmbH will be the acquiring company and the merger will be effective as of January 1, 2013. The merger will have no significant impact on the group financial statements.

cHapter 3: financial statements and notesNotes | Note 20-23

The group does not have significant costs related to R&D activities, and no intangible assets have been recognised in the balance sheet related to R&D activities in 2012.

Data Respons has two research projects that is approved as R&D projects covered by the SkatteFUNN scheme in accordance with Section 16-40 of the Taxation Act. NOK 176 993 has been recognised in the income statement as a reduction in payroll expenses and included in the balance sheet under other receivables. No other government grants have been awarded in 2012.

NOTE 20 RESEARCH AND DEVELOPMENT

NOTE 21 GOVERNMENT GRANTS

NOTE 22 EVENTS AFTER THE BALANCE SHEET DATE

NOTE 23 FINANCIAL ASSETS AND LIABILITIES

All significant financial assets are classified as loans and receivables and all significant financial liabilities are measured at amortised cost. The group does not hold significant financial assets or liabilities measured at fair value through profit or loss, held-to-maturity investments or available-for-sale financial assets.

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41DATA RESPONS ASA | ANNUAL REPORT 2012

cHapter 3: financial statements and notesAuditor’s report

AUDITOR’S REPORT

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42 DATA RESPONS ASA | ANNUAL REPORT 2012

wHy data respons?

� local engineering and project management experts at short notice

� access to data respons’ global operations

� independent partner

� future-oriented, competitive embedded technology

� over 25 years of experience

Being close to the customer is necessary in order to provide relevant skills, services and support as well as to develop long-term relationships.

“ Close partnership means that our customers get advice from local engineers and meet people who know their business.

A challenge for many companies is to meet the demands for faster product de-velopment and the implementation of new technology while maintaining a com-petitive cost structure.

PARTNERShIPSData Respons works closely with our customers, helping them make smart technology choices when a product or sys-tem needs to be upgraded or developed.

CLOSE TO ThE CUSTOMERData Respons works closely with our customers, helping them make smart technology choices when a product or sys-tem needs to be upgraded or developed.

COLLABORATIONA tight collaboration means that our custo-mers have are assured that the technology that is chosen is future-oriented, provides increased functionality and improves pro-fitability in the long run.

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43DATA RESPONS ASA | ANNUAL REPORT 2012

wHy data respons?

� More than 25 years’ experience in providing smarter solutions for many industrial sectors

� Cutting-edge expertise through 450 highly skilled engineers

� Long-term relationships with world-leading companies

� Over 1,000 successful develop-ment projects

� Delivers innovation, faster time to market, cost improvements and quality“ Servicing a diverse range of customers requires indepth

industry knowledge and an understanding of the con-ditions and markets our customers deal with.

Data Respons has been delivering products, consultancy services and embedded solutions to world-leading companies for over 25 years, giving us an understanding of different market sectors and a breadth of expertise that few can match.

Customers in different industries are cha-racterised by individual requirements and needs. Based on our experience in major industry sectors, Data Respons under-stands that each product, service or soluti-on delivered must take into consideration customer-specific conditions and make necessary adaptations in order to meet customer needs and expectations.

CUSTOMER REqUIREMENTS Customers in different industries are cha-racterised by individual requirements and needs. Based on our experience in major industry sectors, Data Respons under-stands that each product, service or soluti-on delivered must take into consideration customer-specific conditions and make necessary adaptations in order to meet customer needs and expectations.

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GROUP hqData Respons ASASandviksveien 26NO-1363 Høvik, NorwayTel.: +47 67 11 20 [email protected]

DENMARKData Respons A/SSmedeholm 10DK-2730 HerlevTel.: +45 88 32 75 [email protected]

NORWAYData Respons Norge ASSandviksveien 26NO-1363 HøvikTel.: +47 67 11 20 [email protected]

GERMANYData Respons GmbHAmalienbadstr. 41, Bau 53DE-76227 KarlsruheTel.: +49 721 480 887 [email protected]

TAIWANData Respons ASA18F-6 NO. 738, Chung-Cheng Road, Chung-Ho, New TaipeiTel.: +886 2 8226 2150

SWEDENData Respons ABJan Stenbecks Torg 17, IIISE-164 40 KistaTel.: +46 8 501 688 [email protected]

main offices

ChINAData Respons ASA300 Fang Chun Rd.Zhangjiang Hi-Tech ParkPudong New Area, Shanghai, Tel.: +86 21 51 32 89 88

a smarter solution starts from inside

www.datarespons.com