ANNUAL REPORT 2013 - Data Respons€¦ · was NOK 291 million, which gives an equity ratio of 61 %....

2013

ANNUALREPORT

2 DATA RESPONS ASA | ANNUAL REPORT 2013

3DATA RESPONS ASA | ANNUAL REPORT 2013

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

10 INVESTOR INFORMATION 11 Key figures

13 FINANCIAL STATEMENTS AND NOTES14 Income statement15 Statement of comprehensive income16 Statement of financial position18 Statement on changes in equity20 Statement of cash flows22 Notes47 Auditor’s report

ESTABLISHED: 1986.

VISION: A smarter solution starts from inside.

OFFFICES: Denmark (1), Germany (2), Norway (7), Sweden (4) & 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: 367KEY

FA

CTS

FINANCIAL CALENDAR11.04.14 Presentation of Q1 201424.04.14 Annual General Meeting10.07.14 Presentation of Q2 201417.10.14 Presentation of Q3 201430.01.15 Presentation of Q4 2014

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, automation, oil services, maritime, transportation, cleantech and telecoms.

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 Erics-son, Saab, Cisco, FMC Technologies, Bombardier, Aker Solu-tions, Kongsberg Group, Schlumberger, Statoil, Rolls Royce, Laerdal Medical, National Oilwell Varco, ABB and Hexagon.


EBITDA (NOK million)

REVENUE (NOK million)

ORDER INTAKE (NOK million)

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Focused efforts on the company’s key markets and a more efficient organisation improved prof-itability in 2013.

statement on the annualfinancial statementsIn accordance with the Norwegian Accounting Act § 3.3a the board confirms that the company fulfil the requirements necessary to operate as a going concern, and the 2013 financial state-ments have been prepared on the basis of this assumption.

As a publicly listed company, Data Respons ASA prepared the consolidated financial statements for the Data Respons group for the financial year 2013 in accordance with IFRS (International Fi-nancial Reporting Standards) as adopted by the European Union.

income statementThe report includes comparisons with figures for the same period in 2012 (in parenthesis).

Operating revenue was NOK (800.5) million (844.1), a decrease of 5 %. EBITDA was NOK 50.1 million (35.3). EBIT was NOK 46.2 mil-lion (30.7). Profit before tax was NOK 44.1 million (25.2). Cash flow from operations

in 2013 was NOK 51.8 million (31.9). The order intake during 2013 totalled NOK 819 million (843), and the order backlog was NOK 626 million (613).

The company’s profitability showed strong improvement during 2013. Data Respons is more focused on its core business, and has be-come a more cost effective organisation. Both business segments showed positive develop-ment in profitability. The primary reasons are record high products & solutions deliveries, good overall utilisation in services and contin-ued performance on cost reduction.

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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BOARD OF DIRECTORS’ REPORT

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balance sheet, liquidity & cash flowThe group’s total assets at the end of the fourth quarter were NOK 478 million. Equity was NOK 291 million, which gives an equity ratio of 61 %.

Current assets amounted to NOK 291 million and current liabilities were NOK 178 million. At December 31, 2013, the non-current as-sets amounted to NOK 187 million, whereof deferred tax assets were NOK 2 million and intangible assets (goodwill) amounted to NOK 175 million.

The group’s cash flow from operations was NOK 51.8 million. The cash balance as of December 31, 2013 amounted to NOK 44.1 million, of which NOK 13.3 million was re-stricted. The group had no interest-bearing debt and consider the debt ratio as appropri-ate for the group. The parent company has unused credit facilities of NOK 80 million, and further information 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 solutions provider for the industrial market in Europe. Embedded solutions can be described as the brains of a machine, system or industrial end product. Data Respons supplies embedded solutions to leading OEM companies, system integrators and vertical product suppliers in a range of vertical markets such as Telecom, Medical, Transportation, Defence and Oil Ser-vices/ Maritime and Automation.

Data Respons ASA is listed on the Oslo Stock Exchange (Ticker: DAT), and is part of the in-formation technology index. The company has offices in Norway, Sweden, Denmark, Germany and Taiwan.

business segments

products and solutionsOperating revenue in 2013 was NOK 441.6 million (444.6). EBITDA was NOK 33.9 mil-lion (31.9). The order intake in 2013 totalled NOK 454 million (467). The order backlog ended on NOK 515 million (503).

The company experienced high activity levels for products & solutions, resulting in increased profitability and high order intake. During 2013, Data Respons has been awarded large contracts from customers within its key mar-kets. The company expects the positive de-velopment to continue and has a solid order back log of over NOK half a billion within the products & solutions business segment.

The long term profitability is expected to im-prove based on a more cost-effective and fo-cused business model. This includes strategic relationships with customers in our main mar-kets, a stronger coordination of the Nordic operations and the transferral of tasks to our Asian organisation and global partners. Fluc-tuations in revenue and profitability between periods must be expected in the products & solutions business segment.

The company’s long-term strategy to strength-en total solution 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 has a solid order backlog going forward. Solution deliv-eries secure long-term and strategically im-portant customer relationships and provide a significant potential for future growth.

The profitability continued to improve during 2013 and the company expects this development to continue.


KEY FIGURES

NOK million 2013 2012Operating revenue 800.5 844.1EBITDA 50.1 35.3Order backlog 626 613Order intake 819 843Employees 367 394

ORDER BACKLOG (NOK million)

2009 20100

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700

2011 2012 2013

NUMBER OF EMPLOYEES

2009 20100

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2011 2012 2013

“REVENUE BY COUNTRY

3%

43%46%

8%

Denmark

Norway

Sweden

Germany

REVENUE BY INDUSTRY

Telecom

Transportation

Other industriesMedical

Defence

AutomationOil Services/Maritime

28%

18%13%

15%

6%

16%

4%


Data Respons had a strong cashflow from operations in 2013 and the board proposes a dividend of NOK 1.00 per share.

servicesOperating revenue in 2013 was NOK 363.0 million (408.5). EBITDA was NOK 25.1 mil-lion (12.5). The order intake in 2013 totalled NOK 365 million (376). The order backlog ended on NOK 111 million (109).

The planned downsizing of non-strategic ar-eas has impacted revenue in services in 2013. For the continued operations the company has experienced good demand from custom-ers during the year. The services segment showed positive development in profitability due to improved overall utilisation, a good market position and concentration on core market regions.

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 more than 25 years of ex-perience has given the company relevant ver-tical competence within these markets. Data Respons’ customer list includes world-leading companies like Ericsson, Saab, Cisco, FMC Technologies, Bombardier, Aker Solutions, Kongsberg Group, Schlumberger, Statoil, National Oilwell Varco, Rolls Royce, Laerdal Medical, ABB and Hexagon.

Data Respons has a strong and well distrib-uted customer list. The number of large-scale customers increased during 2013 and the company expects this trend to continue going forward. The weak economy in Europe had some impact in 2013, but for Data Respons the market development is positive for most of our major vertical markets.

Based on feedback from our customers, part-ners and the market in general, the company expects increasing need for advanced com-munication solutions, more integrated sys-tems and increasing use of consumer-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 competence and experience.

Main markets like Telecom, Defence, Trans-portation and Oil Services/Maritime account for 75 % of the company’s total revenue. Data Respons’ strong competence and complete value chain in delivering services and prod-ucts and solutions for extreme and special environmental conditions, make the company an attractive partner for these segments.

geographic regionsData Respons is located in Norway, Sweden, Denmark, Germany and Taiwan. Our business model is based on close cooperation and un-derstanding our customer’s business needs. To facilitate a close cooperation, Data Respons be-lieves in having regional offices with competent engineering 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 46 % of the group’s fourth quarter revenue, attribut-able to a strong development in sectors such as Oil Services/Maritime, Telecom, Medical and Defence.

Sweden accounts for 43 % of the revenue and experienced positive development in revenue and profitability during 2013, even though the overall economic conditions still are weak. The company has built a strong position in several vertical markets (Transportation, Tel-ecom, Defence and Industry) in Sweden, with increased ability to win new embedded solution contracts with large customers. The company’s services operations have frame agreements with more than 20 large industrial companies in Sweden.

Denmark and Germany represents respective-ly 3 % and 8 % of the 2013 revenue.

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

organisation and work forceAt the close of 2013, the group had 367 em-ployees working at 15 offices in Norway (140),


BACKLOG BY SEGMENT

82%

18%

“REVENUE BY SEGMENT

55%45%

Services

Products &Solutions

REVENUE BY REPORTING SEGMENT

EMPLOYEES BY COUNTRY

2%

38%

44%

12%

Denmark

Norway

Sweden

Germany

EMPLOYEES BY SEGMENT

37%

63%

Services

Products &Solutions

Services

Products &Solutions

NOK million 2013 2012

Products/Solutions 441.6 444.6

Services 363.0 408.5

Eliminations -4.1 -9.0

Group 800.5 844.1


Sweden (161), Denmark (8), Germany (45) and Taiwan (13). The average number of em-ployees at the parent company was 5. The av-erage number of employees in the group was 368, and there were 64 female employees in the group at the end of the year, of which 14 in top or middle management. Equal pay for work of equal value, regardless of gender, is emphasised 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 Norwegian Code of Practice for Corporate Governance. The Board of Directors states that Data Re-spons has been in compliance with the code throughout 2013. The Board of Directors’ re-port 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.

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 comprises 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.

Proposals from the Nomination Commit-tee are justified, and the proposals from the

Nomination Committee are made available on the company’s website along with the invita-tion to the AGM. The current members of the Nomination Committee are Haakon Sæter, Andreas B. Lorentzen and Narve Reiten.

In addition, the company has an Election Board for the election of employee rep-resentatives 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 shares in the company. Page 9 of the annual report provides a detailed description of the individual members’ backgrounds, qualifica-tions 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 ex-ternal auditors participate in several meetings of the Audit Committee.

In carrying out its responsibilities, the Audit Committee should ensure that the corporate accounting and reporting practices of the com-

pany are in accordance with all legal require-ments 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.

work of the boardIn 2013 there were 6 directors on the board, 4 of whom were elected by the general meet-ing and 2 of whom were elected by the em-ployees. In 2013 the board held a total of 10 meetings. The work of the board is governed by detailed rules of procedure. The board has an annual programme of work including specific topics and fixed items such as the ap-proval of the annual financial statements, in-terim financial statements and budgets.

The board is also responsible for overall strat-egy and for setting long-term goals, as well as important decisions about acquisitions, establishment of new operations and major investments. In 2013 there were 3 men and 3 women on the board.

internal controlThe Board of Directors evaluate, at least an-nually, the company’s most significant risks and the related internal control measures in place. The Board of Directors oversees and evaluates the company’s internal control and risk management functions related to financial reporting. The management is responsible for establishing and maintaining adequate inter-nal control of financial reporting.

The objective of the internal control of fi-nancial reporting is to provide reasonable assurance regarding the reliability of finan-cial reporting and the preparation of Data Respons’ financial statements for external reporting purposes in accordance with Inter-national Financial Reporting Standards. The effectiveness of internal control of financial reporting is evaluated annually by the Board of Directors. As part of the audit of the finan-



cial 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: www.datarespons.com/csr

The CSR policies are in accordance with UN Global Compact Principles and cover govern-ance and integrity management, anti-corrup-tion policies, environmental protection, human rights and labour standards. CSR is an important focus for Data Respons, and several aspects of our CSR policy have been strengthened both in internal operations and through the company’s interactions with external stakeholders.

Among our internal initiatives, CSR policies and procedures are integrated into the internal audit procedures, CSR training has been made manda-tory for new employees and the level of knowl-edge concerning company CSR policies has been implemented as a standard in the annual employee survey. Furthermore, a whistleblower regime that secures a potential whistleblower’s complete anonymity has been implemented and made available for all employees.

For external stakeholders, Data Respons has taken a clear position to cooperate with cus-tomers and give sincere answers to surveys and requests regarding CSR, Green Compliance and Conflict Minerals. With regards to suppliers, we have included UN Global Compact 10 prin-ciples in contracts with our major partners. The Global Compact principles cover areas such as human rights, labour rights, the environment and anti-corruption. In 2013, we also reached agreements with our major partners to get full support on tracking conflict minerals.

We believe that measures undertaken through-out the year has significantly raised the aware-ness and knowledge of CSR policies within the firm, as well as contributed to our major part-ners taking important steps in securing a respon-

sible complete value chain. We are continuously striving for a closer integration of CSR policies into our strategy, day-to-day operations and in contact with stakeholders. Going forward, we expect improvements and have several actions planned for the immediate future.

Among other initiatives, we will implement a combined ISO 14001 and CSR audit at our major partners from 2014 onwards. We will expand our contractual requirements with suppliers to include Green Compliance stand-ards such as RoHS2 (restriction of hazardous substances in electronic material) and REACH (registration, evaluation, authorisation and re-striction of chemicals). We will also increase our scope to cooperate with all suppliers by including questions on CSR policies and ac-tions in our supplier surveys. We will continue to place demands on our suppliers and moni-tor their progress, and we are certain that our actions and demands will ensure a continued responsible value chain in the future.

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 2.6 %, 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 continuously. Employees and management have a constructive collaboration, which has a positive impact on our operations.

allocation of the result for the yearData Respons ASA reported a profit before tax of NOK 42.5 million (22.4) in 2013. The net profit for the year was NOK 32.2 million (15.3) and total comprehensive income was NOK 31.7 million (15.7).

The Board of Directors proposes a dividend payment of NOK 1.00 per share, in total NOK 48.4 million. Taking the proposed dividend into consideration, NOK 16.7 will be trans-ferred from other equity. Before distribution of dividends, the parent company had equity of NOK 310.7 million at December 31, 2013.

The equity in the company accounts for 97 % of total assets and is considered adequate based on the extent and risk of the company’s operations.

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 po-sitioned 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.

Although the market conditions are mixed, the main outlook from most of our global custom-ers is improving. The company is monitoring the development thoroughly and will carry out operational adjustments in case the situation should change.

Profitable growth, positive operational cash flow and a strengthened position in key markets is Data Respons’ main focus. The company’s growth, cash flow and profitability levels can fluctuate between reporting periods. Based on the current demand from our customers, a more focused organisation and a strong order backlog, the company expects improved profitability and positive cash flow from operations going forward.

declaration on the financial statementsWe confirm that the financial statements for the year 2013, 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.


THE BOARD OF DIRECTORS OF DATA RESPONS ASAHøvik, March 19, 2014

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


OLE JØRGEN FREDRIKSEN CHAIRMAN OF THE BOARD

Number of shares/options: 225 544/0

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-istration (NHH), and has held various key management positions within the comput-er industry. He is an independent advisor with broad experience from 10 different Board positions in stock listed companies. Fredriksen was co-founder, CEO and Pres-ident of ASK ASA for 15 years.

KATHRYN MOORE BAKER MEMBER OF THE BOARD

Number of shares/options: 0/0

Baker (born 1964) was elected to the Board in April 2011. She is a partner at Reiten & Co and has over 25 years of ex-perience in strategy, finance and company development. Ms. Baker has a BEcon from Wellesley College and an MBA from the Amos Tuck School at Dartmouth College. She has extensive board experience from companies such as SafeRoad, BW Gas, Bertel O. Steen Invest and EuroProcessing International.

ERIK LANGAKERMEMBER OF THE BOARD


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. Langaker has founded/co-founded more than 10 technology companies. He has extensive board experience from companies such as StormGeo Group, GeoKnowledge and Viken Fibernett.

JARL GUNTVEIT EMPLOYEE REPRESENTATIVE


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/options: 0/0

Grübb-Weinberg (born 1955) was elected as an employee representative in April 2010. She holds a degree in social stud-ies from Stockholm University and has broad experience from various technol-ogy-based companies. Grübb-Weinberg has worked in Data Respons since 2006 and is currently Account Manager at the Stockholm office.

ULLA-BRITT FRÄJDIN-HELLQVIST MEMBER OF THE BOARD


Fräjdin-Hellqvist (born 1954) was elected to the Board in November 2011. She holds a MSc in Engineering Physics from Chalmers and has held leading positions at Volvo Cars and the Swedish Confederation of Enterprise She has extensive board experience and is currenly Chairman of the Board at Kongs-berg Automotive and SinterCast, board member at several public, private and state owned companies. Fräjdin-Hellqvist works as an independent contractor and partner.

CHAPTER 1: BOARD OF DIRECTORS’ REPORTThe Board of Directors


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 2013 2012Number of transactions 751 397 Average number of transactions per day 3 2 Number of shares traded (million) 8.3 3.3

SHAREHOLDER STRUCTURE 2013 2012Number of shareholders 872 820 Foreign ownership 1.5 % 2.1 %Number of shares owned by Data Respons ASA - - Number of shares outstanding (million) 48.4 48.3

ANALYST COVERAGE

SHARE PRICE PERFORMANCE

FINANCIAL CALENDAR 2014

11.04.14 Presentation of Q1 1424.04.14 Annual General Meeting10.07.14 Presentation of Q2 1417.10.14 Presentation of Q3 1430.01.15 Presentation of Q4 14

SHARE INFORMATION 2013 2012Highest price (NOK) 9.30 7.55 Lowest price (NOK) 5.50 4.50

Price at year end (NOK) 8.00 5.71 Market value (NOK million) 387.3 275.7 Dividend per share 1.00 0.25

ABG SUNDAL COLLIERAleksander [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


NOK 1 000 2013 2012 2011 2010 2009

income statementOperating revenue 800 489 844 137 849 885 706 807 726 142

Operating expenses 750 387 808 795 836 443 703 498 746 749

EBITDA 50 102 35 342 13 440 3 309 -20 607

Depreciation and amortisation 3 866 4 596 5 325 6 893 8 243

Impairment of goodwill - - 87 316 - 58 979

Operating profit/loss 46 236 30 746 -79 201 -3 584 -87 828

Profit/loss before tax and non-controlling interest 44 062 25 157 -82 451 -7 711 -90 941

Net profit/loss after tax 31 685 12 804 -92 597 -11 167 -84 665

balanceTotal assets 477 680 428 455 443 692 542 706 508 251

Equity 291 218 255 330 243 057 334 587 330 476

Cash and cash equivalents 44 143 7 010 4 894 4 738 27 072

key figuresRevenue growth -5.2 % -0.7 % 20.2 % -2.7 % -11.3 %

Gross margin 47.4 % 48.4 % 50.6 % 55.8 % 53.8 %

EBITDA margin 6.3 % 4.2 % 1.6 % 0.5 % -2.8 %

EBIT margin 5.8 % 3.6 % -9.3 % -0.5 % -12.1 %

Net profit margin 4.0 % 1.5 % -10.9 % -1.6 % -11.7 %

Cash flow from operations 51 762 31 904 1 773 -22 645 3 828

Return on equity 11.6 % 5.1 % -32.1 % -3.4 % -23.0 %

Return on total assets 10.2 % 7.1 % -16.1 % -0.7 % -14.7 %

Liquidity ratio 163.4 % 150.5 % 132.9 % 128.0 % 131.4 %

Equity ratio 61.0 % 59.6 % 54.8 % 61.7 % 65.0 %

Working capital 68 752 78 492 59 291 50 818 25 055

key figures for sharesEarnings per share (EPS), basic (NOK) 0.61 0.27 -1.92 -0.23 -1.91

Cash flow per share from operations (NOK) 1.07 0.66 0.04 -0.47 0.09

Dividend per share (NOK) 1.00 0.25 - - -

Book equity per share (NOK) 6.01 5.29 5.03 6.93 7.06

Number of shares as of December 31 48 416 794 48 284 794 48 284 794 48 284 794 46 833 076

Average number of shares 48 330 261 48 284 794 48 284 794 47 799 562 44 355 585

Average number share transactions per day 3 2 2 4 4

Share price as of December 31 (NOK) 8.00 5.71 5.45 11.05 8.90

Market capitalisation (NOK million) 387.3 275.7 263.2 533.5 416.8

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


CHAPTER 2: INVESTOR INFORMATIONKey figures

GROUP

SERVICES

OPERATING REVENUE (NOK million)KEY FIGURESREVENUE

45%


Operating revenue 363.0 408.5EBITDA 25.1 12.5Order backlog 111 109

Employees 228 271 20102009 20110

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200

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400

500

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2009 20100

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600

800

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OPERATING REVENUE (NOK million)KEY FIGURESREVENUE BY SEGMENT

55%45%



Employees 367 394

PRODUCTS AND SOLUTIONS

OPERATING REVENUE (NOK million)KEY FIGURES

2009 20110

100

200

300

400

500

2010 2012 2013



Employees 139 123

REVENUE

55%

Services

Products &Solutions

“


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.


“ Data Respons’ financial statements for the year 2013 have been prepared in accordance with International Financial Reporting Standards (IFRS).

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESIncome statement

*Restated GROUP DATA RESPONS ASA

NOK 1000 Note 2013 2012 2011 2013 2012 2011

Sales revenue 2 800 489 844 137 849 885 7 968 10 985 21 738

Operating revenue 800 489 844 137 849 885 7 968 10 985 21 738

Cost of goods sold 421 436 435 453 419 563 - - -

Payroll expenses 10,15 272 241 311 153 342 354 8 691 10 580 22 663

Depreciation and amortisation 3 3 866 4 596 5 325 851 816 1 028

Impairment of goodwill 3 - - 87 316 - - -

Other operating expenses 3,18 56 710 62 189 74 527 8 199 9 414 12 037

Operating profit/loss 46 236 30 746 -79 201 -9 772 -9 825 -13 989

Group contribution and dividends from subsidiaries - - - 57 325 36 323 21 676

Other financial income 16,19 6 917 2 719 7 771 5 284 940 2 439

Impairment of shares in subsidiaries 3,4 - - - -6 015 -1 580 -142 871

Other financial expenses 16,19 -9 386 -8 358 -11 021 -3 816 -3 420 -4 926

Share of profit of associates 4 294 50 - -463 - -

Profit/loss before tax 44 062 25 157 -82 451 42 543 22 438 -137 671

Income tax expense 11 -12 377 -12 353 -10 146 -10 354 -7 114 -1 834

Profit/loss for the year 31 685 12 804 -92 597 32 188 15 323 -139 505

profit attributable to

- Equity holders of the company 29 399 12 804 -92 597

- Non-controlling interest 2 286 - -

Earnings per share, basic (NOK) 9 0.61 0.27 -1.92

Earnings per share, diluted (NOK) 9 0.61 0.26 -1.92

INCOME STATEMENT

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. No items in the consolidated income statement have been significantly affected by the change. See Note 1 for further information.


* RestatedGROUP DATA RESPONS ASA

NOK 1000 Note 2013 2012 2011 2013 2012 2011

Profit for the year 31 685 12 804 -92 597 32 188 15 323 -139 505

other comprehensive income

Items that may subsequently be reclassified to profit or loss

Currency translation differences 11 256 -3 065 -839

Items that will not be reclassified to profit or loss

Currency translation differences on non-controlling interests

2 058 - -

Actuarial gains and losses on defined benefit plans 10 -728 1 818 683 -745 548 214

Tax on actuarial losses 11 206 -509 -191 208 -153 -60

Other comprehensive income 12 792 - 1 757 -338 -536 394 154

Total comprehensive income 44 477 11 047 -92 944 31 652 15 718 -139 352

comprehensive income attributable to

- Equity holders of the company 40 133 11 047 -92 944

- Non-controlling interest 4 344 - -

STATEMENT OF COMPRENSIVE INCOME

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of comprehensive income

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. In the statement of comprehensive income, actuarial gains and losses and the related tax expense have been restated. See Notes 1, 10 and 11 for further information.


NOK 1000 Note 2011 2010 2009 2011 2010 2009

* Restated

GROUP DATA RESPONS ASAASSETS

NOK 1000 Note 31.12.2013 31.12.2012 01.01.2012 31.12.2013 31.12.2012 01.01.2012

non-current assetsIntangible assets 3,5 175 077 152 997 155 087 - - -

Machinery and equipment 3,13 6 191 7 658 9 637 1 262 1 677 2 083

Shares in subsidiaries 4 - - - 285 911 291 845 293 425

Investments in associates 4 2 304 551 - 858 - -

Pension funds 10 844 - - - - -

Other non-current assets 4 827 1 113 34 687 - -

Deferred tax assets 11 1 564 10 595 19 869 10 819 20 965 28 233

Total non-current assets 186 807 172 914 184 627 299 538 314 487 323 741

current assetsInventories 6,13 56 572 54 912 58 999 - - -

Trade receivables 7,8,13 177 094 175 130 166 891 - 1 111 1 868

Other current receivables 7,8 13 064 18 245 28 282 1 915 6 557 13 738

Current financial assets - 244 - - - -

Cash and cash equivalents 17 44 143 7 010 4 894 19 773 371 814

Total current assets 290 873 255 541 259 064 21 688 8 038 16 420

Total assets 477 680 428 455 443 692 321 226 322 526 340 160

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of financial position

STATEMENT OF FINANCIAL POSITION

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. In the statement of financial position, pension liabilities have been restated, with corresponding effects on deferred tax assets and equity. See Notes 1, 10 and 11 for further information.


NoteGROUP DATA RESPONS ASA

EQUITY AND LIABILITIES

NOK 1000 Note 31.12.2013 31.12.2012 01.01.2012 31.12.2013 31.12.2012 01.01.2012

equityIssued capital 9 24 208 24 142 24 142 24 208 24 142 24 142

Share premium 169 420 168 778 325 496 169 420 168 778 325 496

Retained earnings 78 157 62 410 -106 582 117 071 96 930 -76 731

Equity attributable to equity holders of the company 271 785 255 330 243 057 310 699 289 851 272 907

Non-controlling interests 19 433 - - - - -

Total equity 291 218 255 330 243 057 310 699 289 851 272 907

liabilitiesnon-current liabilities

Deferred tax liabilities 11 1 623 1 522 1 023 - - -

Pension liabilities 10 41 1 808 4 732 41 -520 608

Other non-current liabilities 5,13 6 821 - - - - -

Total non-current liabilities 8 484 3 330 5 755 41 -520 608

current liabilities

Interest-bearing loans and borrowings 13,17 - - 24 083 - 26 266 58 060

Trade payables 87 231 88 391 85 304 951 2 151 2 812

Income tax payable 11 2 190 1 652 0 - - -

Public duties payable 28 914 28 356 29 858 334 348 1 168

Current financial liabilities - 291 - - 291 -

Other current liabilities 8,12 59 642 51 104 55 636 9 202 4 138 4 605

Total current liabilities 177 978 169 795 194 880 10 487 33 195 66 645

Total liabilities 186 462 173 125 200 635 10 527 32 675 67 253

Total equity and liabilities 477 680 428 455 443 692 321 226 322 526 340 160

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of financial position

THE BOARD OF DIRECTORS OF DATA RESPONS ASA

Høvik, March 19, 2014

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

STATEMENT OF FINANCIAL POSITION* Restated

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. In the statement of financial position, pension liabilities have been restated, with corresponding effects on deferred tax assets and equity. See Notes 1, 10 and 11 for further information.


GROUPattributable to equity holders of the company

Non- contr. Interest

Total Equity

NOK 1000Note

Issuedcapital

Share premium

Treasuryshares

Translationdifferences

Other equity Total

Equity as of January 1, 2011 24 142 325 496 - -152 -14 710 334 776 - 334 776

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

Other comprehensive income for the year - - - -839 492 -347 - -347

Total comprehensive income for the year - - - -839 -92 105 -92 944 - -92 944

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

Equity as of December 31, 2011 24 142 325 496 - -992 -105 590 243 057 - 243 057

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

Other comprehensive income for the year - - - -3 065 1 309 -1 757 - -1 757

Total comprehensive income for the year - - - -3 065 14 113 11 047 - 11 047

Employee share option sheme 15 - - - - 1 226 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 66 466 255 330 - 255 330

Profit for the year - - - - 29 399 29 399 2 286 31 685

Other comprehensive income for the year - - - 11 256 -522 10 734 2 058 12 792

Total comprehensive income for the year - - - 11 256 28 877 40 133 4 344 44 477

Changes in non-controlling interests - - - -346 - 11 701 -12 047 19 825 7 778

Dividends - - - - -12 898 -12 898 -4 736 -17 634

Employee share option scheme 15 - - - - 560 560 - 560

Issue of share capital 9 66 642 - - - 708 - 708

Equity as of December 31, 2013 24 208 169 420 - 6 853 71 304 271 785 19 433 291 218

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of changes in equity

STATEMENT OF CHANGES IN EQUITY

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. Equity effects of the changes are provided in Note 1.

* Restated


DATA RESPONS ASATotal

Equity

NOK 1000Note

Issuedcapital

Share premium

Treasuryshares

Other equity

Equity as of January 1, 2011 24 142 325 496 - 61 395 411 033

Profit for the year - - - -139 505 -139 505

Other comprehensive income for the year - - - 154 154

Total comprehensive income for the year - - - -139 352 -139 352

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

Equity as of December 31, 2011 24 142 325 496 - -76 731 272 907

Profit for the year - - 15 323 15 323

Other comprehensive income for the year - - - 394 394

Total comprehensive income for the year - - - 15 718 15 718

Employee share option scheme 15 - - - 1 226 1 226

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

Equity as of December 31, 2012 24 142 168 778 - 96 930 289 851

Profit for the year - - - 32 188 32 188

Other comprehensive income for the year - - - -536 -536

Total comprehensive income for the year - - - 31 652 31 652

Dividends - - - -12 071 -12 071

Employee share option scheme 15 - - - 560 560

Issue of share capital 9 66 642 - - 708

Equity as of December 31, 2013 24 208 169 420 - 117 071 310 699

STATEMENT OF CHANGES IN EQUITY

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of changes in equity

* Due to changes in accounting principles (IAS19R), comparative figures for 2011 and 2012 have been restated. Equity effects of the changes are provided in Note 1.

* Restated


GROUP DATA RESPONS ASA

NOK 1000 Note 2013 2012 2011 2013 2012 2011

cash flow from operating activitiesProfit before income tax 44 062 25 157 -82 451 42 543 22 438 -137 671

Depreciation and amortisation 3 3 866 4 596 5 325 851 816 1 028

Impairment of goodwill 3 - - 87 316 - - -

Employee share option scheme 15 560 1 226 1 226 560 1 226 1 226

Finance cost - net 2 469 5 639 3 250 -52 778 -32 263 123 682

Share of profit from associates -294 -50 - 463 - -

Changes in working capital:

- Inventories -390 3 418 3 664 - - -

- Trade receivables 16 064 -11 243 -6 854 1 111 757 -1 546

- Trade payables -9 192 4 971 11 641 -1 200 -661 1 074

- Provisions for pensions 10 -834 -1 107 550 -184 -581 112

- Other accruals -855 668 -21 400 -1 257 -1 995 219

Income tax paid -3 694 -1 371 -494 - - -

Net cash flow from operating activities 51 762 31 904 1 773 -9 892 -10 262 -11 877

cash flow from investing activitiesAcquisition of subsidiaries, net of cash acquired 5 -3 310 - -3 557 - - -

Loss of control in subsidiaries 4 -1 106 - - - - -

Dividends from subsidiaries - - - 13 421 - -

Group contributions received - - - 43 904 36 323 21 676

Purchase of machinery and equipment 3 -2 181 -2 847 -3 337 -436 -461 -355

Interest received 16 2 013 1 107 1 037 1 613 772 247

Purchase of financial assets 4 - - - -9 422 - -4 363

Proceeds from sale of financial assets 4 - - - 7 778 - -

Payments regarding loans to subsidiaries 8 - - - 11 677 6 550 -12 759

Other investing activities 1 148 -1 529 - - 57 -

Net cash flow from investing activities -3 436 -3 268 -5 856 68 535 43 241 4 445

cash flow from financing activitiesNet change in overdraft facilities 17 - -24 083 8 132 -26 266 -31 794 10 672

Proceeds from issue of shares 9 708 - - 708 - -

Interest paid 16 -2 494 -2 437 -3 893 -1 612 -1 627 -2 428

Dividends paid to equity holders of the company -12 071 - - -12 071 - -

Dividends paid to non-controlling interests -4 442 - - - - -

Proceeds from sale of interest in a subsidiary 4 7 778 - - - - -

Net cash flow from financing activities -10 522 -26 520 4 239 -39 241 -33 421 8 245

Net change in cash and cash equivalents 37 804 2 117 155 19 402 -442 813

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

Exchange gains/losses on cash and cash equivalents -671 - - - - -

Cash and cash equivalents at the end of the period 17 44 143 7 010 4 894 19 773 371 813

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESStatement of cash flows

STATEMENT OF CASH FLOWS


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 PRINCIPLESData Respons’s consolidated financial statements and the company fi-nancial statements of Data Respons ASA for 2013 have been prepared in accordance with International Financial Reporting Standards (IFRSs) and the interpretations set out by the International Accounting Standards Board, as approved by the European Union. The financial statements are based on the historical cost principle with the exception of financial de-rivatives. 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 have been adopted by the group for the first time for the financial year beginning on or after January 1, 2013 and have a material impact on the group:

� IFRS 13 Fair Value Measurement � IAS 1 Financial Statement Presentation (amendment) � IAS 19 Employee Benefits (amendment)

IFRS 13 Fair Value Measurement aims to improve consistency and reduce complexity by providing a precise definition of fair value and a single source of fair value measurement and disclosure requirements for use across IFRSs. The requirements, which are largely aligned between IFRSs and US GAAP, do not extend the use of fair value accounting but

provide guidance on how it should be applied where its use is already required or permitted by other standards within IFRSs. The change has not had a significant impact on the group financial statements in 2013.

The amendment to IAS 1 Financial Statement Presentation relates to other comprehensive income. The main change resulting from these amendments is a requirement for entities to group items presented in ‘other comprehensive income’ (OCI) on the basis of whether they are potentially reclassifiable to profit or loss subsequently to the reporting period.

IAS 19 Employee Benefits (IAS19R) was revised in June 2011and ef-fective from 2013. The changes on the group’s accounting policies has been as follows: to immediately recognise all past service costs; and to replace interest cost and expected return on plan assets with a net inter-est amount that is calculated by applying the discount rate to the net defined benefit liability (asset).

Comparative figures for 2011 and 2012 have been restated to reflect the change in accounting principles. The effect on group accounts has been to reduce the pension liabilities by NOK 0.9 million in 2011 and NOK 2.8 million in 2012. Remeasurement gains of NOK 0.7 million for 2011 and NOK 1.8 million for 2012 have been recognised in other comprehensive income.

Effects on equity, payroll expense in the income statement and other comprehensive income are shown in the table below. Refer to Note 10 and Note 11 for details on effects on pension liabilities and deferred tax arising from the change in accounting principles.

NOTE 1 ACCOUNTING PRINCIPLES


NOK 1000 2012 2011 2012 2011

EFFECT OF CHANGES IN ACCOUNTING PRINCIPLESEquity as of December 31, reported 253 341 242 376 289 470 272 920

Effect of change in accounting principle previous periods 680 189 -13 -167

Effect of change in accounting principle (income statement) - - - -

Effect of change in accounting principle (OCI) 1 309 492 394 154

Equity as of December 31, restated 255 330 243 057 289 851 272 907

CHAPTER 3: FINANCIAL STATEMENTS AND NOTESNotes | Note 1



new standards and interpretations not yet adoptedA number of new standards and amendments to standards and interpre-tations are effective for annual periods beginning after January 1, 2013 and have not been applied in preparing these consolidated financial statement. None of these is expected to have a significant effect on the consolidated financial statements of the group.

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) (75 %) � Professional Finder AB (Sweden) (75 %) � iWise AB (75 %) � Data Respons OY (Finland) (100 %) � Data Respons A/S (Denmark) (100 %) � Data Respons 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 or 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 par-ent company, and that these principles have been applied consistently over time.

Acquired subsidiaries are recognised in the consolidated financial state-ments based on the historical cost to the parent company. Historical cost includes best estimate on future additional payments based on earn-out agreements. The historical cost is allocated to identifiable 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 intan-gible assets, excluding 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 con-solidated financial statements are depreciated on a straight-line basis over the anticipated economic life of the acquired assets, less any re-

sidual value. Goodwill and excess values attributed to intangible assets with an indeterminable useful life are not depreciated, but are tested for impairment in accordance 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 determinable 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 val-ue 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 indi-vidual receivables, as well as past experience.

machinery and equipmentMachinery and equipment is recognised in the balance sheet and de-preciated on a straight-line basis over the estimated useful life less any residual value. Direct maintenance of machinery and equipment is expensed as other operating expenses, while enhancements or im-provements 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 use-ful life. The depreciation period and method are reviewed annually. In-tangible 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 clas-sified as goodwill. Goodwill is recognised in the balance sheet at histori-cal 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 nega-tive goodwill is identified in connection with business combinations, the purchase price allocation is reassessed before any negative 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 identifi-able 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 fre-quently 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 detailed and formal restructuring plan, and the restructuring has either started or been announced. Provisions for loss-making contracts are in-cluded when the group’s estimated revenue from a contract is lower than the estimated 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 dif-ferent 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, reve-nue is recognised in accordance with the principles applicable to services 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 capitalises development work in line with the degree of completion. Capitalised development work is subsequently expensed in line with the delivery of the products.

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 bal-ance 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 resulting from the translation of net investments in foreign operations are specified as cur-rency 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.

pension obligationsA defined contribution plan is a pension plan under which the group pays fixed contributions into a separate entity. The group has no legal or constructive obligations to pay further contributions if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods. A defined benefit plan is a pension plan that is not a defined contribution plan.

Typically defined benefit plans define an amount of pension benefit that an employee will receive on retirement, usually dependent on one or more factors such as age, years of service and compensation. The liability recognised in the balance sheet in respect of defined benefit pension plans is the present value of the defined benefit obligation at the end of the reporting period less the fair value of plan assets.

The defined benefit obligation is calculated annually by independent ac-tuaries using the projected unit credit method. The present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of high-quality corporate bonds



that are denominated in the currency in which the benefits will be paid, and that have terms to maturity approximating to the terms of the re-lated pension obligation.

Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Past-service costs are recognised immediately in the income statement.

As of December 31, 2013 the group does no longer have any significant defined benefit pension arrangements.

For defined contribution plans, the group pays contributions to publicly or privately administered pension insurance plans on a mandatory, con-tractual or voluntary basis. The group has no further payment obligations once the contributions have been paid. The contributions are recognised as payroll expenses when they are due. Prepaid contributions are recog-nised as an asset to the extent that a cash refund or a reduction in the future payments is available.

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 calculated 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 un-derlying operations as these are reported to and monitored by group management. The business segments reported are Products & Solutions 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 materialising 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 com-pany’s financial position at the balance sheet date has been taken into con-sideration in preparing the annual financial statements. Events occurring after the balance sheet date that do not affect the company’s financial po-sition at the balance sheet date, but that will affect the company’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 liabilities. This applies in particular to the recognition of revenue related to long-term manufacturing projects, development projects, capitalised development expenses, pension liabilities and the valuation of goodwill.

Accounting estimates may change as a result of future events. Estimates and their underlying assumptions are assessed continuously. Changes to accounting estimates are included in the financial statements for the peri-od 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 impairment. The recoverable amounts of cash generating units have been determined 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. No significant fixed price contracts are active as of December 31, 2013.

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. The group relies on recommended assumptions as presented by the Norwegian Accounting Standards Board for calculation of Norwe-gian pension liabilities. The group does not have any significant defined benefit pension arrangements as of December 31, 2013.


operating segments 2013

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

External operating revenue 439 913 360 576 - - 800 489

Internal operating revenue 1 706 2 422 7 968 -12 096 -

Operating revenue 441 619 362 998 7 968 -12 096 800 489

Operating expenses 407 686 337 908 16 890 -12 096 750 387

EBITDA 33 934 25 090 -8 922 - 50 102

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

**The item “eliminations” includes eliminations of intercompany revenue and expenses.

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.




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



Operating profit/loss 31 852 12 498 -9 009 - 35 342





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



Operating profit/loss 13 968 12 435 -12 961 - 13 442



revenue 2013

NOK 1000 Products & Solutions Services Eliminations Group

Norway 269 352 103 803 -903 372 252

Sweden 84 523 259 241 -2 857 340 908

Denmark 27 064 - - 27 064

Germany 62 262 - - 62 262

Eliminations -1 581 -47 -368 -1 995

Operating revenue 441 619 362 998 -4 128 800 489

Revenue is reported to mangement in four geographic regions: Norway, Sweden, Denmark and Germany.

revenue 2012


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


revenue 2011


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




NOK 1000 Goodwill

Other intangible

assets

Total intangible

assets

Machinery and

equipment

Machinery and equipment

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 -3 086 -1 118 -

Cost or valuation as of December 31, 2012 297 997 2 748 300 745 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

Cost or valuation as of January 1, 2013 297 997 2 748 300 745 59 934 10 251

Additions 12 452 - 12 452 2 219 436

Disposals - - - -119 -

Translation differences 9 628 -145 9 483 3 510 -

Additions/disposals from acquired/sold companies - - - -2 348 -

Cost or valuation as of December 31, 2013 320 078 2 603 322 681 63 207 10 688

Accum. depr. and impairm. as of January 1, 2013 145 000 2 748 147 749 52 276 8 574

Depreciation for the year - - - 3 887 851

Disposals - - - -119 -

Translation differences -145 -145 3 223 -

Additions/disposals from acquired/sold companies - - - -2 262 -

Accum. depr. and impairm. as of December 31, 2013 145 000 2 603 147 603 57 016 9 425

Net book value as of December 31, 2013 175 077 - 175 077 6 191 1 262

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 2013 2012 2011

Rental of premises in Norway 10 723 10 987 12 763

Rental of premises outside Norway 7 411 8 509 10 432

Operational leasing of IT equipment 2 121 1 934 1 719

Operational leasing of vehicles 2 696 2 996 2 462 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




INTANGIBLE ASSETSOther intangible assets consist of capitalised development expenses, as well as intangible assets recognised at fair value upon the acquisition of companies. In 2013, no development project expenses were capitalised.

changes in goodwill 2013There was one acquisition in 2013, of iWise AB, resulting in an addition to goodwill of NOK 12.5 million. See Note 5 for further information. 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 cur-rency rate at the acquisition date, goodwill was adjusted upwards by NOK 7 833 thousand at the end of 2013, compared to a downwards adjust-ment of NOK 1 795 thousand at the end of 2012.

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 2013 2012 2011

Data Respons Norge AS 70 547 70 547 70 547

Data Respons AB (SE) 11 374 10 266 10 449

Sylog Sverige AB (SE) 62 014 55 971 56 966

iWise AB (SE) 12 628 - -

Data Respons A/S (DK) 18 513 16 213 17 125

Total 175 077 152 997 155 087

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 2014 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 11.6 % 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 16.1 %. 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 growth from continuing operations, and management believe that the long-term outlook for the embedded solu-tions 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 2014 vary between 1 % and 19 %. Beyond 2014, the group expects growth rates at 2-10 % 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 6 % to 14 %, dependent 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, Sylog Sverige AB or Data Respons GmbH in 2013. The recoverable amounts of these cash generating units exceed their carrying amounts by significant margins. A sensitivity analysis has been performed for these 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 point or an increase in WACC after tax by 1 percentage point would not lead to impairment losses in either of the four units.

As iWise AB was acquired in December 2013, and the financial performance of the company has not deviated significantly from projections at the time of purchase, the value in use of the company is still considered to cover the carrying value in the group accounts. See Note 5 for more informa-tion on the business combination.



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) 75 %

Professional Finder AB 06.07.2007 Kista (SE) 75 %

iWise AB 05.12.2013 Stockholm (SE) 75 %

associates / joint arrangements

Lundinova AB 16.01.2008 Lund (SE) 50 %

TechPeople A/S 16.05.2012 Herlev (DK) 50 %

NOTE 4 SUBSIDIARIES AND OTHER INVESTMENTS

sylog sverige abIn February 2013, Data Respons ASA sold 25 % of the company’s shares in Sylog Sverige AB, decreasing its ownership and voting rights in the sub-sidiary from 100 % to 75 %. The shares were sold for SEK 9 million. At the time of the transaction, non-controlling interests of NOK 20 million were recognised in the group balance sheet. The transaction did not result in any changes to total assets in the group. Effects on equity following the transaction are shown in the Statement of Changes in Equity. Profit allocated to non-controlling interests were NOK 2.3 million in 2013, and at the end of the year non-controlling interests amounted to NOK 19.4 million. Summarised financial information for 2013 and at December 31, 2013:

* Ipcas GmbH was merged into Data Respons GmbH as of January 1, 2013.

NOK 1000 Sylog*

Current assets 79 966

Non-current assets 12 628

Current liabilities 68 432

Non-current liabilities 8 443

Revenue 209 376

Profit or loss 10 306

Dividends paid to non-controlling interests 4 442

* Includes fully owned subsidiaries of Sylog Sverige AB: Professional Finder AB and iWise AB.


lundinova ab50 % of Lundinova AB was sold on June 5, 2013 from Data Respons ASA to Lundinova Invest AB, leaving 50 % ownership for Data Respons ASA. 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 carrying value of the company was SEK 3 million prior to the transaction. The total consideration for the shares was valued at 50 % of the carrying value, and the transaction did not result in any significant gain or loss in the group financial statements. The consideration for the shares is a loan that is to be repaid in the period 2014 - 2018. At the time of losing control, the company had cash and cash equivalents of NOK 1 million, trade receivables of NOK 3 million, trade payables of NOK 1 million, other current assets of NOK 1 million and other current liabilities of NOK 3 million. For the parent company, the sale of 50 % of the shares in Lundinova AB resulted in reversal of previous impairments of NOK 1 million.

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 ventures, and its aggregated assets and liabilities, are as follows:

DAT share Financial year 2013 At December 31, 2013

NOK 1000 Revenue Profit or loss

Other compr. income

Total compr. income

Operatingcash flow

Assets Liabilities Carrying value

Lundinova AB 9 859 -607 0 -607 -52 2 430 1 572 858

TechPeople A/S 13 103 742 0 742 1 096 2 868 2 158 1 446

Data Respons provided a loan of DKK 1.1 million to TechPeople A/S in 2012 which was repaid in full in 2013.Data Respons has no commitments to provide financial support to any of the joint ventures.

DATA RESPONS ASA

Company Currency Issued capital Ownership 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 (SE) SEK 100 100 % 24 457

Data Respons OY (FI) EUR 150 100 % 1 629

Data Respons A/S (DK) DKK 2 277 100 % 0

Data Respons GmbH (DE) EUR 100 100 % 52 056

Digitas AS NOK 100 100 % -

Sylog Sverige AB (SE) SEK 100 75 % 44 615

Total subsidiaries 285 911

Lundinova AB (SE) SEK 100 50 % 858

Total joint ventures 858

The investments are carried using the historical cost method in the parent company’s financial statements. The impairment test performed as of December 31, 2013 did not result in any impairment of book value of the investments. The impairment test for book value of subsidiaries and joint ventures in the Data Respons ASA company accounts were based on the same assump-tions as used in the impairment test of goodwill in the group accounts. Refer to Note 3 for further specification.



CHAPTER 3: FINANCIAL STATEMENTS AND NOTESNotes | Note 5 - 6

BUSINESS ACQUISITIONS

On December 5, 2013, Sylog Sverige AB acquired 100 % of the shares in iWise AB. iWise and Sylog have for the past 8 years had a strategic part-nership where iWise as a subcontractor has provided expertise to Sylog’s customers. The acquisition is a continuation of an established collabora-tion over many years. iWise has 20 employees and offices in Stockholm, and had a turnover of SEK 24 million for 2013 with an operating margin of approximately 10 %. The company has been consolidated into Sylog’s financial statements from December 2013. The total consideration for the shares was NOK 14.1 million, consisting of a cash consideration of NOK 5.6 million and estimated additional payments of NOK 8.5 million that are contingent on the company’s financial performance over the period of 2014 - 2016 measured as EBITDA. The company has historically operated with consistent profit margins and the final consideration is not expected to deviate significantly from the estimates at the time of the acquisition. A change in profit margins throughout the three-year period of 0.5 percentage points would lead to a cor-responding change in total consideration of NOK 0.6 million.

The goodwill of NOK 12.5 million arises from a number of factors such as expected synergies through combining a highly skilled workforce and to some extent obtaining economies of scale and unrecognised assets such as the workforce.

The following table summarises the assets acquired and the liabilities assumed recognised at the acquisition date:

NOTE 5 BUSINESS COMBINATIONS

NOK 1000GROUP DATA RESPONS ASA

GOODS PURCHASED FOR RESALENOK 1000 2013 2012 2011 2013 2012 2011

Historical cost 57 145 57 585 59 402 - - -

Written down to fair value 57 145 57 585 59 402 - - -

General provisions for obsolescence -573 -2 673 -403 - - -

Book value 56 572 54 912 58 999 - - -

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

NOTE 6 INVENTORIES

NOK 1000 Fair value at acquisition

Cash and cash equivalents 2 280

Trade and other receivables 7 076

Trade and other payables -7 244

Deferred tax liabilities -427

Total identifiable net assets 1 685

Goodwill 12 452

Total consideration 14 138

Acquisition-related costs of NOK 0.1 million have been charged to other expenses in the consolidated income statement. The revenue included in the consolidated income statement since the acquisition date contributed by iWise was NOK 1.5 million, of which NOK 1.5 million group internal revenue. iWise also contributed with profit of NOK 0.2 million in the same period. Had the company been consolidated from January 1, 2013, the consolidated income statement for 2013 would show pro-forma revenue of NOK 800.5 million and pro-forma profit of NOK 33.4 million.

SUMMARY OF ACQUISITIONS IN PREVIOUS YEARS

There were no acquisitions in 2012 or 2011.


DATA RESPONS ASA Current receivables Current liabilities

NOK 1000 2013 2012 2011 2013 2012 2011

Data Respons Norge AS - 322 1 334 23 1 255 80

Data Respons Asia AS 695 1 147 - - - -

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

Sylog Sverige AB - - - 45 52 -

Lundinova AB - 132 - - - -

Data Respons A/S - 942 102 - - -

Data Respons GmbH - 3 299 6 792 - 343

Total 695 6 603 14 586 6 861 1 307 1 528


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, 2013 178 822 122 614 45 550 6 154 4 504



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 Asia AS of NOK 0.7 million and a short term loan from Data Respons GmbH of NOK 6.8 million. Sales revenue for Data Respons ASA consists mainly of group management fee.

NOTE 8 INTERCOMPANY BALANCES


NOK 1000 2013 2012 2011 2013 2012 2011

Trade receivables 178 822 177 326 168 717 - 1 111 1 868

Provisions for impairment of receivables -1 729 -2 196 -1 827 - - -

Trade receivables, net 177 094 175 130 166 891 - 1 111 1 868

Accrued revenue 1 604 3 621 12 181 - - -

Prepayments 8 269 9 831 11 337 1 111 913 937

Other current receivables 3 192 4 793 4 764 805 5 644 12 801

Total other receivables 13 064 18 245 28 282 1 915 6 557 13 738

Total receivables 190 158 193 375 195 172 1 915 7 667 15 606

Provisions as of January 1 2 196 1 827 1 983 - - -

Realised losses -1 405 - -269 - - -

Provisions for the period 973 369 113 - - -

Disposals from sold companies -35 -

Provisions as of December 31 1 729 2 196 1 827 - - -

NOTE 7 TRADE AND OTHER RECEIVABLES



The registered share capital of Data Respons ASA consisted of 48 416 794 shares with a par value of NOK 0.50 as of December 31, 2013. Each share carries one vote. A total of 8.3 million shares were traded on the Oslo Stock Exchange in 2013, an increase from 3.3 million shares in 2012. At the end of the year Data Respons ASA had 845 Norwegian shareholders and 27 foreign shareholders. The foreign shareholders owned 1.4 % of the shares.

During 2013, no treasury shares were bought or sold. The company did not own any treasury shares at the end of the year.

In 2013, 132 000 new shares were issued in connection with the company’s employee share saving scheme. Data Respons has implemented an employee share saving scheme directed at all employees in Norway, where each employee may subscribe to a maximum of 2 000 shares. The sub-scription price was set to NOK 5.36 per share, representing the weighted average share price of transactions in the DAT share on Oslo Stock Exchange in the period of May 2 - May 24 less a 20 % discount. A total of 72 employees subscribed to 132 000 shares. On the basis of an authorization gran-ted by the Annual General Meeting held on April 25, 2013, the Board of Directors resolved to increase the share capital by NOK 66 000 from NOK 24 142 397 to NOK 24 208 397 through the issue of 132 000 new shares with a nominal value of NOK 0.50 per share. The Articles of Association are adjusted accordingly.

NOTE 9 SHARE CAPITAL, SHAREHOLDERS, EARNINGS PER SHARE

LIST OF 20 LARGEST SHAREHOLDERS AS OF DECEMBER 31, 2013

Shareholder Ordinary shares Proportion of ownership

CUSTOM HOLDING AS 11 886 351 24.55 %

MP PENSJON PK 4 821 000 9.96 %

STOREBRAND VEKST 2 607 037 5.38 %

BRAGANZA AS 2 032 700 4.20 %

FOUGNER INVEST AS 1 850 000 3.82 %

VARNER INVEST AS 1 500 000 3.10 %

JP MORGAN CHASE BANK, NA 1 340 282 2.77 %

MERTOUN CAPITAL AS 1 300 000 2.69 %

DNB NOR BANK ASA 1 100 001 2.27 %

SILVERCOIN INDUSTRIES AS 1 000 045 2.07 %

STOREBRAND NORGE I 887 491 1.83 %

BERNT AS 824 900 1.70 %

VERDIPAPIRFONDET DNB SMB 793 286 1.64 %

RO INVEST AS 560 724 1.16 %

LEIF HÜBERT 500 000 1.03 %

VENTOR AS 499 000 1.03 %

ATTOL AS 494 081 1.02 %

STOREBRAND AKSJE INNLAND 483 430 1.00 %

VERDIPAPIRFONDET STOREBRAND NORGE 429 442 0.89 %

TANJA A/S 405 000 0.84 %

TOTAL 35 314 770 72.94 %

OTHER 13 102 024 27.06 %

TOTAL NUMBER OF SHARES 48 416 794 100.00 %

SHARE ISSUES IN 2013

Date Type Subscription price Number of shares After new issue

27.08.2013 Capital increase 5.36 132 000 48 416 794



DIVIDENDS

The Board of Directors proposes that dividends of NOK 1.00 per share are paid for the 2013 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 Annual General Meeting on April 26, 2012 decided to reduce the share premium by an additional NOK 80 million. The amount was transferred to other equity.

NOK 1000 2013 2012 2011

Profit/loss for the year attributable to the equity holders of the company (NOK 1000) 29 399 12 804 -92 597

Weighted average number of outstanding shares (1000) 48 330 48 285 48 285

Effect of dilution:

-Employee share option scheme - 1 450 -

Weighted average number of outstanding shares, diluted (1000) 48 330 49 735 48 285

Earnings per share, basic 0.61 0.27 -1.92

Earnings per share, diluted 0.61 0.26 -1.92

CALCULATION OF TIME-WEIGHTED SHARES

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

01.01.2013 48 284 794 236 31 653 365

27.08.2013 48 416 794 124 16 676 896

360 48 330 261

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 aver-age 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 outstanding 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 ordi-nary shares would decrease profit per share or increase loss per share from continuing operations attributable to ordinary equity holders.

POWER OF ATTORNEY TO ISSUE SHARES AND PURCHASE TREASURY SHARES

Passed Type Year issued

Maximum share limit

Shares issued/purchased 2013

Remaining number of shares Duration

25.04.2013 Capital increase 2013 1 800 000 132 000 1 668 000 Until 24.04.2014

25.04.2013 Treasury shares 2013 1 800 000 - 1 800 000 Until 24.04.2014

The Board has been granted power of attorney to increase the company’s share capital by a maximum of NOK 900 000 through the issue of maximum 1 800 000 new shares, each with a par value of NOK 0.50. The authorisation is valid until the annual general assembly in 2014 and can be used by the Board in connection with acquisitions of new companies as part of the company’s strategy, in connection with the company’s employee share saving scheme or to raise cash. The company’s shareholders have waived their pre-emptive subscription rights in accordance with 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.

The Board has been granted power of attorney to purchase up to 1 800 000 shares with an equivalent nominal value of NOK 900 000. The amount which may be paid per share is to be minimum NOK 1.00 and maximum NOK 20.00. The Board is free to choose the method by which the purchase or sale is executed. The authorisation is valid until the annual general meeting in 2014. The purpose of the authorisation is to give the company the facility to implement the buy-back of shares with subsequent cancellation, in order to optimise the company’s capital structure. Furthermore, the company wishes to be able to use such authorisation to purchase and sell treasury shares in connection with complete or partial settlement for acquired companies or in conncection with the company’s employee share saving scheme.



NOK 1000 2013 2012 2011 2013 2012 2011

the pension expense is calculated as follows: restated restated restated restated

Net present value of current year’s accrued pension benefits 1 065 1 884 2 187 -61 127 334

Pension plan changes, curtailment or settlement -3 511 -1 333 - -67 -559 -

Interest cost on accrued pension liabilities 51 -17 11 -20 -25 -11

Defined benefit pension expenses for the year -2 394 534 2 199 -147 -457 323

Remeasurements loss (gain) to OCI 736 -1 817 -683 745 -547 -214

pension liabilities and pension assets:

Defined benefit obligation 1 528 8 446 11 819 1 283 1 489 2 651

Fair value of plan assets 2 332 6 638 7 086 1 243 2 009 2 043

Net amount recognised in balance sheet -803 1 808 4 732 41 -520 608

changes in the liabilities:

Net pension liabilities as of January 1 1 808 4 732 4 864 -520 608 710

Recognised pension expenses -2 394 534 2 199 -147 -457 323

Remeasurement loss / gain 736 -1 817 -683 745 -547 -214

Premium payments -952 -1 641 -1 648 -36 -124 -211

Net pension liabilities as of December 31 -803 1 808 4 732 41 -520 608


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 5 people in 2013.

The group’s employees in Norway, 147 people, were members of a defined benefit pension scheme in 2013 that covered a disability pension. The pension liabilities were covered through an insurance company. This scheme has in December 2013 been replaced by a defined contribution arrange-ment. The effect of plan changes are shown in a seperate table below. The group does not have any significant defined benefit pension schemes as of December 31, 2013. The group’s net pension assets at December 31, 2013 consist mainly of a pension premium fund that will be utilised to cover payments to the group’s defined contribution pension schemes.

The pension obligation as of December has been assessed by an actuary in line with IAS 19R. Figures for previous years have been restaded to reflect changes in IAS19R: 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 (the latter had no significant impact on group accounts).

The assumptions applied in the calculation were based on recommendations from the Norwegian Accounting Standards Board adjusted for company specifics. As of December 31, 2013 and 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 annual pension expenses are included under payroll expenses in the consolidated income statement.

In addition to the aforementioned schemes in Norway, the group’s foreign 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.

NOTE 10 PENSIONS


2013 2012 2011

Equities 6.80 % 9.20 % 10.40 %

Alternative investments 3.50 % 0.00 % 0.00 %

Bonds 17.00 % 15.60 % 15.20 %

Money market 22.00 % 18.30 % 21.70 %

Long-term bonds 35.20 % 36.80 % 33.40 %

Real estate 14.30 % 18.30 % 18.00 %

Other 1.10 % 1.90 % 1.20 %

Percentage distribution of pension assets by investment category:

The actuarial assumptions are based on normal assumptions used by the insur-ance industry with regard to demo-graphic factors: Table K2013 BE.

2013 2012 2011

Discount rate 4.10 % 3.75 % 3.30 %

Expected return on plan assets 4.10 % 3.60 % 4.80 %

Rate of compensation increase 3.75 % 3.75 % 4.00 %

Expected rate of pension increase 0.60 % 0.00 % 0.70 %

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

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


NOK 1000 2013 2012 2011 2013 2012 2011

EFFECT OF CHANGES IN ACCOUNTING PRINCIPLES

Net pension liabilities at January 1, reported 4 570 5 677 9 590

Effect of change in accounting principle -2 762 -945 -529 18

Net pension liabilities at January 1, restated 1 808 4 732 -520 608

Net pension liabilities at December 31, reported 4 570 5 677 9 590

Effect of change in accounting principle -4 036 -3 478 -466 -267

Net pension liabilities at December 31, restated 534 2 199 -457 323

Pension expenses for the year, reported 534 2 199 -457 323

Effect of change in accounting principle - - - -

Pension expenses for the year, restated 534 2 199 -457 323




NOK 1000 2013 2012 2011 2013 2012 2011

income tax expence comprises

Income tax payable in Norway - - - - - -

Income tax payable outside Norway 3 452 3 065 96 - - -

Total income tax payable 3 452 3 065 96 - - -

Change in deferred tax in Norway 9 284 8 765 6 008 10 354 7 114 1 834

Change in deferred tax outside Norway -265 -691 -3 351 - - -

Total change in deferred tax 9 019 8 074 2 656 10 354 7 114 1 834

Unrecognised change in deferred tax -94 1 214 7 394 - - -

Total income tax expense/(revenue) 12 377 12 353 10 146 10 354 7 114 1 834


NOK 1000 2013 2012 2011 2013 2012 2011

summary of temporary differences

Receivables -14 -515 -41 - - -

Other current assets -222 -2 354 -151 -

Non-current assets -8 249 -8 163 -7 142 -1 465 -1 438 -1 535

Receivables in foreign currency -1 207

Pensions 803 -4 570 -4 903 -41 -9 -590

Effect of change in accounting principle* - 2 762 945 - 529 -18

Provisions for contingent liabilities - - -731

Group contributions** - - - -34 534 -43 904 -36 323

Total -7 683 -12 840 -12 023 -37 247 -44 822 -38 466

Tax loss carryforward -50 515 -79 080 -99 835 -2 823 -30 053 -62 365

Total positive /(negative) temporary differences -58 198 -91 920 -111 858 -40 070 -74 875 -100 831

Deferred tax asset at current tax rate 16 208 26 496 31 330 10 819 21 113 28 228

Of which, deferred tax assets not recognised 14 644 15 127 11 197 - - -

Deferred tax assets in the balance sheet 1 564 11 369 20 134 10 819 21 113 28 228

Deferred tax liability at current tax rate 1 623 1 522 1 023 - - -

Deferred tax liability in the balance sheet 1 623 1 522 1 023 - - -

* Impact of changes in accounting principles resulted in a reduction in pension liabilities and a corresponding change in deferred tax. See Note 1 and 10 for further details.

** 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





NOK 1000 2013 2012 2011 2013 2012 2011

calculations of tax base for the year

Profit/loss before tax 44 062 25 157 -82 451 42 543 22 438 -137 671

28 % tax 12 337 7 044 -23 086 11 912 6 283 -38 548

tax effect of:

Permanent differences 933 994 25 452 -1 958 832 40 382

Change in not-recognised deferred tax -707 3 997 7 391 - - -

Adjustment from previous years -1 107 12 - -

Differences in tax rates -798 213 377 - - -

Change in tax rates 613 - - 401 - -

Income tax expense (revenue) for the year 12 377 12 353 10 146 10 354 7 114 1 834

Effective tax rate 28 % 49 % -12 % 24 % 32 % -1 %


NOK 1000 2013 2012 2011 2013 2012 2011

Prepayments from customers 621 945 938 - - -

Accrued wages/bonuses/holiday pay 29 221 27 014 30 637 1 322 1 506 2 103

Accrued expenses 27 966 23 145 24 061 7 880 2 632 2 502

Other current liabilities* 1 833 - - - - -

Total other current liabilities 59 642 51 104 55 636 9 202 4 138 4 605

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

NOTE 12 OTHER CURRENT LIABILITIES


NOK 1000GROUP

NOK 1000 Other provisions

Provisions as of January 1, 2013 -

Recognised in the income statement during the year

- Provisions for the year -

- Reversal of unutilised provisions -

Recognised in the balance sheet during the year

- Utilised during the year -

- Additions from acquired companies 8 654

- Translation differences -

Provisions as of December 31, 2013 8 654

Classified as current liability in the balance sheet 1 833

Classified as non-current liability in the balance sheet 6 821


OTHER PROVISIONSIn connection with acquisition of companies, an earn-out agreement is often entered into, where the previous owners receive additional payments based on the performance of the acquired company in a specified time period after the acquisition. All earn-out obligations relate to the acquisi-tion of iWise AB, see Note 5 for further details. The additional payments will be made in cash by the acquiring company Sylog Sverige AB. Earn-out obligations from acquisitions will be settled in the period 2014 - 2016.

The parent company does not have any earn-out obligations as of December 31, 2013.

ESTIMATED EARN-OUT PAYMENTS

NOTE 13 OTHER PROVISIONS FOR LIABILITIES

NET PRESENT VALUE (NOK 1 000) 2014 2015 2016+ Total

Provision as of December 31, 2013 1 833 2 518 4 303 8 654



NOK 1000 2013 2012 2011 2013 2012 2011

guarantees

Guarantees 4 740 9 285 9 513 435 255 255

book value of secured assets used as collateral

Trade receivables 63 518 65 365 59 951 - - -

Inventories 46 324 45 959 39 647 - - -

Total 109 842 111 324 99 598 - - -

The Board of Directors, group management and other key employees are required to report any potential related party transactions. Other than ordinary business transactions between group companies there have been no related party transactions in 2013. 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 14 RELATED PARTY TRANSACTIONS

GUARANTEESGuarantees of NOK 4.7 million have been provided in connection with lease agreements.

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




payroll expences

NOK 1000 2013 2012 2011 2013 2012 2011

Wages and salaries 202 221 226 354 253 796 6 388 8 701 17 270

Social security tax 45 379 50 825 51 778 1 151 1 287 2 231

Pension expenses, defined benefit scheme -2 570 534 2 199 -132 -457 323

Pension expenses, defined contribution scheme 13 494 14 554 16 718 179 277 737

Other benefits 13 717 18 886 17 864 1 105 772 2 102

Total 272 241 311 153 342 354 8 691 10 580 22 663


Salaries and fees Pensions

Other benefits in kind

Total remuneration

No. of shares

No. of options

Kenneth Ragnvaldsen, CEO 2 566 054 68 040 170 312 2 804 406 247 000 -

Jørn Toppe, COO 2 106 873 67 224 16 598 2 190 695 269 937 -

Rune Wahl, CFO 1 906 097 67 980 148 781 2 122 858 47 000 -

Ole Jørgen Fredriksen, Chairman of the Board 325 000 325 000 225 544 -

Kathryn Moore Baker, Board member* 200 000 200 000 - -

Ulla-Britt Fräjdin Hellqvist, Board member 160 000 160 000 10 000 -

Erik Langaker, Board member 185 000 185 000 100 000

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

Jarl Guntveit, Board member, employee representative 25 000 25 000 2 000 -

Haakon Sæter, Nomination committee member 20 000 20 000 1 319 956 -

Narve Reiten, Nomination committee member 15 000 15 000 - -

Andreas Berdal Lorentzen, Nomination committee member 15 000 15 000 14 655 -

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.

REMUNERATION OF THE BOARD OF DIRECTORSOn April 25, 2013 the Annual General Meeting decided that the remuneration of the Board of Directors should be a fixed salary of NOK 300 000, NOK 160 000 and NOK 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 meeting 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 5 in the parent company. The average number of employees in the group was 368, and there were 367 employees at the end of the year. There were 64 female employees in the group, 14 of whom were top or middle managers.

NOTE 15 PAYROLL EXPENSES, EMPLOYEES, REMUNERATION AND LOANS



BOARD’S GUIDELINES AND MAIN PRINCIPLES FOR THE STIPULATION OF SALARIES AND OTHER REMUNERATION TO KEY EMPLOYEES

In 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. A variable salary shall be paid in addition to the fixed salary. The variable salary is dependent on achieving profitability improvement, growth 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 2013. This scheme replaced an earlier scheme that expired in 2013. 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 perfor-mance 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 25, 2013 the Annual General Meeting of Data Respons ASA approved a share option program for 6 employees in top management positions with a total scope of 1 200 000 options. The options will be issued in 3 equal parts over a 3 year period. The share options can only be exercised in the 10 business days following the annual general meeting in 2016, alternatively in the 10 business days following May 1, 2016 if the annual general meeting in 2016 has not yet taken place on May 1. The strike price will be set at market price the start of each vesting period for the 1/3 issued. In May 2013 the strike price for the first vesting period was set to NOK 6.92. In May 2014 and May 2015 the strike price for the second and third vesting period will be set. The first 400 000 options will be issued in May 2014. The second 400 000 options will be issued in May 2015, and the last 400 000 options under this agreement will be issued in May 2016, totalling 1 200 000 options.


REMUNERATION TO THE AUDITOR

NOK 1000 net of VAT 2013 2012 2011 2013 2012 2011

Auditing services 983 978 998 290 290 291

Other certification services 22 94 - 9 15 -

Tax advice 22 20 118 - - 93

Other non-auditing services - 3 6 - 3 -

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 7.00 when granted, estimated exercise price of NOK 6.92 for all 3 years, estimated volatility of 43.15 % based on the share prices over a period of one year leading up to the issue date, risk-free interest rate of 1.26-1.51 %, and a term of 1, 2 and 3 years, respectively. The cost is calculated based on the total of 1 000 000 options to be issued and will be accrued over the vesting period with deductions for the estimated number of forfeited options. In accordance with IFRS 2, the fair value of options granted to employees is accrued over the vesting period and in 2013 a total of NOK 0.6 million was expensed related to options granted to the CEO and key employees, whereof NOK 0.3 million related to the scheme that expired in 2013 and NOK 0.3 million related to the scheme approved in 2013. The cost for the new scheme amounted to NOK 0.211 per option.

NOK 10002013 2012 2011

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 8.26 1 450 - 725 - -

Granted 7.11 725 8.24 725 8.27 725

Forfeited - - - - - -

Exercised - - - - - -

Expired -7.87 -2 175 - - - -

As of December 31 - - 8.26 1 450 8.27 725

MOVEMENTS IN THE NUMBER OF OUTSTANDING SHARE OPTIONS AND THE ASSOCIATED WEIGHTED AVERAGE EXERCISE PRICES ARE AS FOLLOWS:



NOK 1000 2013 2012 2011 2013 2012 2011

financial income

Interest received from group companies - - - 49 305 227

Interest income 2 013 1 107 1 037 1 564 467 20

Other financial income 4 904 1 612 6 733 3 670 168 2 192

Total other financial income 6 917 2 719 7 771 5 284 940 2 439

financial expences

Interest expenses 2 549 2 662 3 897 1 528 1 627 2 400

Other financial expenses 6 837 5 696 7 125 2 287 1 793 2 527

Total other financial expenses 9 386 8 358 11 021 3 816 3 420 4 926



NOK 1000 2013 2012 2011 2013 2012 2011

Cash and bank deposits 44 143 7 010 4 894 19 773 371 814

– of which restricted -13 250 -5 077 -4 894 -349 -371 -814

Unrestricted cash and cash equivalents 30 893 1 934 - 19 424 - -

Unutilised overdraft facilities 40 000 38 516 26 442 40 000 38 516 26 442

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

Cash reserve 110 893 80 450 51 442 99 424 78 516 51 442

NOTE 16 FINANCIAL ITEMS

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, 2013 there was a net positive balance in the corporate account system of NOK 26.0 million. The overdraft limit for the corporate cash pool system is NOK 40 million, and the group had unrestricted cash outside the cash pool of NOK 4.9 million. A total of NOK 70.9 million in cash and overdraft facilities was immediately available for the group as of December 31, 2013.

The Data Respons group also has available unutilised NOK 40 million in credit facilities as of December 31, 2013. The NOK 40 million credit faci-lity is available to the company until March 10, 2016. The total unutilised cash reserve for the group at December 31, 2013 is NOK 110.9 million. Restricted cash consists of employee’s tax deductions of NOK 4.8 million and SEK 9 million (NOK 8.5 million) on in a restricted account in connection with a capital increase in Data Respons AB that was carried out in 2013. The capital increase was registered in January 2014 and the cash is no longer restricted. 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, 2013 the ratio was 61 %. 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, 2013 there was no net interest bearing debt.

NOTE 17 CASH AND CASH EQUIVALENTS


NOK 1000 2013 2012 2011 2013 2012 2011

Expenses related to premises and equipment 20 672 21 655 25 861 616 851 1 231

External services 5 615 6 893 9 928 2 825 2 525 3 208

Marketing expenses 6 351 5 402 6 449 860 829 1 308

Other operating expenses 24 072 28 240 32 289 3 897 5 210 6 290

Total 56 710 62 189 74 527 8 199 9 414 12 037

NOTE 18 OTHER OPERATING EXPENCES



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, 2013 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 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, dividend payments according to the newly established dividend policy and for potential expansion.

Dividend policy:- Data Respons objective is to pay out a minimum of 50 % of net income in the form of dividends. - The payout should reflect Data Respons aim to give its shareholders competitive returns benchmarked against alternative investments in compa-rable companies. - The dividend pertaining to a fiscal year will be declared at Data Respons annual general meeting in the following year.- Data Respons may consider buying back shares in addition to ordinary dividend payments. Such considerations will be made in the light of the financial situation of the company.

The group will primarily finance dividends and potential expansions through cash generated by the operational activities. 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 hol-dings will be kept in interest-bearing bank accounts with reputable banks. As of December 31, 2013 the group has NOK 44.1 million in cash and no interest-bearing debt and consider the debt ratio as appropriate.

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. The Services segment abroad generate 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 the Products & Solutions segment 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 fluctua-tions 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.

NOTE 19 FINANCIAL RISK MANAGEMENT

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

2013+100 236

-100 -236

2012+100 -36

-100 36

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:

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.



The group does not have significant costs related to R&D activities, and no intangible assets have been recognized in the balance sheet related to R&D activities in 2013.

NOTE 20 RESEARCH AND DEVELOPMENT

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 81 720 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 2013.

NOTE 21 GOVERNMENT GRANTS

There have been no material events subsequent to the reporting period that might have a significant effect on the financial statements for 2013.

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.


CHAPTER 3: FINANCIAL STATEMENTS AND NOTESAuditor’s report

AUDITOR’S REPORT

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]

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