Annual Report

annual report

2012 2 DATA RESPONS ASA | ANNUAL REPORT 2012 Data Respons is a full-service, independent technology company and a leading player in the embedded solutions market.

THIS IS DATA RESPONS contents DATA RESPONS is a full-service, independent technology company and a leading player in the embedded solutions mar- 04 Board of Directors’ report ket. We provide products, services and embedded solutions at all levels of complexity to OEM companies, system integrators 09 The Board of Directors and vertical product suppliers in a range of market segments such as defence, medical equipment, industrial automation, 11 Investor information offshore, transportation, energy and telecommunications. 12 Key figures

embedded solutions can be described as the computer 14 Financial statements and notes brain of a machine, system or industrial end product, and can 15 Statement of comprehensive income be used in a broad range of industrial applications, such as 16 Statement of financial position rugged control units for military vehicles, graphic monitoring systems for greener train operations, laser solutions for calcu- 18 Statement on changes in equity lating medical data or fiscal measuring systems for oil and gas. 19 Statement of cash flows 20 Notes Our presence in Asia ensures quality both in the indus- 41 Auditor’s report 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 regions in Scandinavia and Germany. This collaboration makes for an ideal partnership.

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

established: 1986.

VISION: A smarter solution starts from inside.

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

BUSINESS FORM: Public limited company, listed on the Oslo Stock Exchange (ticker: DAT). Financial calendar 19.04.13 Presentation of Q1 13 CERTIFICATIONS: ISO 9001:2008, 25.04.13 Annual General Meeting ISO 14001:2004 AND OHSAS 18001:2007 12.07.13 Presentation of Q2 13 18.10.13 Presentation of Q3 13 number of employees: 394 K EY FACTS 31.01.14 Presentation of Q4 13

DATA RESPONS ASA | ANNUAL REPORT 2012 3 CHAPTER 1: Board of Directors’ report

board of directors’ Report “

Focused efforts on the company’s key markets and ORDER INTAKE (NOK million) a more efficient organisation improved profitability 1000 800 in 2012. 600

400

200 0 statement on the annual 2008 2009 2010 2011 2012 financial statements In accordance with the Norwegian Accounting (883), and the order backlog was NOK 638 Act § 3.3a the Board confirms that the com- million (639). REVENUE (NOK million) pany fulfils the requirements necessary to oper-

1000 ate as a going concern, and the 2012 financial The operating revenue declined slightly dur-

800 statements have been prepared on the basis of ing the year due to the planned downsizing

600 this assumption. As a listed company Data Re- of the operation in Denmark. The company’s

400 spons ASA prepared the consolidated financial main markets showed good growth during

200 statements for the Data Respons group for the 2012, with an underlying growth of 8 %. The

0 financial year 2012 in accordance with IFRS primary reasons are good activity in general 2008 2009 2010 2011 2012 (International Financial Reporting Standards) as and increasing product and solution deliver- adopted by the European Union. ies within vertical markets such as Telecom, Medical, Transportation, Defence and Oil Ser- EBITDA (NOK million) income statement vices/ Maritime. The report includes comparisons with figures for the 65 55 same period in 2011 (in parenthesis). Data Respons is well-positioned as a lead- 45 35 ing full-service embedded technology com- 25 15 Operating revenue was NOK 844.1 million pany and has a positive development in the 5 -5 (849.9), a decrease of 1 %. EBITDA was NOK company’s strategic markets. A combination -15 -25 35.3 million (13.4). EBIT was NOK 30.7 mil- of revenue growth in the company’s main 2008 2009 2010 2011 2012 lion (-79.2). Profit before tax was NOK 25.2 markets and a lower cost base has improved million (-82.5). Cash flow from operations in profitability. Going forward the company’s 2012 was NOK 31.9 million (1.8). The order key financial focus is to improve the profit- intake during 2012 totalled NOK 843 million ability even further.

4 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 1: Board of Directors’ report

The profitability improved during the year and the company expects this development to continue.

balance sheet, liquidity & cash flow business segments The group’s total assets at the end of the fourth quarter were NOK 429 million. Equity products and solutions KEY FIGURES was NOK 253 million, which gives an equity Operating revenue for 2012 was NOK 444.6 ratio of 59 %. million (432.0), an increase of 3 %. EBITDA NOK million 2012 2011 was NOK 31.9 million (14.0). The order intake Operating revenue 844.1 849.9 Current assets amounted to NOK 256 million totalled NOK 467 million (443). The order EBITDA 35.3 13.4 and current liabilities were NOK 170 million. backlog ended at NOK 529 million (500). Order backlog 638 639 As per December 31, 2012 the non-current Order intake 843 883 assets amounted to NOK 174 million, where- The company experienced high activity levels Employees 394 446 of deferred tax assets were NOK 11 million for products & solutions, resulting in a strong and intangible assets (goodwill) amounted to order intake. During 2012, Data Respons has NOK 153 million. been awarded large contracts from customers within the Oil Services/Maritime, Transportati- ORDER BACKLOG (NOK million) The group’s cash flow from operations was on and Medical sectors. The company expects 700 “NOK 31.9 million. The cash balance as of De- the positive development to continue and has 600 500 cember 31, 2012 amounted to NOK 7 mil- a solid order back log of over NOK half a bil- 400 lion, of which NOK 5 million was restricted. lion within the products & solutions business 300 200 The group had no interest-bearing debt and segment. 100 consider the debt ratio as appropriate for the 0 2008 2009 2010 2011 2012 group. The parent company has unused credit A further improvement in profitability is ex- facilities of NOK 78 million, and further in- pected based on a more cost-effective and formation connected to these are specified in focused business model. This includes stra- Note 17. tegic relationships with customers in our REVENUE BY COUNTRY main markets, a stronger coordination of the 7% financial risk Nordic operations and the transferral of tasks Norway The group’s activities expose it to a variety of to our Asian organisation and global partners. 43% Germany financial risks, such as price, interest rates, cur- 45% Fluctuations in profitability between quarters Sweden rency, credit and liquidity. Overall these risks must be expected in the products & solutions Denmark are regarded as low. Management of financial business segment. 5% risk is performed by the group’s central Finance Department under the guidelines set out by The company’s long-term strategy to strength- the Board of Directors. The main principle is en total solutions capabilities and to focus on to minimise exposure to financial risk, and the the whole value chain has given Data Respons REVENUE BY INDUSTRY group holds no financial assets or liabilities for a unique position. Data Respons’ long expe- 4% 13% Defence speculative purposes. For further details on fi- rience with its own operations in Asia is of 15% nancial risk management, see Note 19. Transportation special importance. Medical 13% 19% Other industries operations In order to meet the continued demand Telecom Data Respons is a leading embedded so- for increased performance and more func- 9% Automation 27% lutions provider for the industrial mar- tionality, many of our customers focus on Oil Services/ ket in Europe. Embedded solutions strategic partnerships. Whilst Data Respons Maritime can be described as the brains of a ma- builds and delivers customised embedded chine, system or industrial end product. solutions, our customers can achieve lower costs of ownership, increased efficiency and Data Respons supplies embedded solutions shorter time-to-market. NUMBER OF EMPLOYEES to leading OEM companies, system integrators and vertical product suppliers in a range 600 Data Respons is positioned as the leading 525 of vertical markets such as Telecom, Medical, channel for embedded computer solutions 450 375 Transportation, Defence and Oil Services/ and products in the Nordic region. The com- 300 Maritime and Automation. pany has a strong and increasing base of re- 225 150 curring solution customers and a solid order 75 0 Data Respons ASA is listed on the Oslo Stock Ex- backlog going forward. Solution deliveries 2008 2009 2010 2011 2012 change (Ticker: DAT), and is part of the information secure long-term and strategically important technology index. The company has offices in Den- customer relationships and provide a signifi- mark, Germany, Norway, Sweden and Taiwan. cant potential for future growth.

DATA RESPONS ASA | ANNUAL REPORT 2012 5 CHAPTER 1: Board of Directors’ report

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

services Based on feedback from our customers and Operating revenue for 2012 was NOK 408.5 partners, the company expects increasing need REVENUE BY REPORTING SEGMENT million (424.3), a decrease of 4%. EBITDA for advanced communication solutions, more was NOK 12.5 million (12.4). The order in- integrated systems and increasing use of con- NOK million 2012 2011 % take totalled NOK 376 million (442). The or- sumer-based technologies. In addition, there is Products/Solutions 444.6 432.0 3 % der backlog ended at NOK 109 million (140). a growing demand for reliable, safe and robust Services 408.5 424.3 -4 % solutions for tough environmental conditions, Eliminations -9.0 -6.4 The downsizing of the consultancy organisa- areas in which Data Respons has strong com- tion in Denmark and Örebro in Sweden has petence and experience. Group 844.1 849.9 -1 % impacted revenue growth in Services for 2012. The company has experienced good demand The Oil Services/Maritime industry is the from customers in the main markets during the strongest growing market in Data Respons and year. Going forward, the company expects im- accounts for 27 % of the company’s total rev- REVENUE BY SEGMENT proved profit margins within services. enue and 39 % of the product & solution rev- “ enue. Data Respons’ strong competence and complete value chain in delivering services, Products & Data Respons continues to leverage on its leading position in offering customers access products and solutions for extreme and special 48%44% 52% Solutions to highly experienced specialists with a broad environmental conditions, make the company Services range of expertise from different disciplines of an attractive partner for this segment. embedded solutions. A strong competence platform is strategically important in order geographic regions to develop new recurring solution customers Data Respons is located in Norway, Sweden, and to stand out as a complete solutions pro- Denmark, Germany and Taiwan. Our busi- vider in the market. ness model is based on close cooperation’s backlog BY SEGMENT and an understanding of our customer’s busi- market development ness needs and vertical markets. To facilitate a Data Respons has a solid customer base with- close cooperation, Data Respons believes in 17% Products & in several industry sectors. Our geographical having regional offices with competent engi- 83% Solutions deployment and 25 years of experience has neering staff in important industrial clusters Services given the company relevant vertical compe- in order to build strategic long-term relation- tence within these markets. ships with our key customers.

Data Respons’ customer list includes world Norway is the largest market area with 47 % leading companies like Ericsson, Saab, Cisco, of the group’s revenue during the year, at- FMC Technologies, Bombardier, Aker So- tributable to a strong development in sec- EMPLOYEES BY SEGMENT lutions, Kongsberg Group, Schlumberger, tors such as Oil Services/Maritime, Telecom, Statoil, National Oilwell Varco, Rolls Royce, Medical and Defence. Laerdal Medical, ABB and Hexagon. Products & Sweden has 42 % of the revenue and experi- 31% 69% Solutions There is a trend among our customers to enced growth during the year. The company Services reduce their number of suppliers. Data Re- has built a strong position in the Swedish mar- spons is well-positioned with a broad range ket, with increased ability to win new embed- of expertise from different disciplines, cover- ded solution contracts with large customers. ing all parts of the development and solution delivery cycle. Denmark and Germany represents respective- EMPLOYEES BY COUNTRY ly 5 % and 7 % of the revenue during 2012. The number of large scale customers in- In Denmark revenue has decreased due to the creased during the year and the company ex- planned downsizing to meet the current mar- 49% Norway pects this trend to continue going forward. ket conditions. The restructuring of the Dan- Germany The financial and political uncertainty in ish operation was completed during the third 2% 10% Sweden Europe had some impact outside of Norway quarter of 2012. during the second half of 2012, but for Data Denmark 39% Respons the market development is positive In our Asian organisation there has been high for most of our major vertical markets, re- activity during 2012, as an increasing number sulting in strong order intake for the year. of solution deliveries and projects are carried out in cooperation with our Asian partners.

6 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 1: Board of Directors’ report

organisation and work force objectives coming year to the general meeting. Propos- At the close of 2012, the group had 394 em- The objectives of the company are to provide als from the Nomination Committee are justi- ployees working at 15 offices in Norway (140), products and services and own and manage fied, and the proposals from the Nomination Sweden (193), Denmark (9), Germany (41) stocks and shares within IT-related activities, and Committee are made available on the compa- and Taiwan (11). The average number of em- other activities naturally connected to this. ny’s website along with the invitation to the ployees at the parent company was 6. AGM. The current members of the Nomina- work of the board tion Committee are Haakon Sæter, Andreas B. The average number of employees in the group In 2012 there were 6 directors on the Board, 4 Lorentzen and Narve Reiten. was 414, and there were 68 female employees of whom were elected by the general meeting in the group at the end of the year, of which and 2 of whom were elected by the employ- In addition, the company has an Election Board 14 in middle management. Equal pay for work ees. The Board normally meets 9 times a year, for the election of employee representatives of equal value, regardless of gender, is em- and otherwise as needed. In 2012 the Board to the Board, and comprises three members phasised at Data Respons. Salary and terms of held a total of 9 meetings. The work of the which are employed at Data Respons. employment for comparable positions are the Board is governed by detailed rules of proce- same for women and men. dure. The Board has an annual programme of board of directors work including specific topics and fixed items The Board of Directors of Data Respons is Recruitment, promotion and development of such as the approval of the annual financial responsible for the group’s strategic develop- the staff are based on merit and equal oppor- statements, interim financial statements and ment, and it shall keep itself informed at all tunity regardless of ethnicity, colour, religion, budgets. The Board is also responsible for over- times of the company’s financial position, as gender, age, national origin, sexual orienta- all strategy and for setting long-term goals, as well as adopt plans and budgets for the busi- tion, marital status and disability. Discrimina- well as important decisions about acquisitions, ness. The Board’s role, responsibilities and tion, bullying or harassment is not accepted at establishment of new operations and major in- work methods have been defined thoroughly Data Respons. Employees are asked to report vestments. In 2012 there were 3 men and 3 in the rules of procedure that were adopted in incidents of such behaviour to their immediate women on the Board. 2005. The rules of procedure also define the supervisor or the employee representative. tasks and duties of the CEO in relation to the nomination committee Board in greater detail. corporate governance Data Respons has a Nomination Committee Data Respons’ organisation is structured which is elected by the general meeting. The The composition of the Board of Directors and managed in accordance with the Nor- Committee makes proposals to the general complies with the requirement that the Board wegian Code of Practice for Corporate Gov- meeting regarding the election of sharehold- be independent from the company manage- ernance. The Board of Directors states that er-elected members to the Board. The gen- ment, and independent from major business Data Respons has been in compliance with eral meeting decides the remuneration of the associates of the company. Management is the code throughout 2012. Nomination Committee. The committee is not represented on the Board of Directors. comprised of three members, none of which The Chairman of the Board of Directors is The Board of Directors’ report on corporate are Board members or employees at Data Re- elected by the general meeting. Board mem- governance can be read at the company’s spons. The Nomination Committee proposes bers are normally elected for a term of two website: www.datarespons.com/investors. the remuneration of the directors for the years. Board members are encouraged to own

DATA RESPONS ASA | ANNUAL REPORT 2012 7 CHAPTER 1: Board of Directors’ report

shares in the company. Page 9 of the annual auditor reports on the effectiveness of internal nology facilitates new solutions, which is vital report provides a detailed description of the in- controls related to financial reporting to the for its development. dividual members’ backgrounds, qualifications audit committee and the Board of Directors at and shareholdings. least once every year. Data Respons is well-positioned as a complete solutions provider for the industrial market in the The Board has appointed an Audit Commit- corporate social responsibility Nordic region and in Germany. The company has tee which provides assistance to the Board in Taking overall responsibility is an important customers in a wide range of vertical industries fulfilling their responsibility to the sharehold- core value at Data Respons. The group aspires and a balanced portfolio of large-cap customers. ers, potential shareholders, and investment to be a responsible corporation in terms of la- community relating to corporate accounting, bour standards, human rights and environmen- Data Respons’ customers face shorter time-to- reporting practices of the company, and the tal protection. The company has implemented market demands combined with the need for quality and integrity of the financial reports corporate social responsibility policies which more intelligent computer technology content of the Company. As part of this process, the are publicly available on the company website. in products, equipment and infrastructure. external auditors participate in several meet- The CSR policies cover governance and integrity Other important parameters are cost savings, ings of the Audit Committee. In carrying out management, environmental protection, human increased efficiency and more functionality. To its responsibilities, the Audit Committee should rights and labour standards and are in accord- meet these challenges, experience shows that ensure that the corporate accounting and re- ance with the UN Global Compact Principles. more and more companies choose to cooper- porting practices of the company are in accord- ate strategically and closely with solid, reputable ance with all legal requirements and are of the safety, health & environment (she) providers with complete solutions capabilities. highest quality. The audit committee consists of Data Respons is not regulated by environmen- three Board members. tal licences or injunctions. The company does The demand from customers has not been ma- not pollute the external environment. Aver- terially affected by the uncertainty in Europe. The Board has also appointed a compensation age sick leave over the course of the year was The company is monitoring the development committee. The Board’s Compensation Com- 2.7 %, and none of the group’s subsidiaries thoroughly and will carry out operational ad- mittee is a subcommittee of the Board of Direc- recorded work related accidents that resulted justments in case the situation should change. tors of Data Respons ASA and is independent in personal injury or property damage. The Additionally, several initiatives have been imple- of group management. Its role is to make working environment is regarded as good, and mented in making the company more cost- ef- preparations for the Board’s discussions of improvement measures are implemented con- fective and profitable during 2012. questions involving compensation. The Com- tinuously. Employees and management have a pensation Committee is responsible only to the constructive collaboration, which has a posi- Improved profitability, positive cash flow and full corporate Board and its authority is limited tive impact on our operations. long-term growth is Data Respons’ main focus. to making recommendations to the Board. The group’s growth, operational cash flow and allocation of the result for profitability levels can fluctuate between quar- internal control the year ters. Based on the current demand from our The Board of Directors evaluate, at least annu- Data Respons ASA reported a profit before tax customers, a more efficient organisation and a ally, the company’s most significant risks and of NOK 22.4 million (-137.7) in 2012. The net strong order backlog, the company expects im- the related internal control measures in place. profit for the year was NOK 15.3 million (-139.5). proved profitability and positive cash flow from The Board of Directors oversees and evalu- The Board of Directors proposes that dividend operations going forward. ates the company’s internal control and risk shall be paid with NOK 0.25 pr share - in total management functions related to financial re- NOK 12.1 million. Taking the proposed divi- porting. The management is responsible for dend into consideration NOK 3.3 million will declaration on the financial establishing and maintaining adequate internal be transferred to retained earnings. Before dis- statements control of financial reporting. tribution of dividends, the parent company had We confirm that the financial statements for equity of NOK 289.5 million, of which NOK the year 2012, to the best of our knowledge, The objective of the internal control of financial 75.4 million comprised distributable reserves have been prepared in accordance with Inter- reporting is to provide reasonable assurance at December 31, 2012. national Financial Reporting Standards (IFRS), regarding the reliability of financial reporting gives a true and fair view of the company’s and and the preparation of Data Respons’ financial outlook group’s consolidated assets, liabilities, financial statements for external reporting purposes in The company believes that the long-term out- position and results of operations, and that accordance with International Financial Re- look for the embedded solutions market is the annual report includes a fair review of the porting Standards. The effectiveness of internal positive. The need for more intelligent prod- development, results and position of the com- control of financial reporting is evaluated an- ucts, better infrastructure and enhanced user pany and group, together with a description of nually by the Board of Directors. As part of the functionality are driving forces in the market. the most central risks and uncertainty factors audit of the financial statements, the external Advanced and cost-effective computer tech- facing the companies.

The board of directors of Data Respons ASA Høvik, March 22, 2013

Ulla-Britt Fräjdin Hellqvist Ole Jørgen Fredriksen Kathryn Moore Baker member of the board chairman of the board member of the board

Erik Langaker Åsa Grübb-Weinberg Jarl Guntveit Kenneth Ragnvaldsen member of the board employee representative employee representative CEO

8 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 1: Board of Directors’ report The Board of Directors

ole jørgen fredriksen kathryn moore baker erik langaker chairman of the board member of the board member of the board Number of shares/options: 225 544 Number of shares: 0 Number of shares: 100 000 Number of options: 0 Number of options: 0 Number of options: 0

Fredriksen (born 1950) was elected Chair- Baker (born 1964) was elected to the Langaker (born 1963) was elected to the man of the Board in April 2009. Fredriksen Board in April 2011. She is a partner at Board in November 2011. Langaker has has a Bachelor degree from the Norwegian Reiten & Co. Baker holds a Bachelor in 20 years of experience in finance and School of Economics & Business Admin- Economics from Wellesley College and M&A from international markets. Lan- stration and has held various key man- an MBA from The Amos Tuck School of gaker has founded/co-founded more agement positions within the computer Business Administration at Dartmouth than 10 technology companies. He has industry in Europe and USA. He is current- College. She has exstensive board expe- extensive board experience from com- ly Chairman of the Board at Q-Free ASA, rience from Saferoad AS, BW Gas ASA panies such as StormGeo Group, Geo- Itera ASA, Cyviz AS and Engelsviken Can- and EuroProcessing International ASA. Knowledge and Viken Fibernett. ning AS. Fredriksen was co-founder, CEO and President of ASK ASA for 15 years.

ulla-britt fräjdin-hellqvist åsa grübb-weinberg jarl guntveit member of the board employee representative employee representative Number of shares: 10 000 Number of shares: 0 Number of shares: 0 Number of options: 0 Number of options: 0 Number of options: 0

Fräjdin-Hellqvist (born 1954) was elect- Grübb-Weinberg (born 1955) was elect- Guntveit (born 1966) was elected as an ed to the Board in November 2011. She ed as an employee representative in employee representative in May 2012. holds a Master of Science in Engineer- April 2010. She holds a degree in social He holds a Bachelor of Engineering in ing Physics from Chalmers, and has 22 studies from Stockholm University and Computer Science from Gjøvik Univer- years’ experience from various positions has broad experience from various tech- sity College. He has 20 years experience in Volvo PV in both Sweden and inter- nology-based companies. Grübb-Wein- from various technology-based compa- nationally. She is the Chairman of the berg has worked in Data Respons since nies and as entrepreneur. Guntveit has Board at Kongsberg Automotive and 2006 and is currently Account Manager worked in Data Respons since 2006 and SinterCast. Fräjdin-Hellqvist works as an at the Stockholm office. is currently OEM Solution Manager at independent contractor and partner. the Høvik office.

DATA RESPONS ASA | ANNUAL REPORT 2012 9 10 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 2: INVESTOR INFORMATION

investor information

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.

Share information 2012 2011 FINANCIAL CALENDAR 2013 Highest price (NOK) 7.55 11.10 Lowest price (NOK) 4.50 4.81 19.04.13 Presentation of Q1 13 Price at year end (NOK) 5.71 5.45 25.04.13 Annual General Meeting Market value (NOK million) 275.7 263.2 12.07.13 Presentation of Q2 13 Dividend per share 0.25 - 18.10.13 Presentation of Q3 13 31.01.14 Presentation of Q4 13 TRADING AND TRANSACTIONS 2012 2011 Number of transactions 397 601 SHARE PRICE PERFORMANCE Average number of transactions per day 2 2

9 Number of shares traded (million) 3.3 4.9

7 6 shareholder structure 2012 2011 5 Number of shareholders 820 872 4 JANUARY 2012 DECEMBER 2012 Foreign ownership 2.1 % 1.8 % Number of shares owned by Data Respons ASA - - Number of shares outstanding (million) 48.3 48.3 ANALYST COVERAGE

ABG Sundal Collier Aleksander Nilsen [email protected]

Nordea Markets Data Respons believes that it is important to have an open and André Holø Adolfsen [email protected] active dialogue with the stock market, and that all shareholders are treated equally.

DATA RESPONS ASA | ANNUAL REPORT 2012 11 CHAPTER 2: INVESTOR INFORMATION Key figures

key figures

NOK 1 000 2012 2011 2010 2009 2008 income statement Operating revenue 844 137 849 885 706 807 726 142 818 496 Operating expenses 808 795 836 444 703 498 746 749 756 087 EBITDA 35 342 13 440 3 309 -20 607 62 409 Depreciation and amortisation 4 596 5 325 6 894 8 243 7 515 Impairment of goodwill - 87 316 - 58 979 - Operating profit/loss 30 746 -79 201 -3 586 -87 828 54 893 Profit/loss before tax and non-controlling interest 25 157 -82 451 -7 712 -90 941 56 157 Net profit/loss after tax 12 804 -92 597 -11 168 -84 665 39 439 balance Total assets 429 228 443 956 542 706 508 251 689 039 Equity 253 341 242 376 334 587 330 476 407 156 Cash and cash equivalents 7 010 4 894 4 738 27 072 55 331 key figures Revenue growth -0.7 % 20.2 % -2.7 % -11.3 % 28.9 % Gross margin 48.4 % 50.6 % 55.8 % 53.8 % 57.1 % EBITDA margin 4.2 % 1.6 % 0.5 % -2.8 % 7.6 % EBIT margin 3.6 % -9.3 % -0.5 % -12.1 % 6.7 % Net profit margin 1.5 % -10.9 % -1.6 % -11.7 % 4.8 % Cash flow from operations 31 904 1 773 -22 645 3 828 50 698 Return on equity 5.2 % -32.1 % -3.4 % -23.0 % 11.6 % Return on total assets 7.0 % -16.1 % -0.7 % -14.7 % 9.2 % Liquidity ratio 150.5 % 132.9 % 128.0 % 131.4 % 132.0 % Equity ratio 59.0 % 54.6 % 61.7 % 65.0 % 59.1 % Working capital 78 492 59 291 50 818 25 055 22 187 key figures for shares Earnings per share (EPS), basic (NOK) 0.27 -1.92 -0.23 -1.91 0,99 Cash flow per share from operations (NOK) 0.66 0.04 -0.47 0.09 1,27 Dividend per share (NOK) 0.25 - - - - Book equity per share (NOK) 5.25 5.02 6.93 7.06 9,61 Number of shares as of December 31 48 284 794 48 284 794 48 284 794 46 833 076 42 361 731 Average number of shares 48 284 794 48 284 794 47 799 562 44 355 585 39 931 700 Average number share transactions per day 2 2 4 4 16 Share price as of December 31 (NOK) 5.71 5.45 11.05 8.90 11,05 Market capitalisation (NOK million) 275.7 263.2 533.5 416.8 468,1

definitions

Return on equity Liquidity ratio Working capital Profit/loss for the year / Average equity Current assets / current liabilities (Current receivables + Inventories) - Current liabilities

Return on total assets Equity ratio Earnings per share (EPS) EBIT / Average total assets Equity / Total assets For calculation of EPS, see Note 9

12 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 2: INVESTOR INFORMATION Key figures

GROUP

REVENUE BY SEGMENT KEY FIGURES OPERATING REVENUE (NOK million) 1000

NOK million 2012 2011 800

Products & Operating revenue 844.1 849.9 600 48%44% 52% Solutions EBITDA 35.3 13.4 400 Services Order backlog 638 639 200 Employees 394 446 0 2008 2009 2010 2011 2012

PRODUCTS AND SOLUTIONS

REVENUE KEY FIGURES OPERATING REVENUE (NOK million)

500 NOK million 2012 2011 450 400 Operating revenue 444.6 432.0 350 300 52% EBITDA 31.9 14.0 250 200 Order backlog 529 500 150 100 50 Employees 123 136 0 2008 2009 2010 2011 2012

SERVICES

REVENUE KEY FIGURES OPERATING REVENUE (NOK million)

500 NOK million 2012 2011 450 400 Operating revenue 408.5 424.3 350 300 48% EBITDA 12.5 12.4 250 200 Order backlog 109 140 150 100 50 Employees 271 310 0 2008 2009 2010 2011 2012

DATA RESPONS ASA | ANNUAL REPORT 2012 13 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.

14 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Statement of comprehensive income

Data Respons’ financial statements for the year 2012 have been prepared in accordance with International Financial Reporting Standards (IFRS).

statement of comprehensive income

GROUP DATA RESPONS ASA

NOK 1000 Note 2012 2011 2010 2012 2011 2010 Sales revenue 2 844 137 849 885 706 807 10 985 21 738 19 297 Operating revenue 844 137 849 885 706 807 10 985 21 738 19 297 Cost of goods sold 435 453 419 563 312 345 - - - Payroll expenses 10,15 311 153 342 354 325 439 10 580 22 663 21 130 Depreciation and amortisation 3 4 596 5 325 6 894 816 1 028 1 490 Impairment of goodwill 3 - 87 316 - - - - Other operating expenses 3,18 62 189 74 527 65 714 9 414 12 037 8 471 Operating profit/loss 30 746 -79 201 -3 586 -9 825 -13 989 -11 793 Group contribution and dividends from subsidiaries - - - 36 323 21 676 13 109 Other financial income 16,19 2 719 7 771 5 370 940 2 439 1 334 Impairment of shares in subsidiaries 3,4 - - - -1 580 -142 871 -1 336 Other financial expenses 16,19 -8 358 -11 021 -9 496 -3 420 -4 926 -2 908 Share of profit of associates 4 50 - - - - - Profit/loss before tax 25 157 -82 451 -7 712 22 438 -137 671 -1 594 Income tax expense 11 -12 353 -10 146 -3 456 -7 114 -1 834 1 674 Profit/loss for the year 12 804 -92 597 -11 168 15 323 -139 505 80 profit attributable to - Equity holders of the company 12 804 -92 597 -11 168 - Non-controlling interest - - - other comprehensive income Currency translation differences -3 065 -839 3 010 - - - Total comprehensive income 9 739 -93 436 -8 159 15 323 -139 505 80 comprehensive income attributable to - Equity holders of the company 9 739 -93 436 -8 159 - Non-controlling interest - - - allocations From/to other equity 15 323 -139 505 80 Earnings per share, basic (NOK) 9 0.27 -1.92 -0.23 Earnings per share, diluted (NOK) 9 0.26 -1.92 -0.23

DATA RESPONS ASA | ANNUAL REPORT 2012 15 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Statement of financial position

statement of FINANCIAL POSITION NOK 1000 Note 2011 2010 2009 2011 2010 2009

ASSETS AS OF DECEMBER 31 GROUP DATA RESPONS ASA

NOK 1000 Note 2012 2011 2010 2012 2011 2010 non-current assets Intangible assets 3,5 152 997 155 087 242 906 - - - Machinery and equipment 3,13 7 658 9 637 11 649 1 677 2 083 2 756 Shares in subsidiaries 4 - - - 291 845 293 425 435 507 Investments in associates 4 551 34 34 - - - Other non-current assets 4 1 113 - - - - - Deferred tax assets 11 11 369 20 134 31 900 21 113 28 228 30 062 Total non-current assets 173 688 184 892 286 490 314 635 323 736 468 324 current assets Inventories 6,13 54 912 58 999 62 768 - - - Trade receivables 7,8,13 175 130 166 891 160 311 1 111 1 868 322 Other receivables 7,8 18 245 28 282 27 986 6 557 13 738 1 654 Current financial assets 244 - 414 - - 355 Cash and cash equivalents 17 7 010 4 894 4 738 371 814 - Total current assets 255 541 259 064 256 217 8 038 16 420 2 331 Total assets 429 228 443 956 542 706 322 674 340 155 470 655

16 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Statement of financial position

statement of FINANCIAL POSITION

NOK 1000 Note EQUITY AND LIABILITIES AS OF DECEMBER 31 GROUP DATA RESPONS ASA

NOK 1000 Note 2012 2011 2010 2012 2011 2010 equity share capital Issued capital 9 24 142 24 142 24 142 24 142 24 142 24 142 Share premium 168 778 325 496 325 496 168 778 325 496 325 496 Total share capital 192 920 349 638 349 638 192 920 349 638 349 638 retained earnings Other equity 60 421 -107 262 -15 052 96 549 -76 718 61 562 Total retained earnings 60 421 -107 262 -15 052 96 549 -76 718 61 562 Non-controlling interest ------Total equity 253 341 242 376 334 587 289 470 272 920 411 200 liabilities non-current liabilities Deferred tax liabilities 11 1 522 1 023 2 746 - - - Pension liabilities 10 4 570 5 677 5 126 9 590 478 Total non-current liabilities 6 092 6 700 7 873 9 590 478 current liabilities Interest-bearing loans and borrowings 13,17 - 24 083 15 951 26 266 58 060 47 388 Trade payables 88 391 85 304 73 782 2 151 2 812 1 738 Income tax payable 11 1 652 - - - - - Public duties payable 28 356 29 858 32 145 348 1 168 1 100 Current financial liabilities 291 - 373 291 - - Other current liabilities 8,12 51 104 55 636 77 995 4 138 4 605 8 752 Total current liabilities 169 795 194 880 200 247 33 195 66 645 58 977 Total liabilities 175 887 201 580 208 119 33 204 67 235 59 455

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

The board of directors of Data Respons ASA Høvik, March 22, 2013

Ulla-Britt Fräjdin Hellqvist Ole Jørgen Fredriksen Kathryn Moore Baker member of the board chairman of the board member of the board

Erik Langaker Åsa Grübb-Weinberg Jarl Guntveit Kenneth Ragnvaldsen member of the board employee representative employee representative CEO

DATA RESPONS ASA | ANNUAL REPORT 2012 17 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Statement of changes in equity

Statement of changes in EQUITY

GROUP Attributable to equity holders of the company Total Equity Issued Share Treasury Translation Note Other equity NOK 1000 capital premium shares differences Equity as of January 1, 2010 23 417 314 729 - -3 162 -4 508 330 476 Profit for the year - - - - -11 168 -11 168 Other comprehensive income for the year - - - 3 010 - 3 010 Total comprehensive income for the year - - - 3 010 -11 168 -8 159 Employee share option sheme 15 - - - - 817 817 Issue of share capital 9 726 10 766 - - -40 11 452 Equity as of December 31, 2010 24 142 325 496 - -152 -14 899 334 587 Profit for the year - - - - -92 597 -92 597 Other comprehensive income for the year - - - -839 - -839 Total comprehensive income for the year - - - -839 -92 597 -93 436 Employee share option sheme 15 - - - - 1 226 1 226 Equity as of December 31, 2011 24 142 325 496 - -992 -106 270 242 376 Profit for the year - - - - 12 804 12 804 Other comprehensive income for the year - - - -3 065 - -3 065 Total comprehensive income for the year - - - -3 065 12 804 9 739 Employee share option sheme 15 - - - - 1 226 1 226 Reduction of share premium 9 - -156 718 - - 156 718 - Equity as of December 31, 2012 24 142 168 778 - -4 057 64 478 253 341

DATA RESPONS ASA Attributable to equity holders of the company Total Equity Issued Share Treasury Note Other equity NOK 1000 capital premium shares Equity as of January 1, 2010 23 417 314 729 - 60 704 398 850 Profit for the year 80 80 Total comprehensive income for the year - - - 80 80 Employee share option sheme 15 - - - 817 817 Issue of share capital 9 726 10 766 - -40 11 452 Equity as of December 31, 2010 24 142 325 496 - 61 562 411 200 Profit for the year -139 505 -139 505 Total comprehensive income for the year - - - -139 505 -139 505 Employee share option sheme 15 - - - 1 226 1 226 Equity as of December 31, 2011 24 142 325 496 - -76 718 272 920 Profit for the year 15 323 15 323 Total comprehensive income for the year - - - 15 323 15 323 Employee share option sheme 15 - - - 1 226 1 226 Reduction of share premium 9 - -156 718 - 156 718 - Equity as of December 31, 2012 24 142 168 778 - 96 549 289 470

18 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Statement of cash flows

statement of cash flows

GROUP DATA RESPONS ASA

NOK 1000 Note 2012 2011 2010 2012 2011 2010 cash flow from operating activities Profit before income tax 25 157 -82 451 -7 712 22 438 -137 671 -1 594 Depreciation and amortisation 3 4 596 5 325 6 894 816 1 028 1 490 Impairment of goodwill 3 - 87 316 - - - - Employee share option scheme 15 1 226 1 226 817 1 226 1 226 817 Finance cost - net 5 639 3 250 4 126 -32 263 123 682 -10 199 Share of profit from associates -50 - - - - - Changes in working capital: - Inventories 3 418 3 664 -19 418 - - - - Trade receivables -11 243 -6 854 -41 014 757 -1 546 271 - Trade payables 4 971 11 641 21 976 -661 1 074 465 - Provisions for pensions 10 -1 107 550 283 -581 112 50 - Other accruals 668 -21 400 12 058 -1 995 219 -3 119 Income tax paid -1 371 -494 -657 - - -654 Net cash flow from operating activities 31 904 1 773 -22 645 -10 262 -11 877 -12 473 cash flow from investing activities Acquisition of subsidiaries, net of cash acquired - -3 557 -11 080 - - - Dividends from subsidiaries - - - - - 887 Group contributions received - - - 36 323 21 676 12 222 Purchase of machinery and equipment 3 -2 847 -3 337 -3 956 -461 -355 -403 Interest received 16 1 107 1 037 928 772 247 58 Purchase of financial assets 4 - - - - -4 363 -30 424 Payments regarding loans to subsidiaries 8 - - - 6 550 -12 759 - Other investing activities -1 529 - - 57 - - Net cash flow from investing activities -3 268 -5 856 -14 108 43 241 4 445 -17 659 cash flow from financing activities Net change in overdraft facilities 17 -24 083 8 132 15 951 -31 794 10 627 31 809 Interest paid 16 -2 437 -3 893 -2 958 -1 627 -2 428 -1 676 Net cash flow from financing activities -26 520 4 239 12 992 -33 421 8 245 30 133 Net change in cash and cash equivalents 2 117 155 -23 761 -442 813 - Cash and cash equivalents at the start of the period 4 894 4 738 27 072 813 - - Exchange gains/losses on cash and cash equivalents - - 1 426 - - - Cash and cash equivalents at the end of the period 17 7 010 4 894 4 738 371 813 -

DATA RESPONS ASA | ANNUAL REPORT 2012 19 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 1

note 1 accounting principles general information As of December 31, 2012 the group had unrecognised actuarial gains of Data Respons ASA is a public limited company registered in Norway. NOK 2.8 million (2011; 1.0) and the parent company had unrecognised The company’s head office is located at Sandviksveien 26, 1363 Høvik, actuarial gains of NOK 0.5 million (2011; 0.0). After IAS 19 revised Norway. The group’s business operations are described in Note 2. comes into effect, there will not be material effects on the group’s operating profit, however the unrecognised actuarial gains will reduce accounting principles the pension liability and increase equity by NOK 2.8 million as of The Data Respons group’s consolidated financial statements and the January 1, 2013. The change in actuarial gains will be recognised as company financial statements of Data Respons ASA for the financial year part of OCI. The effect on group OCI will be a gain of NOK 1.8 million of 2012 have been prepared in accordance with International Financial in 2012 and a gain of NOK 0.7 million for 2011. Reporting Standards (IFRSs) and the interpretations set out by the In- ternational Accounting Standards Board, as approved by the European IFRS 9 will replace the classification, measurement and recognition of Union. The financial statements are based on the historical cost princi- financial assets and financial liabilities in the current IAS 39. Considering ple with the exception of financial derivatives. The consolidated financial the current scope and use of financial instruments, the impact of the statements have been prepared using consistent accounting principles for changes is not expected to be material. similar transactions and events under otherwise similar circumstances. functional currency and presentation currency new and amended standards adopted by the group The group presents its financial statements in NOK. This is also the The following standards / interpretations have been issued and are ef- functional currency of the parent company. Subsidiaries with a differ- fective from the financial year beginning January 1, 2012 but have not ent functional currency are translated using the closing date rate for had any material effect on the group: balance sheet items and monthly average rates for the income state- IFRS 7 Financial Instruments – Disclosures (amendment), ment. Translation differences are charged against other comprehensive effective from 2012 / 2013 income. When a foreign subsidiary is partially or completely disposed of IAS 12 Income Taxes (amendment) or sold, translation differences related to the subsidiary are recognised in the income statement. The following standards have been early adopted by the group: IFRS 10 Consolidated financial statements consolidation IFRS 11 Joint Arrangements IFRS 12 Disclosure of Involvement with Other Entities subsidiaries The consolidated financial statements include Data Respons ASA and IFRS 10 provides additional guidance to assist in the determination of companies in which Data Respons ASA has a controlling interest. A con- control where it is difficult to assess. IFRS 11 provides a more realistic trolling interest is normally achieved when the group owns more than reflection of joint arrangements by focusing on the rights and obliga- 50 % of the shares in the company or the Group is in a position to exercise tions of the arrangement rather than its legal form. IFRS 12 includes the actual control over the company. Non-controlling interests are included disclosure requirements for all forms of interests in other entities. in the Group’s equity. The consolidated financial statements include the parent company Data Respons ASA and the following subsidiaries: None of the three standards that are early adopted by the group have had any material impact on the group or any changes on comparative figures. Data Respons Norge AS (100 %) New standards were applied in deciding the accounting treatment of Data Data Respons Asia AS (100 %) Respons’ acquisition of a 50 % ownership in a Danish consultancy com- Digitas AS (100 %) pany during 2012. Please refer to Note 4 for more information. Data Respons AB (Sweden) (100 %) Sylog Sverige AB (Sweden) (100 %) standards, amendments and interpretations published Professional Finder AB (Sweden) (100 %) but not yet implemented Lundinova AB (Sweden) (100 %) The standards and interpretations listed below have been published, but Data Respons OY (Finland) (100 %) are not yet effective at the date of approval of the financial statements Data Respons A/S (Denmark) (100 %) and not early adopted by the group. Data Respons GmbH (Germany) (100 %) Ipcas GmbH (Germany) (100 %) IAS 1 Financial Statement Presentation (amendment), effective from 2013 IAS 19 Employee Benefits (amendment), effective from 2013 Subsidiaries are fully consolidated from the date on which control was IFRS 13 Fair value measurement, effective from 2013 transferred to the group. They are de-consolidated from the date that IAS 27 Separate Financial Statements (as revised in 2011), effective control ceases. The consolidated financial statements show the overall from 2013 financial results and the overall financial position when presenting the IAS 28 Investments in Associates and Joint Ventures (as revised in parent company Data Respons ASA and its controlling interests in other 2011), effective from 2013 companies as a single financial entity. Companies in which the group IAS 32 Financial Instruments - Presentation (amendment), effective has a sole controlling interest (subsidiaries) have been fully consolidated from 2014 line by line in the consolidated financial statements. IFRS 9 Financial Instruments, effective from 2015 The Profit/loss for the year and share of equity attributed to non-con- IAS 19 Employee benefits were amended in June 2011. The amend- trolling interests are presented on separate lines. Intercompany trans- ments eliminate the corridor approach and calculate finance costs on a actions and balances have been eliminated. The consolidated financial net funding basis. The impact on the group will be as follows: eliminate statements have been prepared using uniform principles, which means the corridor approach and recognize all actuarial gains and losses in that the subsidiaries follow the same accounting principles as the parent OCI as they occur; to immediately recognize all past service costs; and company, and that these principles have been applied consistently over to replace interest costs and expected return on plan assets with a net time. Acquired subsidiaries are recognised in the consolidated financial interest amount that is calculated by applying the discount rate to the statements based on the historical cost to the parent company. His- net defined benefit liability (asset). torical cost includes best estimate on future additional payments based on earn-out agreements. The historical cost is allocated to identifiable

20 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 1

assets and liabilities in the subsidiary, which are recorded in the con- goodwill solidated financial statements at fair value at the time of acquisition. The difference between the historical cost at the time of acquisition Acquisition-related costs are expensed as incurred. Identifiable assets and the fair value of net identifiable assets at the time of acquisition are defined as both tangible fixed assets and intangible assets, exclud- are classified as goodwill. Goodwill is recognised in the balance sheet ing goodwill. Any excess value or shortfall in value beyond that which at historical cost, less any accumulated impairments. Goodwill is not can be attributed to identifiable assets and liabilities is recognised in the depreciated, but is tested annually for impairment at the balance sheet balance sheet as goodwill. Excess values in the consolidated financial date, or more frequently if there is an indication of impairment. In cases statements are depreciated on a straight-line basis over the anticipated where negative goodwill is identified in connection with business com- economic life of the acquired assets, less any residual value. Goodwill binations, the purchase price allocation is reassessed before any nega- and excess values attributed to intangible assets with an indeterminable tive goodwill is recognised in income. useful life are not depreciated, but are tested for impairment in accordance with IFRS. research and development Expenses related to research activities are recognised in the income associates and joint ventures statement when they are incurred. Expenses relating to development Associates are all entities over which the group has significant influence activities are recognised in the balance sheet if these relate to an iden- but not control, generally between 20 % and 50 % of the voting rights. tifiable product that is technically and commercially feasible and the Joint ventures are entities where the group has shared control with one group has adequate resources to complete the development. Expenses or more other parties, generally where Data Respons has 50 % voting that are recognised in the balance sheet include materials expenses, rights. Investments in associates and joint ventures are accounted for direct payroll expenses and other directly attributable expenses. using the equity method of accounting. Under the equity method, the investment is initially recognised at cost, and the carrying amount is Capitalised development expenses are recognised in the balance sheet increased or decreased to recognise the investor’s share of the profit or at historical cost, less any accumulated depreciation and write-downs. loss of the investee after the date of acquisition. The group’s investment Capitalised development expenses are depreciated over the estimated in associates includes goodwill identified on acquisition. useful life of the asset. Intangible assets under development, however, are not depreciated and are tested for impairment annually or more classification and valuation of balance sheet items frequently if there is an indication of impairment. 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 valuation of investments in subsidiaries the operating cycle. Other items are classified as non-current assets or Subsidiaries are valued in accordance with the historical cost method non-current liabilities. Financial instruments are classified and meas- in the parent company’s financial statements. Investments are valued ured in accordance with IAS 39 Financial Instruments; Recognition at the historical cost of the shares unless a write-down of the shares and Measurement. For the group it is primarily loans and receivables has been necessary, in which case they are written down to fair value. that are relevant categories. Financial assets with fixed or determina- ble cash flows that are not listed in an active market are classified as provisions loans and receivables. Provisions are made in the financial statements where the Group has a liability (legal or self-imposed) as a result of a past incident, if it is probable The group will on occasion use derivatives to hedge against fluctua- that a financial settlement will be made as a result of this liability, and if tions in currency exchange rates. Derivatives not designated as hedging the amount of such a settlement can be measured reliably. If the impact instruments according to IFRS are recognised at fair value with changes is significant, the provisions are calculated by discounting the estimated against other financial income/expenses. Derivatives designated as fair future cash flows by a discount rate before tax that reflects the market’s value hedges are recognised at fair value in the statement of financial pricing of the current value of money and, where relevant, risks specifi- position. The corresponding change in value of the hedged item is also cally linked to the liability. recognised in the statement of financial position. The net effect of the two is charged against other financial income/expenses. Provisions for restructuring are included if the group has approved a detailed and formal restructuring plan, and the restructuring has either start- receivables ed or been announced. Provisions for loss-making contracts are included Accounts receivable and other receivables are recognised in the balance when the group’s estimated revenue from a contract is lower than the es- sheet at nominal value, less provisions for estimated losses. Provisions for timated expenses that will be incurred to fulfil the contractual obligations. losses are made on the basis of individual assessment of the individual receivables, as well as past experience. revenue recognition Revenue is recognised when it is probable that transactions will generate machinery and equipment future financial benefits that will pass to the company, and the value of Machinery and equipment is recognised in the balance sheet and depre- such benefits can be estimated reliably. Sales revenue is recognised net of ciated on a straight-line basis over the estimated useful life less any re- value added tax and discounts. The group has revenue from three different sidual value. Direct maintenance of machinery and equipment is expensed categories: as other operating expenses, while enhancements or improvements that increase the capacity are added to the cost price and depreciated in line products and solutions with the asset. Depreciation periods and profiles and residual values are Revenue from the sale of goods is recognised when delivery has been assessed annually. made and most of the risk and return potential has been transferred. intangible assets Revenue from the sale of solutions is a combination of the sale of de- Intangible assets consist of identifiable intangible assets. Intangible velopment services and the subsequent delivery of products. The rec- assets are recognised in the balance sheet if it is probable that the ognition of revenue from solutions is dependent on the pricing model expected future financial benefits attributable to the asset will pass selected. In cases where the customer pays separately for development to the company and the asset’s historical cost can be measured sepa- work and the products, and pricing is established independently, rev- rately and in a reliable manner. Intangible assets with a limited useful enue is recognised in accordance with the principles applicable to ser- life are recognised at historical cost, less accumulated depreciation vices and products described below. and impairment. Depreciation is charged on a straight-line basis over the estimated useful life. The depreciation period and method are re- If the customer only pays for the finished product, the company, in viewed annually. Intangible assets with an indeterminable useful life are cases where there is a contractual delivery, recognises revenue and capi- not depreciated, but are tested annually for impairment at the balance talises development work in line with the degree of completion. This is sheet date, or more frequently if there is an indication of impairment. subsequently expensed in line with the delivery of the products.

DATA RESPONS ASA | ANNUAL REPORT 2012 21 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 1

services ed at the current tax rate on the basis of temporary differences between Revenue from the sale of services is recognised according to the stage the financial accounting and tax-related values, and tax loss carry forward of completion. The stage of completion is measured as accrued hours at the end of the financial year. in relation to total estimated hours. Estimated loss on contracts will be recognised in the income statement in its entirety in the period when Negative and positive temporary differences that reverse or may reverse it has been identified. 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 Interest income is recognised as it is accrued. Dividends are recognised as a deferred tax asset if it is considered adequately probable that the as income when they have been approved by the general meeting of losses can be utilised in the future. the distributing company. cash and cash flow statement inventories The cash flow statement has been prepared in accordance with the indi- Purchased inventory is valued at the lower of historical cost (using the rect method. Cash and cash equivalents include cash, bank deposits and FIFO principle) or net realisable value. Write-downs are made for any other short-term liquid investments that can be converted immediately inventory that is assumed to be obsolete. and without any significant exchange rate risk to a known cash amount, and with maturity date less than three months from the purchase date. currency segments transactions in foreign currency The group is organised into operating segments based on the under- Transactions in foreign currencies are translated at the rate in effect on lying operations as these are reported to and monitored by group the date of the transaction. Monetary items in foreign currencies are management. The business segments reported are Products & Solu- translated to Norwegian kroner (NOK) using the rate in effect at the tions and Services. balance sheet date. Exchange rate fluctuations are recognised in the income statement on an on-going basis during the accounting period. contingent liabilities and assets Contingent liabilities are not recognised unless these arise from, and foreign operations are assessed as a result of business combinations. Material contingent The assets and liabilities of foreign operations, including goodwill, are trans- liabilities are disclosed unless the probability of the liability materia- lated into NOK using the exchange rate in effect at the balance sheet date. lising is remote. Contingent assets are not recognised in the annual Revenue and expenses relating to foreign operations are translated into financial statements. NOK using monthly average exchange rates. Translation differences resulting from the translation of net investments in foreign operations are speci- events after the balance sheet date fied as currency translation differences under other comprehensive income. New information received after the balance sheet date relating to the company’s financial position at the balance sheet date has been taken government grants into consideration in preparing the annual financial statements. Events Government grants are recognised in the financial statements where it occurring after the balance sheet date that do not affect the company’s is reasonably certain that the company will fulfil the terms of the grants, financial position at the balance sheet date, but that will affect the com- and that the grants will be received. Operating subsidies are accounted pany’s financial position in the future are disclosed in if these are material. for systematically over the period that the subsidies are received. Grants are recorded in the financial statements as a deduction in the expenses use of estimates they are meant to cover. The management has used estimates and assumptions that have affected assets, liabilities, income, expenses and information on potential liabili- pensions ties. This applies in particular to the recognition of revenue related to Pension expenses and pension liabilities are calculated on a linear earn- long-term manufacturing projects, development projects, capitalised de- ing basis in accordance with assumptions regarding the discount rate; velopment expenses, pension liabilities and the valuation of goodwill. Ac- future adjustment of wages, pensions and social security benefits; fu- counting estimates may change as a result of future events. Estimates and ture return on pension assets; as well as actuarial assumptions regarding their underlying assumptions are assessed continuously. Changes to ac- mortality, voluntary retirement, etc. counting estimates are included in the financial statements for the period in which the change occurs. If the changes also apply to future periods, The pension assets are valued at fair value less the net pension liabilities the impact is spread over the current and future periods. in the balance sheet. Changes in pension liabilities due to changes in pension plans are allocated over the estimated remaining earning pe- estimated impairment of goodwill riod. The same applies to actuarial gains or losses (estimated discrepan- The group tests annually whether goodwill has suffered any impair- cies) exceeding 10 % of the higher of the pension liabilities or pension ment. The recoverable amounts of cash generating units have been de- assets (corridor). termined based on value-in-use calculations. These calculations require the use of estimates (see Note 3). Employer’s social security contributions are charged as an expense based on the pension premium paid for insured (group) pension schemes, revenue recognition and are accrued in accordance with the change in the pension liabilities The group uses the percentage of completion method in accounting for for uninsured pensions. Defined contribution pension schemes are ex- its fixed price contracts to deliver certain solutions projects. Use of the pensed as they are due. percentage of completion method requires the group to estimate the services performed to date as a proportion of the total services to be employee share option scheme performed. Employee 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 pension benefits exercise date. The employer’s social security contributions linked to vest- The present value of the pension obligations depends on a number of ed options are accrued correspondingly over the life-span of the option. factors that are determined on an actuarial basis using a number of assumptions. All significant defined benefit plans in the group are related income tax to Norwegian employees. The group relies on recommended assump- Income tax expense in the income statement comprises both income tax tions as presented by the Norwegian Accounting Standards Board for payable for the period and changes in deferred tax. Deferred tax is calculat- calculation of Norwegian pension liabilities.

22 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 2

note 2 operating segments

The group is divided into two operating segments: Products & Solutions and Services. products and solutions The Products & Solutions segment consists of development and delivery of custom solutions by combining engineering services with standard embedded computer products from leading partners or deliveries of standard embedded computer products. services Data Respons offers consultancy services for a range of technology related development projects.

operating segments 2012

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

External operating revenue 443 365 400 771 - - 844 137 Internal operating revenue 1 257 7 745 10 985 -19 986 0 Operating revenue 444 622 408 516 10 985 -19 986 844 137 Operating expenses 412 769 396 018 19 994 -19 986 808 795 Depreciation 2 855 924 816 - 4 596 Impairment of goodwill - - - - - Operating profit/loss 28 997 11 574 -9 825 -0 30 746 Financial income 1 982 329 37 263 -36 855 2 719 Financial expense -5 385 -86 -5 000 2 113 -8 358 Profit/loss before tax 25 645 11 817 22 438 -34 743 25 157 Income tax expence -11 734 -3 675 -7 114 10 170 -12 353 Profit/loss for the year 13 911 8 142 15 323 -24 572 12 804

operating segments 2011

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

External operating revenue 432 004 417 881 - - 849 885 Internal operating revenue - 6 446 21 738 -28 184 - Operating revenue 432 004 424 326 21 738 -28 184 849 885 Operating expenses 418 036 411 891 34 700 -28 184 836 443 Depreciation 3 226 1 072 1 028 - 5 325 Impairment of goodwill 30 454 56 862 - -0 87 316 Operating profit/loss -19 712 -45 498 -13 989 0 -79 199 Financial income 4 944 642 24 115 -21 931 7 771 Financial expense -6 080 -270 -147 797 143 126 -11 021 Profit/loss before tax -20 847 -45 126 -137 671 121 194 -82 451 Income tax expence -11 837 -2 554 -1 834 6 079 -10 146 Profit/loss for the year -32 685 -47 680 -139 505 127 273 -92 597

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

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

DATA RESPONS ASA | ANNUAL REPORT 2012 23 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 2

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

revenue 2012

NOK 1000 Products & Solutions Services Eliminations Group

Norway 303 270 100 817 -5 567 398 521 Sweden 70 175 292 106 -2 176 360 105 Denmark 31 007 9 894 - 40 901 Germany 49 955 6 555 - 56 510 Eliminations -9 786 -857 -1 258 -11 900 Operating revenue 444 622 408 516 -9 001 844 137

revenue 2011

NOK 1000 Products & Solutions Services Eliminations Group

Norway 259 405 111 647 -6 319 364 733 Sweden 69 444 258 023 -35 327 431 Denmark 62 389 46 887 - 109 276 Germany 41 581 9 033 -84 50 530 Eliminations -814 -1 264 -7 -2 086 Operating revenue 432 004 424 326 -6 446 849 885

24 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 3

note 3 INTANGIBLE ASSETS, MACHINERY AND EQUIPMENT

GROUP DATA RESPONS ASA

Other Total Machinery Machinery and intangible intangible and NOK 1000 equipment Goodwill assets assets equipment Cost or valuation as of January 1, 2011 300 591 4 191 304 782 55 481 9 931 Additions - - - 3 337 355 Disposals - - - -271 - Translation differences -503 -447 -951 -98 - Cost or valuation as of December 31, 2011 300 087 3 744 303 831 58 448 10 286 Accum. depr. and impairm. as of January 1, 2011 57 685 4 191 61 876 43 832 7 176 Depreciation for the year - - - 5 323 1 028 Impairment for the year 87 316 - 87 316 - - Disposals - - - -268 - Translation differences - -447 -447 -75 - Accum. depr. and impairm. as of December 31, 2011 145 000 3 744 148 744 48 811 8 204 Net book value as of December 31, 2011 155 087 - 155 087 9 637 2 083

Cost or valuation as of January 1, 2012 300 087 3 744 303 831 58 448 10 286 Additions - - - 2 847 461 Disposals - - - -242 -496 Translation differences -2 090 -996 -3 085 -1 118 - Cost or valuation as of December 31, 2012 297 997 2 748 300 746 59 934 10 251 Accum. depr. and impairm. as of January 1, 2012 145 000 3 744 148 744 48 811 8 204 Depreciation for the year - - - 4 596 816 Impairment for the year - - - - - Disposals - - - -151 -446 Translation differences - -996 -996 -980 - Accum. depr. and impairm. as of December 31, 2012 145 000 2 748 147 749 52 276 8 574 Net book value as of December 31, 2012 152 997 - 152 997 7 658 1 677

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

EXPENCED LEASE RENTALS IN THE GROUP NOK 1000 2012 2011 2010 Rental of premises in Norway 10 987 12 763 10 667 Rental of premises outside Norway 8 509 10 432 10 191 Operational leasing of IT equipment 1 934 1 719 881 Operational leasing of vehicles 2 996 2 462 2 404

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

DATA RESPONS ASA | ANNUAL REPORT 2012 25 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 3

intangible assets Other intangible assets consist of capitalised development expenses, as well as intangible assets recognised at fair value upon the acquisition of companies. In 2012, no development project expenses were capitalised. changes in goodwill 2012 There were no acquisitions in 2012. All goodwill is recorded in local currency, and as a result, changes in currency exchange rates will affect the value of goodwill. Compared to the currency rate at the acquisition date, goodwill was adjusted downwards by NOK 1 795 thousand at the end of 2012, compared to an upwards adjustment of NOK 295 thousand at the end of 2011. impairment test of goodwill Goodwill 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 GOODWILL NOK 1000 2012 2011 2010 Data Respons Norge AS 70 547 70 547 70 547 Data Respons AB (SE) 10 266 10 449 33 561 Sylog Sverige AB (SE) 55 971 56 966 57 005 Lundinova AB (SE) - - 5 826 Data Respons A/S (DK) - - 48 556 Ipcas GmbH (DE) 16 213 17 125 27 411 Total 152 997 155 087 242 906

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

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

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

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

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

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

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

26 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 4

note 4 SUBSIDIARIES AND OTHER INVESTMENTS

GROUP

Company Date of acquisition Registered office Ownership and voting interest

subsidiaries Data Respons Norge AS 27.11.2001 Bærum 100 % Data Respons Asia AS* 17.02.2000 Bærum 100 % Data Respons AB 27.11.2001 Kista (SE) 100 % Data Respons A/S 27.11.2001 Herlev (DK) 100 % Data Respons OY 01.11.2003 Espo (FI) 100 % Data Respons GmbH 17.02.2005 Karlsruhe (DE) 100 % Digitas AS 01.04.2006 Bærum 100 % Sylog Sverige AB 06.07.2007 Kista (SE) 100 % Professional Finder AB 06.07.2007 Kista (SE) 100 % Lundinova AB 16.01.2008 Lund (SE) 100 % Ipcas GmbH 11.09.2008 Erlangen (DE) 100 % associates / joint arrangements TechPeople A/S 16.05.2012 Herlev (DK) 50 %

* Certified Computer Technology AS changed its name to Data Respons Asia AS on June 4, 2012. techpeople a/s 50 % of TechPeople A/S was acquired on May 16, 2012 by Data Respons A/S. KIF Invest ApS owns the remaining 50 % of the company shares, voting rights and board representation is divided equally among the two owning parties, and important decisions require consensus between the owners. The investment is classified as a joint venture according to IFRS 11, and is accounted for using the equity method. The group’s share of the result in the joint venture, and its aggregated assets and liabilities, are as follows: NOK 1000 Assets Liabilities Revenues Profit Carrying value TechPeople A/S 2 536 2 630 5 391 50 558

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

DATA RESPONS ASA

Company Currency Issued capital Shareholding Book value (NOK 1000)

Data Respons Norge AS NOK 1 387 100 % 163 153 Data Respons Asia AS NOK 1 100 100 % - Data Respons AB SEK 507 100 % 15 036 Data Respons OY EUR 150 100 % 1 629 Data Respons A/S DKK 2 277 100 % - Data Respons GmbH EUR 100 100 % 16 562 Digitas AS NOK 100 100 % - Sylog Sverige AB SEK 100 100 % 59 487 Lundinova AB SEK 100 100 % 484 Ipcas GmbH EUR 26 100 % 35 495 Total 291 845 The investments are carried using the historical cost method in the parent company’s financial statements. The impairment test performed as of December 31, 2012 resulted in an impairment of NOK 1.58 million of book value in the relevant subsidiaries. The impairment amounted to NOK 1.43 million for Ipcas GmbH (Germany) and NOK 0.15 million for Data Respons OY (Finland). The impairment test for book value of subsidiaries in the Data Respons ASA company accounts were based on the same assumptions as used in the impairment test of goodwill in the group accounts. Refer to note 3 for further specification.

DATA RESPONS ASA | ANNUAL REPORT 2012 27 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 5-6

note 5 BUSINESS COMBINATIONS

business acquisitions

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

note 6 INVENTORIES

NOK 1000 GROUP DATA RESPONS ASA goods purchased for resale NOK 1000 2012 2011 2010 2012 2011 2010 Historical cost 57 585 59 402 64 279 - - - Written down to fair value 57 585 59 402 64 279 - - - General provisions for obsolescence -2 673 -403 -1 511 - - - Book value 54 912 58 999 62 768 - - - Value of inventory pledged as collateral 40 000 40 000 17 000 - - -

28 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 7-8

note 7 TRADE AND OTHER RECEIVABLES

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 Trade receivables 177 326 168 717 162 294 1 111 1 868 322 Provisions for impairment of receivables -2 196 -1 827 -1 983 - - - Trade receivables, net 175 130 166 891 160 311 1 111 1 868 322 Accrued revenue 3 621 12 181 8 783 - - 2 Prepayments 9 831 11 337 15 339 913 937 1 327 Other current receivables 4 793 4 764 3 864 5 644 12 801 326 Total other receivables 18 245 28 282 27 986 6 557 13 738 1 654 Total receivables 193 375 195 172 188 297 7 667 15 606 1 976 Provisions as of 1 January 1 827 1 983 2 185 - - - Realised losses - -269 -244 - - - Provisions for the period 369 113 42 - - - Provisions as of December 31 2 196 1 827 1 983 - - -

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

AGING ANALYSIS OF TRADE RECEIVABLES NOK 1000 Carrying amount Not due Number of days past due date 0-30 31-61 61+ Trade receivables as of December 31, 2012 177 326 120 092 50 290 2 301 4 643 Trade receivables as of December 31, 2011 168 717 124 237 32 844 3 149 8 487 Trade receivables as of December 31, 2010 162 294 127 109 27 529 3 052 4 604 note 8 INTERCOMPANY BALANCES

DATA RESPONS ASA Current receivables Current liabilities

NOK 1000 2012 2011 2010 2012 2011 2010 Data Respons Norge AS 322 1 334 27 1 255 80 58 Data Respons Asia AS 1 147 - - - - - Data Respons AB 4 057 12 851 180 - 1 105 97 Sylog Sverige AB - - - 52 - - Lundinova AB 132 - - - - - Data Respons A/S 942 102 76 - - 355 Data Respons GmbH 3 299 39 343 20 Total 6 603 14 586 322 1 307 1 528 530

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

DATA RESPONS ASA | ANNUAL REPORT 2012 29 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 9

note 9 share capital, shareholders, earnings per share

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

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

LIst of 20 largest shareholders as of december 31, 2012 Shareholder Ordinary shares Proportion of ownership CUSTOM HOLDING AS 11 638 650 24.10 % MP PENSJON PK 4 821 000 9.98 % STOREBRAND VEKST 2 258 914 4.68 % DYVI CAPITAL AS 2 200 000 4.56 % BRAGANZA AS 2 032 700 4.21 % FOUGNER INVEST AS 1 781 200 3.69 % VARNER INVEST AS 1 500 000 3.11 % HAAKON MORTEN SÆTER 1 263 211 2.62 % SILVERCOIN INDUSTRIES AS 984 200 2.04 % STOREBRAND NORGE I 848 991 1.76 % BERNT AS 824 900 1.71 % VERDIPAPIRFONDET DNB SMB 800 000 1.66 % LOLIGO AS 800 000 1.66 % VENTOR AS 699 000 1.45 % RO INVEST AS 560 724 1.16 % SKAGEN VEKST 552 500 1.14 % BIRK INVESTMENT AS 525 000 1.09 % LEIF HÜBERT 500 000 1.04 % SØGNE SHIPPING AS 500 000 1.04 % ATTOL AS 494 081 1.02 % Total 35 585 071 73.70 % other 12 699 723 26.30 % Total number of shares 48 284 794 100.00 %

power of attorney to issue shares and purchase treasury shares

Year Maximum Shares issued/ Remaining Passed Type Duration issued share limit purchased 2012 number of shares 26.04.2012 Capital increase 2012 4 800 000 - 4 800 000 Until 25.04.2013

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

30 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 9

earnings per share

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

The diluted earnings per share ratio is based on the same calculation as above, however, it also takes into account potential shares that have been 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 ordinary shares would decrease profit per share or increase loss per share from continuing operations attributable to ordinary equity holders.

NOK 1000 2012 2011 2010 Profit/loss for the year attributable to the equity holders of the company (NOK 1000) 12 804 -92 597 -11 168

Weighted average number of outstanding shares (1000) 48 285 48 285 47 800 Effect of dilution: -Employee share option scheme 1 450 - - Weighted average number of outstanding shares, diluted (1000) 49 735 48 285 47 800 Earnings per share, basic 0.27 -1.92 -0.23 Earnings per share, diluted 0.26 -1.92 -0.23

calculation of time-weighted shares

Date Number of shares* Number of days Weighted number of shares 01.01.2012 48 284 794 365 48 284 794 48 284 794

dividends

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

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

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

DATA RESPONS ASA | ANNUAL REPORT 2012 31 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 10

note 10 pensions

The parent company is required to operate a company pension scheme pursuant to the Mandatory Occupational Pension Act, and operates a pension scheme that meets this requirement. This scheme covered a total of 6 people in 2012. The group’s employees in Norway, 140 people, are member of a defined benefit pension scheme that covers a disability pension. The pension liabilities are covered through an insurance company. The pension obligation is assessed annually by an actuary in line with IAS 19. The assumptions applied in the calculation are based on recommendations from the Norwegian Accounting Standards Board adjusted for company specifics. As of December 31, 2012 the discount rate applied is based on covered bonds, compared to a discount rate based on government bonds as of December 31, 2011. The change in the basis for deriving discount rates from government bonds to covered bonds has led to an increase in the discount rate of 1.5 % and is accounted for as a change in estimate. The annual pension expenses are included under payroll expenses, and they consist of changes in the liabilities and pension funds, as well as contributions to the collective pension scheme. In addition to the aforementioned schemes in Norway, the group’s subsidiaries have defined contribution pension schemes, and the expenses associated with these schemes are included under payroll expenses in the income statement. The expenses broken down into defined contribution and defined benefit schemes are specified in Note 15. NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 the pension expense is calculated as follows: Net present value of current year’s accrued pension benefits 1 898 2 187 1 968 127 334 321 Interest cost on accrued pension liabilities 283 290 349 54 83 107 Expected return on pension assets -300 -279 -313 -79 -94 -104 Amortisation of actuarial gains/losses -14 - -22 - - 5 Losses/gains from curtailment or settlement -1 333 - - -559 - - Pension expenses for the year 534 2 199 1 982 -457 323 329 pension liabilities and pension assets: Estimated defined benefit obligation 8 446 11 936 11 425 1 489 2 648 2 677 Estimated value of pension assets 6 638 7 086 6 529 2 009 2 043 1 995 Net estimated pension liabilities 1 808 4 849 4 896 -520 606 681 Unrecognised actuarial gains/losses 2 762 828 230 529 -16 -203 Net pension liabilities 4 570 5 677 5 125 9 590 478 changes in the liabilities: Net pension liabilities as of January 1 5 677 5 126 4 843 590 478 428 Recognised pension expenses 534 2 199 1 982 -457 323 329 Premium payments -1 641 -1 648 -1 699 -124 -211 -279 Net pension liabilities as of December 31 4 570 5 677 5 126 9 590 478

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

2012 2011 2010 Discount rate 3.75 % 3.30 % 3.20 % Expected return on plan assets 3.60 % 4.80 % 4.60 % Rate of compensation increase 3.75 % 4.00 % 4.00 % Expected rate of pension increase 0.00 % 0.70 % 0.50 % Expected increase of social security base amount (G) 3.50 % 3.75 % 3.75 %

Percentage distribution of pension assets by investment category:

2012 2011 2010 Equities 9.2 % 10.4 % 15.6 % Bonds 15.6 % 15.2 % 16.6 % Money market 18.3 % 21.7 % 13.2 % Long-term bonds 36.8 % 33.4 % 32.5 % The actuarial assumptions are based Real estate 18.3 % 18.0 % 16.1 % on normal assumptions used by the insurance industry with regard to Other 1.9 % 1.2 % 6.0 % demographic factors: Table K2005.

32 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 11

note 11 income tax

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 summary of temporary differences Receivables -515 -41 -1 775 - - - Other current assets -2 354 -151 -1 305 - - - Non-current assets -8 163 -7 142 -4 413 -1 438 -1 535 -1 599 Pensions -4 570 -4 903 -4 405 -9 -590 -478 Provisions for contingent liabilities - -731 - - - - Group contributions* - - - -43 904 -36 323 -21 836 Total -15 602 -12 968 -11 898 -45 351 -38 448 -23 913 Tax loss carryforward -79 080 -99 835 -109 635 -30 053 -62 365 -83 451 Total positive /(negative) temporary differences -94 682 -112 803 -121 533 -75 404 -100 813 -107 364 Deferred tax asset at current tax rate 26 496 31 330 35 835 21 113 28 228 30 062 Of which, deferred tax assets not recognised 15 127 11 197 3 935 - - - Deferred tax assets in the balance sheet 11 369 20 134 31 900 21 113 28 228 30 062 Deferred tax liability at current tax rate 1 522 1 023 2 746 - - - Deferred tax liability in the balance sheet 1 522 1 023 2 746 - - -

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

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

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 income tax expence comprises Income tax payable in Norway ------Income tax payable outside Norway 3 065 96 1 428 - - - Total income tax payable 3 065 96 1 428 - - - Change in deferred tax in Norway 8 765 6 008 2 328 7 114 1 834 - 1 674 Change in deferred tax outside Norway -691 -3 351 -4 513 - - Total change in deferred tax 8 074 2 656 -2 186 7 114 1 834 - 1 674 Unrecognised change in deferred tax 1 214 7 394 4 214 - - Total income tax expense/(revenue) 12 353 10 146 3 456 7 114 1 834 - 1 674

DATA RESPONS ASA | ANNUAL REPORT 2012 33 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 11-12

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 calculations of tax base for the year Profit/loss before tax 25 156 -82 451 -7 712 22 438 -137 671 -1 594 28 % tax 7 044 -23 086 -2 159 6 283 -38 548 -446 tax effect of: Permanent differences 994 25 452 1 039 832 40 382 -1 028 Change in not-recognised deferred tax 3 997 7 391 4 214 - - - Adjustment from previous years 107 12 -200 - - -200 Differences in tax rates 213 377 563 - - - Income tax expense (revenue) for the year 12 353 10 146 3 456 7 114 1 834 -1 674 Effective tax rate 49 % -12 % -45 % 32 % -1 % 105 %

note 12 other current liabilities

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 Prepayments from customers 945 938 9 860 - - - Accrued wages/bonuses/holiday pay 27 014 30 637 29 470 1 506 2 103 2 484 Accrued expenses 23 145 24 061 35 091 2 632 2 502 2 695 Other current liabilities* - - 3 573 - - 3 573 Total other current liabilities 51 104 55 636 77 995 4 138 4 605 8 752

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

34 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 13-14

note 13 guarantees guarantees Guarantees of NOK 5.6 million have been provided in connection with lease agreements. In addition, a guarantee of DKK 3.7 million has been provided in connection with fulfilment of a customer contract in Denmark.

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

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 mortgages and guarantees Guarantees 9 285 9 513 5 561 255 255 255 book value of secured assets used as collateral Machinery and equipment 2 968 3 234 3 569 - - - Trade receivables 65 365 59 951 49 044 - - - Inventories 45 959 39 647 34 619 - - - Total 114 292 102 832 87 232 - - -

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

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

note 14 related party transactions

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 2012. All transactions within the group are based on ordinary commercial terms using the arm’s length principle.

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

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

DATA RESPONS ASA | ANNUAL REPORT 2012 35 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 15

note 15 payroll expences, employees, remuneration and loans

NOK 1000 GROUP DATA RESPONS ASA payroll expences NOK 1000 2012 2011 2010 2012 2011 2010 Wages and salaries 226 354 253 796 243 196 8 701 17 270 15 607 Social security tax 50 825 51 778 45 843 1 287 2 231 2 282 Pension expenses, defined benefit scheme 534 2 199 1 982 -457 323 329 Pension expenses, defined contribution scheme 14 554 16 718 16 977 277 737 727 Other benefits 18 886 17 864 17 442 772 2 102 2 185 Total 311 153 342 354 325 439 10 580 22 663 21 130

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

SHARES, OPTIONS AND REMUNERATION TO THE CEO, KEY EMPLOYEES, BOARD OF DIRECTORS AND NOMINATion COMMITTEE

Salaries Other benefits Total No. of No. of Pensions and fees in kind remuneration shares options Kenneth Ragnvaldsen, CEO 2 285 138 66 649 166 916 2 518 703 245 000 400 000 Jørn Toppe, COO 1 972 895 72 218 9 779 2 054 892 267 937 200 000 Rune Wahl, CFO 1 822 775 71 647 57 012 1 951 434 45 000 200 000

Ole Jørgen Fredriksen, Chairman of the Board 400 950 400 950 225 544 - Elen Bente Loe, Board member 190 000 190 000 - - Kathryn Moore Baker, Board member* 170 000 170 000 - - Ulla-Britt Fräjdin Hellqvist, Board member 75 000 75 000 - - Erik Langaker, Board member 75 000 75 000 100 000 - Elisabeth Endrestad, Board member, employee representative 27 500 27 500 16 312 - Åsa Grübb Weinberg, Board member, employee representative 25 000 25 000 - - Jarl Guntveit, Board member, employee representative - - - -

Haakon Sæter, Nomination committee member 20 000 20 000 2 247 411 - Narve Reiten, Nomination committee member - - - - Andreas Berdal Lorentzen, Nomination committee member 15 000 15 000 - -

* Kathryn Moore Baker is Chairman of the Board at Custom Holding AS.

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

On April 26, 2012 the Annual General Meeting decided that the remuneration of the Board of Directors should be a fixed salary of NOK 300 000, 160 000 and 25 000 for respectively the chairman of the board, shareholder elected board members, and employee representatives. Based on the current composition of the Board of Directors this amounts to a total of NOK 830 000 in renumeration. In addition, a compensation per 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.

36 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 15

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 in Norway. A variable salary shall be paid in addition to the fixed salary. The variable salary is dependent on achieving profitability improvement and cash flow targets for the group. For the CEO and the other key employees the variable salary will be a maximum of 40 % of the fixed base salary.

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

The CEO and group management is covered by the company’s pension scheme on the same terms as other employees. This pension scheme is described 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 scheme On April 22, 2010 the Annual General Meeting of Data Respons ASA approved a share option program for 11 employees in top management positions with a total scope of 2 340 000 options. The options will be issued in 3 equal parts over a 3 year period and can only be exercised in 3 years. The strike price will be set at market price the start of each vesting period for the 1/3 issued. In May 2010 the strike price for the first vesting period was set to NOK 8.27. In May 2011 the strike price for the second vesting period was set to NOK 8.24. In May 2012 the strike price for the third vesting period was set to NOK 7.21.

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

NOK 1000 2012 2011 2010

Average Average Average NOK 1000 Options Options Options Exercise price Exercise price Exercise price

NOK 1 000 NOK 1 000 NOK 1 000 As of January 1 8.27 725 - - - - Granted 8.24 725 8.27 725 - - Forfeited ------Exercised ------Expired ------As of December 31 8.26 1 450 8.27 7 25 - -

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

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

NOK 1000 GROUP DATA RESPONS ASA REMUNERATION TO THE AUDITOR NOK 1000 2012 2011 2010 2012 2011 2010 Auditing services 978 998 1 053 290 291 291 Other certification services 94 - 55 15 - 14 Tax advice 20 118 146 - 93 53 Other non-auditing services 3 6 66 3 - 5

Remunerations to the auditor are presented net of VAT.

DATA RESPONS ASA | ANNUAL REPORT 2012 37 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 16-18

note 16 FINANCIAL ITEMS

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 financial income Interest received from group companies - - - 305 227 - Interest income 1 107 1 037 928 467 20 58 Other financial income 1 612 6 733 4 441 168 2 192 1 276 Total other financial income 2 719 7 771 5 370 940 2 439 1 334 financial expences Interest expenses 2 662 3 897 2 958 1 627 2 400 1 676 Other financial expenses 5 696 7 125 6 537 1 793 2 527 1 232 Total other financial expenses 8 358 11 021 9 496 3 420 4 926 2 908

note 17 CASH AND CASH EQUIVALENTS

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 Cash and bank deposits 7 010 4 894 4 738 371 814 - – of which restricted -5 077 -4 894 -4 738 -371 -814 - Unrestricted cash and cash equivalents 1 934 - - - - - Unutilised overdraft facilities 38 516 26 442 6 098 38 516 26 442 6 098 Unutilised other credit facilities 40 000 25 000 42 000 40 000 25 000 42 000 Cash reserve 78 516 51 442 48 098 78 516 51 442 48 098

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

note 18 OTHER OPERATING EXPENCES

NOK 1000 GROUP DATA RESPONS ASA

NOK 1000 2012 2011 2010 2012 2011 2010 Expenses related to premises and equipment 21 655 25 861 22 859 851 1 231 917 External services 6 893 9 928 5 518 2 525 3 208 2 141 Marketing expenses 5 402 6 449 6 383 829 1 308 643 Other operating expenses 28 240 32 289 30 953 5 210 6 290 4 770 Total 62 189 74 527 65 714 9 414 12 037 8 471

38 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 19

note 19 FINANCIAL RISK MANAGEMENT

The group’s activities expose it to a variety of financial risks, including price risk, interest rate risk, currency risk, credit risk and liquidity risk. Overall these risks are regarded as low. Risk management is performed by the group’s central finance department under the guidelines set out by the Board of Directors. The main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. There have been no significant changes in the group’s objectives, policies or processes for managing capital during the reporting period. market price risk As of December 31, 2012 all significant financial assets and liabilities are classified as loans or receivables under IAS 39, and their value is not subject to any market price risk. credit risk The group’s exposure to non-payment of contractual obligations is reflected by outstanding trade receivables and accrued revenue specified in note 7. Identified default risks for individual customers are reflected in bad debt allowances. The group’s customers largely consist of large and medium-sized companies with good solvency, and the customer base is diversified into different vertical market segment. Neither of the group’s operating segments had any significant concentration of credit risk. Credit checks are performed on new customers. Historically, bad debt losses have been low, and although the current economic conditions will increase the risk of non-payment, the group does not expect to see any major increase in losses. liquidity risk and capital management The primary objective of the group’s capital management is to maintain a healthy capital ratio to support the group’s continued operations and potential expansion. The group will primarily finance the expansion through cash generated by the operational activities and equity. To cover temporary funding needs, the group has secured a credit facility of NOK 80 million. There are financial covenants which may restrict the use of the credit facilities, see note 17 for specifications regarding cash and credit facilities. The group has 45-90 days in credit terms from the main suppliers. Surplus cash holdings will be kept in interest-bearing bank accounts with reputable banks. As of December 31, 2012 the group has NOK 7.0 million in cash and no interest-bearing debt and consider the debt ratio as appropriate for the group. currency risk The group has operations in five different countries with five different currencies and is as such exposed to currency fluctuations when translating into the group currency NOK. Exposure from individual subsidiaries varies according to the nature of their business. Consultancy operations abroad 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 product sales the exposure is higher, as parts are purchased from different suppliers across the globe and predominately invoiced in USD or EUR. With most of our major customers, the group has entered into an agreement whereby material fluctuations in price of components due to currency, lead to a corresponding adjustment of the selling price. The group then achieves a natural hedge on a significant part of its embedded products and solutions sales. In instances where it is not possible to enter such an agreement with the customer, currency hedges on large deliveries of components will be considered. interest rate risk The group primarily finances its operations and acquisitions through equity and cash generated from operational activities, and has no investments in long-term interest-bearing financial assets or interest bearing debt. Consequently the exposure to interest rate fluctuation is low and hedging is deemed unnecessary.

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

NOK 1000 Increase/ decrease in basic points Effect on profit before tax +100 -36 2012 -100 36 +100 -192 2011 -100 192 oil price risk The 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.

DATA RESPONS ASA | ANNUAL REPORT 2012 39 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Notes | Note 20-23

note 20 research and development

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

note 21 government grants

Data Respons has two research projects that is approved as R&D projects covered by the SkatteFUNN scheme in accordance with Section 16-40 of the Taxation Act. NOK 176 993 has been recognised in the income statement as a reduction in payroll expenses and included in the balance sheet under other receivables.

No other government grants have been awarded in 2012.

note 22 events after the balance sheet date

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

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

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.

40 DATA RESPONS ASA | ANNUAL REPORT 2012 CHAPTER 3: FINANCIAL STATEMENTS AND NOTES Auditor’s report

Auditor’s report

DATA RESPONS ASA | ANNUAL REPORT 2012 41 Being close to the customer is necessary in order to provide relevant skills, services and support as well as to develop long-term relationships.

A challenge for many companies is to close to the customer why data respons? meet the demands for faster product de- Data Respons works closely with our velopment and the implementation of customers, helping them make smart Local engineering and project new technology while maintaining a com- technology choices when a product or sys- petitive cost structure. tem needs to be upgraded or developed. management experts at short notice partnerships collaboration Data Respons works closely with our A tight collaboration means that our custo- Access to Data Respons’ customers, helping them make smart mers have are assured that the technology technology choices when a product or sys- that is chosen is future-oriented, provides global operations tem needs to be upgraded or developed. increased functionality and improves profitability in the long run. Independent partner

Future-oriented, competitive Close partnership means that our customers get embedded technology advice from local engineers and meet people who know their business. Over 25 years of experience 42 DATA RESPONS ASA | ANNUAL REPORT 2012 “ Data Respons has been delivering products, consultancy services and embedded solutions to world-leading companies for over 25 years, giving us an understanding of different market sectors and a breadth of expertise that few can match.

Customers in different industries are cha- customer requirements racterised by individual requirements and Customers in different industries are cha- why data respons? needs. Based on our experience in major racterised by individual requirements and industry sectors, Data Respons under- needs. Based on our experience in major More than 25 years’ experience stands that each product, service or soluti- industry sectors, Data Respons under- in providing smarter solutions on delivered must take into consideration stands that each product, service or soluti- for many industrial sectors customer-specific conditions and make on delivered must take into consideration necessary adaptations in order to meet customer-specific conditions and make Cutting-edge expertise through customer needs and expectations. necessary adaptations in order to meet 450 highly skilled engineers customer needs and expectations. Long-term relationships with world-leading companies Over 1,000 successful development projects Servicing a diverse range of customers requires indepth Delivers innovation, faster time industry knowledge and an understanding of the con- to market, cost improvements ditions and markets our customers deal with. and quality “ DATA RESPONS ASA | ANNUAL REPORT 2012 43 a smarter solution starts from inside

MAIN OFFICES

GROUP HQ DENMARK Data Respons ASA Data Respons A/S Sandviksveien 26 Smedeholm 10 NO-1363 Høvik, Norway DK-2730 Herlev Tel.: +47 67 11 20 00 Tel.: +45 88 32 75 00 [email protected] [email protected] GERMANY NORWAY Data Respons GmbH Data Respons Norge AS Amalienbadstr. 41, Bau 53 Sandviksveien 26 DE-76227 Karlsruhe NO-1363 Høvik Tel.: +49 721 480 887 10 Tel.: +47 67 11 20 00 [email protected] [email protected]

SWEDEN TAIWAN CHINA Data Respons AB Data Respons ASA Data Respons ASA Jan Stenbecks Torg 17, III 18F-6 NO. 738, 300 Fang Chun Rd. SE-164 40 Kista Chung-Cheng Road, Zhangjiang Hi-Tech Park Tel.: +46 8 501 688 00 Chung-Ho, New Taipei Pudong New Area, Shanghai, [email protected] Tel.: +886 2 8226 2150 Tel.: +86 21 51 32 89 88