annual report 2011 - Data Respons€¦ · FoR oil and Gas. 3 data Respons asa | annual RepoRt 2011...

annual report 2011

2 DATA RESPONS ASA | ANNUAL REPORT 2011

communication systemsFoR satellite bRoadband

contRol systemsFoR Railway supeRvision

measuRinG systemsFoR oil and Gas


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

contents04 Board of directors’ report10 the board of directors

11 investor information12 Growth drivers13 Key figures

15 financial statements and notes16 statement of comprehensive income17 statement of financial position19 equity statement20 cash flow statement21 notes43 auditor’s report

Financial calendar20.04.12 presentation of Q1 1226.04.12 annual General meeting13.07.12 presentation of Q2 1219.10.12 presentation of Q3 1201.02.13 presentation of Q4 12

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

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

OuR PRESENcE iN ASiA provides quality both in the indus-trialisation process and the delivery phase, while at the same time innovation and development of technological solutions takes place locally with the customers in cooperation with our highly-skilled experts from our offices located in important industrial regions in scandinavia and Germany.

OuR cuSTOmERS include global companies such as abb, volvo, Kongsberg Group, ericsson, Raytheon anschütz, saab, Rolls-Royce and tomra.

established: 1986.

VisiOn: a smarter solution starts from inside.

OFFFices: denmark (2), Germany (2), norway (7), sweden (6) & taiwan (1).

bUsiness FOrM: public limited company, listed on the oslo stock exchange (ticker: dat).

certiFicatiOns: iso 9001:2008, iso 14001:2004 and oHsas 18001:2007

nUMber OF eMplOyees: 446Key

Fa

cts


boaRd oF diRectoRs’ RepoRt

ebita (nOK million)

reVenUe (nOK million)

Order intaKe (nOK million)

20092008 201020070

200

400

600

800

1000

2011

during 2011, market conditions in most of the countries the company operates in gradually improved, resulting in a strong order intake of nOK 883 million and a record order backlog of nOK 639 million.

statement on the annualfinancial statements

in accordance with the norwegian accounting act §3.3a the board confirms that the com-pany fulfils the requirements necessary to oper-ate as a going concern, and the 2011 financial statements have been prepared on the basis of this assumption. as a listed company data Respons asa prepared the consolidated finan-cial statements for the data Respons group for the financial year 2011 in accordance with iFRs (international Financial Reporting standards) as adopted by the european union.

income statementThe report includes comparisons with figures for the same period in 2010 (in parenthesis).

operating revenue was noK 849.9 million (706.8), an increase of 20 %. ebitda was noK 13.4 million (3.3). ebit was noK -79.2 million (-3.6) after impairment of goodwill 87.3 mil-lion. profit before tax was noK -82.5 million

(-7.7). cash flow from operations in 2011 was noK 1.8 million (-22.6). the order intake dur-ing 2011 totalled noK 883 million (913), and the order backlog was noK 639 million (604).

the company’s high revenue growth, order intake and order backlog in 2011 is mainly due to the positive development in sweden and norway.

the norwegian operations continued the posi-tive development with high growth and strong profitability. sweden showed strong growth, while investments in solutions projects and non-recurring costs impacted profitability.

in denmark, the cost base has been further re-duced to adapt to the difficult market conditions.

in order to improve profitability, the com-pany has, during the year, undertaken several initiatives to make the organisation more ef-ficient and cost effective. the initiatives have included a reduction in group administration

cHapter 1: Board of directors’ report

20082007 2009-35-25-15-55

152535455565

2010 2011

20092008 201020070

200

400

600

800

1000

2011


costs, stronger coordination of the nordic operations, transferring tasks to our asian or-ganisation and downsizing loss-making busi-ness units. data Respons is well positioned as a leading full-service technology company (com-plete solution provider) in the market.

the company had a strong order intake of noK 883 million in 2011 and a record or-der backlog of noK 639 million at the end of the year. the positive development for or-der intake contributed to growth in operating revenues for our business areas and indicates revenue growth for 2012.

balance sheet, liquidity & cash flowthe group’s total assets at the end of 2011 were noK 444.0 million. the group’s equity was noK 242.4 million which gives an equity ratio of 55 %. current assets amounted to noK 259.1 million and current liabilities were noK 194.9 million. earn-out obligations from ac-quisitions were settled during the 2nd quarter and there are no remaining obligations as of december 31, 2011.

of the non-current assets of noK 184.9 million, deferred tax assets were noK 20.1 million, while intangible assets (goodwill) amounted to noK 155.1 million. Goodwill was impaired with noK 87 million in 2011. the goodwill impairment was related to denmark (noK 53 million), sweden (noK 24 million) and Germany (noK 10 million). after impairment the remaining goodwill per segment is noK 71 million in norway, noK 67 million in sweden, noK 17 million in Germany and zero in denmark.

the company had an operational cash flow of noK 1.8 million in 2011. the difference between operating result and operating cash flow was due to an impairment of goodwill amounting to noK 87.3 million, increased accounts receivables from the revenue growth at the end of the year, as well as increases in inventory for deliveries in 2012.

the cash balance as of december 31, 2011 amounted to noK 4.9 million, all of which is restricted. the group had interest-bearing debt of noK 24.1 million and consider the debt ratio as appropriate for the group’s develop-ment. data Respons has unused credit facilities of noK 51 million, and further information connected to these are specified in note 17.

financial riskthe group’s activities expose it to a variety of financial risks, such as price, interest rates, currency, credit and liquidity. overall these risks are regarded as low. management of fi-nancial risk is performed by the group’s cen-tral Finance department under the guidelines set out by the board of directors. the main principle is to minimise exposure to financial risk, and the group holds no financial assets or liabilities for speculative purposes. For fur-ther details on financial risk management, see note 19.

operationsdata Respons is a leading embedded solutions provider for the industrial market in europe. embedded solutions can be described as the brains of a machine, system or industrial end product. data Respons supplies embedded solutions to leading oem companies, system integrators and vertical product suppliers in a range of market segments such as defence, offshore, automation, medical equipment, surveillance, transport, telecommunications and other industries. data Respons asa is list-ed on the oslo stock exchange (ticker: dat), and is part of the information technology index. the company has offices in denmark, Germany, norway, sweden and taiwan.

markets

norwayoperating revenue for 2011 was noK 364.7 million (271.1), a growth of 35 %. ebita was noK 35.9 million (20.9). the order backlog ended at noK 421 million (382).

norway showed healthy operations and prof-itability in 2011 and had the best performance in the norwegian company’s history. increas-ing levels of solutions deliveries, an improving services market and general high activity in the organisation, have all contributed to the positive development. the company experi-enced an increase in demand from both exist-ing and new customers, resulting in a strong order intake during 2011.

data Respons has a leading market position in norway with a well-balanced business mix (solutions, services and products), many re-curring large-cap solution customers and a record strong order backlog.

The positive development for order intake contributed to growth in operating revenues for our business areas towards year end, and indicates better market conditions and revenue growth for 2012.


reVenUe by bUsiness area

44% 49%

7%

services

products

solutions

Key FiGUres

nOK million 2011 2010operating revenue 849.9 706.8ebita 8.1 -3.6order backlog 639 604order intake 883 913

employees 446 457

Order bacKlOG (nOK million)

20092008 201020070

100

200

300

400

500

600

700

2011

nUMber OF eMplOyees

20092008 201020070

75150225300375450525600

2011

reVenUe by indUstry

10%

24%

13%4%

12%

5%

16%

9%7%

telecom

energy

other industriesmedical

defence

transportationoffshore

automationmaritime


Solution deliveries secure long-term and strategically-important customer relationships, and provide significant potential for future growth.

swedenoperating revenue for 2011 was noK 327.4 million (267.0), an increase of 23 %. ebita was noK -4.3 million (-0.4). the order back-log ended at noK 173 million (144).

the revenue growth is mainly due to the posi-tive development in the services segment. the margins have been impacted by invest-ments and costs related to the completion and introduction of several new solutions contracts. additionally, profitability in 2011 was negatively affected by restructuring costs related to several efficiency initiatives.

the initiatives will give a more efficient and cost effective organisation going into 2012. during the year, the company has increased its geographical deployment in important re-gions and strengthened the total competency platform, both of which will increase the abil-ity to win new embedded solution contracts. the company expects gradual profitability improvements going forward. the strong rev-enue growth and order backlog confirms the company’s market potential in sweden.

denmarkoperating revenue for 2011 was noK 109.3 million (119.9), a reduction of 9 %. ebita was noK -9.8 million (-14.4). the order backlog ended at noK 24 million (64).

operating revenue and order intake were im-pacted by effects of the planned downsizing of the danish operations. while the market conditions have been satisfactory in other re-gions, the danish market has continued to be challenging.

the company implemented several efficiency initiatives in the 1st half year of 2011 to re-duce the overall cost level and to adjust to the current difficult market conditions. prof-itability in 2011 was negatively affected by non-recurring costs related to downsizing of operations. the main focus in denmark is core business, customer relations, risk reduc-tion and profitability improvements.

germanyoperating revenue for 2011 was noK 50.5 million (52.5), a reduction of 4 %. ebita was noK 0.3 million (2.1). the order backlog ended at noK 21 million (16).

during the year, the German operations has showed improving order intake and backlog and is well positioned for future growth and improved profitability.

business areasdata Respons divides sales into three business areas: solutions, products and services.

solutionsoperating revenue for 2011 was noK 413.7 million (342.7), an increase of 21 %.

a substantial part of the overall order intake of noK 883 million in 2011 was solutions business. the high order intake indicates continued growth in solutions revenue going forward. the company’s long term strategy to strengthen total solution capabilities and fo-cus on the total value chain has given data Respons a unique position.

the company’s long experience with its own operations in taiwan is of special importance. our customers must meet the continued de-mand for increased performance and more functionality, and at the same time focus on efficiency and cost savings. by entering a stra-tegic partnership where data Respons builds and delivers customised embedded solutions, our customers can achieve lower cost of own-ership, increased efficiency and shorter time to market.

data Respons has a solid position as a com-plete solutions provider with broad compe-tency and strong customer focus. solution deliveries secure long-term and strategically-important customer relationships, and pro-vide significant potential for future growth.

productsoperating revenue for 2011 was noK 58.3 million (51.4), an increase of 13 %.

data Respons is positioned as the leading chan-nel for embedded computer products in the nordic region. a large part of the product sourc-ing is integrated as components in solutions and therefore categorized as solution revenue.

servicesoperating revenue for 2011 was noK 377.9 million (312.7).

reVenUe per cOUntry (nOK million)

country 2011 2010 change

norway 364.7 271.1 35 %sweden 327.4 267.0 23 %denmark 109.3 119.9 -9 %Germany 50.5 52.5 -4 %

eMplOyees per cOUntry

eMplOyees per diVisiOn

administration

operations

development

sales


10%

37% 45%

8%

9% 65%

13%

13%

bacKlOG per cOUntry (nOK million)

24421

173

21

denmark

norway

sweden

Germany

reVenUe per cOUntry

13%

39%42%

6%

denmark

norway

sweden

Germany

denmark

norway

sweden

Germany


the services market has continued the posi-tive development, resulting in revenue growth and an increasing order intake during 2011.

data Respons continues to build on its lead-ing position in offering customers access to highly experienced specialists with a broad range of expertise from different disciplines within embedded solutions. a strong inter-national competence platform is strategically important in order to develop new solution customers and to stand out as a complete so-lutions provider in the market.

organisation and work forceat the close of 2011, the group had 446 em-ployees working at 19 offices in norway (154), sweden (202), denmark (43), Germany (37) and taiwan (10). the average number of em-ployees at the parent company was 24. the av-erage number of employees in the group was 459, and there were 70 female employees in

the group at the end of the year, 12 in mid-dle management. there is currently 1 female in group management. equal pay for work of equal value, regardless of gender, is emphasised at data Respons. salary and terms of employ-ment for comparable positions are the same for women and men.

Recruitment, promotion and development of the staff are based on merit and equal opportu-nity regardless of race, colour, religion, gender, age, national origin, sexual orientation, marital status and disability. discrimination, bullying or harassment are not accepted at data Respons. employees are asked to report incidents of such behaviour to their immediate supervisor or the employee representative.

corporate governancedata Respons’ organisation is structured and managed in accordance with the norwegian code of practice for corporate Governance.

the board of directors states that data Re-spons has been in compliance with the code throughout 2011. the board of directors’ report on corporate governance can be read at the company’s website: www.datarespons.com/investors.

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

work of the boardin 2011 there were 7 directors on the board, 5 of whom were elected by the general meeting and 2 of whom were elected by the employ-ees. the board normally meets 10 times a year, and otherwise as needed. in 2011 the board held a total of 11 meetings. the work of the board is governed by detailed rules of proce-



dure. the board has an annual programme of work including specific topics and fixed items such as the approval of the annual financial statements, interim financial statements and budgets. the board is also responsible for over-all strategy and for setting long-term goals, as well as important decisions about acquisitions, establishment of new operations and major in-vestments. in 2011 there were 2 men and 5 women on the board.

nomination committeedata Respons has a nomination commit-tee. the nomination committee is elected by the general meeting and makes proposals to the general meeting regarding the election of shareholder-elected members to the board. a nomination committee for shareholder-elected members was appointed at the general meeting in 2011. the committee consists of Haakon sæter, andreas b. lorentzen and narve Reiten. the committee’s mandate is to nomi-nate candidates for shareholder-elected board members and propose directors’ fees.

in addition, data Respons has an election board for the election of employee representatives to the board of directors, and consists of three members which are employed at data Respons.

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

the composition of the board of directors complies with the requirement that the board be independent from the company manage-ment, and independent from major business associates of the company.

the chairman of the board of directors is elected by the general meeting. board mem-bers are normally elected for a term of two years. page 10 of the annual report provides a detailed description of the individual members’ backgrounds, qualifications and shareholdings.

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

the board has also appointed a compensation committee. the board’s compensation com-mittee is a subcommittee of the board of direc-tors of data Respons asa. its role is to make preparations for the board’s discussions of questions involving compensation. the com-pensation committee is responsible only to the full corporate board and its authority is limited to making recommendations to the board.

internal controlthe board of directors oversees and evalu-ates the company’s internal control and risk management functions related to financial re-porting. the management is responsible for establishing and maintaining adequate internal control of financial reporting. the objective of the internal control of financial reporting is to provide reasonable assurance regarding the re-liability of financial reporting and ensure that the preparation of data Respons’ financial statements is in accordance with international Financial Reporting standards. the effective-ness of internal control of financial reporting is evaluated annually by the board of directors.

the external auditor provides an independ-ent assessment on the effectiveness of internal controls related to financial reporting which is presented to the audit committee and the board of directors at least once every year.

corporate social responsibilitytaking overall responsibility is an important core value at data Respons. the group aspires to be a responsible corporation in terms of la-bour standards, human rights and environmen-

tal protection. the company has implemented corporate social responsibility policies which are publicly available. the policies cover gov-ernance and integrity management, environ-mental protection, human rights and labour standards and are in accordance with the un Global compact principles.

safety, health & environment (she)data Respons is not regulated by environmen-tal licences or injunctions. the company does not pollute the external environment. average sick leave over the course of the year was 1.7 %, and none of the group’s subsidiaries record-ed work related accidents that resulted in per-sonal injury or property damage. the working environment is regarded as good, and improve-ment measures are implemented continuously. employees and management have a construc-tive collaboration, which has a positive impact on our operations.

allocation of the result for the yeardata Respons asa (the parent company) re-ported a profit/(loss) before tax of noK -137.7 million (-1.6) in 2011. the net profit/(loss) for the year was noK -139.5 million (0.1).

the board of directors proposes that the loss for the year of noK -139.5 million is trans-ferred to other reserves, and that no dividends are distributed for 2011. the board of direc-tors also proposes that noK 76.7 million of the share premium is utilised to cover nega-tive other equity of noK -76.7. after the pro-posed distribution, remaining share premium amounts to noK 248.8 million.

as of december 31, 2011 the parent compa-ny had equity of noK 272.9 million, none of which comprised distributable reserves.

outlookthe company believes that the long-term out-look for the embedded solutions market is positive. the need for more intelligent prod-ucts, better infrastructure and enhanced user functionality are driving forces in the market. advanced and cost effective computer technol-ogy facilitates new solutions which is vital for this development. data Respons is well posi-tioned as a complete solution provider for the in-

During the year there has been a positive development in the company’s solutions order intake, combined with better market conditions for services.



erik langaker membeR of The boaRD


the bOard OF directOrs OF data respOns asaHøvik, march 19, 2012

elen bente loe membeR of The boaRD

Kenneth RagnvaldsenCeo

Åsa Grübb-weinbergemployee RepReSenTaTive

Kathryn moore bakermembeR of The boaRD

ole Jørgen FredriksenChaiRman of The boaRD

elisabeth endrestademployee RepReSenTaTive

ulla-britt Fräjdin-Hellqvist membeR of The boaRD

dustrial part of this market in the nordic region and in Germany. the company has customers in a wide range of vertical industries, a good geographical span and a balanced portfolio of large-cap customers. the industrial market for embedded solutions is expected to follow a long-term growth trend, driven by the need for new and cost effective computer solutions for oem companies, system integrators and verti-cally integrated suppliers.

data Respons’ customers have to face shorter time-to-market combined with the need for more intelligent computer technology content in products, equipment and infrastructure. other important parameters are cost savings, increased efficiency and more functionality. to meet these challenges, experience shows that more and more companies choose to cooper-

ate strategically and close with solid, reputable providers with complete solution capabilities.the company continued the positive develop-ment in revenue in 2011, combined with a strong order backlog. the increased uncertainty in the financial markets has not affected the in-vestment activities in the company’s customer base negatively. the company is monitoring the development thoroughly and will carry out operational adjustments in case the situation should change. additionally, the company has taken several initiatives to become more cost effective and profitable going into 2012.

improved profitability and long-term growth is data Respons’ main focus. the group’s growth and profit can fluctuate between quar-ters. based on the current demand from our customers, a more efficient organization and

a strong order backlog, the company expects further growth and improved profitability and cash flow.

declaration on the financial statementsWe confirm that the financial statements for the year 2011, to the best of our knowledge, have been prepared in accordance with inter-national Financial Reporting standards (iFRs), gives a true and fair view of the company’s and group’s consolidated assets, liabilities, financial position and results of operations, and that the annual report includes a fair review of the development, results and position of the com-pany and group, together with a description of the most central risks and uncertainty factors facing the companies.


ulla-Britt fräjdin-HellqvistMeMber OF the bOard Shares: 0 Share options: 0

Fräjdin-Hellqvist (born 1954) was elected to the board in november 2011. she holds a master of science in engineering physics from chalmers, and has 22 years’ experience from various positions in volvo pv in both sweden and internationally. she has held various lead-ing positions in swedish business life. Fräjdin-Hellqvist now works as an independent contractor and partner.

erik langakerMeMber OF the bOard shares: 100 000 Share options: 0

langaker (born 1965) was elected to the board in november 2011. langaker has 20 years of experience in finance, m&a and venture capital from international markets. langaker has founded/co-founded more than 10 technology companies. He has extensive board experience from companies such as payex, viken Fibernett and talkmore as.

based on the current demand from our customers, a more efficient organisation and a record-high order backlog, the company expects growth and profitability.

cHapter 1: Board of directors’ reportthe board of directors

ole jørgen fredriksen cHairman of tHe Board

number of shares: 84 684 number of options: 0

Fredriksen (born 1950) was elected chairman of the board in april 2009. Fredriksen has held various key management positions within the computer industry in europe and us. His main positions today are as chair-man of the board at Q-Free asa, impact europe Group ab, cyviz as and advertik as.

Fredriksen was a co-founder, ceo and president of asK asa for 15 years. He has a bachelor degree from the norwegian school of economics and business adminstration, bergen, norway.

Åsa grüBB-WeinBergeMplOyee representatiVe Shares: 0 Share options: 0

Grübb-weinberg (born 1955) was elected as an employee representative in april 2010. she holds a degree in social studies from stockholm university and has broad experience from various technology-based companies. Grübb-weinberg has worked in data Respons since 2006 and is currently account manager at the stockholm office.

elisaBetH endrestadeMplOyee representatiVe Shares: 16 312 Share options: 0

endrestad (born 1966) was elected as an employee representative in april 2010. she is educated as a civil engineer, and has completed several courses in logistics and human resources management. endrestad has worked in data Respons since 1995 and has had various positions within the administra-tion department. she is currently working with Hu-man Resources (HR) at the Høvik office.

katHryn Baker MeMber OF the bOard Shares: 0 Share options: 0

baker (born 1964) was elected to the board in april 2011. she is currently a partner at Reiten & co. baker holds a bachelor in economics from wellesley college and an mba from the amos tuck school of business administration at dartmouth college. baker is currently chairman of the board of custom Holding and ellipse-Klinikken and serves as the chairman of the norwegian private equity and venture capital association (nvca).

Bente loeMeMber OF the bOard Shares: 0 Share options: 0

bente loe (born 1968) was elected to the board of directors in april 2010. she is currently a partner at springfondet, an early stage venture capital company. loe holds a bsba and an mba from university of den-ver. loe currently sits on the board of appear tv as, setred as and Reactive metal particles as.


cHapter 2: 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.

investoR inFoRmation

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

tradinG and transactiOns 2011 2010number of transactions 601 992 average number of transactions per day 2 4 number of shares traded (million) 4.9 22.7

sharehOlder strUctUre 2011 2010number of shareholders 872 985 Foreign ownership 1.8 % 2.1 %number of shares owned by data Respons asa - - number of shares outstanding (million) 48.3 48.3

analyst cOVeraGe

share price perFOrMance

Financial calendar 2012

20.04.12 presentation of Q1 1226.04.12 annual General meeting13.07.12 presentation of Q2 1219.10.12 presentation of Q3 1201.02.13 presentation of Q4 12

share inFOrMatiOn 2011 2010Highest price (noK) 11.10 11.05 lowest price (noK) 4.81 7.50

price at year end (noK) 5.45 11.05 market value (noK million) 263.2 533.5 dividend per share - -

abG sundal collieraleksander [email protected]

nordea Marketsandré Holø adolfsen [email protected]

carnegiechristian Rom [email protected]

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

456789

101112

JanuaRy 2011 decembeR 2011


cHapter 2: investor informationGrowth drivers

increased use of computer intelligencethe demand for embedded solutions is driven by an even greater demand for new functionality , increasing complexity and technology content in the products for oem companies, system integrators and product suppliers. data Respons has systematically built up a customer base with broad market access, which provides good exposure to the demand for embedded solutions in different market segments.

groWtH in solutionsour customers continuously face demands for new functionality and increased technology content, which entails continual upgrades and product development with shorter time to market. the complexity is increasing. the expertise needed to develop embedded solutions is very specialised, and it is often beyond the scope of the customer’s core expertise. this has resulted in many companies choosing to purchase complete solutions.

groWtH in neW regionsorganic growth is the primary focus of data Respons. data Respons has a tried and tested business model that contributes to rapid establishment in new markets. a strong global partnership structure provides access to leading technology and competitive terms. new areas are under continuous evaluation. local presence is necessary in order to maintain close contact with customers and expand our customer base.

groWtH tHrougH acquisitionsdata Respons constantly focuses on acquisition opportunities that can contribute to strengthening the company’s position in the form of expertise, market access and an im-proved customer structure. this provides a foundation for the development of new solu-tion customers, whether they are existing product or service customers.

GRowtH dRiveRs


cHapter 2: investor informationKey figures

noK 1 000 2011 2010 2009 2008 2007

income statementoperating revenue 849 885 706 807 726 142 818 496 635 047

operating expenses 836 444 703 498 746 749 756 087 582 010

ebitda 13 440 3 309 -20 607 62 409 53 037

depreciation and amortisation 5 325 6 894 8 243 7 515 5 556

impairment of goodwill 87 316 - 58 979 - -

operating profit/loss -79 201 -3 586 -87 828 54 893 47 481

profit/loss before tax and non-controlling interest -82 451 -7 712 -90 941 56 157 46 586

net profit/loss after tax -92 597 -11 168 -84 665 39 439 32 939

balancetotal assets 443 956 542 706 508 251 689 039 503 326

equity 242 376 334 587 330 476 407 156 270 705

cash and cash equivalents 4 894 4 738 27 072 55 331 49 347

key figuresRevenue growth 20.2 % -2.7 % -11.3 % 28.9 % 61.6 %

Gross margin 50.6 % 55.8 % 53.8 % 57.1 % 52.6 %

ebitda margin 1.6 % 0.5 % -2.8 % 7.6 % 8.4 %

ebit margin -9.3 % -0.5 % -12.1 % 6.7 % 7.5 %

net profit margin -10.9 % -1.6 % -11.7 % 4.8 % 5.2 %

cash flow from operations 1 773 -22 645 3 828 50 698 42 843

Return on equity -32.1 % -3.4 % -23.0 % 11.6 % 13.0 %

Return on total assets -16.1 % -0.7 % -14.7 % 9.2 % 10.9 %

liquidity ratio 132.9 % 128.0 % 131.4 % 132.0 % 132.7 %

equity ratio 54.6 % 61.7 % 65.0 % 59.1 % 53.8 %

working capital 59 291 50 818 25 055 22 187 9 315

key figures for sharesearnings per share (eps), basic (noK) -1.92 -0.23 -1.91 0.99 0.89

cash flow per share from operations (noK) 0.04 -0.47 0.09 1.27 1.16

dividend per share (noK) - - - - -

book equity per share (noK) 5.02 6.93 7.06 9.61 7.26

number of shares as of december 31 48 284 794 48 284 794 46 833 076 42 361 731 37 273 746

average number of shares 48 284 794 47 799 562 44 355 585 39 931 700 37 086 767

average number share transactions per day 4 4 16 29

share price as of december 31 (noK) 5.45 11.05 8.90 8.70 17.20

market capitalisation (noK million) 263.2 533.5 416.8 368.5 641.1

Return on equityprofit/loss for the year / average equity

Return on total assetsebit / average total assets

liquidity ratiocurrent assets / current liabilities

Equity ratioequity / total assets

Working capital(current receivables + inventories) - current liabilities

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

definitions

Key FiGuRes


cHapter 2: investor informationKey figures

OperatinG reVenUe (nOK million)Key FiGUresreVenUe per cOUntry

13%

39%42%

6%

GrOUp

OperatinG reVenUe (nOK million)Key FiGUres

denMarK


GerMany


nOrWay


sWeden

nOK million 2011 2010

operating revenue 849.9 706.8 ebita 8.1 -3.6 order backlog 639 604

employees 446 457

20102009 201120080

50

100

150

200

250

2007

6%

42%

39%


operating revenue 109.3 119.9 ebita -9.8 -14.4 order backlog 24 64

employees 43 70


operating revenue 50.5 52.5 ebita 0.3 2.1 order backlog 21 16

employees 37 37


operating revenue 364.7 271.1 ebita 35.9 20.9 order backlog 421 382

employees 164 156


operating revenue 327.4 267.0 ebita -4.3 -0.4 order backlog 173 144

employees 202 194

20092008 201020070

200

400

600

800

1000

2011

20102009 201120080

10

20

30

40

50

60

2007

20092009 201120080

50100150200250300350400450

2007

20102009 201120080

50100150200250300350400

2007

denmark

norway

sweden

Germany

reVenUe per cOUntry

13%


Financial statementsand notes

cHapter 3: financial statements and notes


Data Respons’ financial statements for the year 2011 have been prepared in accordance with international financial Reporting Standards (ifRS).

cHapter 3: financial statements and notesconsolidated statement of comprehensive income

GROUP DATA RESPONS ASA

consolidated statement oF compReHensive income

NOK 1000 note 2011 2010 2009 2011 2010 2009

sales revenue 2 849 885 706 807 726 142 21 738 19 297 20 962

Operating revenue 849 885 706 807 726 142 21 738 19 297 20 962

cost of goods sold 419 563 312 345 335 412 - - -

payroll expenses 10,15 342 354 325 439 338 592 22 663 21 130 23 844

depreciation and amortisation 3 5 325 6 894 8 243 1 028 1 490 1 521

impairment of goodwill 3 87 316 - 58 979 - - -

other operating expenses 3,18 74 527 65 714 72 744 12 037 8 471 10 992

Operating profit/loss -79 201 -3 586 -87 828 -13 989 -11 793 -15 395

Group contribution and dividends from subsidiaries - - - 21 676 13 109 51 185

other financial income 16,19 7 771 5 370 5 266 2 439 1 334 649

impairment of shares in subsidiaries 3,4 - - - -142 871 -1 336 -58 979

other financial expenses 16,19 -11 021 -9 496 -8 379 -4 926 -2 908 -1 492

Profit/loss before tax -82 451 -7 712 -90 941 -137 671 -1 594 -24 033

income tax expense 11 -10 146 -3 456 6 277 -1 834 1 674 -7 024

Profit/loss for the year -92 597 -11 168 -84 665 -139 505 80 -31 056

other comprehensive incomecurrency translation differences -839 3 010 -31 808 - - -

Total comprehensive income -93 436 -8 159 -116 473 -139 505 80 -31 056

profit attributable to

equity holders of the company -92 597 -11 168 -84 665

non-controlling interest - - -

comprehensive income attributable to

equity holders of the company -93 436 -8 159 -116 473

non-controlling interest - - -

allocationsFrom/to other equity -139 505 80 -31 056

Earnings per share, basic (NOK) 9 -1.92 -0.23 -1.91

Earnings per share, diluted (NOK) 9 -1.92 -0.23 -1.91



NOK 1000 note 2011 2010 2009 2011 2010 2009

non-current assetsintangible assets 3,5 155 087 242 906 240 656 - - -

machinery and equipment 3,13 9 637 11 649 14 464 2 083 2 756 3 843

shares in subsidiaries 4 - - - 293 425 435 507 417 115

investments in other shares 34 34 34 - - -

deferred tax assets 11 20 134 31 900 34 699 28 228 30 062 28 588

Total non-current assets 184 892 286 490 289 853 323 736 468 324 449 545

current assetsinventories 6,13 58 999 62 768 43 172 - - -

trade receivables 7,8,13 166 891 160 311 116 789 1 868 322 593

other receivables 7,8 28 282 27 986 31 364 13 738 1 654 862

current financial assets - 414 - - 355 -

cash and cash equivalents 17 4 894 4 738 27 072 814 - -

Total current assets 259 064 256 217 218 398 16 420 2 331 1 455

Total assets 443 956 542 706 508 251 340 155 470 655 451 000

assets as of decemBer 31

consolidated statement oF Financial position

cHapter 3: financial statements and notesconsolidated statement of financial position


elen bente loe membeR of The boaRD

Kenneth RagnvaldsenCeo

Åsa Gunilla Grübb-weinbergemployee RepReSenTaTive

Kathryn moore bakermembeR of The boaRD

ole Jørgen FredriksenChaiRman of The boaRD

elisabeth endrestademployee RepReSenTaTive


NOK 1000 note 2011 2010 2009 2011 2010 2009

equityshare capital

issued capital 9 24 142 24 142 23 417 24 142 24 142 23 417

share premium 325 496 325 496 314 729 325 496 325 496 314 729

Total share capital 349 638 349 638 338 146 349 638 349 638 338 146

retained earnings

other equity -107 262 -15 052 -7 670 -76 718 61 562 60 704

Total retained earnings -107 262 -15 052 -7 670 -76 718 61 562 60 704

non-controlling interest - - - - - -

Total equity 242 376 334 587 330 476 272 920 411 200 398 850

liabilitiesnon-current liabilities

deferred tax liabilities 11 1 023 2 746 2 832 - - -

pension liabilities 10 5 677 5 126 4 843 590 478 428

other non-current liabilities 13 - - 3 829 - - 3 829

Total non-current liabilities 6 700 7 873 11 505 590 478 4 257

current liabilities

interest-bearing loans and borrowings 13,17 24 083 15 951 - 58 060 47 388 15 579

trade payables 85 304 73 782 49 988 2 812 1 738 1 273

income tax payable 11 - - 1 000 - - 854

public duties payable 29 858 32 145 30 022 1 168 1 100 967

current financial liabilities 20 - 373 - - - -

other current liabilities 12 55 636 77 995 85 260 4 605 8 752 29 219

Total current liabilities 194 880 200 247 166 270 66 645 58 977 47 893

Total liabilities 201 580 208 119 177 775 67 235 59 455 52 150

Total equity and liabilities 443 956 542 706 508 251 340 155 470 655 451 000

equity and liaBilities as of decemBer 31

consolidated statement oF Financial position

cHapter 3: financial statements and notesconsolidated statement of financial position

the bOard OF directOrs OF data respOns asaHøvik, march 19, 2012

erik langakermembeR of The boaRD

ulla-britt Fräjdin HellqvistmembeR of The boaRD


GROUP

consolidated eQuity statement

cHapter 3: financial statements and notesconsolidated equity statement

DATA RESPONS ASA

NOK 1000 Attributable to equity holders of the company Total Equity

noteissuedcapital

Share premium

Treasuryshares

Translationdifferences

other equity

Equity as of January 1, 2009 21 181 278 845 -79 90 168 390 114

profit for the year -31 056 -31 056

Total comprehensive income for the year - - - -31 056 -31 056

employee share option sheme 15 - - - 184 184

purchase/sale of treasury shares 9 - - 79 1 504 1 583

issue of share capital 9 2 236 35 885 - -95 38 025

Equity as of December 31, 2009 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

NOK 1000 Attributable to equity holders of the company Total Equity

noteissuedcapital

Share premium

Treasuryshares

Translationdifferences

other equity

Equity as of January 1, 2009 21 181 278 845 -79 28 646 78 563 407 156

profit for the year - - - - -84 665 -84 665

other comprehensive income for the year - - - -31 808 - -31 808

Total comprehensive income for the year - - - -31 808 -84 665 -116 473

employee share option sheme 15 - - - - 184 184

purchase/sale of treasury shares 9 - - 79 - 1 504 1 583

issue of share capital 9 2 236 35 885 - - -95 38 025

Equity as of December 31, 2009 23 417 314 729 - -3 162 -4 508 330 476


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


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



* Group contributions received was presented as cash flow from financing activities in previous years. from 2011 the item is presented as investing activities. Comparative figures are changed accordingly for 2010 and 2009 in this presentation.

** interest paid was presented as investing activities in 2010 and previous periods. from 2011 this item is presented as financing activities. Comparative figures are changed accordingly for 2010 and 2009 in this presentation.

consolidated casH Flow statement

cHapter 3: financial statements and notesconsolidated cash flow statement

NOK 1000 note 2011 2010 2009 2011 2009 2009

cash flow from operating activitiesoperating profit/loss -79 201 -3 586 -87 828 -13 989 -11 793 -15 395

income tax paid -494 -657 -11 494 - -654 -

depreciation and amortisation 3 5 325 6 894 8 243 1 028 1 490 1 521

impairment of goodwill 3 87 316 - 58 979 - - -

employee share option scheme 1 226 817 184 1 226 817 184

change in inventories 3 664 -19 418 23 985 - - -

change in trade receivables -6 854 -41 014 32 270 -1 546 271 54

change in trade payables 11 641 21 976 -14 457 1 074 465 -512

change in provisions for pensions 10 550 283 1 038 112 50 -

change in other accruals -21 400 12 058 -7 091 219 -3 119 1 841

Net cash flow from operating activities* 1 773 -22 645 3 828 -11 877 -12 473 -12 308

cash flow from investing activitiesacquisition of subsidiaries, net of cash acquired 13 -3 557 -11 080 -18 939 - - -

dividends from subsidiaries - - - - 887 13 640

Group contributions received* - - - 21 676 12 222 37 544

purchase of machinery and equipment 3 -3 337 -3 956 -7 798 -355 -403 -3 337

interest received 16 1 037 928 1 776 247 58 489

purchase of financial assets 4 - - - -4 363 -30 424 -34 980

payments regarding loans to subsidiaries 8 - - - -12 759 - -

Net cash flow from investing activities -5 856 -14 108 -24 961 4 445 -17 659 13 356

cash flow from financing activitiesnet change in overdraft facilities 17 8 132 15 951 - 10 627 31 809 1 634

interest paid** 16 -3 893 -2 958 -2 170 -2 428 -1 676 -676

sale/purchase of treasury shares 9 - - -2 007 - - -2 007

Net cash flow from financing activities 4 239 12 992 -4 177 8 245 30 133 -1 048

Net change in cash and cash equivalents 155 -23 761 -25 309 813 - -

cash and cash equivalents at the start of the period 4 738 27 072 55 331 - - -

exchange gains/losses on cash and cash equivalents - 1 426 -2 949 - - -

cash and cash equivalents at the end of the period 17 4 894 4 738 27 072 813 - -


cHapter 3: financial statements and notesnotes | note 1

note 1 accOUntinG principles

General inFOrMatiOndata Respons asa is a public limited company registered in norway. the company’s head office is located at sandviksveien 26, 1363 Høvik, norway. the group’s business operations are described in note 2.

accOUntinG principlesthe data Respons group’s consolidated financial statements and the com-pany financial statements of data Respons asa for the financial year of 2011 have been prepared in accordance with international Financial Re-porting standards (iFRss) and the interpretations set out by the interna-tional accounting standards board, as approved by the european union. the financial statements are based on the historical cost principle with the exception of financial derivatives. the consolidated financial statements have been prepared using consistent accounting principles for similar trans-actions and events under otherwise similar circumstances.

standards, amendments and interpretations published but not yet implementedthere are no iFRss or iFRic interpretations that are effective for the first time for the financial year beginning on January 1, 2011 that have had a material impact on the group’s financial statements. the standards and interpretations listed below have been published, but are not yet effective at the date of approval of the financial statements and not early adopted by the group.

� iFRs 7 Financial instruments – disclosures (amendment), effective from 2012 / 2013

� iFRs 9 Financial instruments, effective from 2015 � iFRs 10 consolidated financial statements, effective from 2013 � iFRs 11 Joint arrangements, effective from 2013 � iFRs 12 disclosure of involvement with other entities, effective from 2013

� iFRs 13 Fair value measurement, effective from 2013 � ias 1 Financial statement presentation (amendment), effective from 2013

� ias 12 income taxes (amendment), effective from 2012 � ias 19 employee benefits (amendment), effective from 2013 � ias 27 separate Financial statements (as revised in 2011), effective from 2013

� ias 28 investments in associates and Joint ventures (as revised in 2011), effective from 2013

� ias 32 Financial instruments - presentation (amendment), effective from 2014

ias 19 employee benefits was amended in June 2011. the impact on the group will be as follows: to eliminate the corridor approach and rec-ognize all actuarial gains and losses in oci as they occur; to immediately recognize all past service costs; and to replace interest costs and expect-ed return on plan assets with a net interest amount that is calculated by applying the discount rate to the net defined benefit liability (asset).

the group is yet to assess the full impact of the amendments. as of de-cember 31, 2011 the group has unrecognised actuarial losses of noK 1.0 million, and the parent company had unrecognised actuarial losses of noK 0.0 million.

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

iFRs 10 provides additional guidance to assist in the determination of control where it is difficult to assess. based on the current group struc-ture, with only fully owned subsidiaries, the impact of the change is not expected to have an effect on the consolidated group financial state-ments. the changes in other new standards and amendments are not ex-pected to have any material impact on the group’s financial statements.

FUnctiOnal cUrrency and presentatiOn cUrrencythe group presents its financial statements in noK. this is also the functional currency of the parent company. subsidiaries with a differ-ent functional currency are translated using the closing date rate for balance sheet items and monthly average rates for the income state-ment. translation differences are charged against other comprehensive income. when a foreign subsidiary is partially or completely disposed of or sold, translation differences related to the subsidiary are recognised in the income statement.

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

� data Respons norge as (100 %) � certified computer technology as (100 %) � digitas as (100 %) � data Respons ab (sweden) (100 %) � sylog sverige ab (sweden) (100 %) � professional Finder ab (sweden) (100 %) � lundinova ab (sweden) (100 %) � data Respons oy (Finland) (100 %) � data Respons a/s (denmark) (100 %) � data Respons GmbH (Germany) (100 %) � ipcas GmbH (Germany) (100 %)

the consolidated financial statements show the overall financial results and the overall financial position when presenting the parent company data Respons asa and its controlling interests in other companies as a single financial entity. companies in which the group has a sole control-ling interest (subsidiaries) have been fully consolidated line by line in the consolidated financial statements.

the profit/loss for the year and share of equity attributed to non-con-trolling interests are presented on separate lines. intercompany trans-actions and balances have been eliminated. the consolidated financial statements have been prepared using uniform principles, which means that the subsidiaries follow the same accounting principles as the par-ent company, and that these principles have been applied consistently over time.

acquired subsidiaries are recognised in the consolidated financial state-ments based on the historical cost to the parent company. Historical cost includes best estimate on future additional payments based on earn-out agreements. the historical cost is allocated to identifiable assets and liabilities in the subsidiary, which are recorded in the con-solidated financial statements at fair value at the time of acquisition. acquisition-related costs are expensed as incurred.

identifiable assets are defined as both tangible fixed assets and intan-gible assets, excluding goodwill. any excess value or shortfall in value beyond that which can be attributed to identifiable assets and liabilities is recognised in the balance sheet as goodwill. excess values in the con-solidated financial statements are depreciated on a straight-line basis over the anticipated economic life of the acquired assets, less any re-sidual value. Goodwill and excess values attributed to intangible assets with an indeterminable useful life are not depreciated, but are tested for impairment in accordance with iFRs.

classification and valuation of balance sheet items current assets and current liabilities comprise of items that fall due within one year of the balance sheet date, as well as items related to the operat-ing cycle. other items are classified as non-current assets or non-current liabilities. Financial instruments are classified and measured in accordance



with ias 39 Financial instruments; Recognition and measurement. For the group it is primarily loans and receivables that are relevant categories. Fi-nancial assets with fixed or determinable cash flows that are not listed in an active market are classified as loans and receivables.

the group will on occasion use derivatives to hedge against fluctuations in currency exchange rates. derivatives not designated as hedging instru-ments according to iFRs are recognised at fair value with changes against other financial income/expenses.

derivatives designated as fair value hedges are recognised at fair value in the statement of financial position. the corresponding change in value of the hedged item is also recognised in the statement of financial posi-tion. the net effect of the two is charged against other financial income/expenses.

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

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

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

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

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

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

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

provisionsprovisions are made in the financial statements where the Group has a liabil-ity (legal or self-imposed) as a result of a past incident, if it is probable that a financial settlement will be made as a result of this liability, and if the amount of such a settlement can be measured reliably. if the impact is significant, the provisions are calculated by discounting the estimated future cash flows by a discount rate before tax that reflects the market’s pricing of the current value of money and, where relevant, risks specifically linked to the liability. provi-sions for restructuring are included if the group has approved a detailed and formal restructuring plan, and the restructuring has either started or been an-nounced. provisions for loss-making contracts are included when the group’s estimated revenue from a contract is lower than the estimated expenses that will be incurred to fulfil the contractual obligations.

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

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

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

solutionsRevenue from the sale of solutions is a combination of the sale of develop-ment services and the subsequent delivery of products. the recognition of revenue from solutions is dependent on the pricing model selected. in cases where the customer pays separately for development work and the products, and pricing is established independently, revenue is recognised in accordance with the principles applicable to services and products de-scribed above.

if the customer only pays for the finished product, the company, in cases where there is a contractual delivery, recognises revenue and capitalises de-velopment work in line with the degree of completion. this is subsequently expensed in line with the delivery of the products.

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

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

currency

transactions in foreign currencytransactions in foreign currencies are translated at the rate in effect on the date of the transaction. monetary items in foreign currencies are translated to norwegian kroner (noK) using the rate in effect at the balance sheet date. exchange rate fluctuations are recognised in the income statement on an ongoing basis during the accounting period.


foreign operationsthe assets and liabilities of foreign operations, including goodwill, are trans-lated into norwegian kroner (noK) using the exchange rate in effect at the balance sheet date. Revenue and expenses relating to foreign opera-tions are translated into norwegian kroner (noK) using monthly average exchange rates. translation differences resulting from the translation of net investments in foreign operations are specified as currency translation dif-ferences under other comprehensive income.

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

pensionspension expenses and pension liabilities are calculated on a linear earning basis in accordance with assumptions regarding the discount rate; future adjustment of wages, pensions and social security benefits; future return on pension assets; as well as actuarial assumptions regarding mortality, vol-untary retirement, etc.

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

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

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

income taxincome tax expense in the income statement comprises both income tax payable for the period and changes in deferred tax. deferred tax is calcu-lated at the current tax rate on the basis of temporary differences between the financial accounting and tax-related values, and tax loss carry forward at the end of the financial year.

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

cash and cash flow statementthe cash flow statement has been prepared in accordance with the indirect method. cash and cash equivalents include cash, bank deposits and other

short-term liquid investments that can be converted immediately and with-out any significant exchange rate risk to a known cash amount, and with maturity date less than three months from the purchase date.

segmentsthe group is organised into operating segments based on the underlying operations as these are reported to and monitored by the group mana-gement. the different geographical areas form the operating segments and the financial information is retrieved and produced based on geo-graphical operating segments.

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

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

use of estimatesthe management has used estimates and assumptions that have affected assets, liabilities, income, expenses and information on potential liabilities. this applies in particular to the recognition of revenue related to long-term manufacturing projects, development projects, capitalised development expenses, pension liabilities and the valuation of goodwill. accounting es-timates may change as a result of future events. estimates and their un-derlying assumptions are assessed continuously. changes to accounting estimates are included in the financial statements for the period in which the change occurs. if the changes also apply to future periods, the impact is spread over the current and future periods.

estimated impairment of goodwillthe group tests annually whether goodwill has suffered any impairment. the recoverable amounts of cash-generating units have been determined based on value-in-use calculations. these calculations require the use of estimates (see note 3).

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

pension benefitsthe present value of the pension obligations depends on a number of factors that are determined on an actuarial basis using a number of as-sumptions. all significant defined benefit plans in the group are related to norwegian employees. the group relies on recommended assump-tions as presented by the norwegian accounting standards board for calculation of norwegian pension liabilities.



note 2 OperatinG seGMents

data Respons’ risk and return profile is largely based on the localisation of its customers, who are in different markets. the group’s operations are therefore based on the geographic identification of the companies, which also corresponds with management reporting. all segments delivers solu-tions, products and services to its local market.

transactions and transfers between the group’s segments are carried out on ordinary commercial terms, corresponding to the terms used for sexternal parties.

the group has one major customer that accounts for more than ten percent of the group’s revenue in 2011. the customer accounted for a total of noK 110.4 million in revenue and belongs to the norwegian operating segment.

operating segments 2011

NOK 1000 Norway Sweden Denmark Germany unallocated/eliminations* Group

external operating revenue 364 359 326 986 108 010 50 530 - 849 885

internal operating revenue 373 446 1 267 - -2 086 -

Operating revenue 364 733 327 431 109 276 50 530 -2 086 849 885

operating expenses 327 219 330 861 117 587 49 902 10 876 836 444

depreciation 1 587 847 1 503 361 1 028 5 325

impairment of goodwill - 23 985 53 250 10 080 - 87 316

Operating profit/loss 35 927 -28 262 -63 064 -9 813 -13 989 -79 201

interest income 266 581 29 169 -8 1 037

interest expense -91 -944 -552 -133 -2 204 -3 925

other financial items -190 -332 909 -475 -275 -363

Profit/loss before tax 35 912 -28 957 -62 678 -10 252 -16 476 -82 451

income tax expense -10 243 871 -4 913 -96 4 235 -10 146

Profit/loss for the year 25 669 -28 086 -67 592 -10 347 -12 241 -92 597

cash flow from operating activities 22 735 -12 427 3 349 536 -12 419 1 773

cash flow from investing activities -986 -839 -58 -117 -3 856 -5 856

cash flow from financing activities -21 767 11 402 -552 606 14 549 4 239

Total assets 143 683 127 853 18 014 25 811 128 595 443 956

Total liabilities 103 539 98 680 28 424 4 130 -33 192 201 580




* The item “unallocated/eliminations” includes non-allocated group expenses (aSa) and eliminations of intercompany revenue and expenses. in addition, the item includes non-allocated assets and liabilities related to the group (aSa), deferred tax assets/liabilities, goodwill, as well as eliminations of intercompany balances.




internal operating revenue 4 499 2 252 - 38 -6 789 -



depreciation 2 183 1 682 2 100 757 1 521 8 243

impairment of goodwill 4 300 14 473 40 205 - - 58 979

Operating profit/loss 2 434 -16 884 -61 088 3 105 -15 395 -87 828

interest income 615 243 249 180 489 1 776

interest expense -40 -188 -1 146 -120 -676 -2 170

other financial items -948 -405 -298 -410 -657 -2 719

Profit/loss before tax 2 060 -17 235 -62 283 2 756 -16 239 -90 941

income tax expense -1 943 837 5 505 -1 610 3 489 6 277

Profit/loss for the year 117 -16 398 -56 778 1 146 -12 750 -84 665

cash flow from operating activities 29 166 -5 313 -6 814 -1 885 -11 326 3 828

cash flow from investing activities -1 787 3 -973 -383 -21 821 -24 961

cash flow from financing activities -37 584 -1 721 -13 250 2 965 45 413 -4 177

Total assets 105 222 87 933 41 942 23 076 250 079 508 251

Total liabilities 58 930 54 563 44 126 2 947 17 208 177 775




internal operating revenue 2 794 335 598 - -3 726 -



depreciation 1 864 1 064 1 810 667 1 490 6 894

Operating profit/loss 20 873 -400 -14 377 2 112 -11 793 -3 586

interest income 319 281 152 118 58 928

interest expense -2 -356 -832 -92 -1 676 -2 958

other financial items -296 -463 -1 003 -378 44 -2 096

Profit/loss before tax 20 894 -938 -16 060 1 760 -13 367 -7 712

income tax expense -6 025 -141 33 -1 020 3 696 -3 456

Profit/loss for the year 14 869 -1 079 -16 027 739 -9 671 -11 168

cash flow from operating activities 11 092 -6 144 -18 877 3 154 -11 870 -22 645

cash flow from investing activities -1 246 -492 16 305 -13 -28 662 -14 108

cash flow from financing activities -12 224 -399 -832 1 509 24 939 12 992

Total assets 126 123 102 304 58 527 24 792 230 961 542 706

Total liabilities 85 568 68 003 59 543 3 412 -8 407 208 119

* The item “unallocated/eliminations” includes non-allocated group expenses and cash flow (aSa) and eliminations of intercompany revenue, expenses and cash flow. in addition, the item includes not allocated assets and liabilities related to the group (aSa), deferred tax assets/liabilities, goodwill, as well as eliminations of intercompany balances.



revenue 2011

NOK 1000Norway Sweden Denmark Germany unallocated/

eliminations* Group

solutions revenue 227 984 92 162 60 263 33 273 - 413 681

products revenue 30 442 18 197 4 178 6 250 -814 58 253

services revenue 106 307 217 072 44 835 11 007 -1 271 377 950

Total other current liabilities 364 733 327 431 109 276 50 530 -2 086 849 885

revenue 2010


eliminations* Group


products revenue 21 686 20 629 6 614 5 224 -2 750 51 404

services revenue 62 350 169 890 61 655 19 821 -977 312 738


revenue 2009


eliminations* Group


products revenue 40 081 16 473 7 535 3 796 -4 824 63 061

services revenue 66 658 132 930 85 745 28 526 -1 965 311 894


Revenue is reported to mangement in three main categories: solutions, products and services. Revenue recognition principles for the three categories of revenue are described in note 1. in the solutions category, data Respons develops custom solutions by combining engineering services with standard computer products. product reve-nue is related to deliveries of standard embedded computer products, while services revenue relates to consultancy services for a range of technology related development projects.



NOK 1000 GoodwillOther

intangible assets

Total intangible

assets

machinery and

equipment

machinery and equipment

cost or valuation as of January 1, 2010 299 256 4 663 303 919 52 415 9 528

additions 872 - 872 3 956 403

disposals - - - -402 -

translation differences 463 -472 -9 -488 -

cost or valuation as of December 31, 2010 300 591 4 191 304 782 55 481 9 931

accum. depr. and impairm. as of January 1, 2010 58 979 4 285 63 264 37 984 5 686

depreciation for the year - 372 372 6 522 1 490


translation differences -1 294 -466 -1 760 -274 -

Accum. depr. and impairm. as of December 31, 2010 57 685 4 191 61 876 43 832 7 176

Net book value as of December 31, 2010 242 906 - 242 906 11 649 2 756

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

additions - - 3 337 355


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 - -


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

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 depreciated over the life of the asset, which is estimated to be from 2.5 to 10 years.

note 3 intanGible assets, Machinery and eqUipMent


Expensed lease rentals in the group (NOK 1000) 2011 2010 2009

Rental of premises in norway 12 763 10 667 9 580

Rental of premises outside norway 10 432 10 191 9 311

operational leasing of it equipment 1 719 881 -

operational leasing of vehicles 2 462 2 404 2 773 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.



intanGible assetsother intangible assets consist of capitalised development expenses, as well as intangible assets recognised at fair value upon the acquisition of companies. in 2011, no development project expenses were capitalised.

changes in goodwill 2011there were no acquisitions in 2011. 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 upwards by noK 294 838 at the end of 2011, compared to an upwards adjustment of noK 1 391 000 at the end of 2010.

impairment of goodwill per december 31, 2011the group’s impairment test showed a need for noK 87.3 million impairment of goodwill, distributed to noK 53.3 million for data Respons a/s (denmark), noK 18.2 million for data Respons ab (sweden), noK 5.8 million for lundinova ab (sweden) and noK 10.1 million for ipcas GmbH (Germany).

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

Goodwill is allocated as follows: (NOK 1000) 2011 2010 2009

data Respons norge as 70 547 70 547 69 674

data Respons ab (se) 10 449 33 561 31 216

sylog sverige ab (se) 56 966 57 005 53 023

lundinova ab (se) - 5 826 5 419

data Respons a/s (dK) - 48 556 51 769

ipcas GmbH (de) 17 125 27 411 29 176

Total 155 087 242 906 240 277

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 based on budgets approved by the board of directors for 2012 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 11.0 % 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 15,3 %. 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 an organic (proforma) growth of approximately 20 %, and management believe that the long-term outlook for the embedded solutions market is prosperous. However, in these uncertain times it is reasonable to expect a lower growth rate, and to reflect the uncertain conditions the yearly growth rate has been set at 0-10 % in the five-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 1 % to 15 %, dependant on past financial performance and expected profit margins for each unit.

sensitivities:For goodwill related to data Respons norge as and sylog sverige ab, no indications of impairment losses have been identified in 2011. the recover-able amounts of the units exceed their carrying amounts by significant margins. a sensitivity analysis have been performed for data Respons norge as and sylog sverige ab, 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 two units.

Goodwill related to data Respons ab and ipcas GmbH has been impaired in december 2011. at the balance sheet date, the carrying value of each unit is equal to the unit’s recoverable value. any changes in key assumptions in the calculation of recoverable amount would lead to changes in the recognised impairment. For data Respons ab, an increase in wacc after tax by 1 percentage point would lead to an additional impairment of noK 4.0 million, a reduction of the growth rate by 5 percentage points would lead to an additional impairment of noK 5.3 million and a reduction in the ebit margin by 1 percentage point would lead to impairment of all remaining goodwill related to the unit, noK 10.4 million. For ipcas GmbH, an increase in wacc after tax by 1 percentage point would lead to an additional impairment of noK 2.0 million, a reduction of the growth rate by 5 percentage points would lead to an additional impairment of noK 3.4 million and a reduction in the ebit margin by 1 percentage point would lead to an additional impairment of noK 1.5 million. all goodwill related to data Respons a/s and lundinova ab has been impaired during 2011.


note 4 sUbsidiaries and Other inVestMents


GROUP

company Date of acquisition Registered office Ownership and voting interest

data Respons norge as 27.11.2001 bærum 100 %

certified computer tehcnology 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 %

the impairment test performed as of december 31, 2011 resulted in an impairment of noK 142.9 million of book value in the relevant subsidiaries. the impairment amounted to noK 90.7 million for data Respons a/s (denmark), noK 39.0 million for data Respons ab (sweden), noK 7.8 million for lundinova ab (sweden) and noK 5.3 million for ipcas GmbH (Germany). 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

company currency issued capital Shareholding book value (NOK 1000)

data Respons norge as noK 1 387 100 % 163 153

certified computer technolgy as noK 1 100 100 % -

data Respons ab (se) seK 507 100 % 15 036

data Respons oy (Fi) euR 150 100 % 1 779

data Respons a/s (dK) dKK 2 277 100 % -

data Respons GmbH (de) euR 100 100 % 16 562

digitas as noK 100 100 % -

sylog sverige ab (se) seK 100 100 % 59 487

lundinova ab (se) seK 100 100 % 484

ipcas GmbH (de) euR 26 100 % 36 925

Total 293 425

* Data Respons Syrén ab merged with Data Respons ab with effect from January 1, 2011 with Data Respons ab as the acquiring company.** Centrex aS changed its name to Digitas aS on march 9, 2011.

the investments are carried using the historical cost method in the parent company’s financial statements.


cHapter 3: financial statements and notesnotes | note 5-6

goods purchased for resale DATA RESPONS ASAGROUP

NOK 1000 2011 2010 2009 2011 2010 2009

Historical cost 59 402 64 279 46 539 - - -

written down to fair value 59 402 64 279 46 471 - - -

General provisions for obsolescence -403 -1 511 -3 298 - - -

book value 58 999 62 768 43 172 - - -

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

note 6 inVentOries

note 5 bUsiness cOMbinatiOns

bUsiness acqUisitiOnsthere has been no acquisitions in 2011, 2010 or 2009.


DATA RESPONS ASA

NOK 1000 current receivables current liabilities

2011 2010 2009 2011 2010 2009

data Respons norge as* 1 334 27 461 80 58 95

data Respons ab 12 851 180 106 1 105 97 113

sylog sverige ab - - - - - 75

lundinova ab - - 253 - - -

data Respons a/s 102 76 67 - 355 -

data Respons GmbH 299 39 5 343 20 -

Total 14 586 322 893 1 528 530 283

note 8 intercOMpany balances


NOK 1000 2011 2010 2009 2011 2010 2009

trade receivables 168 717 162 294 118 974 1 868 322 593

provisions for impairment of receivables -1 827 -1 983 -2 185 - - -

Trade receivables, net 166 891 160 311 116 789 1 868 322 593

accrued revenue 12 181 8 783 16 213 - 2 -

prepayments 11 337 15 339 11 736 937 1 327 490

other current receivables 4 764 3 864 3 415 12 801 326 373

Total other receivables 28 282 27 986 31 364 13 738 1 654 862

Total receivables 195 172 188 297 148 153 15 606 1 976 1 455

provisions as of 1 January 1 983 2 185 515 - - -

Realised losses -269 -244 -57 - - -

provisions for the period 113 42 1 727 - - -

Provisions as of December 31 1 827 1 983 2 185 - - -

note 7 trade and Other receiVables


aGinG analysis OF trade receiVables (NOK 1000) carrying amount Not due Number of days past due date

0-30 31-60 61+

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



losses on trade receivables are classified as other operating expenses in the income statement. maximum credit risk is represented by the row total receivables.

*Digitas aS merged with Data Respons norge aS with effect from January 1, 2010. The comparative figures have been adjusted accordingly.

intercompany balances are mainly due to a short term loan provided to data Respons ab of noK 12.8 million and deliveries of group management services from data Respons asa to the subsidiaries. sales revenue for data Respons asa consists mainly of group management fee.



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, 2011. each share carries one vote. a total of 4.9 million shares were traded on the oslo stock exchange in 2011, a decrease from 22.7 million shares in 2010. at the end of the year data Respons asa had 841 norwegian shareholders and 31 foreign shareholders. the foreign shareholders owned 1.8 % of the shares.

during 2011 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 2011.

list OF 20 larGest sharehOlders as OF deceMber 31, 2011

Shareholder Ordinary shares Proportion of ownership

custom HoldinG as 11 638 650 24,10 %

mp pensJon pK 4 821 000 9,98 %

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 %

dnb noR smb vpF 1 009 669 2,09 %

silveRcoin industRies as 984 200 2,04 %

stoRebRand veKst 912 802 1,89 %

beRnt as 824 900 1,71 %

stoRebRand noRGe i 816 491 1,69 %

loliGo as 800 000 1,66 %

veRdipapiRF.stoReb.noRGe institus. 789 492 1,64 %

p-invest as 695 500 1,44 %

stoRebRand livsFoRsiKRinG as 623 920 1,29 %

sKaGen veKst 600 000 1,24 %

Ro invest as 560 724 1,16 %

biRK investment as 525 000 1,09 %

leiF HÜbeRt 500 000 1,04 %

TOTAl 34 879 459 72,24 %

otHeR 13 405 335 27,76 %

TOTAl NumbER Of ShARES 48 284 794 100,00 %

pOWer OF attOrney tO issUe shares and pUrchase treasUry shares

Passed Type Year issued

maximum share limit

Shares issued/purchased 2011

Remaining number of shares Duration

29.04.2011 capital increase 2011 4 800 000 - 4 800 000 until 26.04.2012

29.04.2011 purchase of treasury shares 2011 2 000 000 - 2 000 000 until 24.04.2012



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 2012 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.

the board has been granted power of attorney to purchase up to 2 000 000 shares with an equivalent nominal value of noK 1 000 000, in accordance with the norwegian public limited companies act section 9-4. the amount which may be paid per share is to be minimum noK 1.00 and maximum noK 50.00. the board is free to choose the method by which the purchase or sale is executed. the authorisation is valid until the annual general meet-ing in 2012. the purpose of the authorisation is to give the company the facility to implement the buy-back of shares with subsequent cancellation, in order to optimise the company’s capital structure. Furthermore, the company wishes to be able to use such authorisation to purchase and sell treasury shares in connection with complete or partial settlement for acquired companies.

the power of attorney can only be used if the company has distributable equity. there is no distributable equity in the company as of december 31, 2011.

earninGs per share

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

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

2011 2010 2009

profit/loss for the year attributable to the equity holders of the company (noK 1000) -92 597 -11 168 -84 665

weighted average number of outstanding shares (1000) 48 285 47 800 44 356

effect of dilution:

-employee share option scheme - - -

weighted average number of outstanding shares, diluted (1000) 48 285 47 800 44 356

earnings per share, basic -1.92 -0.23 -1.91

earnings per share, diluted -1.92 -0.23 -1.91

calcUlatiOn OF tiMe-WeiGhted sharesDate Number of shares* Number of days Weighted number of shares

01.01.2011 48 284 794 365 48 284 794

48 284 794

no distribution of dividends has been proposed for the 2011 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 board of directors proposes that share premium is reduced in order to covered the uncovered losses in the parent company, according with the norwegian public limited companies act section 3-2.


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 13 people in 2011. as of december 1, 2007 the parent company and data Respons norge as changed from a defined benefit pension scheme to a defined contribution pension scheme, but kept the disability part as a defined benefit scheme. the group as a whole has a defined benefit pension scheme that covers 151 people in total. this relates mainly to the disability part. the liabilities are covered through an insurance company.

the calculations are performed by an actuary and are based on the iFRs standard. 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, with one minor exception, 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 2011 2010 2009 2011 2010 2009

the pension expense is calculated as follows:

net present value of current year’s accrued pension benefits 2 187 1 968 2 369 334 321 340

interest cost on accrued pension liabilities 290 349 343 83 107 103

expected return on pension assets -279 -313 -298 -94 -104 -110

amortisation of actuarial gains/losses - -22 13 - 5 13

Pension expenses for the year 2 199 1 982 2 426 323 329 346

pension liabilities and pension assets:

estimated defined benefit obligation 11 936 11 425 10 219 2 648 2 677 2 516

estimated value of pension assets 7 086 6 529 6 038 2 043 1 995 1 779

net estimated pension liabilities 4 849 4 896 4 181 606 681 738

unrecognised actuarial gains/losses 828 230 662 -16 -203 -310

Net pension liabilities 5 677 5 125 4 843 590 478 428

changes in the liabilities:

net pension liabilities as of January 1 5 126 4 843 3 805 478 428 282

Recognised pension expenses 2 199 1 982 2 427 323 329 346

premium payments -1 648 -1 699 -1 388 -211 -279 -200

Net pension liabilities as of December 31 5 677 5 126 4 843 590 478 428

2011 2010 2009

discount rate 3.30 % 3.20 % 4.40 %

Return on pension funds 4.80 % 4.60 % 5.60 %

Future salary increases 4.00 % 4.00 % 4.25 %

annual basic amount adjustment 3.75 % 3.75 % 4.00 %

Future pension increases 0.70 % 0.50 % 2.75 %

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

2011 2010 2009

equities 10.4 % 15.6 % 3.8 %

bonds 15.2 % 16.6 % 29.9 %

money market 21.7 % 13.2 % 14.0 %

long-term bonds 33.4 % 32.5 % 28.8 %

Real estate 18.0 % 16.1 % 16.8 %

other 1.2 % 6.0 % 6.7 %

percentage distribution of pension assets by investment category:

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


note 11 incOMe tax



Summary of temporary differences (NOK 1000) 2011 2010 2009 2011 2010 2009

Receivables -41 -1 775 -1 104 - - -

other current assets -151 -1 305 -1 585 - - -

provisions for contingent liabilities -7 142 -4 413 -4 082 -1 535 -1 599 -1 421

pensions -4 903 -4 405 -4 136 -590 -478 -428

work in progress -731 - - - - -

Group contributions* - - - -36 323 -21 836 -7 222

Total -12 968 -11 898 -10 907 -38 448 -23 913 -9 070

tax loss carryforward -99 835 -109 635 -104 681 -62 365 -83 451 -93 029

Total positive/(negative) temporary differences -112 803 -121 533 -115 588 -100 813 -107 364 -102 100

deferred tax asset at current tax rate 31 330 35 835 34 699 28 228 30 062 28 588

of which, deferred tax assets not recognised 11 197 3 935 - - - -

Deferred tax assets in the balance sheet 20 134 31 900 34 699 28 228 30 062 28 588

deferred tax liability at current tax rate 1 023 2 746 2 832 - -

Deferred tax liability in the balance sheet 1 023 2 746 2 832 - -

* 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, with the exception of a challenging 2009, shown healthy profits, and it is expected that it will be possible to utilise the tax loss carryforward. unrecognised de-ferred tax assets relate to the tax loss carryforward in denmark. the tax loss can be carried forward indefinitely.


income tax expense comprises (NOK 1000) 2011 2010 2009 2011 2010 2009

income tax payable in norway - - - - - -

income tax payable outside norway 96 1 428 2 243 - - -

Total income tax payable 96 1 428 2 243 - - -

change in deferred tax in norway 6 008 2 328 -1 545 1 834 - 1 674 7 024

change in deferred tax outside norway -3 351 -4 513 -6 974 - - -

Total change in deferred tax 2 656 -2 186 -8 519 1 834 - 1 674 7 024

unrecognised change in deferred tax 7 394 4 214 - - - -

Total income tax expense/(revenue) 10 146 3 456 -6 277 1 834 - 1 674 7 024


note 12 Other cUrrent liabilities



calculation of tax base for the year (NOK 1000) 2011 2010 2009 2011 2010 2009

profit/loss before tax -82 451 -7 712 -90 941 -137 671 -1 594 -24 033

28 % tax -23 086 -2 159 -25 464 -38 548 -446 -6 729

tax effect of:permanent differences 25 452 1 039 17 051 40 382 -1 028 12 899

change in not-recognised deferred tax 7 391 4 214 744 - - -

adjustment from previous years 12 -200 854 - -200 854

differences in tax rates 377 563 538 - - -

income tax expense (revenue) for the year 10 146 3 456 -6 277 1 834 -1 674 7 024

effective tax rate -12 % -45 % 7 % -1 % 105 % -29 %

DATA RESPONS ASAGROUP

NOK 1000 2011 2010 2009 2011 2010 2009

prepayments from customers 938 9 860 1 160 - - -

accrued wages/bonuses/holiday pay 30 637 29 470 30 534 2 103 2 484 4 007

accrued expenses 24 061 35 091 31 635 2 502 2 695 3 281

other current liabilities* - 3 573 21 932 - 3 573 21 932

Total other current liabilities 55 636 77 995 85 260 4 605 8 752 29 219

* other current liabilities consists of additional payments according to earn-out agreements that are due within a year. See note 13 for specification.



note 13 Other prOVisiOns FOr liabilities


NOK 1000 Other provisions Total Other

provisions Total

Provisions as of January 1, 2011 3 573 3 573 3 573 3 573

utilised during the year - 3 573 -3 573 - 3 573 -3 573

Provisions as of December 31, 2011 - - - -

Other prOVisiOnsin connection with acquisition of companies, an earn-out agreement is often entered into, where the previous owners receive additional payments based on the performance of the acquired company in a specified time period after the acquisition. the additional payments will be made in cash or in shares in data Respons asa based on market rate. earn-out obligations from acquisitions were settled during the second quarter of 2011, and there are noe remaining obligations as of december 31, 2011.


NOK 1000 2011 2010 2009 2011 2010 2009

mortgages and guaranteesdebt secured by mortgage - - - - - -

Guarantees 9 513 5 561 4 531 255 255 255

book value of secured assets used as collateral

machinery and equipment 3 234 3 569 3 822 - - -

trade receivables 59 951 49 044 29 191 - - -

inventories 39 647 34 619 24 614 - - -

Total 102 832 87 232 57 627 - - -

a guarantee of noK 5 624 080 has been provided in connection with lease agreements.in addition, a guarantee of dKK 3 728 600 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 on its machinery and equipment and a total lien of noK 70 million has been placed on trade receivables.

stateMent OF Financial sUppOrtdata Respons asa has provided a statement of financial support on behalf of data Respons a/s. the statement confirms that data Respons asa, until december 31, 2012, 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.

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 or-dinary business transactions between group companies there have been no related party transactions in 2011. 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 consists 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.


Salaries and fees Pensions Other benefits

in kindTotal

remunerationNo. of shares

No. of options

Kenneth Ragnvaldsen, ceo 2 194 926 73 396 165 807 2 434 129 245 000 200 000

Rune wahl, cFo 1 805 518 73 396 119 198 1 998 112 45 000 100 000

susan Hagerty, evp sales & marketing 1 439 290 85 037 144 433 1 668 760 30 000 50 000

ole Jørgen Fredriksen, chairman of the board 315 000 315 000 84 684 -

elen bente loe, board member 190 000 190 000 - -

Kathryn moore baker, board member* - - - -

ulla-britt Fräjdin Hellqvist, board member - - - -

erik langaker, board member - - 100 000 -

steinar Hoen, former board member 170 000 170 000 2 500 -

silvija seres, former board member 150 000 150 000 - -

elisabeth endrestad, board member, employee representative 30 000 30 000 16 312 -

Åsa Grübb weinberg, board member, employee representative 25 000 25 000 - -

-

Haakon sæter, nomination committee member 7 000 7 000 2 247 411 -

narve Reiten, nomination committee member - - - -

andreas berdal lorentzen, nomination committee member - - - -

shares, OptiOns and reMUneratiOn tO the ceO, Key eMplOyees, bOard OF directOrs and nOMinatiOn cOMMittee

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

in accordance with iFRs 2, the fair value of options granted to employees is accrued over the vesting period and in 2011 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 29, 2011 the annual General meeting decided that the remuneration of the board of directors should be a fixed salary of noK 275 000, 150 000 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 925 000 in renumeration. 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.



Payroll expenses (NOK 1000) 2011 2010 2009 2011 2010 2009

wages and salaries 253 796 243 196 257 028 17 270 15 607 18 674

social security tax 51 778 45 843 45 619 2 231 2 282 2 586

pension expenses, defined benefit scheme 2 199 1 982 2 426 323 329 346

pension expenses, defined contribution scheme 16 718 16 977 17 772 737 727 722

other benefits 17 864 17 442 15 746 2 102 2 185 1 517

Total 342 354 325 439 338 592 22 663 21 130 23 844

note 15 payrOll expenses, eMplOyees, reMUneratiOn and lOans

the average number of employees during the financial year was 24 in the parent company. the average number of employees in the group was 459, and there were 446 employees at the end of the year. there were 70 female employees in the group, 12 of whom were middle managers.



2010 20092011Average

Exercise price OptionsAverage

Exercise price OptionsAverage

Exercise price Options

noK 1 000 noK 1 000 noK 1 000

As of January 1 - - - - 16.80 1 230

Granted 8.27 725 - - - -

Forfeited - - - - 16.80 -100

exercised - - - - - -

expired - - - - 16.80 -1 130

As of December 31 8.27 725 - - - -

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 2011, a total of noK 1 225 908 were expensed for the option programme.

bOard’s GUidelines and Main principles FOr the stipUlatiOn OF salaries and Other reMUneratiOn tO Key eMplOyeesin accordance with the provisions of the public limited companies act, the board of directors has prepared the following declaration of guidelines and main principles for the stipulation of salaries and other remuneration for key employees. the object of designing a compensation package for the ceo and other key employees is to provide a competitive package that contains incentives to strive for profitable growth and increase the creation of value for the shareholders within the scope of the company’s adopted values and strategies.

the individual manager shall be paid a fixed basic salary in line with market salaries for corresponding positions in comparable companies in norway. a variable salary shall be paid in addition to the fixed salary. the variable salary is dependent on achieving profitability improvement and growth 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 frame-work at the annual general meeting 2010. the share option scheme was established to give the company’s management incentives to strive to create value for the shareholders. the board of directors is in general positive to performance related arrangements which are linked to value creation for shareholders or the company’s earnings performance over time.

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

eMplOyee share OptiOn scheMeon april 22, 2010 the annual General meeting of data Respons asa approved a share option program for 11 employees in top management posi-tions with a total scope of 2 340 000 options. the options will be issued in 3 equal parts over a 3 year period and can only be exercised in 3 years. the strike price will be set at market price the start of each vesting period for the 1/3 issued. in may 2010 the strike price for the first vesting period was set to noK 8.27. in may 2011 the strike price for the second vesting period was set to noK 8.24. the first 725 000 options were issued in may 2011. the next 725 000 options will be issued in may 2012, and the last 725 000 options under this agreement will be issued in 2013, totalling 2 175 000 options.

movements in the number of outstanding share options and the associated weighted average exercise prices are as follows:

GROUP DATA RESPONS ASAremuneration to the auditorNOK 1000 2011 2010 2009 2011 2010 2009

auditing services 998 1 053 1 237 291 291 291

other certification services - 55 34 - 14 27

tax advice 118 146 246 93 53 83

other non-auditing services 6 66 88 - 5 24

Remunerations to the auditor are presented net of vat.




NOK 1000 2011 2010 2009 2011 2010 2009

financial income

interest received from Group companies - - - 227 - -

interest income 1 037 928 1 776 20 58 489

other financial income 6 733 4 441 3 490 2 192 1 276 160

Total other financial income 7 771 5 370 5 266 2 439 1 334 649

financial expenses

interest expenses 3 897 2 958 2 170 2 400 1 676 676

other financial expenses 7 125 6 537 6 209 2 527 1 232 817

Total other financial expenses 11 021 9 496 8 379 4 926 2 908 1 492

note 16 Financial iteMs

note 17 cash and cash eqUiValents


NOK 1000 2011 2010 2009 2011 2010 2009

cash and bank deposits 4 894 4 738 27 072 814 - -

– of which restricted -4 894 -4 738 -5 065 -814 - -

unrestricted cash and cash equivalents - - 22 007 - - -

unutilised overdraft facilities 26 442 6 098 26 774 26 442 6 098 26 774

unutilised other credit facilities 25 000 42 000 - 25 000 42 000 -

cash reserve 51 442 48 098 48 781 51 442 48 098 26 774

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, 2011 the net position in the corporate account system was noK -13.6 million. the overdraft limit for the corporate cash pool system is noK 40 million, leaving noK 26.4 million as available overdraft as of december 31, 2011.

the data Respons group also has available noK 40 million in credit facilities, whereof noK 15 million were utilised as of december 31, 2011. available credit facilities amount to noK 25 million. 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, 2011 is noK 51.4 million.

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, 2011 the ratio was 55 %. 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, 2011 the ratio was 1.8.



note 18 Other OperatinG expenses

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, 2011 all material financial assets and liabilities are classified as loans or receivables under ias 39, and their value is not subject to any market price risk.

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

liqUidity risK and capital ManaGeMent the primary objective of the group’s capital management is to maintain a healthy capital ratio to support the group’s continued operations and potential expansion. the group will primarily finance the expansion through cash generated by the operational activities and equity. to cover temporary funding needs, the group has secured a credit facility of noK 80 million. there are financial covenants which may restrict the use of the credit facilities, see note 17 for specifications regarding cash and credit facilities. the group has 30-60 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, 2011 the group has noK 4.9 million in cash and noK 24.1 million in interest-bearing debt and consider the debt ratio as appropriate for the group’s development.

cUrrency risKthe group has operations in 4 different countries with 4 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 unneces-sary. 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, and further hedging is deemed unnecessary. in those instances where it is not possible to enter such an agreement with the customer, currency hedges on large deliveries of components will be considered.

interest rate risKthe group primarily finances its operations and acquisitions through equity and cash generated from operational activities, and has no investments in long-term interest-bearing financial assets. 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 2011 2010 2009 2011 2010 2009

expenses related to premises and equipment 25 861 22 859 24 228 1 231 917 2 054

external services 9 928 5 518 5 419 3 208 2 141 3 002

marketing expenses 6 449 6 383 7 454 1 308 643 1 303

other operating expenses 32 289 30 953 35 643 6 290 4 770 4 633

Total 74 527 65 714 72 744 12 037 8 471 10 992

noK 1000 increase/ decrease in basic points Effect on profit before tax

2011+100 192

-100 -192

2010+100 115

-100 -115


cHapter 3: financial statements and notesnotes |note 20-22

note 20 research and deVelOpMent

the group does not have material costs related to R&d activities, and no intangible assets have been recognised in the balance sheet related to R&d activities in 2011.

note 21 GOVernMent Grants

data Respons has one research project that is approved as an R&d project covered by the skatteFunn scheme in accordance with section 16-40 of the taxation act. noK 78 300 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 2011.

note 22 eVents aFter the balance sheet date

there have been no major events between the balance sheet date and the approval of the annual accounts for 2011.


cHapter 3: financial statements and notesauditor’s report

auditoR’s RepoRt

www.datarespons.com

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