1 Annual Report 2005
2 Key figures* Operating revenues Contribution Contribution margin (%) EBIT EBIT margin (%) Number of employees as of 31 December Norway Operating revenues EBIT Number of employees as of 31 December Denmark Operating revenues EBIT ,.8 Number of employees as of 31 December Sweden Operating revenues EBIT Number of employees as of 31 December * The numbers are identical with the reported income statement in the annual accounts for 2005 with corresponding figures. The Ementor Group Ementor ASA Jo Lunder Rune Falstad CFO Ementor Norge AS Jo Lunder Ementor Danmark A/S Carsten Dilling Ementor Sverige AB Johan Rittner Contents 2 CEO statement 4 What does Ementor do? 12 Board of Directors report 20 Consolidated income statements Ementor Group 20 Consolidated balance sheets Ementor Group 21 Consolidated statement of changes in equity Ementor Group 21 Consolidated statement of cash flows Ementor Group 22 Notes Ementor Group 45 Income statements Ementor ASA 45 Balance sheets Ementor ASA 46 Statement of changes in equity Ementor ASA 46 Statement of cash flows Ementor ASA 47 Notes Ementor ASA 52 Auditor s report 53 Glossary 54 Shareholder information 56 Corporate governance and company management 61 Group management
3 Ementor s strategy is to strengthen its position as a leading provider of infrastructure solutions and products in the Nordic region. Ementor s goal is to be the first choice of customers, employees and partners. Customers look to Ementor for innovative, solid and efficient solutions to their IT challenges. Employees look to Ementor for professional challenges in an exciting and rewarding work environment. Partners look to Ementor for added value and good business opportunities. The goal is to create added commercial value for everyone who chooses Ementor. Ementor had employees and was represented in 12 cities in Norway, Denmark and Sweden at the end of The Company is listed on the Oslo Stock Exchange. In February 2006 the Company announced the merger of Ementor and Topnordic. This merger will form the foundation for a new, focused growth phase for Ementor.
4 2005 focus and alignment A thorough review of Ementor s businesses in the first quarter of 2005 revealed significant challenges and a substantial need to reduce the company s risk profile by focusing our operations. We have therefore conducted an extensive financial and operational restructuring programme, which is still ongoing and will also have priority in The restructuring has provided greater financial freedom through the sale of several businesses, including outsourcing in Norway and Sweden, the consulting unit Avenir in Norway, and our Finnish subsidiary. The primary objective of this restructuring has been to establish a foundation for new growth and added value for our owners. The agreement to merge Ementor and Topnordic, which was made public in February 2006, provides a solid base for a new, focused growth phase. Together, our two companies comprise a leading provider of infrastructure solutions and products in the Nordic region. The merged Group will represent a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and products market. Ementor and Topnordic have complementary businesses that, based on our respective strengths, provide exciting opportunities for employees, customers and shareholders. Ementor has decided to focus primarily on infrastructure. Together with Topnordic, the Company enters 2006 with a focused strategy to consolidate our position as a leading provider of infrastructure solutions and products in the Nordic region. Ementor and Topnordic will be the market leaders in their focus areas in Norway and Denmark, be a solid number two in Sweden, and will also be present in the Finnish market. We have the will, ability and power to implement this strategy, and will apply our expertise, experience, partner network and local presence and size to strengthen our position. In 2005, Ementor selected a management model that gave the subsidiaries in Denmark, Sweden and Norway more independence. This was done to infuse the operational change process with more speed and power. This move has given good results and was completely necessary, because the challenges in each country were so different. While all parts of the Group are still working under the same name, profile and overall strategy, and still offer many of the same services, each of the three units has also made great strides in further developing its particular areas of strength. The units have now come into their own, and we are expecting growth and good performance in every country in Ementor has a strong and balanced customer base, and according to the customer satisfaction survey conducted in 2005, our customers are very satisfied with our solutions, products and expertise. We know that we fulfil important success criteria, such as a local presence, expertise and focus, and that we are able to service customers of different types and size. At the same time we know that in the end, the only criteria we are measured by, is whether the solutions and products we provide result in added value for our customers whether in the form of greater efficiency or other benefits that our customers find important. Consolidation, efficiency improvement and a greater focus on our core business requires continuous change. All companies experience change to a greater or lesser extent, and in our industry realignment is the rule rather than the exception. For a company like Ementor, the most important element is nevertheless to maintain focus on our customers demands and needs. Through a difficult restructuring period, I find additional motivation in the great efforts made by our employees in their strong desire to make Ementor successful. All contribute their expertise and experience to build good customer relations, which is the foundation for the shareholder value we sincerely hope to create. Our employees and their expertise remain our most important asset, and we must continue to ensure that Ementor remains an exciting place to work. We are on the right track will be an exciting year for Ementor, especially with regards to the consolidated strength from the Topnordic merger. We will make good use of this consolidation to reinforce Ementor as the leading provider of infrastructure solutions and products in the Nordic region. 7 March 2006 Jo Lunder President and CEO Ementor Annual Report 2005 CEO
5 Ementor Annual Report 2005 CEO
6 What does Ementor do? Ementor is a leading provider of infrastructure solutions and products in the Nordic region. The company mainly provides services related to hardware/ software products, consulting services and service agreements. Ementor focuses mainly on designing, building and managing IT infrastructure solutions for IT platforms/systems, communication, information management/ collaboration and security. Ementor s aim is to help its customers become more competitive and reach their goals through IT. Therefore Ementor continuously strives to ensure that it possesses the necessary expertise and certifications required by the products and services it supplies. In February 2006 Ementor announced a merger with the Danish owned company Topnordic. The merged Group will comprise a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and product market. Local knowledge and presence Ementor has offices in many of the major cities in Norway, Denmark and Sweden. Even though the Company is a Scandinavian Group with a common owner and common overall strategies, the market offerings in the various countries differ. As providers of infrastructure solutions and products, the Norwegian and Swedish businesses have a great deal in common, while the Danish business has a far greater focus on IT consulting services. Ementor builds nevertheless on a common origin and culture that is based on shared values, such as flexibility, cooperation, innovation, competence and comprehension of local customer needs. One of the Company s competitive strengths is precisely its ability to use the local needs as its point of departure and adapt its offerings to the customers needs accordingly. Industry experience Experience and knowledge of the customer s industry is often of decisive importance to a company s ability to provide good advice and offer products, solutions and services that meet the customers needs. Ementor understands what challenges face the various industries, and it has specialised experience and knowledge of the public sector, financial services, trade & manufacturing, energy & utilities, health & life sciences, services, media & entertainment, telecommunication, and travel & transport. The industry experience within the markets Ementor operates in will be presented under the description of each country. Ementor Annual Report 2005 What does Ementor do?
7 Ementor Annual Report 2005 What does Ementor do? 5
8 Operating revenues per country 2005 (%) Group operating revenues per industry segment 2005 Norway Denmark Sweden Public Sector Financial Services Trade & Manufacturing Energy & Utilities Health & Life Sciences Media & Entertainment Telecommunication Travel & Transport Expertise and certifications Ementor s strength lies in the knowledge and experience the Company has acquired as a provider of infrastructure solutions and products, and its strong partnerships with leading technology suppliers. Ementor s greatest competitive strength and its most important asset is the expertise possessed by its employees in various areas and their ability to see what opportunities technology can offer customers. Ementor has also developed its own methodology for the Company s work processes, based on the experience and expertise acquired by the Company s employees over the years. Ementor is the most certified IT partner in the Nordic region. The Company s employees have a total of certifications and more than 35 per cent of the employees (all functions) have one or more certifications. Ementor has established internal control systems for health, safety and the environment in each of the countries where the Company operates. These systems are designed to ensure that the physical and psychological working conditions in the organisation are in accordance with the national legislation and safeguard the interests of the employer and employees in the best possible manner. Ementor conducts annual employee satisfaction surveys. The Group s strategy and focus Ementor announced in February 2006 that Ementor and Topnordic will be merging to create the largest provider of infrastructure solutions and products in the Nordic region. The merged Group will represent a strong platform for further growth and consolidation of the Nordic IT infrastructure solutions and product market. The business will operate under the Ementor name in Norway, Ementor and Topnordic in Sweden, and Topnordic in Denmark and Finland. A separate business area will be established in Denmark for activities that are not in Important events Eterra is launched as an independent Company. Getronics buys 20 per cent of the shares in Merkantildata Invest. Tom Adolfsen announces that he will resign as Group CEO. The Company implements considerable downsizing and cost-cutting measures due to the weak market Arne A. Jensen takes over as Group CEO. Merkantildata sells Ementor Financial Systems to TietoEnator. Merkantildata sells Rubik to Captive Finance Limited. Merkantildata sells PC Superstore to Sekvencia AB Ementor takes over Nordic Voice Competence AS (NVC) by increasing its stake from 49 to 100 per cent. Ementor acquires the consulting business of EDB Business Partner in Bergen. Merkantildata, Ementor and Eterra merge under the new name of Ementor in July. Ementor acquires MNOK 110 through a private placement to strengthen the Company s financial position for investment in big projects and outsourcing. Ementor takes over the SAP consulting business Broad Partner Services Consulting AS in Norway and the IT outsourcing business of Serco Sweden AB. TJ Group Plc. takes over Ementor s Symfoni product portfolio Ementor refinances the existing revolving credit facility and overdraft facilities, and enters into an agreement with DnB NOR Bank ASA as its new main bank. The stand alone hardware business in Denmark is spun off and sold to Topnordic A/S. A new Managing Director is appointed in Finland. Ementor sells its entire shareholdings in itet to Kunnskap Invest. In October the Group CEO Arne A. Jensen announces his resignation. MNOK 225 is raised in a rights issue. Ementor sells its shareholdings in Ajourit AS to Visma ASA. In December Jo Lunder is appointed new Group CEO Ole Morten Settevik takes over as the Managing Director in January, and the corporate staff is reduced significantly at the same time. Jo Lunder takes office as Group CEO. In March, Rune Falstad is appointed as the new Executive Vice President and CFO, and Carsten Dilling is appointed as the new Managing Director in Denmark and Deputy Group CEO. A new strategy for the Group that entails changes in the business model and market offerings is presented in July. The implementation is expected to take months. A financial platform for restructuring the business, consisting of an equity guarantee of MNOK 100 from Kistefos in connection with a rights issue and support from the banks for managing liquid assets etc. realised through restructuring activities, is presented at the same time. In September 100 per cent of the shares in the Finnish subsidiary KPY Oyj are sold. In October Ementor sells its Norwegian and Swedish outsourcing businesses to ErgoGroup AS Ementor sells its Norwegian consulting business (Avenir) to EDB Business Partner ASA in January. The merger of Ementor ASA and the Danish Company Topnordic A/S is announced in February, and, as a consequence of the merger, Jo Lunder takes over as the Managing Director of Ementor Norge AS in addition to his position as Group CEO. Ementor Annual Report 2005 What does Ementor do?
9 Norway Revenue: MNOK * Number of employees: 821* Number of certifications: Some customers in 2005: the infrastructure area with the focus on consulting and development services (business consulting, ERP services, system development and application outsourcing). The new Ementor Group s strategic focus will be on strengthening the Group s position as the leading provider of infrastructure solutions and products in the Nordic region. The descriptions below under each country do not take the merger between Ementor and Topnordic into account and thus only reflect the Ementor organisation. BKK Norwegian Directorate for Children, Youth and Family Affairs The Municipality of Bærum DnB NOR Bank ASA Central Norway Regional Health Authority IT Western Norway Regional Health ICT Eastern Norway Regional Health Authority Lyse Tele AS Matiq AS Norsk Hydro ASA The Norwegian Directorate of Taxes The Norwegian Public Roads Administration Statoil ASA Sør-Trøndelag County Municipality and collaborating municipalities Telenor ASA * incl. the sold Norwegian consulting business (Avenir) Norway Market and trends The Norwegian ICT market grew by 6.4 per cent in 2005 (source: IDC). Services and software showed stronger growth than hardware. The ICT industry is still consolidating in both the telecom and IT markets. The number of players is relatively constant, but changes in the customers purchase patterns due to outsourcing and an ever broader distribution of standard hardware and software affected the various market players differently in A strong demand is expected for mobile solutions in the future, both solutions based on the traditional PC platform and solutions based on mobile units linked via a wireless network or telecom operators. The demand for solutions that support new business architectures is also increasing. Infrastructure is becoming increasingly virtualised (an uncoupling of the physical and logical resources), and provides better utilisation of the available capacity. The trend in applications is in the direction of dividing up large, complex applications into smaller parts (componentisation) in an Service Oriented Architecture (SOA). Due to new international regulations (Sarbanes-Oxley in the US and Basel II in the EU), as well as the requirements concerning protection of privacy and sensitive information from national authorities, the IT architecture must fulfil ever stricter legal requirements. The competition climate shows different trends. While the market for simpler products is affected by overdistribution and pressure on the margins, there is still a strong demand for more advanced data centre and communication solutions. The consulting market is growing, and there is especially strong demand for consulting services with regards to communication, consolidation and virtualisation. In the future the IT infrastructure market is expected to play an ever more important and broader role, and this includes middleware and system administration as well. Strategy and market offerings Ementor is strongly represented in the Norwegian market, with offices in Oslo, Trondheim, Bergen, Stavanger, Kristiansand and Larvik, and the Company s goal is to maintain its position as the largest Norwegian provider of infrastructure solutions and products. Ementor has a leading position in the Norwegian server, communications and security markets. Great importance is attached to the fact that customers and partners have confidence in Ementor s ability to build and deliver the most appropriate solutions. Having the right expertise is therefore high on Ementor s agenda, and the Company is certified at Ementor Annual Report 2005 What does Ementor do?
10 the highest level by its most important suppliers. Ementor has worked on aligning its product and service offerings in The Company develops and manages innovative solutions in the following four business areas: IT platforms Productivity and collaboration Network and communication Security Ementor s goal is to ensure that IT delivers real business value for the customer, internally and externally, and the Company also wants to enable the customer s IT function to document the value generated. Ementor s Norwegian consulting business (Avenir) was sold to EDB Business Partner ASA in January Today Ementor has one of Norway s largest competence bases in the infrastructure area, with more than 380 consultants (in addition to the consulting unit that was sold). The Company will continue to develop this competence base in the future. Ementor s customers in Norway are primarily large and medium-sized private and public enterprises. The Company s solutions can be used in most industries, but Ementor focuses primarily on broadband operators, bank/finance, petroleum/ engineering, health services and local government. External cooperation Ementor builds on strong partner relationships. In Norway the Company is one of the largest partners of international technology suppliers such as HP, IBM, Cisco, Microsoft and SUN. In addition, Ementor has important partner relationships with Norwegian product and service suppliers such as Telenor and ErgoGroup. Ementor has, among others, the following certifications: Cisco Gold Partner, HP Premier Partner, IBM Premier Business Partner, Microsoft Gold Certified Partner, SUN I-Force Partner and Telenor certified partner. In 2005 Ementor was named Business Partner of the Year by IBM Norway. Examples of customers Lyse Tele AS Ementor entered into a framework agreement with Lyse Tele, one of Norway s leading broadband operators in the Triple Play sector, which encompasses, for example, communication equipment, server and storage equipment, and technical services. It was important to us that Ementor had nationwide delivery capacity. They have done a wonderful job so far, and we are looking forward to continued cooperation, says Eirik Gundegjerde, Managing Director of Lyse Tele AS. Eastern Norway Regional Health Authority Ementor is one of three suppliers to Eastern Norway Regional Health Authority for a framework agreement that encompasses PCs, printers, servers, storage, communication, networking, IT security, video conferencing, and consulting services for infrastructure solutions and service agreements. The suppliers were selected based on their competence and ability to deliver in all areas of the framework agreement, says the Deputy Director of Eastern Norway Regional Health Authority, Steinar Marthinsen. Denmark Market and trends The Danish businesses are making major strategic and visionary IT investments again, and the market is showing a lot of interest in the consolidation and development of IT in general. The customers are looking for efficient solutions that support their business operations, and they place high demands on the suppliers innovativeness and ability to It was important to us that Ementor had nationwide delivery capacity. They have done a wonderful job so far, and we are looking forward to continued cooperation. Eirik Gundegjerde, Managing Director of Lyse Tele AS Ementor Annual Report 2005 What does Ementor do?
11 Denmark Revenue: MNOK Number of employees: 629 Number of certifications: 928 Some customers in 2005: BEC Codan Trygg-Hansa Danish Labour Market Supplementary Pension FLSmidth A/S The Directorate for Food, Ficheries and Agri Business Hexal Danish Broadcasting Corporation (DR) Danish State Railway (DSB) Falck Danmark A/S National IT and Telecom Agency National Agency for Enterprise and Construction Ministry of Foreign Affairs of Denmark Ministry of Social Affairs Jyske Bank SDC create value. The competition is intense, and the winners are the suppliers who are able to deliver well-integrated solutions with a component mix that is tailored to the customer s business, at the right price. According to IDC, three out of four Danish businesses are planning to invest in portal solutions before the end of Many businesses expect to develop their ERP applications during the next two years, and more than a third of Danish businesses are planning to phase out one of their key applications. More than half of the businesses in Denmark expect to invest in IP telephony within a year. The primary growth driver in the Danish IT service market is the outsourcing of applications and infrastructure. Such outsourcing is also relevant for small and medium-sized enterprises. Flexibility is an important parameter. It is also expected that the outsourcing of security and network solutions will generate additional growth. The customers are concerned about controlling costs associated with their operations and the maintenance of clients, and customer service solutions will be an obvious optimisation object. Strategy and market offerings Ementor desires to provide added value to Danish customers through individual and flexible solutions and services with a high standard of quality. In 2005 the Company has enhanced the efficiency of its organisation, significantly sharpened its focus and established a far simpler structure based on three main areas: project-based services, service management & outsourcing, and product sales. Ementor s primary business areas in Denmark are: Client management, consolidation and security Hardware service Broadband and IP telephony Employee portals and subsidies administration (TAS) Management of infrastructure and SAP or Oracle solutions SAP Consulting and Business Consulting Ementor consolidated all its management and SAP consultants in Denmark in the newly established company Ementor Consulting A/S as of 1 October Ementor Communication A/S was established on 1 January 2006, and this company consolidates the network and cabling business. Ementor has offices in Ballerup outside Copenhagen and in Århus. Ementor is currently a leading supplier in the Danish market for IT projects, consultants and services, and it offers one of Denmark s broadest ranges of infrastructure solutions, outsourcing, consulting, solutions, and services. Ementor Annual Report 2005 What does Ementor do?
12 Sweden Market and trends Ementor operates in a growing market in Sweden. According to calculations from independent analysts, the Swedish IT market is currently growing by around 5 10 per cent. Since the customers own customers and users are placing ever higher demands on availability, Ementor expects that the growth in the Swedish market will be sustained in the coming years. Ementor has a strong position in the Danish public sector. The Company has, for example, long experience in supplying portals, infrastructure and administrative solutions, business consulting and management services. Ementor has a solid platform in the financial sector and the pharmaceutical industry through a number of longstanding management and service agreements. The Company is well-positioned for the implementation and management of major ERP projects in the energy and transport sector, and it is also a leading cabling project player in the utility and transport sector and in local government. External cooperation Ementor in Denmark possesses a high level of expertise through a great number of certifications. Ementor is a Cisco Gold Partner in Denmark, and it has unique partnerships with several of the world s foremost technology suppliers, such as Microsoft, SAP, Oracle, IBM, HP and Dell. Examples of customers ATP In cooperation with Ementor, ATP has implemented an ERP solution based on SAP. Our cooperation is embedded in being equal partners, and the project has been a success i.a. because of Ementor s excellent combination of outstanding competencies and flexibility, states Lars Damgaard Sørensen, CFO in ATP. Wrist WRIST Group A/S chose Ementor to design and optimize their international infrastructure and implement IP telephony on 16 locations. We are very satisfied with the solution and Ementor s handling of the implementation. The good results are due to Ementor s professionalism and strong competencies within infrastructure and IP telephony, says Henrik Buss, IT Manager. Strategy and market offerings Ementor s focus as a knowledge company is based on solving the customers challenges. Ementor is clearly differentiated in relation to its competitors in Sweden. While the Swedish IT market is divided in general into niches, Ementor can handle the overall IT infrastructure needs of the customers and is competitive in all its areas of expertise at the same time. Ementor is one of Sweden s leading providers of IT infrastructure solutions and products. The Company serves customers all over Sweden from offices in Stockholm, Gothenburg, Växjö and Malmö, offering service, support and a complete range of infrastructure solutions and products in the following areas: Communication Systems Security Information management Ementor places emphasis on exploiting its own competence and products from leading suppliers to meet the customers needs. The customers come from both the public 10 Ementor Annual Report 2005 What does Ementor do?
13 Sweden Revenue: MNOK Number of employees: 236 Number of certifications: 431 and private sector, and the Company is stronger in the public sector and among small and medium-sized enterprises. Ementor does not focus on specific industries in Sweden. Instead, it organises its competence according to the focus areas mentioned above. In Sweden, Ementor s strongest position is in communication. The Company is Sweden s next largest network integrator, and it has a strong position in the market for the supply of network products and services to public authorities and directorates. Ementor is also a leader in the delivery of Cisco IP telephony, and it has delivered several of the largest video solutions in Sweden. Ementor is also Sweden s leading supplier of consolidated system environments and a strong player in security and information management. Ementor s strength lies in its knowledge and experience as a supplier of IT infrastructure solutions and products. In Sweden 170 out of a total of almost 250 employees throughout the country are technicians and consultants with long experience and documented competence. The Company works systematically with the management of its intellectual capital and acquisition of new, relevant knowledge and new skills. External cooperation Ementor cooperates with four market leading main partners Cisco Systems, HP, IBM and Microsoft. A mutual and clear commitment on behalf of the customers represents the foundation of this cooperation. In addition to the four main partners, Ementor in Sweden cooperates with many other partners who contribute important products to the Company s focus areas. These partners include Citrix, PacketFront, McAfee, SAS Institute and Netwise. In Sweden, for example, Ementor is a Cisco Gold Partner, HP Preferred Partner, IBM Premium Partner, Microsoft Gold Partner, Citrix Platina Partner and VMware Enterprise Partner. Examples of customers Statistics Sweden Ementor is building a flexible, stable and secure network and storage solution for Statistics Sweden. This solution includes servers, data storage, networking and security. We had to modernise and we looked for the best quality we could get for our money. Ementor ranked the best in networking and storage. For us the investment Some customers in 2005: 3 (Tre) AstraZeneca City of Stockholm Handelsbanken Karolinska University Hospital Region Västra Götaland Securitas SonyEricsson Statistics Sweden Stena Line Stokab Swedish Armed Forces Telenor Uppsala University is all about better utilisation and keeping abreast of new developments, says Fredrik Hård af Segerstad, who is responsible for the IT infrastructure at Statistics Sweden. GothNet AB Ementor is assisting the main supplier Goth Net AB to build Sweden s largest active city network during the next three years. Ementor is delivering equipment, in addition to a service agreement and other services. This agreement is probably the largest of its kind with respect to city networks this year in Sweden. We are cooperating with strong subcontractors to fulfil this delivery. We have cooperated with Ementor for 15 years and we are very satisfied with what they have delivered. Ementor assumes responsibility when we meet challenges, and once again they have responded very well. That is why we have long-term cooperation, says Mats Devert, Managing Director of GothNet. Ementor Annual Report 2005 What does Ementor do? 11
14 Board of Directors report 2005 was marked by restructuring. A new top management team was in place in the first quarter of 2005, and the Board of Directors concluded its strategic review in the summer of This review determined that there was a great need to reduce the Company s risk profile by focusing operations. The Company s strategy is to focus on maintaining and strengthening Ementor s position as a leading provider of infrastructure solutions and products in the Nordic region. On 1 February 2006, the Board of Directors approved an agreement to merge with Topnordic to create a foundation for growth and added value for shareholders. In connection with the second quarter report for 2005, Ementor presented a thorough review that revealed significant challenges and a substantial need to reduce the Company s risk profile by focusing operations. Several activities were initiated to restructure the operations, and the process started in earnest in the third quarter. The Finnish subsidiary Ementor Finland Oy was sold to Kuopion Puhelin Oyj on 6 September The sale realised liquid assets of MNOK 44. On 3 October Ementor entered into an agreement with the ErgoGroup AS relating to the sale of the outsourcing businesses in Norway and Sweden. This sale realised MNOK 130 in liquid assets in 2005 (payment of an additional MNOK 20 is expected in 2006). The process of establishing an independent consulting business in Denmark was completed in October 2005, and the consulting business in Norway (Avenir), which was not associated with the infrastructure business, was sold to EDB Business Partner AS on 16 January The restructuring has made it possible to implement changes that are expected to reduce the annual operating expenses in Norway and Sweden by around MNOK 100 in The changes included a workforce reduction from the end of the fourth quarter 2005 by more than 100 people in Norway and Sweden. In parallel to the restructuring process, the Company started to look at the opportunities to realise the strategy of strengthening Ementor s position as a leading provider of infrastructure solutions and products in the Nordic region. The first and most attractive step in this strategy, and a method to create a foundation for growth and added value for our shareholders, was the merger with Topnordic. Ementor s Board of Directors approved an agreement to merge with Topnordic on 1 February Topnordic is a privately owned ICT product and infrastructure company with subsidiaries in the Nordic countries and pro forma sales of MNOK for The merged Group had pro forma sales of MNOK for Shareholders of Topnordic received payment in Ementor shares by a new issue in March Based on Ementor s share price ten trading days following the 1 February 2006, Ementor s book equity will increase by MNOK 1 034, and the shareholders of Topnordic will own 49.9 per cent of the merged Company. The merger of the two companies is an important step in the creation of a strong strategic platform for profitable growth in the Nordic market. The merged Company will be the market leader in Norway and Denmark, will hold a number two position in the Swedish market, and will have representation in the Finnish market. The Board of Directors believes that Ementor/Topnordic has good market positions, established customer relationships, 12 Ementor Annual Report 2005 Board of Directors Report
15 Ementor Annual Report 2005 Board of Directors Report 13
16 Estimated IT market growth in the Nordic region (%)* The Scandinavian IT market 2006** (approx. USD 28 billion) Norway Denmark Sweden ** Source: IDC, Q ** Source: Ementor/IDC and motivated and skilled employees at all levels; and that the merged Group is well-positioned to increase the long-term creation of value. Market development and trends The IT market showed a positive development in 2005 in all the markets where Ementor is present. Ementor s markets grew between four and six per cent from 2004 to In the software and services market, the greatest growth is still in advanced services for the outsourcing, server/ storage and communication segments. The hardware volume has increased greatly in quantity, but the growth in sales is relatively modest due to the falling prices. In the software market, software for the management and optimisation of infrastructure made the greatest contribution in 2005 as well. The project market for consulting services, system integration and application development has shown increasing growth throughout Continued growth is expected in all of Ementor s markets in the coming years. It is expected that investments will only be made in solutions that can save costs or increase productivity. Important areas will include centralised data centre, mobility and interaction solutions. Ementor also expects that there will be a greater focus on, and increased investment in, security, due in part to the continuation of the heightened threat situation and in part to the implementation of statutory regulation requirements. Hardware market sales are expected to grow in all three Scandinavian countries in the server, storage and network product areas, while the client market is expected to fall in The strongest growth is expected in server and storage solutions. Ementor believes that the market outlook for 2006 and beyond is good. In 2005 the Company made a determined effort to simplify and focus its core activities to make Ementor s profile and market offerings clearer. Most of the external analyses are positive, and feedback from Ementor s customers reinforces this picture. The anticipated market growth in the Scandinavian countries in 2006 is estimated to be between two and three percent. Ementor desires to make use of the Company s customer relationships and competence base to exploit the market growth within its focus areas. Competitive positioning Ementor had a strong local position in the Scandinavian market and a large, solid customer base for the entire breadth of the Company s offerings in The Company meets competition as a Nordic IT partner and a local player. Ementor also competes with niche players within the various business areas in each country. Ementor s competitors can be divided into two main categories: One group consists of Nordic and international competitors that can offer corresponding products and services, have large resource bases within the various business areas, and opportunities for the direct sale of products. In relation to such competitors, Ementor seeks to build competitive advantages by a local presence, broader competence and greater flexibility. The second group consists of national, regional and local competitors with Åge Korsvold Turid Grotmoll Åge Korsvold (b. 1946) Chairman of the Board MBA Wharton Current position: CEO of Kistefos AS. Previous experience: CEO of Storebrand ASA. Various positions at Procorp, Fondsfinans and Orkla. Various directorships. Chairman of the Board since July Turid Grotmoll (b. 1959) Member of the Board Master of Mgmt., Norwegian School of Management (BI). Engineer from the Norwegian Broadcasting Corp. and various education from IMD, Babson Executive and LOTS. Current position: Director Sales and Market development, Sparebank1 Skadeforsikring AS. Previous experience: Various management positions at Telenor. Member of the Board of Proseq, LA Lund, Lundgruppen, OLTD and SmartClub Telecom. Member of the Board since spring Ementor Annual Report 2005 Board of Directors Report
17 Operating revenues (MNOK)* * Historical figures for are originally reported figures, not adjusted for acquisitions/sale of business or IFRS transition effects. narrower offerings. Ementor s competitive advantages in relation to these companies are its relative size, range of market offerings and broad competence. With its business areas and Scandinavian presence, Ementor has a good foundation for selling and delivering products, solutions and services to companies in Scandinavia. Ementor has strong partnerships with the most important IT players, such as Cisco, Microsoft, IBM and HP. Cooperation based on the products, services and market initiatives of these partners gives our customers good, competitive solutions. Ementor s ambition is to reinforce its position as a leading provider of infrastructure solutions and products in the Nordic region. The Company is committed to providing added value to its customers in the form of business value and the transfer of knowledge. With its broad offerings and interaction with important partners, Ementor has a good position and credibility as an alternative to the international players in the Nordic market. Ementor shall provide products, solutions and services in a form and on terms that can create added value for Ementor s shareholders and employees. Results Even though the Board of Directors expressed an expectation of a general positive development in the ICT market in last year s annual report, they also anticipated that 2005 would bring major challenges to the Ementor Group. With plans for an evaluation of our strategic focus and restructuring of the operations, the Board of Directors envisioned that 2005 would be a transitional year for Ementor. These circumstances have also presented major challenges and had a very negative effect on the Group s results in It has taken a long time to turn this negative profit performance around. It has taken longer to realise the effects of positive development trends in the market due to the major restructuring activities. The results at the end of the year, however, show a significant improvement in relation to the start of the year. The full effect of the implemented improvement measures is not expected until the completion of the restructuring in In 2005, Ementor had consolidated operating revenues of MNOK (as opposed to MNOK in 2004), Income statement, Group 2005 a decline of 13.8 per cent. The reduction in operating revenues is due primarily to the sale of business operations with product sales in Denmark and a general decline in product sales in Norway. Operating revenue growth in Sweden was 0.3 per cent, while operating revenues in Norway and Denmark fell by 7.2 and 32.7 per cent, respectively. The Group s operating loss, after group/ other costs of MNOK 25.0 (MNOK 15.1) and unusual items of MNOK 63.3 (MNOK 126.8), was MNOK , as opposed to MNOK in the previous year. Unusual items in 2005 included costs of MNOK These costs are related to restructuring measures implemented in Norway, Sweden and Denmark; primarily workforce reductions and provisions for vacant offices. In 2005 net financial items totalled MNOK (MNOK -24.1). Operating revenues Operating profit/loss (EBIT) Net financial items/share of profit/loss from associates Profit/loss before taxes (EBT) from continued operations Profit/loss from discontinued operations Group profit/loss before taxes (EBT) Ronny Langeland (b. 1962) Member of the Board B.Com. studies at the Norwegian School of Management (BI) Current position: Private investor and consultant. Previous experience: Director of Investments at Avanse Forvaltning and Storebrand. Member of the Boards of the following stock exchange listed companies: Prosafe, Technor and Conseptor. Member of the Board since spring Cathrine Foss Stene (b. 1964) Member of the Board B. Com., Norwegian School of Economics and Business Administration (NHH), AMP from Harvard Business School, USA Current position: VP Corporate Communications SAS Braathens. Previous experience: VP Strategic Leadership SAS Group, Executive VP Manpower Norge AS, General Manager of Bankpower AS. Chairman of the Board of Fjellinjen AS, Member of the Board of Arbeidsforskningsinstituttet AS. Member of the Board since Ronny Langeland Cathrine Foss Stene Ementor Annual Report 2005 Board of Directors Report 15
18 The profit/loss before taxes from continued operations was MNOK (MNOK ). The profit/loss before taxes from discontinued operations was MNOK 97.5 (MNOK 9.2). The sale of Finnish business operations and the outsourcing business operations in Norway and Sweden is included here. After taxes of MNOK 0.1 (MNOK 10.0) the ordinary loss for the year was MNOK (MNOK ). Equity, financing and cash flow Equity and debt financing The Board of Directors believes that the financial statements for 2005 give a true and fair view of the Company s and the Group s financial status as of 31 December 2005 and of results, cash flow and changes in equity in the financial year. The financial statements were prepared on the basis of the going-concern assumption. The Group s equity at the end of the year was MNOK 86.5 (MNOK 238.3). The Group s equity ratio at the end of the year was 5.0 per cent, as opposed to 11.2 per cent at the end of the previous year. The equity is low due to the losses realised and the restructuring measures implemented in The Group has been undercapitalised and its financial capacity has not been in accordance with its risk profile in However, a number of measures were implemented in 2005 and the beginning of 2006 to secure adequate capitalisation of the Group: The sale of businesses has generated liquidity and equity, which has financed other restructuring measures and reduced the Group s financial risk profile. An agreement on a financial platform for the restructuring of the Group was negotiated in 2005 in cooperation with the Company s largest shareholder, Kistefos, and the banks. This platform consisted of an equity guarantee of MNOK 100 from Kistefos and support from the banks to apply the liquid assets through the restructuring activities. On 1 February 2006 an agreement was entered into to merge with the Danish owned company Topnordic. The merger involves a share capital increase that will give the Group MNOK in new equity based on the share price ten trading days following the 1 February 2006 annoucement. Holdings of cash and cash equivalents totalled MNOK (MNOK 557.8) as of 31 December The unused portion of drawing facilities amounted to MNOK 100. After the deduction of restricted funds, Ementor s liquidity reserve was MNOK (MNOK 652.0) at the end of the year. The Group s liquidity situation was good at the end of the year and will improve further upon the sale of Avenir in January At the end of 2005 the Group had drawn MNOK 214 on a facility of MNOK 300 for the sale of accounts receivable (securitisation), which has been provided by Skandinaviska Enskilda Banken (SEB). This was the maximum financing available based on the size of the accounts receivable from customers at the end of the year. The amount available for borrowing under the facility will vary depending on the size of the accounts receivable. In addition, MNOK 125 (MNOK 125) was drawn on the loan facility from DnB NOR as of 31 December Net interest-bearing debt as of 31 December 2005 was MNOK 47.6 (interest-bearing receivables), as opposed to MNOK one year earlier. In the opinion of the Board of Directors, Ementor had adequate financing in 2005 and at the beginning of 2006 based on the measures implemented and adopted in Cash flow and working capital The Group has focused for several years on keeping a low level of tied-up working capital, which is the sum total of accounts receivable, non-interest bearing short-term accounts receivable and the value of inventories, after the deduction of accounts payable and other current liabilities. As of 31 December 2005, the working capital was MNOK (-4.6 % of annualised operating revenues in the 4th quarter), as opposed to MNOK (-4.6 %) one year earlier. The Group s cash flow from operations was MNOK (MNOK 132.1) in This includes the payment of restructuring provisions of MNOK 77.6 (MNOK 42.4) made earlier. The Group has largely attempted to 16 Dag Sørsdahl Knut Øversjøen Dag Sørsdahl (b. 1963) Member of the Board MSc, University of Lund. Masters degree, Norwegian School of Economics and Business Administration (NHH). PMD, Harvard Business School. Current position: Investment Manager, Kistefos AS. Previous experience: Senior VP, Norway Post AS. Investment Banking, Carnegie ASA. Senior VP, Schibsted ASA. Member of the Boards of Atex Group Ltd. and Advanzia Bank SA. Member of the Board since November Ementor Annual Report 2005 Board of Directors Report Knut Øversjøen (b. 1965) Member of the Board Bachelor of Commerce, Norwegian School of Management (BI). Current position: President & CEO, Kverneland Group. Previous experience: Executive VP Finance and M&A/CFO, Umoe ASA, CFO, PGS ASA. CFO, Enitel ASA (restructuring). M&A, Elkem ASA. CFO, Hafslund ASA and Hafslund Nycomed. Member of the Boards of Umoe Catering AS, Sønnico AS, Unitor ASA, Kverneland ASA, Actinor Shipping ASA, Fesil ASA, Sparebank1 MidtNorge, Pemco AS, Tensil Ltd. and Pelican AS. Member of the Board since November 2004.
19 Development number of employees Number of employees as of 31 December Norway Denmark Sweden Group Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q limit its level of investments with the exception of investments in a new ERP system. Net ordinary investments totalled MNOK in 2005 (MNOK ) and ERP system investments accounted for MNOK 32.7 (MNOK 62.3) of this amount. Net cash flow in 2005 was MNOK (MNOK 238.4). Financial risk Market risk The Company is exposed to foreign currency fluctuations, especially Swedish Kronor (SEK), Danish Kroner (DKK), and US Dollars (USD). The Company s policy is to hedge any significant stock or loan transactions with foreign currency exposure. The Company is also exposed to fluctuations in interest rates, since most of the Company s debt has adjustable interest rates. Credit risk The risk that contracting parties do not have the financial capacity to fulfil their obligations is regarded as low, since there have historically been very few losses on receivables. No agreements relating to setting off claims or other financial instruments that would minimise the Company s credit risk have been established. Liquidity risk The Company considers its liquidity to be good. The Group has established a common cash pool system in Norway, Sweden and Denmark to manage cash flows in the Group as efficiently as possible. Shares and shareholders Ementor s shares fell 25.8 per cent in 2005, from NOK 3.02 to NOK The low for the year was NOK 1.24 on 21 October. The high for the year was NOK 3.17, which was quoted on 3 January. The information technology index fell 20.2 per cent during the same period. A total of million shares in Ementor were traded for a total of MNOK in Each share changed hands 3.6 times on average during the year, compared with 6.9 times in There were shareholders at year end, 11.6 per cent fewer than the previous year. As of 31 December 2005 the registered share capital was NOK , divided into shares with a par value of NOK 1. The Annual General Meeting in 2004 authorised the Board of Directors to establish a new option programme with a maximum of 20 million shares. As of 31 December 2005, 12.5 million shares had been issued pursuant to this authorisation (Note 14 to the Financial Statements). During the year the Company s largest known shareholder, Kistefos AS and associated companies and persons, maintained its ownership interest (owned and controlled shares) of 21.9 per cent. Ementor s Chairman of the Board, Åge Korsvold, is the CEO of Kistefos AS. Employees At the end of 2005 Ementor had a total of employees, as opposed to at the end of the previous year. This reduction is due primarily to a general workforce reduction. Extensive reorganisation processes and a focus on cost-effectiveness marked the year Truls Berntsen (b. 1960) Member of the Board (employee elected) Certificate of apprenticeship construction machine repairer, Personnel and org. development 2-year, Norwegian School of Management. Current position: Senior sales consultant, Ementor Norge AS. Previous experience: Construction machine repairer, member of trial committee for skill training Oslo Municipal, senior shop steward Verkstedklubben Pay & Brinck Jern & Metall, board member Jern & Metall dep. Oslo, board member Pay & Brinck AS, member of corporate assembly Dyno Industrier, personnel consultant Pay & Brinck AS, network responsible Pay & Brinck AS. Member of the Board since April Heljar Heradstveit (b. 1964) Member of the Board (employee elected) Degree in economics, Norwegian School of Management (BI) Current position: Business Controller, Ementor Norge AS. Previous experience: Department Manager and Senior Consultant at Eterra AS. Logistic Manager at Teamco Systemsenter and Systems Programmer at Teamco ADB. Member of the Board since Truls Berntsen Heljar Heradstveit Ementor Annual Report 2005 Board of Directors Report 17
20 Age breakdown, all employees Nordic 2005 Percentage men/women Nordic Men 77 % Women 23 % < >60 A knowledge-driven organisation like Ementor creates value by effective development and exploitation of the Company s expertise. This places great demands on managers. Management appraisal and development programs are important tools in this work. Sales training has also been a focus area during the past year. A great deal of importance is still attached the development of all employees. Goal and development interviews were held with all the employees, and employee surveys were conducted in every country. The implementation of SAP as a new ERP system in Norway and Denmark has placed high demands on the adaptation of all the work processes. The average number of man-year equivalents employed by Ementor in 2005 was 1 922, as opposed to in For the operations as a whole, registered sickness absences was 4.0 per cent, a decline of one percentage point from There were no serious accidents or injuries in connection with the Company s activities in The Company has worked systematically with health, safety and the environment, and uses its own HSE tools. Diversity contributes to better decisions and strengthens innovativeness. Ementor considers the stimulation of diversity in the organisation and its exploitation to be of significant importance. The Company s goal is for groups at all levels to represent different experience, ages, genders and other backgrounds. At the end of 2005 the percentage of women among Ementor s employees in the Scandinavia was 23 per cent (23 per cent in Norway). The Company is working systematically to recruit more women at all levels. In addition, an effort is being made to ensure that women stay at Ementor both today and tomorrow. Equal status surveys have been conducted, and plans of action have been established. Dedicated coordinators have been appointed in all three Scandinavian countries. As of 31 December 2005, 33 per cent of the shareholder-elected representatives on the Board of Directors, were women. The Company is working on increasing this percentage in accordance with the demands currently being made of Norwegian boards. Ementor Norway participates in ICT Norway s program, the aim of which is to increase the percentage of women managers in ICT Norway s member companies. Reorganisation, workforce reductions and cost-saving processes place major demands on the employees cooperativeness and flexibility. The Board of Directors would like to thank all the employees for their great efforts and cooperativeness that contribute to the development of Ementor. Change in number of employees 2005 Employees as of 31 December Net reduction due to natural attrition and restructuring Employees as of 31 December Ulf Dahl Ryen (b. 1966) Member of the Board (employee elected) Master of Science, Information Technologies Current position: Sales Manager Ementor Norge AS. Previous experience: Support Manager Merkantildata, IT Manager Bolig- og Næringsbanken, Key Account Manager Eterra. Ulf Dahl Ryen Member of the Board since April Ementor Annual Report 2005 Board of Directors Report