Implement Consulting Group P/S. Contents. Company Information 1. The consolidated financial highlights 2. Management s Review 3

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2 Contents Company Information 1 The consolidated financial highlights 2 Management s Review 3 Management s Statement on the Annual Report 5 Independent Auditor s Report 6 Accounting Policies 7 Implement Consulting Group P/S Income Statement 11 Balance Sheet 12 Notes 14 Consolidated Financial Statements Consolidated Income Statement 20 Consolidated Balance Sheet 21 Consolidated I Cash Flow Statement 23 Consolidated Notes 24

3 Company Information The company Implement Consulting Group P/S Strandvejen Hellerup General partner Implement Komplementar A/S Strandvejen Hellerup Supervisory Board Stig Skov Albertsen, chairman Lars Saur Feldstedt Tor Nonnegaard-Pedersen Palle Thesbjerg Mehlsen Thomas Grosbøll Executive Board Niels Olaf Ahrengot Auditors Aaen & Co. statsautoriserede revisorer p/s Kongevejen Elsinore Financial year 1 July 30 June 1

4 Group The consolidated financial highlights Financial highlights in T.DKK 2014/ / / / /11 Revenue Operating profit/ebit Net financial items Profit before tax Profit for the year (after minority) Fixed assets Current assets Total assets Share capital Equity Minority interests Provisions Long-term debt Short-term debt Total liabilities Cashflow Cash flows from: - operating activities investment activities financing activities Change for the year in cash at bank Key ratios in % Return on assets 27,1 24,0 25,8 21,8 22,0 Liquidity ratio 150,6 142,6 160,7 179,6 164,3 Solvency ratio 59,2 57,3 64,1 67,3 64,8 Return on equity 48,2 37,5 33,7 30,9 30,8 Number of employees Explanation of financial ratios Return on assets : Liquidity ratio : Solvency ratio : Return on equity : Profit from operations x 100 / total assets Current assets x 100 / short-term debt Equity at the end x 100 / total assets Profit of the year x 100 / average equity 2

5 Management s Review Key activity The purpose of the Company and the Group is to carry out management consulting activities. The purpose of the Company is either met directly or through shareholding of other companies. Development in the year The Management is satisfied with the result for the fiscal year and consider it in accordance with the expectations for the year. Net Sales has increased by 15% from T.DKK to T.DKK Profit for the year went up from T.DKK to T.DKK , an increase of 28% EBIT for the year is T.DKK equal to 16% of Net Sales. Implement Consulting Group continues to have growth strategy in 2015/16, and the Management expect Net Sales and earnings to grow in the coming fiscal year. Description of the company's knowledge resources The most valuable assets in Implement Consulting Group are the employees. Management continues to focus on initiatives that attract and retain the most competent consultants within our fields of expertise. Description of the specific risks The Management does not consider Implement Consulting Group to be predisposed to any unusual risk. Description of the impact on the external environment The activities of Implement Consulting Group do not in any material way have a negative effect on the environment. Where the activates do have an effect, the Management continues to explore ways to reduce the effect. Corporate social responsibility Since 2008, Implement Consulting Group has had a CSR Strategy, focusing on supporting organizations and projects in our fields of expertise with the aim of changing the world a little to the better. Rather than giving donations, we collaborate with a range of non-governmental organizations and volunteer organizations and select each year a handful of organizations where our consultants support specific projects. 3

6 Management s Review Corporate social responsibility, continued Since the outset of Implement Consulting Groups CSR programme, Implement Consulting Group has actively contributed to the work of specific organizations, putting knowledge, abilities and consulting skills at their avail for projects and initiatives in the field of social integration, development and climate change. The CSR programme builds on two types of activities: 1. Support to larger selected projects receiving management consulting on a pro rata or highly subsidized basis, focusing in particular on building a culture of social innovation and accountability 2. Support to a broad range of different smaller grass-roots initiatives where individual consultants donate a limited number of consulting days to CSR type projects at their own discretion. Projects are selected based on a set of criteria, including the expected impact, Implements ability to make a difference through our consultant skills rather than simply funding activities and whether the project relates to the larger social development agenda. Implement Consulting Group has over the years supported a range of different projects, more recent ones including support to the project manager programme at Nørrebro Projekt Akademi, helping the development of a strategy for the DANIDA supported World s Best News project, supporting UN/FAO policy processes to develop food security programmes in Bangladesh, Supporting Danchurchaid (Folkekirkens Nødjhælp) in developing Lean reporting, mentoring immigrants through Forening af Nydanskere and organising social innovation competitions with CBS. A review of the CSR policy is under way and a revised CSR strategy is expected in Diversity It is ambition of The Management to continuous increase the number of women in leadership positions and in general in Implement Consulting Group. However, The Management will always prioritise employing the best candidate regardless of sex. Subsequent events No events materially affecting the assessment of the Annual Report have occurred after the balance sheet date. 4

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9 Accounting Policies Basis of accounting The Annual Report of Implement Consulting Group P/S for 2014/15 has been prepared in accordance with the provisions of the Danish Financial Statements Act applying to enterprises of reporting class C, large company. The accounting policies applied are unchanged compared to the previous year. Information on consolidation The Consolidated Financial Statements include the Parent Company Implement Consulting Group P/S and enterprises in which the Parent Company directly or indirectly holds more than 50% of the voting rights or in any other way exercises control. Enterprises in which the Parent Company directly or indirectly holds between 20% - 50% of the voting rights or in any other way exercises significant influence are considered associates. Enterprises which the Company manages together with other enterprises are consolidated on a pro rata basis in the Consolidated Financial Statements under the same methods as those applied in the consolidation of group enterprises. Associates are recognised in the Consolidated Financial Statements at their net asset value. The financial statements of group enterprises are prepared under the same accounting policies as those applied by the Parent Company. The Consolidated Financial Statements are prepared by combining the financial statements of the Parent Company and group enterprises by adding together uniform items. Intercompany income, expenses, losses, gains and balances are eliminated. Investments in group enterprises are eliminated by the proportionate share of the carrying amount of the group enterprises. New and sold group enterprises are recognised in the consolidated income statement for the holding period. Comparatives are not restated in respect of sold or new enterprises. The purchase method is applied when new enterprises are acquired. Cost is stated at the cash consideration and/or market value of the treasury shares rendered as payment added directly attributable costs. Contingent payments are recognised at the amount expected paid. Identifiable assets and liabilities of acquired enterprises are recognised at fair value at the date of acquisition. Any remaining difference between cost and the Group s share of the net value of the identifiable assets and liabilities is goodwill or negative goodwill. Provisions for restructuring related to the acquired enterprise are included in the calculation where such restructuring has already been decided and announced at the acquisition date. Minority Interests Minority interests share of profit or loss and equity of the consolidated entity are recognized as separate items in the consolidated financial statements. 7

10 Accounting Policies Recognition and measurement Revenues are recognised in the income statement as earned, which includes recognition of value adjustments of financial assets and liabilities. Furthermore, all expenses incurred, including depreciation, amortisation and impairment losses, are recognised in the income statement. Assets are recognised in the balance sheet when it is probable that future economic benefits attributable to the asset will flow to the Company, and the value of the asset can be measured reliably. Liabilities are recognised in the balance sheet when it is probable that future economic benefits will flow out of the Company, and the value of the liability can be measured reliably. Assets and liabilities are initially measured at cost. Subsequently, assets and liabilities are measured as described for each item below. Certain financial assets and liabilities are measured at amortised cost, which involves the recognition of a constant effective interest rate over the maturity period. Amortised cost is calculated as original cost less any deductions and with addition/deduction of the cumulative amortisation of any difference between cost and the nominal amount. In this way, capital losses and gains are allocated over the maturity period. Recognition and measurement take into account predictable losses and risks occurring before the presentation of the Annual Report which confirm or invalidate affairs and conditions existing at the balance sheet date. Income Statement Segment information The Company does not manage its activities broken down on business segments and, consequently, does not report any segment information. Revenue Revenue from the sale of goods for resale and finished goods is recognised in the income statement provided that delivery and transfer of risk have been made to the purchaser by year end. Revenue is recognised exclusive of VAT and net of discounts relating to sales. Other operating income and expenses Other operating income and expenses include items of a secondary nature to the Company s activities. Other external expenses Other operating expenses include expenses related to distribution, sales, marketing, administration, premises, bad debts etc. 8

11 Accounting Policies Financial income and expenses Financial income and expenses are recognised in the income statement with the amounts relating to the financial year. Financial income and expenses comprise interest income and expenses, realised and unrealised exchange gains and losses concerning debt and transactions in foreign currencies. Dividends from investments are recognized in the period in which they are declared. Corporation tax Implement Consulting Group P/S is not a taxpayer, the tax being the responsibility of the individual partners. It is therefore not calculated tax on its taxable income. In consolidated recognized net tax for limited liability companies. Balancen Sheet Intangible fixed assets Acquired licenses are measured at cost less accumulated depreciation. Goodwill is amortized over the estimated useful life, which is estimated at maximum 20 years. Tangible assets Other fixtures and equipment are measured at cost less accumulated depreciation. The basis of depreciation is cost less estimated residual value at the end of useful life. Cost comprises the purchase price and any costs directly attributable to the acquisition until the date when the asset is ready for use. Straight-line depreciation is based on the following evaluation of the estimated useful lives: Leasehold improvements 5 year Other fixtures and equipment 3-10 year Gains or losses on disposal of property, plant and equipment is determined as the difference between the selling price less selling costs and the carrying amount at the time of sale. Gains or losses recognized in the income statement under depreciation. Financial assets Deposits are measures at amortized cost. Fixed asset investments are measured at cost and are composed of deposits. Where there is any indication of impairment, an assessment is made and any impairment made accordingly. Investments in group enterprises are measured under the equity method. Income from group enterprises is recognised in the income statement. The item Investments in group enterprises in the balance sheet includes the proportionate share of the net asset value of subsidiaries calculated under the accounting policies of the Parent Company. 9

12 Accounting Policies Receivables Receivables are measured at amortised cost, which usually corresponds to nominal value. The value is reduced by provisions for bad debts. Prepayments Prepayments recognised under assets comprise incurred costs relating to subsequent financial years. Dividend Dividend which is expected paid for the year is shown as a separate item under equity. Proposed dividend is recognised as a liability at the time of adoption at the Annual General Meeting. Debt Other debt is measured at amortised cost corresponding to nominal value. Consolidation Principle The Consolidated Financial Statements are prepared based on the financial statements of the Parent Company and the subsidiary including its subsidiaries by combining items of a uniform nature and eliminating intercompany transactions and balances. Cash flow statement The cash flow statement shows the Company s cash flows for the year broken down by operating, investing and financing activities as well as how these cash flows have affected the cash and cash equivalents for the year. Cash flow from operating activities are presented indirectly and are calculated as the net profit/loss for the year of the Company adjusted for non-cash operating items such as depreciation, amortisation and impairment losses, provisions as well as changes in working capital, interest received and paid, payments concerning extraordinary items and corporation tax paid. Cash flows from investing activities comprise cash flows from acquisitions and disposals of intangible assets, tangible and financial assets. Cash flows from financing activities comprise cash flows from the raising and repayment of long-term debt as well as payment of dividend to the shareholders. Cash comprises "Cash at bank and in hand" and "Other current asset investments". "Other current asset investments" consist of short-term securities with an insignificant risk of value changes that can readily be turned into cash. 10

13 Income Statement 1 July June 2015 Note 2014/ /14 Revenue Other external expenses Other operating income Gross profit Employee expense Depreciations and amortisations Profit from ordinary operating activities Income from investments in group enterprises Other financial income Other financial expenses Profit Proposed distribution of results: Proposed dividend recognised in equity Interim dividend for the financial year Retained earnings Profit for the year distributed

14 Balance Sheet 30 June 2015 Assets Note Goodwill Intangible assets Fixtures, fittings, tools and equipment Property, plant and equipment Long-term investments in group enterprises Other long-term receivables Investments Fixed assets Short-term trade receivables Short-term receivables from group enterprises Other short-term receivables Deferred income assets Receivables Cash and cash equivalents Current assets Total assets

15 Balance Sheet 30 June 2015 Liabilities Note Share capital Share premium Retained earnings Proposed dividend recognised in equity Equity Other short-term debt incurred by issuance of bonds Trade payables Prepayments received from customers Other payables Short-term debt Total debt Total liabilities Contingent liabilities 9 Related parties and ownership 13

16 Notes to the annual accounts 2014/ /14 1 Employee expense Wages and salaries Pensions Other social securities Average number of employees Remuneration to the Board of Directors and are not disclosed with reference to the Financial Statements Act 98B paragraph. 3, No. 2). 2 Other financial income Financial income from investmens in affiliated companies Other interest income Other financial expenses Other financial expenses

17 Notes to the annual accounts 4 Intangible assets Goodwill Cost at 1 July Additions 0 Disposals 0 Cost at 30 June Amortisations at 1 July Amortisations of the year Amortisations at 30 June Net book value at 30 June Property, plant and equipment Fixtures, fittings, tools and equipment Cost at 1 July Additions Cost at 30 June Depreciations at 1 July Depreciations of the year Depreciations at 30 June Net book value at 30 June

18 Notes to the annual accounts Long-term investments in group enterprises Other long-term receivables 5 Investments Cost at 1 July Additions Disposals 0 0 Cost at 30 June Valueadjustment at 1 July Profit for the year Dividend 0 Value adjustments at 30 June Net book value at 30 June Investments in affiliated companies are specified as follows: Implement Datterholding A/S 100% 100% Implement Consulting Group Oslo AS 100% 100% Implement Consulting Group Bergen AS 70% 70% Implement Consulting Group Sweden AB 85% 85% 6 Explanation of prepayments Accruals assets consist of prepayments, accrual work etc. 16

19 Notes to the annual accounts 7 Equity Premium Retained earnings Dividend Equity 1 July Transferred Paid dividend Profit for the year Equity 30 June The equity are specified as follows between partner shareholders and the general partner. Limited partners shares Share capital Premium Retained earnings Dividend Equity 1 July Transferred Paid dividend Profit for the year Equity 30 June General Partner's share Share capital Premium Retained earnings Dividend Equity 1 July Paid dividend Profit for the year Equity 30 June Development in equity are specified as follows: Share capital Contributed capital

20 Notes to the annual accounts 7 Equity The share capital consists of partner shares of DKK 1. Implement Consulting Group P/S holds nominal 45,434 (2.967%) own partnership shares. Implement Consulting Group P/S has acquired partnership shares of a nominal amount of 118,343 (7.73%) during the year at DKK 21,460k and has sold partnership shares of a nominal amount of (6.01%) at DKK k. The purpose of the acquisition is to ensure smooth succession between the retiring and the joining partners. 8 Contingent liabilities The Company has entered into a lease. The lease cannot be terminated until 31 July 2020 with vacation on 31 December During the notice period the rent amounts to DKK 28.9 million. 18

21 Notes to the annual accounts 9 Related parties and ownership Controlling interest None Other related parties Name Type Ownership Implement Datterholding A/S, Denmark Subsidiary 100% Implement Fællesholding ApS, Denmark Subsidiary 100% ICG A2 A/S, Denmark Subsidiary 100% ICG B3 A/S, Denmark Subsidiary 100% ICG C4 A/S, Denmark Subsidiary 100% ICG Communication A/S, Denmark Subsidiary 70% Implement Consulting Group Oslo AS, Norway Subsidiary 100% Implement Consulting Group Bergen AS, Norway Subsidiary 100% Implement Consulting Group Norway AS, Norway Subsidiary 100% Implement Consulting Group LEAD AS, Norway Subsidiary 51% Implement Consulting Group AS, Norway Subsidiary 100% Implement Consulting Group Insight AS, Norway Subsidiary 100% Implement Consulting Group Public AS, Norway Subsidiary 85% Implement Consulting Group Sweden AB, Sweden Subsidiary 100% Implement Consulting Group Malmø AB, Sweden Subsidiary 100% Implement Consulting Group AB, Sweden Subsidiary 50% Implement Consulting Group Oy, Finland Subsidiary 100% / 50% Implement Baltic OU Associated 25% / 12,5% Ownership The Company s partnership shares are held by the partners of Implement Consulting Group P/S and the General Partner s contributed capital by Implement Komplementar A/S. This company is owned by both partners and employees. The following shareholders are recorded in the Company's register of shareholders as holding at least 5% of the capital: Niels Ahrengot Stig Skov Albertsen 19

22 Group Consolidated income statement 1 July June 2015 Note 2014/ /14 Revenue Other external expenses Gross profit Employee expense Depreciations and amortisations Profit from ordinary operating activities Other financial income Other financial expenses Profit from ordinary operating activities before tax Other tax expenses Profit Minority interest's proportinate share of subsidiary profit (loss) Profit (loss) after minority interest's proportionate share Proposed distribution of results: Proposed dividend recognised in equity Interim dividend for the financial year Retained earnings Profit for the year distributed

23 Group Consolidated Balance sheet 30 June 2015 Assets Note Goodwill Intangible assets Fixtures, fittings, tools and equipment Property, plant and equipment Other long-term investments Other long-term receivables Investments Fixed assets Short-term trade receivables Work in progress Other short-term receivables Deferred income assets Current deferred tax assets Receivables Cash and cash equivalents Current assets Total assets

24 Group Consolidated Balance sheet 30 June 2015 Liabilities Note Share capital Share premium Retained earnings Proposed dividend recognised in equity Equity Minority Interests Other long-term debt incurred by issuance of bonds Long-term debt 0 0 Other short-term debt incurred by issuance of bonds Trade payables Prepayments received from customers Tax payables Other payables Short-term debt Total debt Total liabilities Contingent liabilities 10 Remuneration of Auditor 11 Consolidated companies 22

25 Group Consolidated Cash flow statement Note (t.dkk) (t.dkk) Profit for the year Change in receivables Change in short-term liabilities Depreciations and amortisations Tax on the taxable income for the period Taxes paid Cash flows from operating activities Purchase of intangible fixed assets Sales of intangible fixed assests Purchase of tangible fixed assets Purchase of financial assets Sales of financial assets Cash flows from investment activities Dividend paid Other cash flows regarding financing activities Cash capital Cash flows from financing activities Change for the year in cash Cash at bank, beginning Cash at bank, end

26 Group Notes to the consolidated accounts 1 Employee benefits expense 2014/ /14 Wages and salaries Pensions Other social securities Average number of employees Remuneration to the Board of Directors and are not disclosed with reference to the Financial Statements Act 98B paragraph. 3, No. 2). 2 Other tax expenses Tax on the taxable income for the period Increase in provision for deferred tax Tax relating to previous years Corporation tax only consists of tax in group public limited companies and private limited companies. The Parent Company is a limited partnership company and, consequently, the individual partners of the partnership are liable for the tax. 3 Intangible assets Goodwill Cost at 1 July Additions and regulation in early acquisitions Disposals 0 Cost at 30 June Amortisations at 1 July Regulation in early acquisitions 0 Amortisations of the year Amortisations at 30 June Net book value at 30 June

27 Group Notes to the consolidated accounts 3 Property, plant and equipment Fixtures, fittings, tools and equipment Cost at 1 July Additions Cost at 30 June Depreciations at 1 July Regulation in early acquisitions 0 Depreciations of the year Depreciations at 30 June Net book value at 30 June Investments Other long-term receivables Other investments Cost at 1 July Additions Disposals Cost at 30 June Explanation of prepayments Accruals assets consist of prepayments, accrual work etc. 25

28 Group Notes to the consolidated accounts 6 Equity Premium Retained earnings Dividend Equity 1 July Transferred Paid dividend Profit for the year Equity 30 June The equity are specified as follows between partner shareholders and the general partner. Limited partners shares Share capital Premium Retained earnings Dividend Equity 1 July Transferred Paid dividend Profit for the year Equity 30 June

29 Group Notes to the consolidated accounts 6 Equity (continue) General partner share Share capital Premium Retained earnings Dividend Equity 1 July Paid dividend Profit for the year Equity 30 June Development in equity are specified as follows: Share capital Contributed capital Implement Consulting Group P/S holds nominal 45,434 (2.967%) own partnership shares. Implement Consulting Group P/S has acquired partnership shares of a nominal amount of 118,343 (7.73%) during the year at DKK 21,460k and has sold partnership shares of a nominal amount of (6.01%) at DKK k. The purpose of the acquisition is to ensure smooth succession between the retiring and the joining partners. 7 Minority Interests Balance at 1 July Share of profit of the year Share of movement in equity Minority Interests 30 June

30 Group Notes to the consolidated accounts Long-term debt Installments after 5 years 0 0 Installments 1-5 years 0 0 Installments before 1 year Contingent liabilities The Company has entered into a lease. The lease cannot be terminated until 31 July 2020 with vacation on 31 December During the notice period the rent amounts to DKK 31.4 million. 10 Remuneration of Auditor Statutory audit of financial statements Other services

31 Group Notes to the consolidated accounts 11 Consolidated companies The following companies are included in the consolidated financial statements for Implement Consulting Group P/S: Name and registered office Ownership Implement Datterholding ApS, Denmark 100% Implement Fællesholding ApS, Denmark 100% ICG A2 A/S, Denmark 100% ICG B3 A/S, Denmark 100% ICG C4 A/S, Denmark 100% ICG Communication A/S, Denmark 70% Implement Consulting Group Oslo AS, Norway 100% Implement Consulting Group Bergen AS, Norway 100% Implement Consulting Group Norway AS, Norway 70% Implement Consulting Group LEAD AS, Norway 50% Implement Consulting Group AS, Norway 100% Implement Consulting Group Insight AS, Norway 100% Implement Consulting Group Public AS, Norway 85% Implement Consulting Group Sweden AB, Sweden 100% Implement Consulting Group Malmø AB, Sweden 100% Implement Consulting Group AB, Sweden 50% Implement Consulting Group Oy, Finland 100% / 50% Implement Baltie Oy, Finland 25% / 12,5% 29