rsr. E. Web 2002
Transcription
rsr. E. Web 2002
Annual report 2002 Contents 3 Main events of the year 4 Introducing Consorte 6 The Board 7 Annual Report of the Board of Directors, 2002 13 Report from the CEO 17 Supplementary information about creating value 26 Product portefolio 28 Use of Consorte solutions 33 Annual accounts 2002 38 Notes to the accounts 2002 48 Auditor´s report Main events of the year The renevues in 2002 were MNOK 125,9, up 116,7% compared to 2001 Profitable growth An increasing proportion of the group's 2002 was a year of solid growth for existing clients have expanded their Consorte, with greatly improved results business with Consorte by increasing the compared with 2001. The group had a functionality of services used. turnover of MNOK 125.9: an increase of Client defection was low, representing 0.9% 116.7% over the previous year. of the turnover of MNOK 125.9 in 2002. The operating result was MNOK –20.6, an improvement of 63.2% over 2001. Of the New service areas NOK 35,5 million improvement in the year's Over the year, Consorte launched two new operating result, half derives from cost service areas: directory enquiries services reductions, with the remainder coming from and telephone banking services. Turnover increased turnover over the year. growth in 2002 derives to a significant The company's growth in 2002 was degree from the setting up of these new profitable, and this trend will be further service areas. extended in 2003. International operating agreement The 2002 operating result provides clear In the autumn of 2002, Consorte entered evidence of the company's benefits of into an international operating agreement scale. While turnover in 2002 increased by with Hewlett Packard (HP), whereby HP 116.7%, infrastructure costs rose by only assumed operating responsibility for 1.9% compared with 2001. At the same Consorte's service production platform in time, the Group's wages and salaries costs Norway, Sweden, Denmark and the UK. This were reduced by 13.8% in the same period. 3-year agreement will provide Consorte with increased flexibility and open up for simplified Clients scaling of the company's technology in the Consorte's client base lies in the business international marketplace. market. The target group consists of large and medium-sized enterprises in the private Partner certification and public sectors. During 2002, Consorte In 2002, Consorte initiated a partner Group ASA had a net gain of 61 new clients. certification programme in the UK, and currently has 6 certified British partners. The basis for this initiative is that sales in the UK are to be made through external distribution channels. The partner certification programme will be implemented in other markets in 2003. Revenue growth 1998-2002 3 Introducing Consorte Consorte is a telecoms and software management, VIP customer management, company that develops and operates and call centre, portal and teleworker solutions. customer contact solutions for companies The current trend sees more and more and organisations of varying sizes. These companies opting to outsource ICT systems clients have a requirement for processing and to devote efforts to their own core inbound customer communications that competences. Consorte seeks to be at the demands high levels of stability and leading edge of the Nordic market for cost-efficiency. Consorte's services offer outsourcing customer contact solutions reduced costs, improved customer service through new functionality and the breadth of and critical information concerning the its portfolio. enterprise's processing of customers. The One of the group's aims for 2003 is to offer solutions can be employed using existing customer contact solutions that provide infrastructure without further investment, telephony, SMS and e-mail in a single and they thereby provide a quick, clear-cut ROI. solution, and thereby become a full-service provider of integrated-channel customer Consorte: The company was founded in 1998 and has contact solutions. ◗ A leading developer of subsidiaries in Norway, Sweden, Denmark customer contact solution and the UK. The group has 56 employees Consorte's business clients are entirely and was listed on the Norwegian stock reliant on efficient customer management exchange in 2001. The technology is based and the integration of contact channels will on a scalable platform for the production of therefore provide them with a more direct ◗ Supplies software for intelligent network services (IN). This means and more straightforward interface with web-based administration that Consorte's solutions provide equivalent their own customers. None of Consorte's and information services functionality to client-installed hardware and clients need invest in new equipment or software. The difference is that Consorte infrastructure. They can use existing offers this functionality through leased systems and lease telecoms services from services, while clients are spared the Consorte as an adjunct to resident systems. technologies ◗ A telecoms operator on the Nordic market ◗ Advises on and instigates improved customer relations for companies operating responsibility for the customer contact solutions Consorte provides. Using Consorte's technology platform, Upgrading of functionality and service our clients obtain a solution incorporating maintenance are undertaken by Consorte. advanced routing functionality, so that This allows our clients to concentrate all geographically dispersed businesses are their resources on their own core competences. provided with a uniform customer interface, through a single telephone number. How does Consorte create value for The same applies, for example, to call clients? centre solutions where agents work from Consorte creates value for its clients by home-based offices. Additionally, through a offering private and public enterprises number of web applications, Consorte value-adding services related to their provides businesses with access to customer management. information about performance levels in their customer relations operations. For Consorte's value-adding is achieved by many clients, this represents an important routing inbound communications from analytical tool for further improving customers through various standard modules customer management. developed by Consorte, or through customised 4 solutions. The standard modules Consorte also supplies its clients with comprise time management, geographical invaluable experience in the organisation and Consorte has a portefolio development of customer-facing operations. Consorte has 10 employees dedicated to in excess of 200 corporate The whole process through to implementation product development. They have a wide customers i 4 markets of a solution gives clients a valuable guide to range of skills and experience in developing the best ways of tailoring customer contact products in the relevant niche markets. solutions to people and to the organisation This ensures that Consorte is well-placed to itself. offer competitive, leading-edge customer contact services, while the on-going evolution How does the company create value for of the technology platform creates dynamic its shareholders? prospects for integration with other Consorte creates value for its shareholders suppliers. by developing the group into a leading player in customer contact solutions in the Consorte operates customer contact Nordic home market and the UK. Consorte solutions for companies with 40-55,000 is the second biggest player in Norway, and inbound phone calls per day, and the current the company is in the process of building a platform is capable of dealing with much strong challenge in the other markets. greater volumes. The benefits of scale in the technology are considerable, and the The company currently has a substantial marginal costs of implementing new services portfolio of more than 200 business clients for clients are low. in 4 markets, which will provide an excellent foundation for profitable growth. The client portfolio is well-founded and comprises renowned companies in the banking/finance/insurance sectors, travel sectors, and, in the public sector, service provision enterprises and organisations. Increasing revenue per cost unit NOK 5 24 Chairman: Jan E. Engebretsen (58) - MSc. Jan E. Engebretsen is MSc from the University of Oslo. He is doing consultancy business in Nettverk AS and NovaTeam AS. He also participates in the commercial development of technology companies and investment companies. He sits on the boards of NovaTeam AS, Xtractor, NorgesInvestor Vekst, Selvaag Gruppen, Selvaag Invest, Telecomputing and Dolphinics. He was previously CEO ofTBK AS (Telenor) and Head of Research at theTeleverkets Forskningsinstitutt (Telenor). He has experience and expertise in international negotiations, organisational development, project management, as well as a fund of knowledge of the ICT sector in general. At Consorte, he has held the post of Chairman of the Board since 1988. Board member: Bjørge Gretland (38) - PhD Economics, Bachelor in Business Administration. Bjørge Gretland is CEO of the Convexa Capital AS and Convexa Seed AS venture-capital companies. He is also the General Manager of Nestor Kapitalforvaltning AS (NorgesInvestor Vekst). He is a BBA and PhD in Economics from Norges Handelshøyskole and held a Stanford University research scholarship from 1989-1991. He is widely experienced in venture capital, mergers and acquisitions and the capital market. He is a member of the boards of a range of Norwegian and US start-ups, including AxxessIT ASA, Apptix ASA, Telecomputing ASA, Xtractor AS, Escenic AS,Torp Computing Group AS, Cylex Systems Inc. andTrustix AS. He has been a member of Consorte's Board since 1998. Board member:Trond S. Storbråten (53) - Bachelor in Business Administration. Trond S. Storbråten has worked in the ICT sector for the last 25 years. He has senior managerial experience from Norsk Data AS, and broad management experience with Statens Driftssentral (now Ergo Group), Telegruppen and, most recently, ConsorteTele AS. He has worked for many years in a variety of managerial positions in business development, strategic marketing and restructuring. He has been a key-player in several turn-arounds of Norwegian organisations and businesses, and also has wide experience of starting up and developing new businesses. Storbråten was one of the founders of Consorte in 1998 and was CEO until 2000. He is on the boards of numerous companies, including Consorte's since 1998. Board member: Stein Holst Annexstad (58) - Bachelor in Business Administration. Stein Holst Annexstad is CEO ofTrinity Capital AS. He has senior management experience as acting Group President of Hafslund Nycomed AS (now Nycomed Amersham). He has also held a number of positions at Dyno Industrier ASA, in addition to working as partner and CEO of AS ISCO Group and Annexstad Hartvig Wennberg AS. Annexstad has held a number of board positions in Norwegian businesses and educational institutions, including Fokus Bank ASA, Norsk Medisinaldepot AS, Handelshøyskolen BI and Sintef. He is also Chairman of Johan G. Olsen, Biotec ASA and Luxo ASA, and has been on the Board of Consorte since 1999. Board member: Morten Neeb (55) - MSc. Morten Neeb is CEO of the MobiTeam AS consultancy company which provides services relating to regulatory provisions and contact with the authorities, as well as business development and strategic planning in the telecommunications sector. He was formerly CEO ofTele2 Norge AS and Vice-chairman ofTele2's Board. From 1982 to 1995, he was CEO of Datametrix AS, and held the same post at Kommhuset AS for a period. He is also the Chairman of the Board of Axiti ASA. He joined Consorte's Board in 2001. Annual report of the Board of Directors, 2002 Consorte has experienced solid, organic growth in 2002 Growth with a focus on profitability market conditions have been tougher than 2002 has been a year of solid, organic expected, and the company itself has been growth for Consorte. There has been a keen less active, as a result of the cost reduction rise in turnover, while earnings are programme of 2001. Sales and marketing significantly improved relative to 2001. The activity will however be stepped up in trend in the company's development is Sweden from Q1, 2003 onwards. The UK positive, especially so in the light of the market continues to be in its establishment prevailing market conditions in the ICT sector. phase. Consorte UK Ltd has prioritised the development of the distribution chain with While 2001 was marked by adapting the the certification of UK partners in 2002. group to changing market conditions, in 2002 the business has concentrated on The Market profitable, organic growth. At the same The Board anticipates a continued positive time, Consorte has consolidated its market earnings trend for 2003. This assessment position in Norway and Denmark. is informed by the fact that growth in the Technological developments, with initiatives market is expected to come from outsourced in information services and telephone ICT services, and that Consorte's banking services, have been all to the good solutions offer rich functionality and reduced for the group. costs for the company's clients. At a time when more and more companies are con- Consorte has experienced significant growth centrating on core expertise and cost in 2002, especially in comparison with the savings, Consorte will be able to offer overall growth in the ICT market. This is due solutions that are implemented, operated primarily to initiatives in information and and upgraded with a minimum of telephone banking services. There has also investment and time on the part of the been satisfactory growth in our client client. This creates savings and frees up numbers over the year, with a net 61 new resources for the customer’s own business clients, while many existing clients have operations. extended or expanded the scope of their Consorte Norge AS achieved positive PBT in all four quarter of 2002 contracts. Client defections continue to be SUBSIDIARIES extremely low; in terms of turnover, the Norway clients deserting the company over the year Consorte Norge AS showed a positive correspond to less than 1% of annual development in 2002. Several large clients turnover. expanded and extended their contracts with the company. The company achieved Consolidated position positive pre-tax earnings in all four quarters During 2002 – after consolidation in the of 2002, with its EBITDA of MNOK –4.941, market – Consorte has confirmed its for 2001 climbing to MNOK 7.005, in 2002, position as the only genuine challenger in an improvement of MNOK 11.946. The IN-based customer contact solutions in company will contribute further to the group's Norway. Calculations, based on market ambitions in 2003. Over the year, Consorte figures, accounting figures for 2001 and Norge AS established services in two new Consorte's own estimates, indicate that the areas: information services and telephone company has a market share in Norway of banking services. Among other things, the around 17%. In Denmark, Consorte enlisted company has extended and 28 new clients, of whom a significant broadened an agreement involving operation proportion are large businesses. In Sweden, of a portal for a telephone bank. 7 The operation of directory information continued to prevail. Consorte has since services has demonstrated that Consorte's contested this decision, and a final judgement technology is exceedingly well-suited to this in the case is expected during 2003. service area. Consorte Norge AS will actively seek to exploit the opportunities UK inherent in the Group's flexible and scalable In 2002 Consorte UK Ltd had its first technology. The ongoing liberalisation of new complete year of operations. The actual services in the Norwegian telecoms market setting up of the company went as will enhance these areas of opportunity, and expected, but its development suggests that this provides further incentive to expand our it takes time to achieve recognition as an product portfolio in a number of categories. innovative service provider in the market. During 2002, the company has built up a Sweden customer base of 6 business clients. Because of the extensive activity in the Consorte UK Ltd has opted for an indirect Norwegian market, there was less sales and sales model, with sales through partners, marketing activity in Consorte Sverige AB in and the build-up phase has taken longer 2002 than in the previous year, but the than was the case in the Nordic home company experienced relatively good market, where direct sales provided a turnover growth in 2002. The company aims substantial sales channel to the market. To to achieve a positive cash-flow in 2003. The date, 6 partners have been certified, putting company's EBITDA improved by 65% over them in a position to design and sell 2001, and marketing activity will be stepped Consorte solutions. These activities will up in 2003. continue through 2003. The company posted its first income in Q2, 2002. Through its Denmark presence at the two largest contact centre Consorte Danmark A/S Consorte Danmark A/S showed a positive trade fairs in the UK, Consorte UK Ltd has had a net influx of 28 new development in 2002. Net customer influx gained recognition for its product and was satisfactory, with 28 new clients in the services portfolio. The company was "Highly year. This is in line with customer influx in Commended" for its Consorte PULSE Norway. service in the "Best Product or Service The company had a 49% improvement in Award" category at the Irish Contact Centre EBITDA in 2002. The company's operating Exhibition 2002. Consorte PULSE was results in 2002 also improved quarter by ranked as the second best product in a quarter. The margin on traffic is lower in competition with other international Denmark than in Norway and Sweden. This suppliers to the contact centre industry. cuctomers i 2002 means that the company gets a larger share of its turnover from set-up and licence fees. Growth rewarded In working to achieve better conditions for Consorte can boast of strong growth in was ranked as number 120 traffic earnings, a complaint was lodged with the 5 short years the company has been in among the fastest growing the Danish Competition Authority against business. Turnover has grown from TMT companies in Europe, TDC for abuse of its dominant position with MNOK 10.293, in 1999 to MNOK 125.871, in regard to its valuation of Danish "70" numbers 2002. This is equivalent to 1123% growth. (corresponding to the Norwegian 5-digit This takes Consorte into the list of the numbers). This was done in September fastest growing TMT (Technology, Media and 2000. The Competition Authority ruled in Telecoms) companies in Europe for the Consorte's favour, but an appeal by TDC period 1999-2001, according to a survey by meant that the applicable TDC rates Deloitte & Touche. In their European Fast In 2002, Consorte Group ASA according to a survey by Deloitte &Touche 8 500 list, covering the whole of the continent, operating agreement will give Consorte Consorte was number 120 among the increased flexibility in an international fastest growing TMT companies. marketplace, with one of the world's largest IT companies as its operating partner. HP Technology will provide Consorte with greater capacity Consorte's strengths are flexibility and for dealing with the increasing customer 2002 shows that the scalability in the company's technology and base, while the cooperation brings with it a technology scales without a organisation, which give it an ability to react world-class, secure and cost-effective quickly to market needs. This has been operating environment. This allows Consorte shown by the establishment of operating more opportunity for focusing on clients and services for directory enquiries and telephone the market, as well as developing our banking. These two new service areas customer contact solutions technology and demonstrate that Consorte's technology portfolio. Proof on concept: matching rise in infrastructure and hardware costs incorporates a flexibility and applicability that offer a great potential for exploitation. The Finances substantial increase in turnover has also In the Board's judgement, Consorte Group shown that the company's technology ASA has, at the end of 2002, sufficient means for achieving the goal scales up without a matching rise in financial means for achieving the goal of of profitability at Group level infrastructure and hardware costs. From this, profitability at group level in 2003, based on it is clear that the company's technology has the market situation and underlying growth. an applicability offering interesting business Going in to 2003, the group has no potential for deployment in other areas. interest-bearing liabilities or goodwill in the Consorte Group ASA has sufficient financial in 2003 balance sheet. The equity ratio at the start International operating partners of 2003 came to 66%. In the spring of 2002, Consorte entered into an international operating agreement with 2002 has been a year of significant growth Hewlett Packard (HP), whereby HP assumed for Consorte. All key indicators are operating responsibility for Consorte's considerably better than in 2001. The group production platform in Norway, Sweden, achieved turnover of MNOK 125.871, Denmark and the UK. This 3-year corresponding to growth of 116.7% over 2001. The operating result was MNOK –20.640, an improvement of 63.2% over 2001. Of the improvement in the year's operating result of MNOK 35.469, half derives from cost reductions, with the growth in turnover accounting for the remainder. The share of traffic revenues increased considerably more in 2002, in relative terms, than the licence and set-up revenues, as a result of the new service areas. The revenue share from traffic minutes rose from 70% in Q1, 2002 to 84% in Q4. This has led to a weakening in the gross margin, because of The scalability in Consorte´s technology - Value per man - year an increased incidence of content elements from third-party suppliers, and consequently increased sales costs. The gross margin is 9 expected to sales again as new Swedish and UK currencies. customer solutions are set up. In Q4, 2002 Equity capital amounted to MNOK 56.096 at 31 December 2002 the gross margin came to 44.1%, against Share capital was not expanded during 41.7% in the previous quarter. This is 2002. Equity capital amounted to because the share of customer contact MNOK 56.096, at 31 December 2002. solutions rose, with infrastructure costs increasing relatively less than the growth in Net cash flow from operations in 2002 came turnover. to MNOK –18.404. Of this, MNOK –12.448, was charged to operations, Compared with 2001, operating costs while changes in working capital amounted (excluding COGS) fell by 17.5%. to MNOK –5.955. Infrastructure costs for 2002 are on a par with those for 2001 (an increase of 1.9%), The Group invested MNOK 3.213, in while labour costs and other operating costs tangible fixed assets over the year, against fell by 13.8% and 41.7% respectively. This MNOK 10.405 in 2001. This reduction in has produced efficiency and productivity investment reflects the fact that the initial gains, an anticipated effect of the benefits of phase of the Group's technological scale and the cost savings implemented. expansion is complete, and that future investment levels – based on the company's Product and technology development is current plans – will be characterised by centrally organised in the parent company. gradual capacity expansion. Of the This area's costs are mainly labour, but investments made in 2002, 51% went on investments have also been made in the technical infrastructure, with 48% going on technical development environment and IT equipment and software. facilities. Research and development costs, with the exception of acquired fixed assets, WORKING AND EXTERNAL are posted against operations. In 2002 these ENVIRONMENT costs came to MNOK 6.585, an increase of Working environment 12.7% over 2001. The Board would characterise the company’s working environment as good. Absence Pursuing the strategy determined in 2001, through illness is below the average for the the group's marketing activities in 2002 ICT sector in Norway. No work accidents or have remained concentrated on initiatives occupational injuries occurred during 2002. aimed directly at existing and potential clients. Primarily, this is a matter of active External environment participation in appropriate trade fairs and Consorte does not pollute the external conferences and of media visibility. In 2002, environment over and above the indirect the group posted marketing costs of effect from its use of transport facilities. The MNOK 2.266. company’s operations involve a relatively heavy consumption of energy, mostly in the 10 The profit and loss account shows positive form of electricity. The company knows of net financial items of MNOK 0.888, a fall no effects on the external environment over from MNOK 3.007, from 2001. This fall is due and above possible indirect pollution from primarily to lower average cash in hand, but the consumption of electricity and scrapping also to the MNOK 1.001, exchange rate loss of technical infrastructure such as that occurred through the strength of the computers. For this reason no special Norwegian Krone in relation to the Danish, measures have been taken to limit negative effects on the external environment. more than the generally expected growth in the European ICT market. Settlement of losses The company's future development will be For 2002, the annual result for Consorte undertaken with continued focus on cost Group ASA was MNOK –3.818 and for the control and efficiency. group, MNOK –21.050. It is proposed to settle the loss from the share premium Going concern fund. The company’s distributable equity at The Board is of the opinion that the going the end of 2002 was zero. concern assumption is valid and the accounts have been prepared on this basis. Outlook The influx of new clients in the last six Oslo, 6 March 2003 months of the year was somewhat weaker than in the first half of 2002, but this was Jan E. Engebretsen (Chairman of the Board) offset by several large clients renegotiating Bjørge Gretland their contracts and expanding their Stein Holst Annexstad solutions. The Board believes that the ‘wait- Trond S. Storbråten and-see’ climate will also be characteristic of Morten Neeb the market at the start of 2003. Meanwhile, Marit E. Døving (Group CEO) investment banks such as DresdnerKleinwortWasserstein and Goldman Sachs have upgraded the telecoms sector for 2003. This is from a belief, in particular, that the demand for ICT services will increase, while the sector has restructured and established healthier business models. DresdnerKleinwortWasserstein Research anticipates growth of 10-15% in outsourced telecoms services in 2003. This is 10% 11 Marit Døving, CEO Consorte Group ASA 10 Report from the CEO THE LONG-AWAITED CONVERGENCE? since the early 90s. IP will be of great The international telecommunications importance in the future. The challenge with sector is struggling and is undergoing new technology however is to predict when endemic and necessary restructuring and how the transition will occur. Through following a period of over-investment and the press and publicity – as for UMTS – we unrealistic business models. often gain the impression that the market is Will a convergence of technologies more mature than it in fact is. Which makes provide the sorely tested sector with its it easy to miss one's footing. The ICT sector long-awaited turn-around? has also had a long tradition of communicating with the market through three-letter acro- The international telecoms sector is in trouble. Copying business models for competing in high volumes, has failed The international telecoms sector is gasping nyms (TLAs) rather than explaining what the for breath. High levels of debt and product will do for the customer. uncertainty continue to dominate the market. The secondary European operators' In the 90s, the Internet sprung up as a tool attempts to compete with the dominant for everyman, and here open standards players' well-tested business models were the most important factor in the through high volumes of traffic and low spread of the medium. In the business added-value have, by and large, hit the wall. market, it took a while before companies The acquisition of customer bases and saw how e-commerce could become a market presence has been at too high a reality that would change the way people cost, and UMTS licences were auctioned off looked at business development and on terms that, in retrospect, appear highly interaction between businesses, and unrealistic and overvalued. A transition in between businesses and their customers. communications technologies to IP and The potential for introducing applications and UMTS is taking, as is always the way, much business processes as networked-based longer than anticipated; Cisco, for example, web services offers new, cost-effective predicted that half of current business ways of integrating businesses. And this in telephony would be IP-based three years turn lets companies trade more quickly and ago. The figure is currently less than more flexibly than previously. 5%, which goes to show that the Seamless business processes across over-estimation of market potential is Norwegian – and international – business is nothing new in the telecoms sector. becoming more focused on core competences. This is a development which international and external Telecoms and data are converging demands service providers who can take demand, will become one of For many years, voice and data traffic have responsibility for sections of the value-chain the most significant developed along separate, though parallel, without the end-user noticing. Seamless lines. The skills required for marketing, business processes across internal and constructing and managing a PSTN network external networks, supplied on demand, for voice traffic and a data network for IT will, we believe, become one of the most systems were very different. Current efforts significant competitive advantages of the on common digital standards are ensuring ICT companies of the future. This has come that these two worlds are about to fuse, an to be known in some quarters as event that has been the talk of the sector "E-business on demand" or "virtual enterprise". networks, supplied on competetive advantages of the ICT companies of the future 13 We see great parallels between Consorte's invest. Cost-savings in new technology business strategy for service provision and fields, including in IP, appear to be smaller what is expected to be the foundation of than predicted. Conversely, both fixed and ICT services in the years ahead. mobile telephony represent business-critical solutions that no one wants to take chances Niche focus with. The telecommunications sector can be divided into vertical and horizontal players. Many telecommunications players are The vertical players are companies who realising that there are more specialised seek to participate right along the telecoms niches to compete in, in order to generate sector value-chain, from network ownership requisite profitability and growth. The to sales and provision of services to the positive aspect of the powerful dynamic the end-user. Companies such as Consorte, sector is experiencing is that it is being which focuses only on added-value in driven inexorably forward by customer customer contact solutions, are horizontal demand for seamless and flexible solutions players. at the right place and the right time. Vertical players will encounter In our view, vertical players will encounter problems in retaining problems in retaining market shares along Communication without equivocation market shares along the the whole value chain. There is insufficient There are several market-related and innovation in service provision and technical factors that will push companies' customer-service models in a vertical decisions in the direction of more flexible value-chain of this kind, and totally inadequate systems. One such is that today's volumes are generated for the customers are demanding better and better investment-intensive infrastructure level to service. According to Consorte's research, allow many players to achieve satisfactory as many as 30 percent of inbound calls are earnings. With the transition to IP, broadband never answered, because the line capacity and UMTS, the players will also have to deal or response capacity is too weak. Interactive with convergence with the data sector's Voice Response and Voice automation technologies, business models and players, systems can produce just as much not forgetting the media sector's frustration as simplification. This type of significance in the convergence framework. solution may also be prone to geographical This means entirely new and unfamiliar and linguistic barriers, and trends point to business models, with only the very best international traffic only increasing in extent able to survive the change. Convergence and complexity. Customers also want to between data and telephony means that communicate using SMS or by e-mail. many companies will be unsure where to In the future, customer-centric businesses whole value chain 14 will need to deal with multiple message Convergence – and then? systems. The Gartner research organisation What will be the effect of convergence of maintains that companies able to telecoms and data on the market for synchronise customer interactions, in value-added telecoms services? whatever medium, stand to better We will see increasing specialisation of competitor results by 20%, come 2005. companies and service providers in the telecommunications sector in the years to A second factor is that many telephony come. Consorte is both a telecoms operator systems require costly upgrading to meet and a producer of web-based software customer demands, because they are not applications. This is unequivocally a strength, adequately configured for the volume of because we can adapt to the convergence inbound communications. Moreover, they of telecoms and data from both camps. are not flexible enough and cannot be Competetive advantages as healthy customer relations, scaled up and down at short notice in step Our positioning is however completely clear: with the enterprise's immediate needs. Consorte has positioned itself as a supplier adaptability and responsiveness will equipe Consorte to take on a persistently turbulent market in 2003 of services for managing inbound Thirdly, there is the need to develop a more communications. This means that our clients pliant approach to the accessible markets. can use their existing exchanges in just the The world is tending towards a 24/7 business same way as new IP equipment in our model. This requires companies to be solutions. At Consorte we have every available when it suits their customers. conviction that our extensive expertise fully Business activity therefore demands greater equips us take on a persistently turbulent flexibility, which can be met using virtual market in 2003, with our healthy customer solutions, where the company's staff can relations, adaptability and responsiveness as talk with customers no matter where they our strongest competitive advantages. actually are themselves. This means that it is easy for companies to link up to their staff in Sincerely different geographical locations, and thereby Marit Døving meet capacity requirements and dispense CEO Consorte Group ASA with cost implications. This development offers a new paradigm for contact centres. 15 16 Supplementary information about creating value Consorte wishes to increase information Regulatory frameworks Consorte aims to be an users' appreciation of the company's added Consorte aims to be an active participant in active participant in value. To this end, the Group will take as its cooperation with the regulatory frameworks cooperation with the basis in the annual report the guidelines of for telecommunications in the Nordic region. the Norwegian Society of Financial Analysts As a supplier of network-centric solutions, a (NFF) for reporting supplementary new area undergoing rapid change and information about added value. development, the company needs to play an regulatory frameworks in the Nordic region active role in the formulation of new laws Consorte Group ASA was formed in 1998 and mandates in the Nordic telecommunications and has not so far developed a comprehensive sector, and, through that role, to contribute framework for measuring the critical para- its expertise. meters which are important for the Group's success. However Consorte intends to use Norway the guidelines and, for 2002, will issue a 2002 was characterised by a series of verbal description of the information which events in the Norwegian regulatory area, the NFF guidelines recommend be provided. including as a result of preparation of the "Draft of a new act on electronic In 2003, Consorte intends to set out a communications" green paper, and a decision framework for measuring critical success by the Norwegian Post and Telecommunication factors, and in next year's report will Authority (PT) which offered better accordingly include a more complete provisions for challengers in the mobile sector. description of added value which is not reflected in the accounts and notes thereto. "Draft of a new act on telecommunications" THE MARKET AND EXTERNAL The new electronic communication act is to CONDITIONS replace the current Telecommunications Act Macro-economic conditions: and is to be better adapted to the current Consorte operates in four different situation, in which telecoms, IT and geographical markets and is therefore broadcasting are converging. The draft act subject to exchange rate fluctuations. Since proposes identical treatment of all electronic services are sold locally in these markets, communication, regardless of the transfer the strength of the Norwegian Krone does medium. Preparation of the new act is the not affect actual turnover. Nonetheless, it is direct result of the EU's new framework for the Norwegian currency that forms the electronic communications (package of basis of calculations for common initiatives Directives). The Framework Directive orders such as the development, operation and EU/EEA Member States to implement the production of network services, and this package of Directives in their own legislation leads to indirect exchange rate fluctuations before the end of July 2003. through product sales. A strong Norwegian Consorte is committed to harmonising the Krone therefore has negative impact when new telecommunications act with the EU's the Group accounts are consolidated. package of Directives to the greatest possible degree. For 2002, Consorte Group ASA posted to costs an exchange rate loss of Among the salient issues for Consorte is the MNOK 1.001. continued regulation of providers with strong market positions. The larger providers in the electronic communications sector will 17 continue to have greater obligations drawing attention to the fact that the new imposed on them than their competitors. Act should be based on the new Directives The proposal is to change the definition of a and not – as it may appear – on the existing player with a strong market position from Telecommunications Act. being a provider with a market share of at least 25% to "a provider who alone or in Sweden conjunction with others has the financial The Swedish market is less strongly strength in a specific market such that, to a regulated in the area of value-added services significant degree, he can operate than the Norwegian. In practice, this means regardless of competitors, customers and that the commercial framework conditions consumers". This is also more in accord with for the company's IN services are less well what the EU Directive sets out. This means developed than in Norway as concerns that several providers can be considered a interconnect traffic agreements and traffic dominant player (with up to 50% prices in the wholesale market. At the same market coverage), as is the case in the time, Sweden is subject to the same Norwegian GSM market, with its duopoly. conditions vis-à-vis the EU's new package of Consorte assumes that this sector-specific Directives on electronic communications. regulation will be maintained until effective competition is achieved in all areas of the Denmark telecoms market. In Denmark, Consorte has been one of the motive forces for improved operating The new draft act proposes that PT be conditions. On 16 January 2001 Consorte furnished with an array of instruments to Danmark lodged a complaint against Tele use with regard to providers with strong Danmark's abuse of its dominant position market positions. With flexible use of these with regard to its valuation of Danish "70" instruments, the authority will be able to numbers (and corresponding to the impose special requirements as the need Norwegian 5-digit numbers). Denmark is arises. This is an innovation compared with also subject to the same conditions vis-à-vis current regulation, where a player with a the EU's new package of Directives on strong market position is automatically electronic communications. subject to a range of requirements. In May 2002, Consorte Danmark A/S 18 The EU's package of Directives succeeded in a complaint to the Danish After a careful reading of the draft legislation Competition Council regarding TDC's abuse and commentary, and the entire package of of its dominant position. From this it EU Directives, Consorte has found a number appeared that Consorte could obtain of discrepancies between the text of the significantly better competitive conditions in Norwegian act as drafted and the statutory Denmark, which would apply to all operators texts the EU describes in the Directives. It is in Denmark. However, TDC appealed this precisely these texts that Norway, as an decision and succeeded in the Danish EEA Member State, is obliged to implement Competition Authority in August 2002 with during July 2003. In Consorte's opinion, the its new pricing proposal for "70" numbers. Directives should be reflected to a greater Consorte would like to see corporate degree in the text of the Norwegian act. The separation of network and traffic in Tele wording of the Act, as detailed in its Danmark in order to avoid the provisions, must not be at variance with the cross-subsidy which currently exists. package of Directives. Consorte will be Consorte Danmark appealed the Competition Authority's decision in August contact centre industry. For customers, the 2002 and a final judgement is expected question is whether to own or lease during 2003. functionality. In comparison with these suppliers, Consorte can supply equivalent UK functionality at a much lower cost than that The UK market is better regulated for of investing in a full-scale contact centre value-added IN services than Sweden and with its own equipment and operating Denmark, which provides Consorte with a set-up. In the main, it is the large, traditional better framework for traffic prices. Consorte call centres of more than 100 agents which is not an operator in the UK, but has a purchase their own equipment. In the Nordic different business model, offering lower countries, call centres are smaller in size, infrastructure and operating costs than in which makes Consorte's services an the home market, through an agreement excellent alternative for the SME market. with MCI WorldCom. STRATEGY Consorte´s competition fall into two main categories Competition Consorte's vision: Consorte's competitors fall into two main Through innovative technology, Consorte will categories. The first of these consists of the offer enterprises the capacity to successfully telecommunications companies who supply adapt to competitive environments in intelligent network services like Consorte's. constant change. In Norway, Telenor Business Solutions is the largest player. In the Swedish market, Telia is Consorte's business concept: the IN services leader, while TDC holds the Consorte will strengthen its clients' same position in Denmark. There are also a competitiveness through the best possible number of lesser players in these markets. management of inbound communications. The Swedish and Danish markets are less well-developed than the Norwegian, i.e. Consorte's primary objective is to create competition in the IN segment is weaker, value for its shareholders. This will be because the dominant operators do not achieved through a strategy of organic have the incentive to develop a wholesale growth with a focus on new sales, better market for fixed networks. The regulatory utilisation of the sales resources in the frameworks are correspondingly less Nordic countries and partnerships. satisfactory, as Consorte sees them. This is because, in the first place, the Norwegian The company's mission: telecommunications has been at the cutting 1. In the short term, Consorte aims to be a edge of IN-related services for a number of preferred supplier of network-centric years, while the regulatory frameworks have customer contact solutions in the Nordic supported the growth of an innovative home market. services market, in fixed and mobile 2. In the longer term, Consorte will offer networks alike. enterprises the capacity to successfully adapt to competitive environments in The second area of competition concerns constant change. equipment and software suppliers selling client-installed equipment which has the The company is well-established in the same functionality as Consorte's IN services customer contact market. This is a market and associated web applications. These are with a number of niches for which Consorte suppliers to the call-centre and customer offers solutions, including: 19 ◗ Telephone banking services distribution in all the markets, while different ◗ Information services operating strategies may be more ◗ Call centre services cost-effective and appropriate in some ◗ Administrative services for customer sub-markets. Consorte therefore aims to resource managers extend its distribution network through the ◗ Teleworking services certification of partners in all sub-markets. ◗ IVR (Interactive Voice Response) services Corporate structure and management Product strategy The group is structured as a parent Consorte's product strategy is focused on company, Consorte Group ASA, with four the customer contact niche market. During wholly owned subsidiaries, Consorte Norge 2003 the company will offer several new AS, Consorte Sverige AB, Consorte Danmark new services such as SMS services, such as SMS and e-mail integrated A/S and Consorte UK Ltd. The parent and e-mail integrated with with telephony. This will open up dynamic company comprises group functions, business opportunities in a telecommunications technology development and application market in which value-added services are operations. The three Nordic subsidiaries becoming even more important. 90% of the are sales and distribution divisions, each group's product development is done in with their own direct salesforce and Consorte's own technology department, responsibility for customers and marketing, which makes for rapid development and while Consorte UK Ltd is a sales division, products designed in close cooperation with selling through certified partners. The our clients. subsidiaries pay service and licence fees to Consorte is niche focused towards the customer contact market, and will offer several telephony, during 2003 the parent company for the use of products Market strategy and technology which is developed and The Nordic region is the main home market, operated by Consorte Group ASA. The while the UK represents a promising subsidiaries are controlled through the group Consorte´s own technology business expansion project for the group. CEO´s role as Chair of each of the subsidiaries' department The UK call centre market is the largest in boards. 90% of the group´s product developement is done in Europe and, besides the large centralised call centres, comprises many small and HUMAN CAPITAL medium-sized enterprises. This is an Human capital is one of Consorte's greatest infrastructure which accords well with competitive advantages. The company is the Consorte's market vision, in which flexibility actual operator along large sections of its and independence from geographical value chain, with the exception of the location are key to the future development operation of the infrastructure for the of customer contact solutions. Consorte's service production platform, which is target group consists of companies looking outsourced, through an operating agree- for lower costs and a rapid return on ment, to Hewlett Packard for the company's investment. technology platform and to Alcatel for the group's telephone switching. Consorte's 20 Distribution strategy value chain requires high levels of expertise In the UK, Consorte has already gained at all points and this is reflected in the valuable experience of alternative education and experience of our employees. distribution and operating methods, as The company has high-end expertise in compared to how these are achieved in the technology development, telecoms, data home market. This experience will bear communications, programming, IT operations, fruit in stronger partnerships and wider sales, consultancy and customer care. Consorte's value-added services are Consorte's skills profile developed by in-house technical specialists. Consorte depends on having self-motivated, Sales activities are performed by Consorte's highly trained individuals in the organisation. own sales organisations in the Nordic We have been successful in this; a 'can do' countries and by a number of certified culture pervades the organisation and more partners in the UK. In the delivery phase, than 75% of employees are highly they work closely with the group's service educated. The development and testing production unit to implement the services department has an average of 13 years' according to an agreed specification. The work experience per employee. All of these client is then looked after through the are educated to college and university level. customer contact centre, which deals with technical and commercial inquiries. RELATIONSHIP AND CUSTOMER CAPITAL Technology and product development Market position require good documentation to guarantee The majority of Consorte's client base that the company is not overly dependent consists of Norwegian businesses. In on individual employees. The company has Denmark, Sweden and the UK, Consorte is formalised these processes over the last a smaller player, although the Group has year, and this will be supported by the work several pan-Nordic clients. on role and responsibility specifications done through the group's initiatives on There are no reliable market share statistics Corporate Governance. Consorte will in Consorte's niche market. The statistical document all substantial work routines, material available is of too general a nature processes and areas of responsibility and for the figures to be meaningful for make these readily available to the Consorte's service areas. The Group has so organisation through its intranet. far not invested in producing the desired statistics, but makes use of its competitors' The company went from being a start-up annual reports as the basis for calculating its and founder's company in 1998 to having 70 own market share. This provides a correct employees in 2000. A change in priorities baseline, but there are very significant and market conditions mean that, at the delays in accessing the data. start of 2003, the company employs 56 staff. Brand building Consorte markets itself with the trademark Number of employees with higher education: Technical 25 Financial/marketing 17 Staff profile: Average age 35.6 Average yrs experience 12 No staff turnover "ON LINE WITH CONSORTE" and, during Group management focuses on retaining 2002, worked to cultivate and position the and developing skilled employees. For the services in its portfolio by giving them a moment, no comprehensive staff satisfaction product name linked to the Consorte brand. survey for the group has been undertaken, Consorte now has 6 principal products, of but all employees are accorded a high which Consorte PULSE, a virtual call centre degree of freedom within their domain and solution, is the most recognised product feedback indicates that this is regarded as a name on the market. The solution was rated source of great satisfaction. This has led to as "Highly Commended" in the international an extremely low turnover of key personnel. class at the Irish Contact Centre Awards 2002. To date, only a single employee involved with the development of the company's technology has left Consorte. 21 Products: Consorte also has interconnect traffic ◗ Consorte PULSE – a virtual, network agreements with Netcom (Telia) in Norway, based call centre solution and Skanova (Telia) in Sweden. In Denmark ◗ Consorte SONAR – online web reporting for customer management Consorte has an interconnect traffic agreement with TDC. Interconnect traffic ◗ Consorte CONNECT – home-based agreements regulate the prices Consorte office solution pays network owners for telephone traffic ◗ Consorte RESPONSE – IVR solution when Consorte's client use customer ◗ Consorte SURVEY – consumer surveys contact solutions. by telephone ◗ Consorte PORTAL – telephone portal Consorte has agreements with Alcatel for solution the lease and operation of digital telephony switches (S-12) which manage traffic flow Consorte solutions often involve adapting using Consorte's software. the different standardised functional modules to the client's specific require- UK telecommunications ments. In this way, flexibility and customisation MCI WorldCom's operation of Consorte's bring as much added value to the Consorte services in the UK has so far been successful. brand as the functionality of the product This demonstrates that Consorte's service module itself. production platform works exceptionally well with other digital switches than the type Clients used by the group in the Nordic home Consorte had more than 200 business clients market. at the end of 2002. Customer retention is high and defection rates are low; in turnover It also shows that the company's technology terms, customer defection amounted to has the potential for expansion, both 0.9% of the total for 2002. Consorte's client through the sale of the technology platform base is well-founded, consisting of enterprises and through the sale of services and in both the private and public sectors. operations in other European markets. Many clients renewed and extended their contracts with Consorte in 2002. Service production From its very start in 1998, the Group has Client information 2002 had an operating agreement for its digital Market Net gain 2002 Norway 27 Hewlett Packard became Consorte's Sweden 0 operating partner for the operational Denmark 28 UK 6 Suppliers Consorte has a number of suppliers who contribute indirectly to added value. These can be broken down as follows: Nordic telecommunications Interconnect traffic agreements with Telenor on both fixed and mobile networks. 22 switches with Alcatel. In the spring of 2002, infrastructure of the service production platform. In practice, this means that parts of the service production are located in a central operations centre at Hewlett Packard, while applications operations continue to be performed internally by the group. The new operating paradigm will ensure high-level operational stability and security at an international level and give Consorte the opportunity to focus on technology and product development, customer care and marketing. Distribution partners In 2002, Consorte initiated a partner certification programme in the UK, and currently has 6 certified British partners. The basis for this initiative is that sales are to be made primarily through external distribution channels. In 2003, the partner certification programme will be implemented in other markets, and Consorte is due to certify the first Norwegian partner in 2003. STRUCTURAL CAPITAL Corporate Governance Consorte Group ASA was founded in 1998 and commenced the task of preparing a Corporate Governance framework in November 2000. The first phase was concluded in 2001. In this phase a number of key conditions relating to stock exchange listing in the summer of 2001 were clarified. In addition, an analysis concerning the question of risk management was concluded in Q2, 2002. The goal is to have drawn up a full CG framework by the end of 2003. The company's view of Corporate Governance (CG): Consorte noticed, and in particular after the SE listing, that the demands of the outside world called for greater professionalism in external and internal routines with a view to the governance and steering of the company. The preparation for listing in 2001 had initiated these processes, which meant that Consorte had already for some time maintained high awareness surrounding corporate governance. On-going work to improve the following areas in Consorte is in progress: ◗ Improvement of maintenance routines for internal control ◗ Creating an efficient control structure ◗ Analysis of risks and management controls ◗ Increased efficiency of organisation and routines ◗ Improvement of operational activities ◗ Reinforcing IT security and routines for IT operations Consorte Group ASA is documenting these processes in the Corporate Governance framework drawn up in spring 2001. There are still several important components in the structure to be filled, but the demand for analyses and information from shareholders, the Board and clients means that the company aims to have completed elaboration of the framework within 2003. The documentation produced and implemented in the organisation will be able to offer enhanced appreciation of Consorte underlying value engine. Together with supplementary information for value creation, this information will pave the way for a correct valuation of the enterprise. The Board and management are committed to prioritising this task in the coming year. The CG framework in Consorte will be made available internally in the organisation on an intranet during 2003. In the 2003 annual report, the Group's Corporate Governance structure will be dealt with thoroughly. Shareholders' rights The company refers to the stock exchange recommendation for a corporate governance policy and wishes to state that there are no changes to the provisions for shareholders' rights and general meetings compared with previous rules for these matters. All shares have the same voting rights. Bonus arrangements The company has no special bonus arrangements for principal employees. There 23 are option arrangements for the company's staff; see note 4 to the accounts. Communications with the market. The company has drawn up a separate IR policy and disseminates communications proactively through its own Internet site, the Oslo Stock Exchange and HuginOnline. The Board All Consorte Board members are shareholders in the company, either directly or indirectly through investment companies in which they have a share of ownership. The Board has had the same Chairman since 1999, and all Board members have sat for this period, with the exception of Morten Neeb who was elected at the AGM in 2001. Board information The Board receives normal fees; see Note 3 to the accounts. Intellectual property rights Consorte has registered rights to the trademark ON LINE WITH CONSORTE in Norway, Denmark, Sweden and the UK for the goods and service classes within Consorte's product range. The Group is also the holder of the consorte.no, consorte.se, consorte.dk, consorte.co.uk, consorte.com and consorte.nu domain names. Critical management processes and systems Good corporate governance implies an active administration of both management/control and corporate restructuring. Restructuring is required for goal attainment, while cost efficiency is achieved through sound management and control. To succeed requires insights into and appreciation of the risks the enterprise is faced with, so as to manage those risks in a way that is consistent with the enterprise's objectives and risk-taking criteria. Consorte Group ASA carries out risk assessment work to identify the critical risk elements for the 24 enterprise's further development. As a result of this work, a Risk Management Strategy has been drawn up, which, among other things, includes a description of Critical Process Reviews. INNOVATION CAPITAL Future development of the technology platform The technology platform Consorte has developed is now the basis for production of the services the group supplies, such as virtual call centres, advanced routing functionality, home-based office connections, IVR solutions, telephony portals, telephone banking solution and information services. Further development of Consorte's technology is an on-going process within the company's development environment, and, in the course of 2003, Consorte will launch a complete customer contact portfolio comprising SMS and e-mail services. Product portfolio With a wide range of inbound customer contact services, Consorte can help businesses achieve four specific goals: ◗ Reduction of total costs related to administration, management and operations of systems for receiving inbound customer communications. ◗ Enhancement of customer service through faster and more qualified customer processing. ◗ Access to management information on the enterprise’s customer relations. ◗ Low investment requirements. basis of real-time information on traffic patterns, and available manning and skills. PULSE offers great flexibility to the company through its location independence. Employees using PULSE can be anywhere at all – so long as they have a phone line (mobile, fixed-line or IP). At the same time, PULSE offers a high degree of preparedness for traffic fluctuations, skills-oriented caller routing, easy access to management data and an intuitive web-based interface for all users. Consorte SONAR Consorte offers many turnkey solutions, but The SONAR web-based statistics service telephony needs are often individual. This provides precise and updated information on means that we customise the products to inbound telephony traffic, 24 hours a day. our clients' requirements. Our principal SONAR displays information on response products are: times, waiting times and call durations for inbound calls. Callers can also be localised Consorte PULSE geographically, and the customer can see PULSE is a network-based call centre how they navigate through menus to the solution where the company avoids large desired response location. There are many investments, but receives the equivalent types of statistical reports for the various functionality as provided by large "levels" available in SONAR. These range from company and department levels, through to agent level. Information is available on: number of inbound calls, the number answered, the response percentage, the average waiting time (for callers, including queued time), average call duration, longest call duration, average ring time (to agent). In addition, reports are generated that show details of menu use, queues and caller’s point of origin. In Consorte PULSE solutions, the agents’ logins/logouts to the call-centre can also be displayed. Consorte PORTAL A telephony portal organised around a customer-selected phone number makes it The screen shows the agent view of Consorte´s network based call sentre solution, Consorte PULSE 26 client-installed solutions. PULSE is suited to easier for customers to get in contact, and all types of businesses and organisations. creates a unified interface with the PULSE gives the agents an overview of the company's market. A solution of this kind telephony queue, while the supervisor can offers identity and accessibility. Callers are at any time manage the call centre on the answered quickly and are rapidly put through to the right person. specific transactions over the telephone. Traditional solutions for this functionality Consorte SURVEY entail major investments. Consorte now Consorte can offer customised and relevant organises this type of solution through the phone-based consumer surveys to telecoms network, and this breaks the cost businesses. Two variants of SURVEY are barriers. Consorte designs menus and available from Consorte: one in which the information, and implements RESPONSE in survey is conducted completely automatically, close cooperation with the client – who and one where Consorte SURVEY picks out avoids the need for investment in new respondents who volunteer, in order to call equipment. The client's own systems are them up again at a later time. integrated into the overall solution for simple The performance of the survey itself requires data transfer. no resources on the part of the business – unless it opts to do it itself. The business Consorte CONNECT gets the right respondents, since they will Having Consorte’s home-based office be customers who are surveyed in connection solution in place simplifies the working day with incoming customer inquiries. Consorte for many employees. A company sets up a adds the survey facility to the business's number which the employee’s home PC existing inbound telephony solution, and calls in order to establish contact with the sets parameters for which callers to survey, internal network or the Internet. Consorte when/how frequently, and how the offers security solutions that prevent responses are to be reported. unauthorised access – prior to logging on to the network. The advantage of Consorte’s Consorte RESPONSE CONNECT is that it eliminates internal Interactive Voice Response is a solution in processing of employees’ telephone bills for which information is coordinated for which a proportion of the amount is be customers by means of recorded messages, refunded. and/or callers have the opportunity to execute Consorte´s product portefolio contributes to a strong increase in traffic minutes 27 Use of Consorte solutions Refreshing savings at Coca-Cola Coca-Cola Drikker AS took less than six months to recoup its investment in Consorte PULSE – its new call centre solution. The company is now saving an annual NOK 300,000, but on top of that, PULSE has made life that much simpler for customers and staff alike. “The simplicity and flexibility of PULSE has enhanced the quality of our work. Added to which the reliability of the solution is unique.” Bjørn Gunnlaugsson, Head of CRM System and Processes at Coca-Cola Drikker AS Core competency to the fore Originally the Coca-Cola Drikker AS call centre was operated via a standard in-house exchange. But the basic functionality of this solution did not permit Coca-Cola to invite callers to make use of voice menus and skills-based call routing. Consequently, customer care was suffering, since callers regularly ended up talking to new customer service staff without the necessary insights into special trade issues. So, Coca-Cola was faced with a choice: of investing in new functionality for the in-house exchange, or buying in call centre functionality as a service, i.e. outsourcing the technical side of the call management system. The final equation proved decisive: in terms of investment costs, the upgrade option would be considerably more expensive than outsourcing the service – in fact, it amounted to a difference of several hundred thousand Norwegian Kroner. And so the Coca-Cola call centre went on to become a client with Consorte PULSE – and was now able to devote all its energies to its core 28 competency: giving its customers maximum Saves costs! care and attention. The difference between buying incoming telephone services, or operating your own The ultimate in reliable service service is appreciable. Coca-Cola saves Coca-Cola opted for a step-by-step NOK 300,000 net a year by “leasing” the introduction to make absolutely sure that functionality from Consorte. This is because they were doing the right thing. They started the costs of leasing lines and call transfers by setting up a standard call queuing are radically reduced since Consorte deals module, and following a successful trial with the routing, rather than the locally period, rolled out a full PULSE solution. A installed in-house exchange. five-digit number was created and duly "At the same time we were able to cut a publicised. number of other costs we had back in ‘the The transition from an in-house exchange old days’. This means that the investment solution to an outsourced service was no was recouped within just six months. In small feat, but Call Centre Manager, Anita addition, the call centre has become a far Brudberg is delighted with the new easier workplace for our staff. Thanks to processes. "Training and customer care are skills management, the 30 customer service now far more flexible than before. Consorte agents now enjoy better working conditions. SONAR tells us that we’ve also upped the Before, callers were often on hold for quality and speed of our service”, Brudberg several minutes, whereas the waiting time enthuses. now is well within our target of 10 seconds. The flexibility has also increased compared Consorte SONAR is a web tool that with before. We can now log on via mobile, provides an overview of how calls and fixed line or the web, while we can also conversations are handled at the call centre. draw on local resources elsewhere as soon This is because PULSE enables calls to be as we see call volumes start rising," routed based on skills criteria. In this way, Brudberg explains. customer service agents have the chance to acquire expertise gradually, rather than being required to know it all in one go. Bjørn Gunnlaugsson, Head of CRM System and Processes at Coca-Cola, stresses that the key requirement from a new solution About Coca-Cola: Coca-Cola Drikker AS produces, distributes and sells Coca-Cola on the Norwegian market. The company was established in 1996, and is today one of Norway’s 200 was a reliable service and flexibility. "Even if biggest industrial companies with some 1,200 someone severs a cable at our end, we can employees. The company is wholly owned by still log on directly via our mobile phones The Coca-Cola Company, and carry on our business as usual. The the world’s largest supplier of soft drinks, reliability of the service is unique”, says and the owner of more than Gunnlaugsson. 100 brands worldwide. Coca-Cola also avoided having to scrap the old in-house exchange. The Consorte services and the existing infrastructure can be readily combined. Gunnlaugsson adds: "Consorte also makes sure that we get new functionality, and saves us having to think about upgrades and hardware” . 29 Use of Consorte solutions Directory Enquiries Service Saved Millions 1880 Nummeropplysning were seeking to position themselves as the main challenger to the Norwegian public directory enquiries service provided by Telenor. 1880 saved NOK 4-5 million on start-up costs by opting for a web-based call-centre solution, and with Consorte’s help are now poised to become one of the leading operators in Norway. "The biggest benefit has to be that Consorte’s services saved us several million NOK in infrastructure investments, while the flexibility of their solution meant lower operating costs." Roar Johansen, General Manager, 1880 Nummeropplysning Cost-effective solution In competition with 5 other contenders, 1880 Nummeropplysning decided to tender for a licence to provide directory enquiries services when the Norwegian Post and Telecommunications Authority announced in the autumn of 2001 that directory enquiries in Norway were to be provided competitively on an open market. The directory enquiries market in Norway is worth around NOK 650 million, and even with just a small share of the market, 1880 stood to generate profits with the right choice of cost structure. This dictated a keen focus on costs and maximum use of existing resources. The company also faced technical, organisational and process-related challenges in the start-up period. Consequently, 1880 had exacting requirements in terms of flexibility and capacity – while looking to stem investment and operating costs. Priority given to flexibility and simplicity 1880 wanted the service to be capable of 30 handling calls at multiple geographical locations in order to maximise their existing employee pool. Availability and rapid response times were critical success factors. 1880 would have needed to make a minimum investment of NOK 4-5 million if they wanted to buy an advanced in-house exchange, but this would have required all locations to run off the same hardware – which would have pushed up the start-up costs even further. PULSE transfers the caller to the next available agent, no matter where the customer happens to be calling from. For 1880’s administrator, monitoring queues on the system is easy thanks to online web reports in the Consorte SONAR service. These provide an overview of the number of queued callers, waiting times, number of calls taken, etc. 1880 has achieved all of this without having to invest in its own hardware, software or additional infrastructure. 1880 started using Consorte PULSE, a web-based call-centre solution which offered the company high flexibility and low start-up costs. This solution also permits calls to be transferred without acquiring new lines. In addition, 1880 employs Consorte SONAR, which provides overviews and information as to how inbound calls are managed. "If we’d had to buy our own equipment, we would also have had to install a dedicated connection to our locations. We saved several million by buying the call centre solution as a service from Consorte”, explains Roar Johansen, General Manager at 1880. Reduces operating costs with PULSE At all time, 1880 has between 150 and 200 agents taking calls from customers across four geographical locations. This has meant efficient use of resources, and the possibility of directing traffic to call sites where capacity is highest. In this way, 1880 Nummeropplysning has established itself as one of the leading operators in directory enquiries services after the release of new numbers. "The solution enables us to establish call centres at sites where the workforce is more stable, which has meant reduced spending on training and administration. The flexibility of PULSE therefore offers lower operating costs over time,” Johansen tells us. In addition, Consorte PULSE is scalable, which means that 1880 can now boost staffing levels with additional agents in response to increased traffic without incurring extra costs from running PULSE. About 1880 Nummeropplysning: 1880 Nummeropplysning, a directory enquiries service, is owned and operated by Current AS – a private company with a number of Norwegian shareholders. Current AS is also one of Norway’s largest call centre operators, and serves a number of Norwegian companies and organisations. Basically, 1880 has outsourced the handling of inbound telephony from Consorte. Currently the company has agents at Kristiansand, Grimstad, Flisa and Oslo to answer the stream of calls, while Consorte deals with routing the calls and making sure that conversations get set up. Consorte The 1880 Nummeropplysning service provides information about fixed line and mobile telephone numbers, and subscriber address details in Norway via telephone or SMS. 31 10 Annual accounts 2002 Profit and Loss Account Consorte Group ASA Amounts in NOK 1000s Parent company 2000 Group 2001 2002 Note 2002 2001 2000 125 871 58 095 31 129 0 0 0 125 871 58 095 31 129 Operating revenues and costs 13 256 0 0 2 Sales 8 343 21 372 26 293 2 Other operating revenues 21 599 21 372 26 293 Total operating revenues 2 897 0 0 Variable sales costs 62 573 12 411 6 803 4 588 483 969 Infrastructure costs 19 302 18 932 11 359 15 631 20 544 19 303 Labour costs 38 485 44 632 27 647 1 190 1 188 1 989 5 Ordinary depreciation 7 120 5 575 2 495 22 461 14 899 8 681 19 Other operating costs 19 031 32 655 33 501 3/9 46 767 37 113 30 941 Total operating costs 146 511 114 206 81 805 -25 167 -15 741 -4 648 Operating profit(+)/loss(-) -20 640 -56 111 -50 676 2 840 2 806 517 1 636 1 575 2 951 63 1 535 1 413 0 0 0 Financial income and costs 71 740 345 -118 -752 -1 443 2 856 4 329 831 -22 311 -11 412 -3 818 -6 226 -3 180 0 -16 085 -8 232 -3 818 -16 085 -8 232 -3 818 -16 085 -8 232 -3 818 -16 085 -8 232 -3 818 Other interest received Interest from subsidiary companies Other financial income 356 2 288 134 -1 041 -857 -144 888 3 007 2 941 -19 752 -53 104 -47 734 1 299 -10 167 -13 511 Ordinary profit(+)/loss(-) -21 050 -42 937 -34 223 Net profit(+)/loss(-) for the year -21 050 -42 937 -34 223 Other financial costs Net financial profit(+)/loss(-) Ordinary profit(+)/loss(-) before tax 13 Tax on ordinary profit(+)/loss(-) Transfers 11 Transferred from premium fund Total transferred 18 Earnings per share -1.03 -2.32 -2.34 18 Diluted earnings per share -1.03 -2.32 -2.34 33 Annual accounts 2002 Balance Sheet at 31. December Consorte Group ASA Amounts in NOK 1000s Parent company 2001 Group 2002 Note Assets 2002 2001 Deferred tax benefit 30 039 31 891 Total intangible fixed assets 30 039 31 891 Fixed assets Intangible fixed assets 17 841 17 841 17 841 17 841 3 525 3 826 3 525 3 826 13 Tangible fixed assets 5 Operating equipment 9 879 13 800 Total tangible fixed assets 9 879 13 800 Financial fixed assets 68 761 81 420 0 0 68 761 81 420 90 127 103 087 7 0 0 Other receivables Investments in subsidiaries 388 412 Total financial fixed assets 388 412 40 306 46 103 15 179 10 274 Total fixed assets Current assets Receivables 0 0 8 18 018 17 957 12 0 0 954 1 708 Other receivables 12 670 3 017 18 972 19 664 Total receivables 27 850 13 292 29 161 8 978 Bank deposits, cash and cash equivalents 16 851 38 434 48 134 28 642 Total current assets 44 701 51 725 138 260 131 729 Total assets 85 006 97 828 34 Trade debtors Intra-group loans Consorte Group ASA Amounts in NOK 1000s Parent company Group 2001 2002 Note Equity and liabilities 2002 2001 10 244 10 244 Share premium fund 116 653 120 470 Total subscribed equity 126 897 130 715 Other equity -70 801 -53 218 Total retained equity -70 801 -53 218 Total equity 56 096 77 497 Shareholder equity Subscribed equity 10 244 10 244 10 / 11 11 120 470 116 653 130 715 126 897 0 0 0 0 130 715 126 897 Nominal share capital Retained equity 11 Liabilities Current liabilities 2 158 628 18 358 7 350 2 200 1 552 Public taxes and contributions owed Creditors 4 292 4 431 3 188 2 652 Other current liabilities 6 260 8 550 7 545 4 832 Total current liabilities 28 910 20 331 7 545 4 832 Total liabilities 28 910 20 331 138 260 131 729 Total equity and liabilities 85 006 97 828 Oslo, 6 March 2003 The Board of Consorte Group ASA Jan E. Engebretsen Trond S. Storbråten Morten Neeb Chairman of the Board Board member Board member Bjørge Gretland Stein Holst Annexstad Marit E. Døving Board member Board member CEO 35 Cash Flow Statement Consorte Group ASA Amounts in NOK 1000s Parent company 2001 Group 2002 2002 2001 -19 752 -53 104 7 120 5 575 184 -113 0 21 Cash flow from operations: -11 412 -3 818 Ordinary profit(+)/loss(-) before tax 1 188 1 989 Ordinary depreciation 0 0 Effect of exchange rate fluctuations 15 0 Gain/loss on disposals of fixed assets 67 0 Items classified as investment or financing activities 0 67 440 0 Change in trade debtors -4 905 -2 702 887 -1 530 Change in trade creditors 11 008 1 157 -14 895 61 0 0 -571 -1 937 Changes in intragroup balances Change in other current assets and other liabilities -12 058 1 574 -24 281 -5 234 Net cash flow from operations -18 404 -47 526 185 0 34 239 Cash flow from investment activities Receipts from sale of tangible fixed assets -3 430 -2 290 Payments for purchase of tangible fixed assets -3 213 -10 405 -31 137 -12 659 Payments for purchase of financial fixed assets 0 0 -34 382 -14 949 Net cash flow from investment activities -3 179 -10 166 Cash flow from financing activities 46 501 0 Payment of shareholder equity 0 46 501 46 501 0 Net cash flow from financing activities 0 46 501 -12 162 -20 184 Net change in bank deposits, cash and cash equivalents -21 583 -11 191 41 323 29 161 Bank deposits, cash and cash equivalents at 1 January 38 434 49 625 29 161 8 978 Bank deposits, cash and cash equivalents at 31 December 16 851 38 434 36 37 Notes to the accounts 2002 Note 1 Accounting principles The accounts for Consorte Group ASA have been prepared in accordance with the Norwegian Accounting Act of 1998 and generally accepted accounting principles in Norway. The accounting principles are described below. All amounts are expressed in 1000s of Norwegian kroner unless otherwise stated. Consolidation principles The consolidated accounts cover Consorte Group ASA with the wholly-owned subsidiaries Consorte Norge AS, Consorte Sverige AB, Consorte Danmark A/S and Consorte UK Ltd. Subsequently, the parent company's functions have consisted of ordinary Group functions, but also international business development, product development and operation of the international network. Service and licence agreements have been made with the subsidiaries, which are settled concurrently. Uniform accounting principles have been applied in the accounts of the Group companies. All material transactions and intra-group accounts between the Group companies have been eliminated. Foreign companies' profit and loss accounts are converted to NOK using average rates, while assets and liabilities are converted using the rates on the balance date. Conversion differences are posted directly against the Group's equity. Use of estimates Preparation of the accounts involves the use of estimates. The company's management uses the best available information as the basis for such estimates and makes an assessment of their material size. The actual results may differ. Principles for posting to income Income from the sale of services are posted in the period the service is used by the customer. For telephony traffic, income is posted for the month in which the telephony service is supplied. Subscription income is invoiced over the period the subscription applies to. Income from setting up new solutions is posted once the set-up has been completed. Sales are posted at gross value. Accordingly, reported Total Operating Revenue represents sum total of invoices to interconnect partners and services invoiced directly to our clients. All cost of goods sold are posted as Variable sales costs, comprising costs relating to interconnect agreements, commissions and subcontractors to content and service delivery. This principle applies to all services; no differentiation is made here between the content of the various deliverables. Main rule for classification and valuation of assets and liabilities Assets intended for permanent ownership or use are classified as fixed assets. Other assets are classified as current assets. Receivables that are to be repaid within one year are classified as current assets. Equivalent criteria are employed to classify short-term and long-term liabilities. Fixed assets are valued at original cost, but are written down to real value when the decrease in value is expected to be other than transitory. Fixed assets with limited economic life are subject to planned depreciation. Current assets are valued at original cost or real value, whichever is the lower. Short-term liabilities are posted in the balance sheet at the nominally received value at the time of their creation. Certain items are valued on different principles, as explained below. 38 Currency Monetary items in foreign currency are converted at the rate on the balance sheet date. Investments Investments in subsidiary companies are valued at historical cost in the company accounts. Receivables Trade debts and other receivables are posted at face value after an allowance for expected bad debts. Allowances for bad debts are made on the basis of an individual valuation of the individual receivables. In addition, an unspecified allowance is made for other trade debtors to cover estimated bad debts. Bank deposits, cash and cash equivalents Bank deposits, cash and cash equivalents include cash in hand, bank deposits and other means of payment with a due date that is shorter than three months from acquisition. Placements in money market funds are valued at real value on the balance sheet date and classified as bank deposits, cash and cash equivalents. Research and development Expenses for own research and development are accounted for as they accrue. Taxes Tax costs are grouped with accounting profit/loss before tax. Tax related to equity capital transactions is posted against equity capital. Tax costs consist of taxes due (tax on the year's directly taxable income) and changes in net deferred tax. Deferred tax and deferred tax benefit are presented net in the balance sheet. Subscription rights and shares for employees Consorte uses the intrinsic value method for accounting for wages and salaries costs through allocation of subscription rights to employees. According to this method, wages and salaries costs are posted to the profit and loss account if the market price of the company's shares at the time of allocation is higher than the option's exercise price. Intrinsic value on allocation is amortised over a period from the allocation date until the exercise of the option. Note 2 Sales Parent company 2000 2001 13 256 0 0 8 343 21 372 26 293 21 599 21 372 26 293 Parent company 2000 2001 Group 2002 2002 By business area: Intelligent network services Service and licence income Total Group 2002 2002 21 599 21 372 26 293 0 0 0 0 0 0 0 0 0 21 599 21 372 26 293 125 871 0 125 871 By geographical market: Norway Denmark Sweden UK Total 116 489 6 527 2 659 196 125 871 2001 2000 58 095 31 129 0 0 58 095 31 129 2001 2000 54 385 31 031 2 734 98 976 0 0 0 58 095 31 129 39 Note 3 Wages and salaries, number of employees, other remuneration, loans to employees etc. Wages and salaries Parent company 2000 2001 2002 13 153 16 360 16 069 2 059 2 596 2 931 419 1 587 303 15 631 20 544 19 303 20 26 28 Wages and salaries NI contributions Other employee costs Total Average number of employees Group 2002 31 607 5 123 1 755 38 485 59 2001 2000 36 004 23 544 5 216 3 363 3 412 740 44 632 27 647 65 48 Other Directors' emoluments Salary Other remuneration CEO Board 2 334 13 220 0 The CEO receives no contractual compensation on cessation of employment over and above salary in the period of notice. Neither the Chairman of the Board nor any other members of the Board receive contractual compensation on stepping down from the Board. Parent company 2001 Group 2002 2002 2001 514 514 Security furnished on behalf of: 514 514 Employees Auditor For the parent company, auditor's fees for the year 2002 in the sum of NOK 175 000 have been charged to costs. Other auditor related services were charged at NOK 168 000 For the group, auditor's fees for the year 2002 in the sum of NOK 394 000 have been charged to costs. Other auditor related services were charged at NOK 238 000. Note 4 Subscription rights for employees The company has issued subscription rights to employees, each of which gives subscription entitlement to a single share. A new subscription programme was approved in 2002 under which previously issued subscription rights are replaced by new standardised agreements. The individual size of the agreement is negotiated, but the duration of the agreement is standardised and expires in January 2005. The number of rights that could be exercised at 31 December 2001 was 424 000, at an subscription rate of NOK 25.68. No subscription rights were redeemed in the course of 2002. In 2002, 421 500 new subscription rights were allocated, at an average redemption price of NOK 6.06. The number of expired subscription rights in the course of 2002 was 502 000, such that the total allocation of subscription rights at 31 December 2002 was 343 500, at an average redemption price of NOK 5.97. 40 Note 5 Tangible fixed assets Parent company Technical Software & Fixtures infrastructure computer and fittings Total equipment Original cost 1 January 2002 Additions Original cost 31 December 2002 2 215 2 641 364 5 219 701 1 538 51 2 290 2 916 4 179 414 7 509 Accumulated depreciation 1 January 2002 959 661 75 1 694 Depreciation for the year 797 1 110 82 1 989 Accumulated depreciation 31 December 2002 1 756 1 770 157 3 683 Book value at 31 December 2002 1 160 2 409 257 3 826 3 years 5 year Economic life Depreciation method 3 years Straight-line Parent company Technical infrastructure Straight-line Straight-line Software & Fixtures computer and fittings Total equipment Accumulated depreciation 1 January 2002 Additions Deletions Original cost 31 December 2002 Accumulated depreciation 1 January 2002 Depreciation on deletions Depreciations for the year Accumulated depreciation 31 December 2002 Book value at 31 December 2002 Economic life Depreciation method 14 762 6 061 2 200 23 024 1 638 1 540 35 3 213 0 -34 0 -34 16 400 7 567 2 235 26 202 6 192 2 404 627 9 223 0 -20 0 -20 4 414 2 270 435 7 120 10 607 4 655 1 061 16 323 5 793 2 912 1 174 9 879 3 years 3-5 years 3 years Straight-line Straight-line Straight-line 41 Note 6 Lease and other obligations Parent company At 31 December 2002, Consorte had minimum obligations for lease of digital switches and rent, plus other obligations as follows: 2003 2004 2005 2006 2007 Total Lease obligations switches 7 508 4 148 3 525 1 658 0 16 839 Operating obligations switches 3 442 0 0 0 0 3 442 Other lease obligations 3 656 62 0 0 0 3 718 Total 14 606 4 210 3 525 1 658 0 23 999 The annual lease of off-balance-sheet fixed assets in 2002 was 2 862 Group 2003 2004 2005 2006 2007 Total Lease obligations switches 7 508 4 148 3 525 1 658 0 16 839 Operating obligations switches 3 442 0 0 0 0 3 442 Other lease obligations 5 095 1 671 917 346 38 8 067 Total 16 045 5 819 4 442 2 004 38 28 348 The annual lease of off-balance-sheet fixed assets in 2002 was 19 900 Note 7 Company Consorte Norge AS Consorte Danmark A/S Consorte Sverige AB Consorte UK Ltd. Total Note 8 Subsidiary companies Acquisition Business office date 12.04.00 05.05.00 01.03.00 13.12.00 Oslo København Stockholm London Votes and ownership share 100% 100% 100% 100% Book Equity capital value at 31.12.02 19 095 29 804 19 133 13 388 81 420 4 654 4 146 1 432 386 10 618 Profit/loss 2002 3 119 -8 042 -5 054 -7 255 -17 233 Trade debtors Group 42 2001 2002 26 26 -26 -26 0 0 Trade debtors - nominal Allowance for bad debts Total 2002 2001 15 395 10 450 -216 -176 15 179 10 274 Note 9 Research & development costs Parent company and group 2002 2001 2000 Development costs 6 585 5 845 3 456 The group does no research of a substantial nature. Development costs are related to product and technology development which is undertaken on own account and at own risk. The group has no capitalised research and development costs. Development costs consist primarily of wages, salaries and personnel costs and indirect costs relating to the development department. It is not possible to make a statement as to whether expected earnings are in proportion to expenses incurred for research and development at 31 December 2002, 31 December 2001 and 31 December 2000. Consorte Group ASA was allocated NOK 800 000 in SkatteFUNN (tax deduction) facilities in 2002. Treatment of these funds follows Norwegian Standard 4 concerning government subsidies and they have accordingly been extracted from the costs they were in support of. Note 10 Share capital and shareholder information Share capital in the parent company at 31 December 2002 consisted of 20 488 595 shares of NOK 0.50 each. Book value was NOK 10 244 297.50. There are no restrictions on voting rights in the Articles of Association. There is only one class of shares. There exists an authorisation from the general assembly meeting to the Board to increase the share capital by up to NOK 1 024 230 in connection with future capital expansion and redemption of employee options. At 31 December 2002, there remained of this authorisation NOK 1 024 230 and the authorisation expires on 27 March 2003. Ownership structure The largest shareholders in the company at 31 December 2002 were: No. of shares Ownership and voting share NorgesInvestor II AS NOR 2 775 387 13.55% Helge Vangestad NOR 2 250 000 10.98% Anglo Irish Bank (Suisse) S.A CHE 1 184 500 5.78% NorgesInvestor Vekst AS NOR 1 112 531 5.43% Trond Storbråten NOR 1 024 860 5.00% Rolf Kvam NOR 838 220 4.09% KLP Forsikring Aksjer NOR 766 667 3.74% Maximal Invest AS NOR 659 508 3.22% Nettverk AS NOR 578 840 2.83% Frans Enger AS NOR 531 430 2.59% Verdipapirfondet K_S NOR 341 100 1.66% Jan E. Engebretsen NOR 336 420 1.64% Selvaag Invest AS NOR 333 000 1.63% Amalie AS NOR 329 754 1.61% Geir Kristoffersen NOR 315 800 1.54% 43 Vital Forsikring ASA Pollex AS Camilla Sivesind Tokvam Rosehip Investment Per Herseth Total > 1% ownership share Total other shares Total shares NOR NOR NOR MCO NOR 293 350 258 189 250 000 242 700 222 000 14 644 256 5 844 339 20 488 595 1.43% 1.26% 1.22% 1.18% 1.08% 71.48% 28.52% 100% Shares and subscription rights owned by members of the Board and the CEO. Name Office Subscription rights Jan E. Engebretsen Own shares Chairman of the Board 0 Marit Døving Own shares CEO 0 Trond Storbråten Own shares Board member 0 Trond Storbråten Connected person Mette Storbråten Board member 0 Morten Neeb Connected company Mobiteam AS Board member 0 Stein Holst Annexstad Connected company Annexstad Hartvig Wennberg AS Board member 0 Note 11 No. of shares 20 489 Share capital 10 244 20 489 10 244 Share prem. account 120 470 -3 818 116 653 Group Equity capital at 1 Jan. 2002 Change in equity capital for the year: Currency conversion differences Profit/loss for the year Equity capital at 31 Dec. 2002 14 300 181 217 Total 130 715 -3 818 126 897 77 497 -351 -21 050 56 096 Intra-group liabilities and receivables, etc. Short-term receivables Consorte Consorte Consorte Consorte Total 44 40 000 Shareholder equity Parent company Equity capital at 01 Jan. 2002 Profit/loss for the year Equity capital at 31 Dec. 2002 Note 12 Shares 336 420 12 000 1 024 860 Norge AS Sverige AB Danmark A/S UK Ltd. 2002 11 856 3 756 1 481 863 2001 15 698 44 1 118 1 157 17 957 18 018 Note 13 Tax costs Parent company Group 2000 2001 2002 0 The year's tax costs result from: 0 0 Tax due -7 653 -5 463 0 Changes in deferred tax 1 426 2 283 0 Deferred tax posted directly against equity 0 0 0 Conversion differences 0 0 0 Effect of tax rule changes -6 227 -3 180 0 Tax cost on ordinary profit 2002 2001 2000 0 0 0 1 852 -12 235 -14 938 0 2 283 1 426 -553 -322 0 0 107 0 1 299 -10 167 -13 512 Breakdown of tax costs - Norway and abroad: Parent company Norway 2000 Abroad 2001 2002 2002 2001 2000 -6 227 -3 180 0 Tax cost on ordinary profit 0 0 0 -6 227 -3 180 0 Total 0 0 0 Group Norway 2000 Abroad 2001 2002 2002 2001 2000 -10 747 -5 391 1 299 Tax cost on ordinary profit 0 -4 776 -2 764 -10 747 -5 391 1 299 Total 0 -4 776 -2 764 2001 2000 Parent company Group Reconciliation from nominal to actual tax rate: 2000 2001 2002 -22 311 -11 412 -3 818 2002 Profit/loss for the year before tax -19 752 -53 104 -47 734 Expected income tax -6 247 -3 195 -1 069 at nominal tax rate of 28% -5 531 -14 869 -13 366 Fiscal effect from the following items: 20 16 4 Non-deductible costs 65 91 32 0 0 0 Other items 726 107 0 0 0 0 Tax-rate difference -305 -408 -222 0 0 1 065 Change in downgrading deferred tax benefit 6 344 4 913 45 -6 227 -3 180 0 Tax cost 1 299 -10 167 -13 511 27.9 % 27.9 % 0.0 % Effective tax rate -6.6 % 19.1 % 28.3 % 45 Parent company Specification of the fiscal effect of temporary differences and loss to carry forward: 2002 Benefit 2001 Liability Benefit Liability Fixed assets 80 0 0 2 Receivables 7 0 6 0 Current liabilities 140 0 140 0 Loss to carry forward 18 679 0 17 697 0 Total 18 906 0 17 843 2 Deferred tax benefit/liability 18 906 0 17 841 0 Deferred tax benefit not posted to balance 1 065 0 0 0 Net deferred tax benefit/liability in balance 17 841 0 17 841 0 Deferred tax benefit is posted on the basis of future income. At year end 2002 the parent company had a loss to carry forward of NOK 66 711 000. The parent companys loss expires after 2007. Group Specification of the fiscal effect of temporary differences and loss to carry forward: 2002 Benefit 2001 Liability Benefit Liability Fixed assets 955 0 637 0 Receivables 34 0 43 0 Current liabilities 140 0 140 0 Loss to carry forward 40 185 0 36 001 0 Total 41 314 0 36 822 0 Deferred tax benefit/liability 41 314 0 36 822 0 Deferred tax benefit not posted to balance 11 275 0 4 931 0 Net deferred tax benefit/liability in balance 30 039 0 31 891 0 Deferred tax benefit is posted on the basis of future income. At year-end 2002, the group had a tax loss to carry forward of NOK 140 889 000. Of the group's tax loss to carry forward, NOK 4 863 000 expires in 2005, NOK 12 163 000 in 2006 and the remaining NOK 123 863 000 after 2007. Note 14 Security and guarantees, etc. Consorte Group ASA has provided a bank guarantee on behalf of Consorte Danmark A/S for DKK 950 000. As security for the guarantee, a lien on a monetary claim of NOK 1 200 000 has been taken, deposited in a separate account. This amount is intended to cover the equivalent in NOK of the guarantee's nominal value, including a margin for currency fluctuations. Note 15 46 Events after the balance sheet date The group has in February 2003 signed a sale- and lease-agreement on software and computer equipment without any actual accounting loss. The agreed lease period is for 3 years with an annual cost of NOK 2 165 000. No other significant events have occurred after the balance sheet date. Note 16 Conditional transactions At the end of the financial year 2002, there exists an accounting allocation of NOK 500 000 in respect of potential disputes. This allocation was accounted for in the 2000 accounts. Note 17 Financial market risk The company's currency risk relates to investments in foreign subsidiary companies and intra-group accounting. Note 18 Earnings per share The calculation has been performed in accordance with Norwegian Accounting Standard No. 7, Earnings Per Share. Earnings per share derive from the year's earnings for the group divided by the average number of shares through the year. For calculating the diluted earnings per share, the effect of potential shares is ignored, in conformity with the principle of maximum dilution when reporting negative earnings. Figures in NOK Profit/loss after tax at 31 December 2002 Average number of shares outstanding Average number of shares fully insipid 2002 -21 050 450 20 488 595 20 735 824 2001 -42 937 293 18 544 161 18 903 695 2000 -34 223 298 14 611 145 15 460 046 -1.03 -1.03 -2.32 -2.32 -2.34 -2.34 Earnings per share Diluted earnings per share Note 19 Connected persons and companies Parent company 2000 Note 20 2001 Group 2002 2002 2001 2000 2 049 2 747 3 103 Costs of leases 7 010 6 663 4 329 12 813 7 478 2 307 External services 3 976 15 828 16 661 2 695 1 087 460 Marketing 2 266 5 060 4 465 4 904 3 587 2 812 Other costs 22 461 14 899 8 681 Total 5 779 5 105 8 046 19 031 32 655 33 501 Connected persons and companies Mobiteam AS - Company registration no. 982 335 930 Mobiteam AS is 51% owned by Morten Neeb, a member of the Board of Consorte Group ASA. Consorte Group ASA has, on normal commercial terms, employed Mobiteam AS to perform consultancy work throughout 2002. Mobiteam AS has invoiced services for a total of NOK 528 767 in 2002. At 31 December 2002, Mobiteam had a balance in its favour of NOK 37 851. 47 Auditor´s report Translated version 48 Consorte Group ASA Stortorvet 10 P.O. Box 170 Sentrum NO-0102 Oslo, Norway Phone: +47 21 49 40 00 Fax: +47 21 49 40 01 e-mail: post@consorte.com www.consorte.com Consorte Norge AS Stortorvet 10 P.O. Box 170 Sentrum NO-0102 Oslo, Norway Phone: +47 03050 Fax: +47 21 49 40 01 e-mail: support@consorte.com www.consorte.no Consorte Danmark A/S Vesterbrogade 149 DK–1620 København V Denmark Phone: +45 70 80 70 80 Fax: +45 33 27 08 10 e-mail: info-dk@consorte.com www.consorte.dk Consorte Sverige AB Botkyrkavägen 4 SE–143 35 Vårby Sweden Phone: +46 (0)8-4000 4000 Fax: +46 (0)8-4000 40001 e-mail: support@consorte.com www.consorte.se Consorte UK Ltd. East House New Pound Common Wisborough Green West Sussex RH14 OA2 United Kingdom Phone: +44 (0) 845 080 3070 +44 (0) 1403 700 622 e-mail: support@consorte.com www.consorte.co.uk 10