6-K 1 a06-18419_16k.htm CURRENT REPORT OF FOREIGN ISSUER

 

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.

FORM 6-K

Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934

For the month of September, 2006

Commission File Number:  333-11599610

Concordia Bus Nordic Holding AB (publ)
(Translation of registrant’s name into English)

Solna Strandvag 78, 171-54 Solna, Sweden
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-F

x

 

 

Form 40-F

o

 

Indicate by check mark whether the registrant files by furnishing the information contained in this Form is also thereby furnishing the Information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes

o

 

 

No

x

 

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b); 82-

 




Concordia Bus Nordic Holding AB (publ)
556028-1122

CONCORDIA BUS NORDIC HOLDING AB
STOCKHOLM, SWEDEN

FIRST QUARTER MARCH 1, 2006 – MAY 31, 2006

The matters discussed in this news release include forward-looking statements that are subject to risks and uncertainties including but not limited to economic conditions, product demand, competitive products and services, government regulation, financial resources, certain litigation and other risks indicated in filings with the US Securities and Exchange Commission.




INDEX

Operational and Financial Review

 

 

 

 

 

Management’s discussion and analysis of financial condition and results of operations

 

 

 

 

 

Quantitative and qualitative disclosures about market risk

 

 

 

 

 

Unaudited Consolidated financial statements – Concordia Bus Nordic Holding AB (publ)

 

 

 

 

 

Unaudited consolidated interim statements of operations for the three months ended May 31, 2006 and May 31, 2005

 

 

 

 

 

Unaudited interim consolidated balance sheets as of May 31, 2006 and February 28, 2006

 

 

 

 

 

Unaudited consolidated interim cash flow statements for the three months ended May 31, 2006 and May 31, 2005

 

 

 

 

 

Notes to unaudited consolidated interim financial statements

 

 

 

 

 

Unaudited Consolidated financial statements – Swebus AB

 

 

 

 

 

Unaudited consolidated interim statements of operations for the three months ended May 31, 2006 and May 31, 2005

 

 

 

 

 

Unaudited interim consolidated balance sheets as of May 31, 2006 and February 28, 2006

 

 

 

 

 

Unaudited consolidated interim cash flow statements for the three months ended May 31, 2006 and May 31, 2005

 

 

 

 

 

Notes to unaudited consolidated interim financial statements

 

 

 

2




 

CONCORDIA BUS NORDIC HOLDING AB (PUBL)
FIRST QUARTER AND YEAR PERIOD ENDED REPORT

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS

Concordia Bus Nordic Holding AB (“Nordic” or the “Company”) hereby submits the unaudited interim financial statements for the three-month period ended May 31, 2006. The Company is a wholly owned subsidiary Concordia Bus AB (Reg. No. 556576-4569, domiciled in Stockholm, “Bus”), which is the ultimate parent company.  All figures are expressed in millions of SEK if not otherwise indicated.

You should read the following discussion in conjunction with the financial statements of Nordic included in this quarterly report starting on page 8. The financial statements of Nordic are prepared in accordance with accounting principles generally accepted in Sweden (“Swedish GAAP”), which differ in various respects from accounting principles generally accepted in the United States (“U.S. GAAP”). The financial year-end for Nordic is the last day of February. Unless otherwise specified in this discussion, reference to a particular year is to the financial year ended the last day of February of that year (“fiscal 2007” for the year ending February 28, 2007). The end of the first financial quarter for Nordic is May 31 of each year. 

The same accounting policies and methods of computation are followed in the quarterly consolidated financial statements as compared with the most recent annual financial statements, with the exception that, regarding intangible assets, IAS 38 is followed.

Financial Highlights

The following table summarizes Nordic’s results of operations for the periods indicated in terms of amounts as well as a percentage of revenues:

First quarter ended May 31, 2006 compared to the first quarter ended May 31, 2005

 

 

2006

 

2005

 

 

 

SEK million

 

%

 

SEK million

 

%

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

1,211

 

100.0

%

1,210

 

100.0

%

Operating profit (loss)

 

(30

)

(2.5

)%

(47

)

(3.9

)%

Net loss

 

(44

)

(3.6

)%

(93

)

(7.7

)%

 

The following section provides an analysis between the actual numbers presented for the quarter as compared with the equivalent period in the preceding year, except for the section “Liquidity and capital resources” which provides analysis between the respective year to date periods.

Revenues

Revenues principally comprise of fees generated from bus services provided under the terms of contracts with local public transportation authorities in Sweden, Norway and Finland and from express bus services and coach hire services in Sweden. Revenues also include revenues received from maintenance and repair services that Swebus provides at its depots to third parties and sales of diesel fuel.

Revenues increased by SEK 1 million, or 0%, from SEK 1,210 million for the quarter ended May 31, 2005 to SEK 1,211 million for the quarter ended May 31, 2006.

Revenues from the provision of bus services for local public transportation authorities increased by SEK 9 million, or 1%, from SEK 1,058 million for the three months ended May 31, 2005 to SEK 1,067 million for the three months ended May 31, 2006. The increase in revenue is principally due to increased prices in existing contracts of SEK 56 million, increased volumes in existing contracts of SEK 29 million and impact from new contracts of SEK 33 million. This was offset by the impact of lost contracts worth SEK 109.

3




 

Revenues from express bus services increased be SEK 4 million, or 5% from SEK 83 million for the three months ended May 31, 2005 to SEK 87 million for the three months ended May 31, 2006. This increase is due to a higher yield from passenger tickets marginal.

Revenues from coach hire services decreased by SEK 1 million or 3% from SEK 36 million for the three months ended May 31, 2005 to SEK 35 million for the three months ended May 31, 2006.

Other revenue amounted to SEK 22 million for the quarter ended May 31, 2006 and SEK 33 million for the three months ended May 31, 2005. The decrease is mainly due to a one-off revenue last year of SEK 11 million in Norway from selling off buses in a contract that expired in April 2005. Other revenue largely consist of sales of diesel fuel and maintenance and repair services to third parties.

Gain on Sale of Fixed Assets

The net gain on sale of fixed assets is comprised of sales of buses and other assets held by Nordic. Loss on sale of fixed assets was SEK 4 million for the three months ended May 31, 2006, compared to a loss of SEK 1 million for the three months ended May 31, 2005. During the quarter we sold 84 buses on which we realized SEK 9 million in cash.

Operating Costs

Operating costs consist primarily of personnel costs (which includes wages, salaries, social security fees and pension costs of bus drivers, mechanics and other employees), fuel, tires and other consumables costs, and other external costs, which include depot costs and head office administrative costs. Operating costs also consist of operating lease charges. Operating costs decreased by SEK 6 million, or 1%, from SEK 1,186 million for the three months ended May 31, 2005 to SEK 1,180 million for the three months ended May 31, 2006. This decrease is due to a number of factors, which are explained below.

Fuel, tires and other consumable costs increased by SEK 11 million or 4%, to SEK 281 million for the three months ended May 31, 2006 from SEK 270 million for the three months ended May 31, 2005. This increase is due to increased fuel costs due to a higher fuel price of SEK 20 million, offset by reduced volumes resulting in decreased fuel cost of SEK 9 million. Our average fuel price in Sweden for the three months was SEK 7.86 per liter compared to 7.01 per liter in Sweden for the same period last year.

Personnel costs decreased by SEK 21 million or 3% to SEK 632 million for the three months ended May 31, 2006, from SEK 653 for the three months ended May 31, 2005. This is mainly a result from a reduction in number of drivers due to lost contracts, which resulted in lower wage costs of  SEK 26 million. This decrease was offset by an increase in wages and social charges resulting from an effective increase in salary of  SEK 6 million. The remaining decrease is due to decreased other personnel costs.

Other external costs increased by SEK 8 million, to SEK 159 million for the three months ended May 31, 2006 from SEK 151 million for the three months ended May 31, 2005. This is mainly due to decreased release of provisions of SEK 9 million and increased other costs of SEK 6 million, this was offset by decreased costs due to the financial restructuring last year of  SEK 7 million.

Operating lease charges decreased by SEK 4 million to SEK 108 million for the three months ended May 31, 2006 from SEK 112 million for the three months ended May 31, 2005. This decrease was principally a result of decreased lease charges for buses entering the second lease-tranche, where the lease charges are approximately 60% lower than in the first lease tranche, which has decreased the lease charges by SEK 14 million, this was offset by an increased number of buses under operational lease, which has resulted in higher lease charges of SEK 10 million. The total number of buses under operating leases was 1,724 as of May 31, 2006, compared to 1,458 as of May 31, 2005.

Depreciation and Amortization

Depreciation and amortization charges comprise principally depreciation of buses and other vehicles but also relate to depreciation of tools, fixtures and fittings, buildings and computer equipment. Depreciation and amortization costs decreased by SEK 13 million from SEK 70 million for the three months ended May 31, 2005 to SEK 57 million for three months ended May 31, 2006. This is due to reduction in the number of buses in the fleet that we own, resulting in decreased depreciation of SEK 10 million. Added to this, a change in accounting principles, goodwill is no longer amortized, has resulted in decreased amortization of SEK 3 million.

4




 

Operating profit/loss

Operating loss decreased by SEK 17 million from SEK 47 million for the three months ended May 31, 2005 to SEK 30 million for the three months ended May 31, 2006.

Operating loss from bus operations for local public transportation authorities decreased by SEK 9 million from SEK 21 million for the three months ended May 31, 2005, to SEK 12 million for the three months ended May 31, 2006, largely as a result of higher index revenues.

Operating profit from express bus services was SEK 1 million for the three months ended May 31, 2006, compared to SEK 0 million for the three months ended May 31, 2005.

Operating profit from coach hire services was SEK 2 million for the three months ended May 31, 2006, compared to SEK 0 million for the three months ended May 31, 2005.

Head office items and others was SEK 21 million for the three months ended May 31, 2006, compared to SEK 23 million for the three months ended May 31, 2005. Goodwill amortization was 0 for the three months ended May 31, 2006, compared to (3) for the three months ended May 31, 2005.

Financial Income and Expenses

Financial income and expenses includes interest income from cash and cash equivalents and interest expense from bank loans. Financial income and expenses decreased by SEK 32 million to SEK 14 million for the three months ended May 31, 2006 from SEK 46 million for the three months ended May 31, 2005. This result can be primarily attributed to  foreign exchange gains and losses, where we had gains from foreign exchange conversions of SEK 25 million in the three months ended May 31, 2006, compared to a loss of SEK 10 million during the three months ended May 31, 2005. This was offset by higher interest costs on loan from our parent company Concordia Bus AB of SEK 3 million.

Taxes

The standard rate of taxation in Sweden is 28%. The effective tax rate for the three months ended May 31, 2006 was 0%. This effective tax rate resulted from valuation allowances of net operating losses.

Trend Information

During the quarter ended May 31, 2006 we submitted tenders for 172 out of the buses that were open for competitive tenders, which included contracts for routes where we operated 75 buses. Results for 67 of those tendered buses have been announced, two of which were for buses we operated. Concordia has won two buses in total of tenders announced during the quarter consisting of two buses that we currently operate.

We await results for 105 buses including 73 buses that we operate.

Liquidity and Capital Resources

In connection with the restructuring of the Concordia group of companies that was agreed to on July 22, 2005, holders of an aggregate principal amount of €159,855,000 of Bus’  Subordinated Notes exchanged, on October 4, 2005, their Subordinated Notes for equity in Bus.  On December 12, 2005, holders of an aggregate principal amount of €87,000 of Subordinated Notes accepted a change of control offer made by Bus.  Currently, only €58,000 in aggregate principal amount of Subordinated Notes remains outstanding.  Also in connection with that restructuring, Concordia Bus AB incurred a €45,000,000 liability under a mezzanine facility that it entered into on July 22, 2005 (the “Mezzanine Facility”) in order to pay for the restructuring and to strengthen the group companies with additional capital.  The restructuring, therefore, reduced pressure on the liquidity and capital resources of the Concordia group of companies because very few Subordinated Notes remain outstanding but the incurrence of debt under the Mezzanine Facility has mitigated that benefit to a certain extent. We, as the intermediate company between Bus, the ultimate parent company of the Concordia group of companies, and Nordic, the holding company for our operating companies, do not have significant liquidity and capital resources or needs.  However, the liquidity and capital resource needs for Nordic are significant because it must service its own debt under its 9.125% €130,000,000 Senior Secured Notes due 2009 (the “Senior Notes”) and, through interest

5




 

payments on the Subordinated Shareholder Loan between Nordic and Bus, the Mezzanine Facility and the remaining Subordinated Notes.

Nordic’s liquidity requirements arise primarily from its need to fund lease payments, purchase buses, service its own debt obligations and those of Bus, fund its working capital requirements and expand its business.  In order for Bus to meet its interest payment obligations under the Mezzanine Facility Nordic must distribute €3.8 million per annum to Bus.  As of May 31, 2006, Nordic’s net debt obligations to Bus amounted to SEK 280 million.  Nordic’s own debt obligations are mostly comprised of its obligations in connection with the Senior Notes.  As of May 31, 2006 Nordic had total net indebtedness to third parties of SEK 1,013 million after deducting its cash balance of SEK 223 million. Nordic’s interest expense for the three months ended May 31, 2006 was SEK 36 million.

Furthermore, as Nordic is a holding company, its principal asset is its investment in its subsidiaries.  It conducts no business or operations except through direct and indirect subsidiaries.  The ability of Nordic’s subsidiaries to make funds available to it is subject to, among other things, applicable corporate and other laws and restrictions contained in agreements to which such subsidiaries may be subject.  It is also subject to Nordic’s subsidiaries’ ability to generate cash in the future and their ability to generate distributable reserves or other funds available for that purpose.  Nordic’s substantial indebtedness, together with the restrictions imposed on it by the indenture for the Senior Notes, could also affect its ability to make additional borrowings, dividend payments or investments and this could impair its liquidity or increase its need for additional capital.

Net cash used by operating activities was  SEK 31 million for the three months ended May 31, 2006, compared to negative cash flow of SEK 16 million for the three months ended May 31, 2005. The main reason for the negative cash flow last year is payment of restructuring fees of a total of SEK 26 million. The remaining difference to last year is due to improved result from operations.

Net capex was positive SEK 1 million for the three months ended May 31, 2006, compared SEK 3 million for the three months ended May 31, 2005. Investments in vehicles and equipment was SEK 9 million and sales of fixed assets generated SEK 10 million in cash. Cash flow from financing activities was negative SEK 1 million for both years.

6




 

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The principal market risks (i.e., the risk of loss arising from adverse changes in market rates and prices) to which we are exposed are:

·              Interest rates on debt;

·              Foreign exchange rates;

·              Fuel prices; and

·              Inflation.

The following risk management discussion and the estimated amounts generated from analytical techniques are forward looking statements of the market risk assuming certain market conditions occur. Our actual results in the future may differ materially from these projected results due to actual developments in the global financial markets.

Interest Rates

We currently hedge parts of our exposure to interest rate fluctuations on our lease debt through the use of derivative instruments. We have entered into Swedish Kronor interest rate swaps and caps to fix a portion of the interest within the lease payments we make under the lease debt.

Based on the nominal value of the operational lease debt at May 31, 2006 of SEK 2,050 million, a 1% change in interest rates would increase lease charges by approximately SEK 20,5 million per annum. Senior secured notes outstanding at May 31, 2006 with a carrying value of SEK 1,205 million have been excluded from the above interest rate sensitivity analysis because they bear a fixed rate of interest.

Foreign Exchange

We are exposed to currency fluctuations on loans, primarily as a result of having to make interest payments in Euro on our senior note loan. We estimate that a 10% depreciation in the value of the Swedish Kronor against the Euro would increase our interest costs by approximately SEK 10,995 million per annum.

Fuel Prices

Nordic is also exposed to commodity price risk through its requirements for diesel fuel.  Diesel fuel is priced in the international commodity markets in US dollars. We purchase our diesel fuel requirements out of our operating revenue, which is largely denominated in Swedish Kronor. Therefore, we are exposed to currency fluctuation risk between the dollars and the Swedish Kronor. We currently have no hedges in place. We estimate that a 10% depreciation in the value of the Swedish Kronor against the dollar would increase our diesel fuel costs by approximately SEK 15 million per annum.

Inflation

Inflation had no material impact on our operations during the three months ended May 31, 2006 or the three months ended May 31, 2005. However, due to the nature of our contractual business where cost increases are compensated through movements in agreed indices (elements of total inflation) we are subject to under-compensation due to a mismatch between our industry costs and our relative level of compensation from the indices which the local transportation authorities use to compensate us.

7




 

CONCORDIA BUS NORDIC HOLDING AB
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FIRST QUARTER

(in millions of SEK except loss per share)

 

Note

 

March 1, 2006 –
May 31, 2006

 

March 1, 2005 –
May 31, 2005

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Net revenue

 

1

 

1,211

 

1,210

 

 

 

 

 

 

 

 

 

Fuel, tires and other consumables

 

 

 

(281

)

(270

)

Personnel costs

 

 

 

(632

)

(653

)

Operating lease charges

 

4

 

(108

)

(112

)

Other external costs

 

 

 

(159

)

(151

)

Gain (Loss) on sale of fixed assets

 

 

 

(4

)

(1

)

Depreciation and amortization

 

 

 

(57

)

(70

)

Operating Profit (Loss)

 

1

 

(30

)

(47

)

 

 

 

 

 

 

 

 

Interest income

 

 

 

1

 

1

 

Interest expense and similar items

 

2

 

(15

)

(47

)

Financial income and expenses

 

 

 

(14

)

(46

)

Loss after financial items

 

 

 

(44

)

(93

)

 

 

 

 

 

 

 

 

Taxes

 

 

 

 

0

 

 

 

 

 

 

 

 

 

Net loss for the period

 

 

 

(44

)

(93

)

 

 

 

 

 

 

 

 

Loss per share (in thousands of SEK)

 

 

 

(148

)

(311

)

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

8




 

CONCORDIA BUS NORDIC HOLDING AB
CONSOLIDATED BALANCE SHEETS

 

(In millions of SEK)

 

Note

 

May 31, 2006

 

Feb 28, 2006

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

 

Goodwill

 

 

 

213

 

211

 

Total intangible fixed assets

 

 

 

213

 

211

 

 

 

 

 

 

 

 

 

Buildings and land

 

 

 

4

 

4

 

Equipment, tools, fixtures and fittings

 

 

 

31

 

30

 

Vehicles

 

 

 

976

 

1,041

 

Total tangible fixed assets

 

 

 

1,011

 

1,075

 

 

 

 

 

 

 

 

 

Capitalized borrowing costs

 

 

 

31

 

33

 

Other long-term receivables

 

 

 

2

 

2

 

Total financial fixed assets

 

 

 

33

 

35

 

 

 

 

 

 

 

 

 

Total fixed assets

 

 

 

1,257

 

1,321

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

 

 

32

 

30

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

423

 

441

 

Other current receivables

 

 

 

117

 

94

 

Accrued income and prepaid expenses

 

 

 

133

 

122

 

Total receivables

 

 

 

673

 

657

 

 

 

 

 

 

 

 

 

Cash and bank balances

 

3,8

 

223

 

192

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

928

 

879

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

2,185

 

2,200

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

9




 

CONCORDIA BUS NORDIC HOLDING AB
CONSOLIDATED BALANCE SHEETS

 

(in millions of SEK)

 

Note

 

May 31, 2006

 

Feb 28, 2006

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted equity

 

 

 

 

 

 

 

Share capital (300 shares at par value SEK 1,000)

 

 

 

0

 

0

 

Restricted reserves

 

 

 

132

 

132

 

Total restricted equity

 

 

 

132

 

132

 

 

 

 

 

 

 

 

 

Non-restricted equity

 

 

 

 

 

 

 

Retained earnings

 

 

 

(482

)

75

 

Net loss

 

 

 

(44

)

(557

)

 

 

 

 

 

 

 

 

Total non-restricted equity

 

 

 

(526

)

(482

)

 

 

 

 

 

 

 

 

Total shareholder’s equity

 

7

 

(394

)

(350

)

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions:

 

 

 

 

 

 

 

Provisions for pensions and similar commitments

 

 

 

44

 

44

 

Other provisions

 

 

 

12

 

18

 

Total provisions

 

 

 

56

 

62

 

 

 

 

 

 

 

 

 

Non current liabilities

 

 

 

 

 

 

 

Financial leasing obligations

 

3

 

22

 

24

 

Bonds, issued

 

3

 

1,205

 

1,230

 

Liabilities due to group companies

 

3

 

255

 

255

 

Total non current liabilities

 

 

 

1,482

 

1,509

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term portion of financial leasing obligations

 

3

 

9

 

8

 

Accounts payable

 

 

 

139

 

185

 

Liabilities due to group companies

 

 

 

25

 

16

 

Other current liabilities

 

 

 

175

 

156

 

Accrued expenses and deferred income

 

 

 

693

 

614

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

1,041

 

979

 

 

 

 

 

 

 

 

 

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

 

 

2,185

 

2,200

 

 

 

 

 

 

May 31, 2006

 

Feb 28, 2006

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

 

 

 

 

 

 

 

 

PLEDGED ASSETS AND CONTINGENT LIABILITIES

 

5

 

 

 

 

 

 

 

 

 

 

 

 

 

Pledged assets

 

 

 

1,913

 

1,996

 

Contingent liabilities

 

 

 

 

 

TOTAL PLEDGED ASSETS AND CONTINGENT LIABILITIES

 

 

 

1,913

 

1,996

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

 

10




 

CONCORDIA BUS NORDIC HOLDING AB
CONSOLIDATED CASH FLOW STATEMENTS

 

 

Note

 

Group
March 1, 2006 –
May 31, 2006

 

Group
March 1, 2005 –
May 31, 2005

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Cash flow from operating activities

 

 

 

 

 

 

 

Loss after financial items

 

 

 

(44

)

(93

)

- Reversal of depreciation and amortization

 

 

 

57

 

70

 

- Reversal of capital (gains) losses

 

 

 

4

 

1

 

- Reversal of change of provisions

 

 

 

(6

)

(14

)

- Reversal of capitalized cost write-offs

 

 

 

2

 

2

 

Change in interest receivables

 

 

 

(1

)

0

 

Change in interest liabilities

 

 

 

35

 

33

 

Paid taxes

 

 

 

(1

)

(2

)

Unrealised exchange loss/(gain)

 

 

 

(25

)

12

 

 

 

 

 

21

 

9

 

 

 

 

 

 

 

 

 

Change in working capital

 

 

 

 

 

 

 

Increase (-)/decrease (+) in stock

 

 

 

(2

)

0

 

Increase (-)/decrease (+) in current receivables

 

 

 

(15

)

4

 

Increase (+)/decrease (-) in current liabilities

 

 

 

27

 

(29

)

 

 

 

 

 

 

 

 

Net cash flow provided by/(used in) operating activities

 

 

 

31

 

(16

)

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

Investments in land, buildings, machinery and equipment

 

 

 

(9

)

(5

)

Sales of land, buildings, machinery and equipment

 

 

 

10

 

8

 

Investments in financial fixed assets

 

 

 

 

 

Divestments in financial fixed assets

 

 

 

 

 

Net cash flow provided by/(used in) investing activities

 

 

 

1

 

3

 

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

Payments of financial lease obligation

 

 

 

(1

)

(1

)

Net cash flow provided by/(used in) financing activities

 

 

 

(1

)

(1

)

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND BANK BALANCES

 

 

 

31

 

(14

)

 

 

 

 

 

 

 

 

CASH AND BANK BALANCES AT BEGINNING OF PERIOD

 

 

 

192

 

175

 

 

 

 

 

 

 

 

 

Translation difference

 

 

 

0

 

3

 

 

 

 

 

 

 

 

 

CASH AND BANK BALANCES AT END OF PERIOD

 

 

 

223

 

164

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

11




CONCORDIA BUS NORDIC HOLDING AB
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(All amounts in millions of SEK unless otherwise stated)

Organization

Concordia Bus Nordic Holding AB, together with its subsidiaries (“Nordic”), is a Swedish registered limited liability company, wholly owned subsidiary to Concordia Bus AB (Reg. No. 556576-4569, domiciled in Stockholm), which is the ultimate parent company.

The operations of Nordic consist of providing regular bus services under contract through its subsidiaries to transit authorities in Sweden, Norway and Finland. In addition to contracted services, Nordic also supplies extensive express bus services over major portions of Sweden, as well as charter and tour bus services, mainly in Gothenburg and Stockholm. In addition to the contracted services, Nordic also operates extensive Inter city express bus services between major cities of Sweden, as well as charter and tour bus services, mainly in Gothenburg, Malmö and Stockholm region.

Accounting principles

The same accounting policies and methods of computation are followed for the three months ended May 31, 2006 consolidated financial statements as compared with the most recent annual financial statements, with the exception that, regarding intangible assets, IAS 38 is followed.

Going concern

Concordia Bus AB is a Holding Company the sole assets of which are the shares in Concordia Bus Nordic Holding which, in turn, owns 100% of the shares in Concordia Bus Nordic. Concordia Bus Nordic has interest-bearing liabilities amounting to SEK 1,236 million, including financial leasing agreements but excluding operational leasing agreements.  Concordia Bus Nordic’s ability to pay interest and make loan repayments on the outstanding bond loan and other obligations is conditional on the underlying subsidiaries generating sufficient profits available for distribution and a cash surplus such that payment of interest and debt repayment is possible.  This also means that Concordia Bus AB’s ability to pay interest on and amortize its debts (the mezzanine loan) is conditional on profits being transferred from Concordia Bus Nordic and from Concordia Bus Nordic Holding to Concordia Bus AB.  It is evident from the consolidated income statement for Concordia Bus AB as per May 31, 2006 that profits from the underlying subsidiaries are insufficient to cover the parent company’s costs for the threee months March 1– May 31, 2006.

The conversion of the Euro 160 million bond loan into share capital has restored the group’s equity and the liquidity contribution which was then made to the group has been crucial for the assumption regarding continued operation of the business at the time of preparation of this annual report.

The group’s long-term ability to continue its operations is dependent on continued cost saving measures and on the group succeeding in future procurements, thereby improving cash flow and results from the operations.  The group’s reduced indebtedness provides an improved cash flow in the financing operation.  In addition, Concordia Bus and its subsidiaries are continuing to implement radical changes in the operational business as well as changes in the administrative structure and also certain changes in the company’s capital structure.  The group also sees signs of significant improvement in the compensation levels in new procurements with CPTAs.  The business plan that has been prepared shows an improvement in the result by 200 million in the coming year and an operating result without loss in two years’ time.

12




 

CONCORDIA BUS NORDIC HOLDING AB
NOTES TO FINANCIAL STATEMENTS

Note 1. Net revenue and operating profit (loss) by segment

Revenue

 

March 1, 2006 – May 31,
2006

 

March 1, 2005 – May 31,
2005

 

CPTA – Sweden

 

866

 

861

 

CPTA – Norway

 

107

 

88

 

CPTA – Finland

 

94

 

109

 

Total CPTA

 

1,067

 

1,058

 

Express

 

87

 

83

 

Interbus

 

35

 

36

 

Total bus operations

 

1,189

 

1,177

 

Other revenue and group elimination

 

22

 

33

 

Total revenue

 

1,211

 

1,210

 

 

Operating profit (loss) by segment, before overhead allocation.

Operating profit (loss)

 

March 1, 2006 – May 31,
2006

 

March 1, 2005 – May 31,
2005

 

CPTA – Sweden

 

(8

)

(27

)

CPTA – Norway

 

2

 

9

 

CPTA – Finland

 

(6

)

(3

)

Total CPTA

 

(12

)

(21

)

Express

 

1

 

0

 

Interbus

 

2

 

0

 

Total Express and Interbus

 

3

 

0

 

Total bus operations

 

(9

)

(21

)

Goodwill amortization

 

 

(3

)

Head office items and others

 

(21

)

(23

)

Total operating profit

 

(30

)

(47

)

 

Note 2. Interest expense and similar items

MSEK

 

March 1, 2006 – May 31,
2006

 

March 1, 2005 – May 31,
2005

 

Interest cost payable

 

(36

)

(33

)

Amortization of deferred financing costs

 

(2

)

(2

)

Other financial charges

 

(2

)

(2

)

Foreign exchange gains/(losses)

 

25

 

(10

)

Total

 

(15

)

(47

)

 

13




 

Note 3. Liabilities to credit institutions and net indebtedness

MSEK

 

May 31, 2006

 

Feb 28, 2006

 

Euro 130 million - Senior Secured Notes 9,125

 

1,205

 

1,230

 

Liabilities to credit institutions

 

1,205

 

1,230

 

Long term portion of finace lease obigations

 

22

 

24

 

Short term portion of finance lease obligations

 

9

 

8

 

Total debt

 

1,236

 

1,262

 

 

 

 

 

 

 

Less Cash and bank balance

 

(223

)

(192

)

Net indebtedness

 

1,013

 

1,070

 

 

 

 

 

 

 

Total debt

 

1,236

 

1,262

 

Short term portion of finance lease obligations

 

(9

)

(8

)

Total long term debt

 

1,227

 

1,254

 

 

Note 4. Operating leases

The Net Present values of the future lease payments for rentals are as follows:

MSEK

 

May 31, 2006

 

Feb 28, 2006

 

Net present value of future lease payments

 

 

 

 

 

- Vehicles

 

1,075

 

1,020

 

- Real estate and other

 

37

 

39

 

Total

 

1,112

 

1,059

 

 

Note 5. Pledged assets and contingent liabilities

MSEK

 

May 31, 2006

 

February 28,
2006

 

Pledged shares in subsidiaries

 

798

 

820

 

Floating charge certificates

 

117

 

117

 

Pledged assets

 

998

 

1,059

 

Total

 

1,913

 

1,996

 

 

As a result of the refinancing of Concordia Bus Nordic AB in January 2004, the security package has been renegotiated. The following securities exist as of May 31, 2006:

Concordia Bus Nordic Holding AB has pledged the shares of Concordia Bus Nordic AB;

Concordia Bus Nordic AB has pledged the shares of

Swebus Fastigheter AB,

Swebus AB,

Concordia Bus Finland Oy AB,

Swebus Busco AB,

Ingenior M.O. Schoyens Bilcentraler AS,

Swebus Express AB,

Interbus AB

14




 

Swebus Fastigheter AB has pledged the shares of

Alpus AB,

Enköping-Bålsta Fastighets AB, and

Malmfältens Omnibus AB;

Swebus Busco AB has granted pledge over its buses in aggregate amount of SEK 707,656,283;

Ingenior M.O. Schoyens Bilcentraler AS granted pledge over its assets in aggregate amount of SEK 234,511,380;

Concordia Bus Nordic AB, Interbus AB and Swebus AB has granted pledge over restricted cash in aggregate amount of SEK 55,347,492

Concordia Bus Finland Oy AB has granted pledge over floating charge certificates in an aggregate amount of EUR 1,194,134 ;

Swebus AB has granted pledge over floating charge certificates in an aggregate amount of SEK 100,000,000;

Alpus AB has granted pledge over floating charge certificates in an aggregate amount of SEK 600,000;

Enköping-Bålsta Fastighets AB has granted pledge over floating charge certificates in aggregate amount of SEK 2,400,000;

Malmfältens Omnibus AB has granted pledge over floating charge certificates in an aggregate amount of SEK 2,500 000.

Note 7. Equity

MSEK

 

Restricted equity

 

Unrestricted
equity

 

Total equity

 

Opening balance March 1, 2006

 

132

 

(482

)

(350

)

Net loss for the period

 

 

(44

)

(44

)

Change in cumulative translation adjustment

 

 

 

 

Ending balance May 31, 2006

 

132

 

(526

)

(394

)

 

Note 8. Cash and cash equivalents

MSEK

 

May 31, 2006

 

Feb 28, 2006

 

Cash and bank balances

 

120

 

89

 

Restricted cash*

 

103

 

103

 

Total

 

223

 

192

 

 


* Restricted cash represent cash deposited for cash collateral in order to obtain bank guarantees in Concordia Bus Nordic AB, Ingenior M.O. Schoyens Bilcentraler AS, Swebus AB, Interbus AB, and Swebus Express AB. Ingenior M.O. Schoyens Bilcentraler AS and Swebus AB has also deposited cash collateral in connection with lease facilities.

15




SWEBUS AB
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE FIRST QUARTER

(in millions of SEK except loss per share)

 

Note

 

March 1, 2006 –
May 31, 2006

 

March 1, 2005 –
May 31, 2005

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Net revenue

 

 

 

884

 

883

 

 

 

 

 

 

 

 

 

Fuel, tires and other consumables

 

 

 

(215

)

(200

)

Personnel costs

 

 

 

(458

)

(484

)

Operating lease charges

 

2

 

(134

)

(151

)

Other external costs

 

 

 

(108

)

(98

)

Gain (Loss) on sale of fixed assets

 

 

 

(2

)

(1

)

Depreciation and amortization

 

 

 

(3

)

(4

)

Operating Profit (Loss)

 

 

 

(36

)

(55

)

 

 

 

 

 

 

 

 

Interest income

 

 

 

11

 

1

 

Interest expense and similar items

 

1

 

(1

)

(27

)

Financial income and expenses

 

 

 

10

 

(26

)

Loss after financial items

 

 

 

(26

)

(81

)

 

 

 

 

 

 

 

 

Loss for the period

 

 

 

(26

)

(81

)

 

 

 

 

 

 

 

 

Loss per share (in SEK)

 

 

 

(8,759

)

(27,119

)

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

16




 

SWEBUS AB
CONSOLIDATED BALANCE SHEETS

(In millions of SEK)

 

Note

 

May 31, 2006

 

February 28, 2006

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings and land

 

 

 

3

 

3

 

Equipment, tools, fixtures and fittings

 

 

 

13

 

14

 

Vehicles

 

 

 

30

 

31

 

Total tangible fixed assets

 

 

 

46

 

48

 

 

 

 

 

 

 

 

 

Shares in subsidiaries

 

 

 

1

 

1

 

Total financial fixed assets

 

 

 

1

 

1

 

 

 

 

 

 

 

 

 

Total fixed assets

 

 

 

47

 

49

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Inventories

 

 

 

25

 

23

 

 

 

 

 

 

 

 

 

Accounts receivable

 

 

 

327

 

350

 

Other current receivables

 

 

 

46

 

41

 

Receivable due from group companies

 

 

 

505

 

493

 

Accrued income and prepaid expenses

 

 

 

106

 

104

 

Total receivables

 

 

 

984

 

988

 

 

 

 

 

 

 

 

 

Cash and bank balances

 

 

 

157

 

176

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

1,166

 

1,187

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

 

 

1,213

 

1,236

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

17




 

SWEBUS AB
CONSOLIDATED BALANCE SHEETS

(in millions of SEK)

 

Note

 

May 31, 2006

 

February 28, 2006

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

SHAREHOLDERS’ EQUITY AND LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shareholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Restricted equity

 

 

 

 

 

 

 

Share capital (3000 shares at par value SEK 100)

 

 

 

0

 

0

 

Restricted earnings

 

 

 

0

 

0

 

Total restricted equity

 

 

 

0

 

0

 

 

 

 

 

 

 

 

 

Non-restricted equity

 

 

 

 

 

 

 

Retained earnings

 

 

 

225

 

531

 

Net loss

 

 

 

(26

)

(306

)

 

 

 

 

 

 

 

 

Total non-restricted equity

 

 

 

199

 

225

 

 

 

 

 

 

 

 

 

Total shareholder’s equity

 

3

 

199

 

225

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Provisions:

 

 

 

 

 

 

 

Provisions for pensions and similar commitments

 

 

 

3

 

3

 

Provisions for loss contracts

 

 

 

12

 

17

 

Other liabilities

 

 

 

-

 

11

 

Total provisions

 

 

 

15

 

31

 

 

 

 

 

 

 

 

 

Non current liabilities

 

 

 

 

 

 

 

Financial leasing obligations

 

 

 

1

 

2

 

Liabilities due to group companies

 

 

 

266

 

266

 

Total non current liabilities

 

 

 

267

 

268

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Short-term portion of financial leasing obligations

 

 

 

3

 

3

 

Accounts payable

 

 

 

94

 

112

 

Liabilities due to group companies

 

 

 

20

 

45

 

Other current liabilities

 

 

 

118

 

95

 

Accrued expenses and deferred income

 

 

 

497

 

457

 

 

 

 

 

 

 

 

 

Total current liabilities

 

 

 

732

 

712

 

 

 

 

 

 

 

 

 

TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES

 

 

 

1,213

 

1,236

 

 

 

 

 

 

May 31, 2006

 

February 28, 2006

 

 

 

 

 

(Unaudited)

 

 

 

PLEDGED ASSETS AND CONTINGENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Pledged assets

 

 

 

 

 

 

 

Floating charges

 

 

 

100

 

100

 

Contingent liabilities

 

 

 

 

 

 

 

Guarantee on behalf of Concordia Bus Nordic AB

 

 

 

1,205

 

1,230

 

Other contingent liabilities

 

 

 

12

 

12

 

TOTAL PLEDGED ASSETS AND CONTINGENT LIABILITIES

 

 

 

1,317

 

1,342

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

18




 

SWEBUS AB
CONSOLIDATED CASH FLOW STATEMENTS

 

 

Note

 

March 1, 2006 –
May 31, 2006

 

March 1, 2005 –
May 31, 2005

 

 

 

 

 

(Unaudited)

 

(Unaudited)

 

Cash flow from operating activities

 

 

 

 

 

 

 

Loss after financial items

 

 

 

(26

)

(81

)

- Reversal of depreciation and amortization

 

 

 

3

 

4

 

- Reversal of capital (gains) losses

 

 

 

2

 

1

 

- Reversal of change of provisions

 

 

 

(6

)

(13

)

Change in interest receivables

 

 

 

(11

)

(1

)

Change in interest liabilities

 

 

 

5

 

(37

)

Paid tax

 

 

 

(1

)

(1

)

 

 

 

 

(34

)

(128

)

 

 

 

 

 

 

 

 

Change in working capital

 

 

 

 

 

 

 

Increase (-)/decrease (+) in stock

 

 

 

(2

)

(1

)

Increase (-)/decrease (+) in current receivables

 

 

 

15

 

860

 

Increase (+)/decrease (-) in current liabilities

 

 

 

6

 

(711

)

 

 

 

 

 

 

 

 

Net cash flow provided by (used in) operating activities

 

 

 

(15

)

24

 

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

 

 

 

 

 

 

Investments in land, buildings, machinery and equipment

 

 

 

(3

)

(2

)

Sales of land, buildings, machinery and equipment

 

 

 

0

 

0

 

Net cash flow used in investing activities

 

 

 

(18

)

22

 

 

 

 

 

 

 

 

 

Cash flow from financing activities

 

 

 

 

 

 

 

Payments of long-term borrowings

 

 

 

(1

)

(1

)

Net cash flow provided by (used in) financing activities

 

 

 

(1

)

(1

)

 

 

 

 

 

 

 

 

INCREASE (DECREASE) IN CASH AND BANK BALANCES

 

 

 

(19

)

21

 

 

 

 

 

 

 

 

 

CASH AND BANK BALANCES AT BEGINNING OF PERIOD

 

 

 

176

 

131

 

 

 

 

 

 

 

 

 

CASH AND BANK BALANCES AT END OF PERIOD

 

 

 

157

 

152

 

 

The accompanying notes are an integral part of these Consolidated Interim Financial Statements

19




 

SWEBUS AB
NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (Unaudited)
(All amounts in millions of SEK unless otherwise stated)

Organization

Swebus AB (“Swebus”) is a Swedish registered limited liability company, wholly owned by Concordia Bus Nordic AB (reg no 556031-8569) with its registered office in Stockholm, Sweden. The final operational parent company is Concordia Bus AB. The primary operations of Swebus consist of providing regular bus services under contract to transit authorities in Sweden.

Accounting principles

The financial statements of Swebus have been prepared in accordance with accounting principles generally accepted in Sweden (“Swedish GAAP”) and, thus, have been prepared in accordance with the Swedish Annual Accounts Act, as well as in accordance with recommendations and statements from the recommendations of the Swedish Accounting Standards Board (“Bokföringsnämnden” or “BFN”). Swebus’ accounting policies have been applied consistently in all periods presented.

20




 

SWEBUS AB
NOTES TO FINANCIAL STATEMENTS

Note 1. Interest expense and similar items

MSEK

 

March 1, 2006 –
May 31, 2006

 

March 1, 2005 –
May 31, 2005

 

Interest cost payable

 

(5

)

(23

)

Other financial charges

 

(0

)

(1

)

Foreign exchange gains/(losses)

 

4

 

(3

)

Total

 

(1

)

(27

)

 

Note 2. Operating leases

The Net Present values of the future lease payments for rentals are as follows:

MSEK

 

May 31, 2006

 

February 28, 2006

 

Net present value of future lease payments

 

 

 

 

 

- Vehicles

 

871

 

798

 

- Real estate and other

 

37

 

39

 

Total

 

908

 

837

 

 

Note 3. Equity

MSEK

 

Restricted equity

 

Unrestricted equity

 

Total equity

 

Opening balance March 1, 2006

 

0

 

225

 

225

 

Net loss for the period

 

 

(26

)

(26

)

Ending balance May 31, 2006

 

0

 

199

 

199

 

 

21




 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

Concordia Bus Nordic Holding AB (publ)

 

 

 

(Registrant)

 

 

 

 

 

 

 

Date

September 1, 2006

 

By:

/s/ Per Skärgård

 

 

 

 

 

 

Per Per Skärgård

 

 

 

 

 

 

Chief Financial Officer