UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 20-F

(Mark One)

 

 

 

 

 

o

 

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

OR

 

x

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

For the fiscal year ended December 31, 2006

OR

 

o

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

 

OR

 

o

 

SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

000-22828 Commission file number

CONCORDIA BUS NORDIC AB (publ)
(Exact name of Registrant as specified in its charter)

SWEDEN
(Jurisdiction of incorporation or organization)

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

Securities registered or to be registered pursuant to Section 12(b) of the Act: None

Securities registered or to be registered pursuant to Section 12(g) of the Act: None

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:

NONE

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

160,000 shares of Common Stock as of December 31, 2006

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes  o      No  x

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.

Yes  o      No  x

Note—Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934 from their obligations under those Sections.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes  o      No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o                Accelerated filer o                Non-accelerated  filer x

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes  o      No  x

Indicate by check mark which financial statement item the registrant has elected to follow.

Item 17 x            Item 18 o

 




TABLE OF CONTENTS

PART I

Item 1.

 

Identity Of Directors, Senior Management And Advisors

 

3

Item 2.

 

Offer Statistics And Expected Timetable

 

3

Item 3.

 

Key Information

 

3

 

A.

Selected Financial Data

 

3

 

B.

Capitalization And Indebtedness

 

6

 

C.

Reasons For The Offer And Use Of Proceeds

 

6

 

D.

Risk Factors

 

7

Item 4.

 

Information On The Company

 

14

 

A.

History And Development Of The Company

 

14

 

B.

Business Overview

 

14

 

C.

Organizational Structure

 

23

 

D.

Property, Plant And Equipment

 

23

Item 5.

 

Operating And Financial Review And Prospects

 

24

 

A.

Operating Results

 

24

 

B.

Liquidity And Capital Resources

 

32

 

C.

Research And Development, Patents, Licences, Etc.

 

34

 

D.

Trend Information

 

34

 

E.

Off-Balance Sheet Arrangements

 

34

 

F.

Tabular Disclosure of Contractual Obligations

 

35

Item 6.

 

Directors, Senior Management And Employees

 

35

 

A.

Directors And Senior Management

 

35

 

B.

Compensation

 

37

 

C.

Board Practices

 

37

 

D.

Employees

 

37

 

E.

Share Ownership

 

38

Item 7.

 

Major Shareholders And Related Party Transactions

 

38

 

A.

Major Shareholders

 

39

 

B.

Related Party Transactions

 

39

 

C.

Interests Of Experts And Counsel

 

39

Item 8.

 

Financial Information

 

39

 

A.

Consolidated Statements And Other Financial Information

 

39

 

B.

Significant Changes

 

39

Item 9.

 

The Offer And Listing

 

40

 

A.

Market Price Information

 

40

 

B.

Markets

 

40

Item 10.

 

Additional Information

 

40

 

A.

Share Capital

 

40

 

B.

Memorandum And Articles Of Association

 

40

 

C.

Material Contracts

 

40

 

D.

Exchange Controls

 

43

 

E.

Taxation

 

43

 

F.

Dividends And Paying Agents

 

46

 

G.

Statement By Experts

 

46

 

H.

Documents On Display

 

46

 

I.

Subsidiary Information

 

47

Item 11.

 

Quantitative And Qualitative Disclosures About Market Risk

 

47

Item 12.

 

Description Of Securities Other Than Equity Securities

 

48

 

 

PART II

 

 

Item 13.

 

Defaults, Dividend Arrearages And Delinquencies

 

48

Item 14.

 

Material Modifications To The Rights Of Security Holders And Use Of Proceeds

 

48

Item 15.

 

Controls And Procedures

 

48

Item 16A.

 

Audit Committee Financial Expert

 

48

Item 16B.

 

Code Of Ethics

 

48

Item 16C.

 

Principal Accountant Fees And Services

 

49

Item 16D.

 

Exemptions From The Listing Standards For Audit Committees

 

49

 

 

 

 

 

 

1




 

Item 16E.

 

Purchases Of Equity Securities By The Issuer And Affiliated Purchasers

 

49

PART III

Item 17.

 

Financial Statements

 

50

Item 18.

 

Financial Statements

 

51

Item 19.

 

Exhibits

 

51

 

 

Signatures

 

54

 

CAUTIONARY NOTICE REGARDING FORWARD LOOKING STATEMENTS

This annual report includes forward looking statements.  We have based these forward looking statements on our current expectations and projections about future events.  These forward looking statements can be identified by the use of forward looking terminology, including the terms “believe,” “estimate,” “anticipate,” “expect,” “intend,” “continue,” “may,” “will” or “should” or, in each case, their negative, or other variations or comparable terminology.  These forward looking statements include all matters that are not historical facts.  They appear under subheading “D.  Risk Factors” of “Item 3.  Key Information” and “Item 5.  Operating and Financial Review and Prospects” and elsewhere in this annual report and include statements regarding our intentions, beliefs or current expectations concerning, among other things, our results of operations, financial condition, liquidity, prospects, growth, strategies and the industry in which we operate.

By their nature, forward looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future.  We caution you that forward looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate may differ materially from those made in or suggested by the forward looking statements contained in this annual report.  In addition, even if our results of operations, financial condition and liquidity, and the development of the industry in which we operate are consistent with the forward looking statements contained in this annual report, those results or developments may not be indicative of results or developments in subsequent periods.  Important factors that could cause those differences include, but are not limited to:

·                  our substantial leverage and our ability to meet our debt service obligations;

·                  our ability to win and/or renew public contracts;

·                  downward pressure on prices resulting from competition in our industry;

·                  our exposure to cost increases that may not be sufficiently accounted for by the indexation terms in our contracts;

·                  potential changes in the funding provided to transportation authorities by governments;

·                  our ability to win contracts with a margin and return on capital commensurate with our cost structure;

·                  our ability to forecast the costs associated with contracts successfully;

·                  our ability to take advantage of terms in our lease agreements;

·                  our exposure to fluctuations in interest notes (leasing);

·                  our relations with our employees;

·                  our exposure to fluctuations in fuel prices;

·                  possible financial losses pursuant to our hedging strategies; and

·                  our exposure to currency exchange rate fluctuations.

We undertake no obligation to update publicly or to revise any forward looking statements, whether as a result of new information, future events or otherwise.  Furthermore, these forward looking statements may be materially impacted by the factors listed under subheading “D.  Risk Factors” of “Item 3.  Key Information”.  In light of these risks, uncertainties and

2




assumptions, the forward looking events discussed in this annual report might not occur.  You should not interpret statements regarding past trends or activities as representations that those trends or activities will continue in the future.

ENFORCEMENT OF CERTAIN CIVIL LIABILITIES

 Concordia Bus Nordic AB (publ) (“Concordia”) is organized under the laws of Sweden.  All of our directors, executive officers and our subsidiaries and the independent auditors named in this annual report are non-residents of the United States.  As a result, it may not be possible for investors to effect service of process within the United States upon us or such persons or to enforce against any of them judgments of US courts predicated upon civil liabilities under US federal securities laws.  Although we agree under the terms of the indenture relating to the senior secured notes to accept service of process in the United States by an agent designated for such purpose, it may not be possible for investors to (i) effect service of process within the United States upon our officers and directors and the independent auditors named herein and to (ii) realize in the United States upon judgments against such persons obtained in such courts predicated upon civil liabilities of such persons, including any judgments predicated upon US federal securities laws to the extent such judgments exceed such person’s US assets.  There is also doubt as to the enforceability in Sweden, in original actions or in actions for enforcement, of judgments of US courts predicted upon the civil liability provisions of the federal securities laws of the United States.

CURRENCY AND FINANCIAL STATEMENT PRESENTATION

Unless otherwise indicated, references in this annual report to “SEK,” “Swedish Krona” or “Swedish Kronor” are to the lawful currency of Sweden; references to “euro” or “€” are to the single currency of the participating Member States in the Third Stage of European Economic and Monetary Union of the Treaty Establishing the European Community, as amended from time to time; references to “Norwegian Kroner” or “NOK” are to the lawful currency of Norway; and references to “US dollars” or “$” are to the lawful currency of the United States of America.

The consolidated financial statements of Concordia are prepared in accordance with accounting principles generally accepted in Sweden (“Swedish GAAP”), which differ in certain respects from generally accepted accounting principles in certain other countries.  The significant differences between Swedish GAAP and accounting principles generally accepted in the United States of America (“US GAAP”) are discussed in Note 32 to the consolidated financial statements of Concordia included elsewhere in this annual report.

SUMMARY

Unless otherwise stated in this prospectus or unless the context otherwise requires, references to “Concordia”, “we,” or “our” are to Concordia Bus Nordic AB and, as the context may require, its subsidiaries [; references to “our indirect Parent” are to Concordia Bus AB (publ) and, as the context may require, its subsidiaries; references to “our direct Parent” or “the Parent Guarantor” are to Concordia Bus Nordic Holding AB and, as the context may require, its subsidiaries; references to “Swebus” are to Swebus AB; references to “Concordia Finland” are to Concordia Bus Finland Oy Ab; references to “SBC” are to Ingeniør M.O. Schøyens Bilcentraler AS; references to “SG” or the “Schøyen Group” are to Schøyen Group; and references to “Bus Holdings” are to Bus Holdings S.a.r.l.]

PART I

Item 1.  Identity of Directors, Senior Management and Advisers

Not applicable.

Item 2.  Offer Statistics and Expected Timetable

Not applicable.

Item 3.  Key Information

A.                                    Selected Financial Data

Previously, Concordia Bus Nordic Holding AB (“Holding”) was named Interbus Finans AB and was a wholly owned subsidiary of Concordia, which was wholly owned by Concordia Bus AB (“Bus”).  In January 2004, a reorganization

3




was performed whereby Concordia transferred to Bus its 100% share ownership of Interbus Finans AB.  Bus then transferred its shares in Concordia to Interbus Finans AB.  Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

This reorganization had the effect of creating a new holding company for Concordia from one of its dormant subsidiaries.  Holding is a non operating holding company that has no assets other than its shares in Concordia.  For periods after the reorganization, the consolidated financial position, results of operations and cash flows of Concordia are the same as that of Holding.  Since this was a reorganization of entities under common control, the consolidated financial statements contained in this annual report are presented as if Holding was in existence as the shareholder of Concordia for all periods presented.

The following tables set forth selected consolidated financial data derived from audited financial statements as of and for the years ended February 28, 2001, February 28, 2002, February 28, 2003, February 29, 2004 and February 28, 2005.

This information should be read in conjunction with the sections “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and the notes thereto included elsewhere in this annual report.

The consolidated financial statements of Concordia have been prepared in accordance with Swedish GAAP, which differ in certain significant respects from US GAAP.  The significant differences between Swedish GAAP and US GAAP are discussed in Note 32 to the consolidated financial statements of Holding included elsewhere in this annual report.

CONCORDIA BUS NORDIC HOLDING AB

SELECTED CONSOLIDATED FINANCIAL DATA

(SEK in millions, except per share amount and ratios)

 

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 29,

 

As of and for 
the year ended
February 28,

 

As of and 
for the year 
ended 
February 28,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

 

 

 

 

 

 

 

 

 

 

Statement of Operations

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

4,683

 

4,812

 

4,761

 

4,758

 

4,226

 

Operating expenses (f)

 

(4,671

)

(4,722

)

(4,544

)

(4,505

)

(3,999

)

Gain (loss) on sale of fixed assets

 

6

 

4

 

6

 

(4

)

20

 

Depreciation; amortization and Write-downs

 

(300

)

(350

)

(331

)

(372

)

(362

)

Operating profit (loss)

 

(282

)

(256

)

(108

)

(123

)

(115

)

Financial income and expense, net(a)

 

(274

)

(141

)

(146

)

(105

)

(104

)

Income taxes

 

(1

)

1

 

83

 

49

 

46

 

Net profit (loss)

 

(557

)

(396

)

(171

)

(179

)

(173

)

Net profit (loss) per share (in thousands of SEK)

 

(1,855

)

(1,320

)

(572

)

(596

)

(577

)

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

Total fixed assets

 

1,321

 

1,514

 

1,827

 

2,127

 

2,321

 

Of which: buses

 

1,041

 

1,228

 

1,491

 

1,793

 

1,971

 

Total current assets

 

879

 

772

 

1,024

 

757

 

1,035

 

Total assets

 

2,200

 

2,286

 

2,851

 

2,884

 

3,356

 

Share capital

 

0

 

0

 

0

 

0

 

0

 

Total shareholder’s equity

 

(350

)

(144

)

235

 

412

 

692

 

Total provisions

 

62

 

104

 

146

 

198

 

269

 

Total non-current liabilities

 

1,509

 

1,188

 

1,216

 

858

 

1,652

 

Total current liabilities

 

979

 

1,138

 

1,254

 

1,416

 

743

 

Total debt

 

1,501

 

1,488

 

1,589

 

1,497

 

1,691

 

Of which: Subordinated Shareholder Loan, net(b)

 

271

 

292

 

368

 

494

 

631

 

Of which: senior debt(c)

 

1,230

 

1,196

 

1,221

 

1,003

 

1,060

 

US GAAP:

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

(535

)

(385

)

(127

)

(168

)

(188

)

 

4




 

 

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 29,

 

As of and for 
the year ended
February 28,

 

As of and 
for the year 
ended 
February 28,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

Basic and diluted loss per share (in thousands of SEK)

 

(1,793

)

(1,283

)

(425

)

(560

)

(626

)

Total assets

 

2,446

 

3,006

 

3,561

 

3,579

 

4,041

 

Shareholder’s equity, end of year

 

267

 

453

 

826

 

952

 

1,231

 

Cash Flow Data

 

 

 

 

 

 

 

 

 

 

 

Cash flow from operations

 

(257

)

(99

)

24

 

(66

)

39

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow from investing activities

 

(74

)

(63

)

(11

)

(136

)

274

 

Cash flow from financing activities

 

345

 

(8

)

152

 

(95

)

(78

)

Total capital expenditures

 

134

 

112

 

32

 

216

 

43

 

Of which: capital expenditures on buses

 

123

 

100

 

15

 

182

 

21

 

Other Financial Data

 

 

 

 

 

 

 

 

 

 

 

Net present value of operating leases(d)

 

1,059

 

875

 

957

 

1,003

 

748

 

Ratio of earnings to fixed charges under Swedish GAAP(e)

 

 

 

0.0x

 

 

 

Ratio of earnings to fixed charges under US GAAP(e)

 

 

 

0.3x

 

 

 

 


(a)           Includes financing costs and other financial charges and unrealized exchange rate gains and losses on loans denominated in foreign currency.  The net foreign currency exchange gains and losses represented SEK 3 million for the year ended February 28, 2002, SEK 4 million for the year ended February 28, 2003, SEK (7) million for the year ended February 29, 2004, SEK 19 million for the year ended February 28, 2005 and SEK (46) million for the year ended February 28, 2006.

(b)           The Subordinated Shareholder Loan (defined below), net, reflects the combination of the net balance of the initial subordinated loan of SEK 501 million and aggregate group contributions received by Bus from Holding and its subsidiaries in exchange for tax losses from Bus and cash payments from Holding to Bus relating to servicing the €160,000,000 11.0% Senior Subordinated Notes due 2010 issued by Bus.  For a description of the Subordinated Shareholder Loan, see “Description of Other Material Indebtedness—Subordinated Shareholder Loan from Holding.”

(c)           Total senior debt includes long term senior debt and the short-term portion of long term senior debt to third parties including obligations under financial lease arrangements but excluding the Subordinated Shareholder Loan.  Holding believes that total senior debt is a useful supplement to total debt and other balance sheet data as it indicates the amount of debt Holding owes which ranked pari passu with the €130,000,000 9.125% Senior Secured Notes due August 1, 2009 issued by Concordia on January 22, 2004.

(d)           Net present value of operating leases represents the net present value of future minimum lease payments for vehicles, real estate and certain other leased assets under operating lease arrangements.

5




(e)           Ratio of earnings to fixed charges is expressed as net income before taxation plus fixed charges (interest expenses, amortization of financing fees and the interest component of operating leases) divided by fixed charges.  Earnings were inadequate to cover fixed charges by SEK 219 million under Swedish GAAP and by SEK 228 million under US GAAP for the year ended February 28, 2002.  For the year ended February 28, 2003 earnings were inadequate to cover fixed charges by SEK 228 million under Swedish GAAP and SEK 226 million under US GAAP.  For the year ended February 29, 2004 earnings were inadequate to cover fixed charges by SEK 254 million under Swedish GAAP and SEK 198 million under US GAAP.  For the year ended February 28, 2005 earnings were inadequate to cover fixed charges by SEK 397 million under Swedish GAAP and SEK 389 under US GAAP.  See Exhibit 12.1 to this annual report.

(f)            Operating expenses

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 29,

 

As of and for 
the year ended
February 28,

 

As of and for 
the year ended
February 28,

 

 

 

2006

 

2005

 

2004

 

2003

 

2002

 

 

 

SEK

 

SEK

 

SEK

 

SEK

 

SEK

 

Fuel, tires and other consumables

 

(1,113

)

(989

)

(929

)

(919

)

(805

)

Other external costs

 

(1,049

)

(1,127

)

(1,004

)]

(989

)

(854

)

Personnel costs

 

(2,509

)

(2,606

)

(2,611

)

(2,597

)

(2,340

)

Operating expenses

 

(4,671

)

(4,722

)

(4,544

)

(4,505

)

(3,999

)

 

The table below sets forth, for the periods and dates indicated, certain information concerning the exchange rate for the Swedish Krona against the US dollar based upon the noon buying rate in the City of New York for cable transfers in Swedish Krona as announced by the Federal Reserve Bank of New York for customs purposes (the “SEK Noon Buying Rate”).  We provide these rates for your convenience only, and they are not the rates of exchange we used to prepare our consolidated financial statements used elsewhere in this annual report.  We are not representing that Swedish Krona amounts have been or would be converted into U.S. dollars at any of the exchange rates indicated.  The SEK Noon Buying Rate expressed in US dollars as of August 26, 2005 was $[·]

 

 

Period End

 

Average

 

High

 

Low

 

Fiscal Year

 

 

 

 

 

 

 

 

 

Ended February 28, 2001

 

9.8150

 

9.3723

(a)

10.3600

 

8.5330

 

Ended February 28, 2002

 

10.4700

 

10.5832

(a)

11.0270

 

9.6730

 

Ended February 28, 2003

 

8.5050

 

9.3218

(a)

10.500

 

8.4100

 

Ended February 29, 2004

 

7.4330

 

7.8456

(a)

8.7030

 

7.0850

 

Ended February 28, 2005

 

6.8275

 

7.3002

(a)

7.7725

 

6.5939

 

Month

 

 

 

 

 

 

 

 

 

February 2005

 

 

 

 

 

7.1114

 

6.8275

 

March 2005

 

 

 

 

 

7.0716

 

6.7312

 

April 2005

 

 

 

 

 

7.1627

 

7.0018

 

May 2005

 

 

 

 

 

7.4108

 

7.0850

 

June 2005

 

 

 

 

 

7.8114

 

7.4373

 

July 2005

 

 

 

 

 

7.9218

 

7.7225

 

August (through August 26, 2005)

 

 

 

 

 

 

 

 

 

 


(a)           The average of the SEK Noon Buying Rate on the last day of each month during the applicable period.

B.                                    Capitalization and Indebtedness

Not applicable.

C.                                    Reasons For the Offer and Use of Proceeds

Not applicable.

6




D.                                    Risk Factors

Concordia is a holding company with no revenue generating operations of its own as a result our financial condition could be adversely affected if our subsidiaries do not make distributions to us.

Concordia is a holding company.  Our principal asset is our investment in our subsidiaries.  We conduct no business or operations except through direct and indirect subsidiaries.  Our ability to service our indebtedness, including the €130,000,000 9.125% Senior Secured Notes due August 1, 2009 (the “Senior Notes”), and our indebtedness to Bus of approximately SEK 271 million is entirely dependent upon the receipt of funds from our subsidiaries by means of dividends, interest, intercompany loans or otherwise.  The ability of our subsidiaries to make those funds available to us is subject to, among other things, applicable corporate and other laws and restrictions contained in agreements to which such subsidiaries may be subject.  We cannot assure you that our subsidiaries will be in a position to make funds available to us.  Although the indenture related to the Senior Notes limits the ability of such subsidiaries to enter into consensual restrictions on their ability to pay dividends and make other payments to us, such limitations are subject to a number of significant qualifications.  Also, according to Swedish law, our subsidiaries may only pay dividends to us to the extent that they have distributable earnings.   Their failure to have such distributable earnings in the future could have a material adverse effect on our financial condition.

To service our debt, we will require a significant amount of cash.  If our subsidiaries do not generate sufficient cash, our parent companies may default on our respective debt which could have a material adverse effect on our business.

Our ability to make payments on and to refinance our debt, including the Senior Notes, will depend on our subsidiaries’ ability to generate cash in the future and our subsidiaries’ ability to generate distributable earnings or other funds available for that purpose.  For the year ended February 28, 2006 we spent €11.9 million to service our debt.  Our subsidiaries ability to generate cash is, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control.

We sustained operating losses of SEK 282 million for the year ended February 28, 2006, 256 million for the year ended February 28, 2005 and SEK 108 million for the year ended February 29, 2004  We sustained net losses of SEK 557 million for the year ended February 28, 2006, 396 million for the year ended February 28, 2005 and SEK 171 million for the year ended February 29, 2004.

We may need to refinance all or a portion of our and our subsidiaries’ debt, including the Senior Notes, on or before maturity.  We may not be able to refinance any of such debt, including debt under the Senior Notes, on commercially reasonable terms or at all, which could have a material adverse effect on our business.

Further, our parent companies’ ability to make payments on the Mezzanine Facility is currently wholly dependent upon our and our subsidiaries’ ability to make payments in connection with the Subordinated Shareholder Loan and the Capital Contribution, as well as our and our subsidiaries’ ability to generate distributable earnings for that purpose.  Although we believe that, after making payments permitted in respect of the Subordinated Shareholder Loan and the Capital Contribution, we will have available distributable earnings to make payments in respect of the Senior Notes, we cannot assure you we will have sufficient distributable earnings to do so.  Any failure to provide funds to our parent companies’ sufficient to make interest payments on the Mezzanine Facility could result in a default under the Mezzanine Facility.  A default on the Mezzanine Facility could result in an insolvency of Bus, which would accelerate payment on the Senior Notes in accordance with the terms of the indenture.  Even if Bus did not suffer an insolvency, such default could limit our ability to obtain funding on commercially acceptable terms or at all, which could have a material adverse effect on our business.

We expect that Holding and Bus will seek to cause us to make funds available for interest payments in connection with their indebtedness.  The making of such distributions to our parent companies could have a material adverse effect on all results of operations or financial condition.

We are a wholly owned indirect subsidiary of Bus.  The terms of the Parent Notes require Bus to make semi-annual interest payments which, in fiscal 2005, on an annualized basis equaled €17.6 million.  Bus did not make its last payment and in connection with the restructuring expects that the Parent Notes will be converted into common shares representing 97.5% of the common equity in Bus and that the remainder will be reduced to 25% of their face value.  In connection with that restructuring Holding has borrowed €25,000,000 to pay for the expenses of the restructuring and Bus intends to borrow an additional €45,000,000 (together, the “Mezzanine Facility”) of which approximately €13,000,000 Bus intends to contribute to us, via Holding, as an equity contribution.  A portion of the net proceeds received from the issuance of the Parent Notes was loaned to us by Bus pursuant to a subordinated intercompany loan (the “Subordinated Shareholder Loan”) and which bears

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interest at a rate of 11% and matures on February 14, 2010 and which, in connection with the restructuring, was transferred to Holding.  As of February 28, 2005 the outstanding balance of the Subordinated Shareholder Loan is approximately SEK €  167,000,000.  Holding will have to make interest payments of approximately €[•] million in connection with its borrowing until it is repaid with the proceeds of the Mezzanine Facility and Bus will have to make substantial and greater interest payments once it had drawn down the Mezzanine Facility.  The terms of the Senior Notes permit us to make distributions to our parent companies, whether in the form of dividends, distributions, advances or otherwise for the purpose of making these semi-annual interest payments.  To the extent allowed by Swedish law, we intend to make such distributions to our parent companies via dividends, by making interest payments on the Subordinated Shareholder Loan and the Mezzanine Facility, or by repaying the principal on the Subordinated Shareholder Loan accordingly to Swedish law, we can only pay dividends to our parent companies to the extent we have distributable earnings.

Our substantial leverage could adversely affect our ability to run our business.

We have now and will continue to have a significant amount of debt.  As of February 28, 2006, our total consolidated debt was approximately SEK 1,517 million, of which total consolidated senior debt was approximately SEK 1,230 million and our shareholders deficit was SEK (350) million.  We also have substantial payment obligations under our operating leases.  The present value of future lease payments for our operating leases February 28, 2006, was SEK 1,059million, SEK 875 million as of February 28, 2005 and SEK 957 million as of February 29, 2004.

In addition, we expect that Holding and Bus will seek to cause us to make funds available to them, in excess of our obligations in respect of the Subordinated Shareholder Loan and the Capital Contribution, in respect of our parent companies’ interest payment obligations under the Mezzanine Facility. 

Our and our subsidiaries’ substantial debt, and such need to provide funds to our parent companies, could have important consequences for you.  For example, it could among other things:

·              make it more difficult for us to satisfy our obligations under the Senior Notes;

·              limit our ability to fund our working capital, capital expenditures and general corporate requirements;

·              limit our ability to borrow additional funds;

·              limit our ability to enter into leases for buses;

·              require us to dedicate a substantial portion of our cash flow from operations to payments on our debt, thereby reducing the funds available to us for other purposes;

·              make us more vulnerable to economic downturns; and

·              reduce our flexibility to respond to changing business and economic conditions.

In addition, we and our subsidiaries may be able to incur substantial additional debt in the future.  The terms of the indenture governing the Senior Notes restrict but do not fully prohibit us and our subsidiaries from borrowing, and some of those borrowings may be secured.  Further, if new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

Any of the foregoing could have a material adverse effect on our business, our ability to make payments under the Senior Notes and our ability to continue presenting our financial statements under the assumption that we are a going concern.

The terms of our indebtedness restrict our corporate activities, if we fail to comply with these terms could result in a default under our indebtedness.

The indenture under which the Senior Notes were issued, restricts, and in some cases prohibits, among other things, our and our subsidiaries’ ability to:

·              incur additional debt;

·              make prepayments of certain debt;

·              pay dividends;

·              make investments;

·              engage in transactions with affiliates;

·              issue capital stock;

·              create liens;

·              sell assets; and

·              engage in mergers and consolidations.

A failure to comply with these covenants would result in a default under the Senior Notes, which in turn could result in an event of default under our other indebtedness.

We may not have the ability to raise the funds necessary to finance the change of control offer or asset sale offers required by the indenture under which the Senior Notes were issued.

Upon the occurrence of specific kinds of change of control events, we will be required to offer to repurchase all outstanding Senior Notes.  Furthermore, a change of control may result in a default under and possibly acceleration of other senior debt we may incur.  Also, if we or our subsidiaries sell assets we may, subject to conditions, be required to offer to repurchase Senior Notes.  It is possible, however, that we will not have sufficient funds at the time we are required to make such an offer to make the required repurchase of Senior Notes. 

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If we lose many local public transportation authorities’ contracts as they are renewed or we are unable to win new contracts, our business will be adversely affected.  Further, if we experience difficulties in operating under our existing contracts, our business may be adversely affected.

In the year ended February 28, 2006, our contracts with local public transportation authorities comprise approximately 88% of our revenue.  In Sweden, Norway and Finland, we operate under 104, 10 and 37 contracts, respectively, with the largest contract accounting for 6.2% of our net revenue and the top 25 contracts accounting for approximately 55% of total revenue in the year ended February 28, 2006. These contracts usually have a five to eight year term.  Local public transportation authorities conduct a competitive bidding process for each contract shortly before it terminates and the most important criteria for determining the success of the bid is usually price.  See “Business—Sweden—Tendering Procedures” for a discussion of the competitive bidding process in Sweden.  If we fail to continue to renew our local public transportation authorities contracts, our revenues will be adversely affected as our older local public transportation authorities contracts expire.  This may affect our ability to satisfy our obligations under the Senior Notes.

If we do not retain or gain local public transportation authority contracts, we may not benefit from the option to renew existing operating lease agreements at a lower cost.

As of February 28, 2006, we have entered into operating leasing arrangements for 1,569 of our 3,397 buses.  The contracts under which these buses are leased are classified as operating leases which means that no carrying values are recorded on our balance sheet.  The term of any given lease is established to match as far as possible with the duration of the underlying contract with the local public transportation authority, generally five to eight years.

Currently, the structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and residual value agreed with the manufacturer for the period of the lease.  At the end of each leasing contract period each leasing contract can be renewed or terminated (and we have an obligation to renew the lease contracts for a certain aggregate number of buses).  The lease payments for the second leasing period, which are based on the agreed residual value at the date of the extension, are lower than the payments during the initial term.  If we are not successful in renewing or extending the local public transportation authority contracts, or in efficiently redeploying our buses elsewhere, we may not gain the benefit of such lower costs.

Further, in the event of an acceleration under the Senior Notes following a default, all or part of the leasing contracts covering a significant portion of our leases may be terminated at the option of the lessor.  This could have a material adverse effect on our business.

Competition on price or other factors could adversely affect our business.

It is our policy to focus on increasing our return on capital and cash generation.  We believe that our change in focus toward higher, more appropriate tendering price levels has been adopted by other major operators.  Consolidation in the industry and this change in focus among the larger competitors from a tendering strategy based on increasing market share to a strategy of seeking to maintain adequate margins have recently resulted in more favorable pricing dynamics.  For example, during the period fiscal 2002 to fiscal 2005, CPTAs awarded contracts to us on renewal with prices between 10% and 54% above the prices in the previous contracts.  However, no assurance can be given that the more favorable pricing trends will continue in the future for new tenders.  For more information, see “Business—Sweden—Competition in the Swedish Bus Transportation Market.”

If indices in our contracts do not reflect our cost increases, our business could be adversely affected.

Local public transportation authorities contracts provide for a fee to be paid to us in return for providing bus operations for the routes and schedules described in the contracts.  The amount of the fee to be paid each year is adjusted annually based on an index, or on several indices, that is intended to compensate for changes in our costs.  Historically, contracts with local public transportation authorities, which produce a substantial portion of Swebus’ revenues in Sweden, have contained cost indices primarily based on consumer price indices.

While, as tendered contracts expire and new contracts are tendered, it is now becoming increasingly common to include either (i) a price adjustment index which reflects bus industry costs, or (ii) a combination of a consumer price index, a labor cost index and a diesel fuel price index, there can be no assurance this trend will continue.  Should price adjustment indices contained in our future local public transportation authorities contracts fail to reflect our actual cost structure, changes in our costs that are not reflected in the indices included in these contracts could adversely affect our operating margins.

The local public transportation authorities rely on government subsidies.  Removal of these subsidies could drive down local public transportation authorities’ contract fees.

In Sweden and Norway, management believes that approximately 50% and 40%, respectively, of fees to bus operating companies paid by local public transportation authorities under local public transportation authorities contracts in fiscal 2006 were funded by government subsidies (as opposed to bus ticket revenues).  See “Business—Sweden—Contractual Public Bus Transportation Service” for a discussion of these subsidies.  Many European countries have sought to reduce subsidies in recent years.  Should Sweden more aggressively seek to reduce subsidies, fees from local public transportation authorities contracts may decrease, and local public transportation authorities could seek to renegotiate the scope of existing contracts.  A decision to reduce subsidies could have an adverse effect on potential fees under local public transportation authorities contracts.

Enforcement of the guarantees of the Senior Notes on the collateral securing the Senior Notes may be subject to certain

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limitations and could be deemed to be invalid if found to be in violation of Swedish, Finnish or Norwegian corporate benefit requirements.

Under the indenture related to the Senior Notes, some of our subsidiaries (the “Guarantors”) provided guarantees for the Senior Notes (the “Senior Note Guarantees”).  In addition, under that indenture, pledges of collateral were made to secure the Senior Notes (the “Collateral”).  Generally, claims of creditors of a subsidiary will have priority with respect to the assets of such subsidiary over the claims of creditors of its parent company.  However, subject to the limitations and qualifications described below, holders of the Senior Notes will have direct claims against the Guarantors under the Senior Note Guarantees.  Guarantors guaranteeing the Senior Notes at include:

Name

 

Jurisdiction of Incorporation

Alpus AB

 

Sweden

Concordia Bus Nordic Holding AB

 

Sweden

Enköping-Bålsta Fastighetsbolag AB

 

Sweden

Interbus AB

 

Sweden

Malmfältens Omnibus AB

 

Sweden

Swebus AB

 

Sweden

Swebus Busco AB

 

Sweden

Swebus Express AB

 

Sweden

Swebus Fastigheter AB

 

Sweden

Ingeniør M.O. Schøyens Bilcentraler AS

 

Norway

Concordia Bus Finland Oy Ab

 

Finland

 

Enforcement of the Senior Note Guarantees and Collateral may be limited in certain circumstances.  Any such limitation would, if applicable, effectively subordinate the Senior Notes in right of payment to all indebtedness of the relevant Guarantor then existing irrespective of the granting of the Senior Note Guarantee.

 

Swedish Subsidiary Guarantees and Collateral.

 

Enforcement of the Senior Note Guarantees and Collateral may, in whole or in part, be limited to the extent that the undertaking by each respective subsidiary is deemed to be in conflict with the corporate interest of the respective subsidiary.  The corporate interest shall be determined on the basis of whether the undertaking was made for business reasons so as to involve corporate benefit for the subsidiary and whether the guaranteed party is solvent for repayment of the secured amount at the time of providing the security.  The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or part thereof, would violate the Swedish Companies Act to the extent that it would result in a payment exceeding the distributable profit of the respective subsidiary at the time of providing the security.  Upon such violation, the Senior Note Guarantees and Collateral would be invalid and any payments made thereunder would be subject to recovery at least to the extent they violate the above mentioned rules on corporate interest.

 

Finnish Subsidiary Guarantee and Collateral.

 

The granting of guarantees and security is restricted under the Finnish Companies Act.  Enforcement of the Senior Note Guarantees and Collateral issued or granted by Concordia Finland may, in whole or in part, be limited to the extent that the undertaking by such subsidiary is deemed to be in conflict with the limitations set out in the Finnish Companies Act, including the corporate interest of Concordia Finland.  The determination shall be made, inter alia, on the basis of whether the undertaking was made for reasons so as to involve corporate benefit for (and be justified with grounds relating to the operations of) Concordia Finland and whether the guaranteed party is solvent for repayment of the guaranteed amount during the term of the undertaking.  The absence of business reasons and corporate benefit would have the effect that the performance of the undertaking, or a part thereof, would violate the Finnish Companies Act.  Any such violation would render the Senior Note Guarantees and Collateral invalid and any payments made thereunder would be subject to recovery at least to the extent that they violate the Finnish Companies Act.

 

Norwegian Subsidiary Guarantee and Collateral.

 

The issuance of the Subsidiary Guarantee and the granting of the relevant security by the Norwegian subsidiary may be invalid under Norwegian law if such issuance and granting are not motivated by a legitimate business reason or corporate benefit for that subsidiary.  In determining the sufficiency of the business reason or corporate benefit, a Norwegian court will consider whether or not the granting of the guarantee or security supported the object and the operations of that subsidiary.  We believe sufficient corporate benefit exists with respect to the Senior Note Guarantee and Collateral granted by the Norwegian subsidiary.  However, there can be no certainty as to the sufficiency of the corporate benefit.]

 

If we or our Swedish, Norwegian or Finnish operating subsidiaries incur substantial operating losses, we or they may be subject to liquidation under our respective national regimes.

 

The respective companies acts and insolvency and reorganization laws of Sweden, Norway and Finland apply to Concordia and its operating subsidiaries.  Under these regimes, if losses reduce the equity of these entities or any of their subsidiaries

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(including Concordia itself on a stand alone rather than a consolidated basis) to an amount less than 50% of its registered share capital, or (in Norway only) if the equity becomes inadequate compared to the risks and the size of its business, the directors of such entity would be obligated by law to convene a general shareholders meeting to resolve to liquidate such entity unless the directors were able to balance the amount of such equity and the registered share capital (in Sweden, within eight months of such meeting, and in Finland, within twelve months of such meeting) by (1) increasing the equity in an amount sufficient to achieve such balance and, in the Norwegian scheme, to ensure that its equity becomes adequate compared to the risks and the size of its business, or (2) reducing the share capital to pay off losses in an amount sufficient to achieve such balance. Due to these requirements, Concordia Finland converted portions of its shareholder loan from Concordia into a subordinated loan in July 2001, in February 2003, 2004, 2005 and 2006 and also in July 2005. In February 2006, Swebus and Swebus Busco received a capital contribution from Concordia Bus Nordic. In addition, if we are not successful in our cost-cutting initiatives and our losses continue, this may cause our equity to decrease sufficiently to require an equity increase or share capital reduction as described above.  If we are unable to procure such an equity increase or share capital reduction, it would have an adverse effect on our ability to continue presenting our financial statements under the assumption that we are a going concern.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Critical Accounting Policies—Going concern matters.”  In addition, if we are not successful in our cost-cutting initiatives and our losses continue, this may cause our equity to decrease sufficiently to require an equity increase or share capital reduction as described above.  If we are unable to procure such an equity increase or share capital reduction, it would have an adverse effect on our ability to continue presenting our financial statements under the assumption that we are a going concern.  See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Operating Results—Critical Accounting Policies—Going concern matters.”

 

Your rights as a creditor may not be as strong under Swedish, Norwegian or Finnish insolvency laws as under other insolvency laws.

 

Under Swedish, Norwegian or Finnish law, there is no consolidation of bankruptcies of the assets and liabilities of a group of companies.  Each individual company would thus be treated separately by a bankruptcy administrator appointed by the local district court.  The assets of our subsidiaries would first be used to satisfy the debts of each respective subsidiary and only the remaining surplus (if any) of a subsidiary would benefit our creditors.  As a result, your ability to protect your interests as a creditor of a parent of such subsidiary may not be as strong under Swedish, Norwegian or Finnish law as it would be under the laws of other countries.

 

Sweden

 

Under Swedish law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings.  Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors.

 

The security in the floating charges pledged by Swebus attach to all of the relevant pledgor’s assets (including real estate property, cash and bank deposits) due to recent amendments in Swedish insolvency law.  According to the new rules, the floating charge will carry a general right of priority, which means that it may be enforced only in the event of bankruptcy or insolvent liquidation.  Furthermore, the right of priority that will attach to the floating charge will be enforceable only against 55% of the value of the property remaining after distribution has been made to creditors with specific rights of priority.

 

The business reorganization laws of Sweden apply to Concordia.  Under official business reorganization, creditors may under certain circumstances be forced to approve the terms of the business reorganization.  During a business reorganization, Concordia will not be allowed to fulfill any obligations incurred before the reorganization without the permission of the administrator appointed by the local district court.

 

Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Sweden.  In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

 

Norway

 

Noteholders’ rights with respect to the Senior Note Guarantees and pledges of security from SBC may be compromised in an insolvency proceeding with respect to SBC.

 

The Norwegian Bankruptcy Act 1984 sets out two main procedures that can be followed in respect of a company being illiquid or insolvent:  debt settlement proceedings (voluntary or compulsory) and bankruptcy.  Only the subject company can apply for debt settlement proceedings.

 

The purpose of debt settlement proceedings is to give a debtor who is illiquid the opportunity to negotiate with its creditors for a voluntary composition or a compulsory composition under the protection of the courts.  In such a proceeding, the court will appoint a debt settlement committee composed preferentially of creditors’ representatives with a lawyer as chairman.  If a voluntary debt settlement is opposed by any of the creditors, the alternatives are either compulsory debt settlement proceedings or bankruptcy.  While in debt settlement proceedings a debtor is restricted with respect to carrying on its business but remains in charge of its business under the supervision of the committee.  As a general rule, during the first three months of debt settlement proceedings, a bankruptcy petition cannot be filed.

 

During the first six months of the debt settlement or bankruptcy proceedings, security may only be enforced with the consent of the debt settlement committee or the bankruptcy trustee (as the case may be).

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In certain circumstances, liens by operation of law have priority ranking ahead of any contractually agreed pledges.

Finland

Under Finnish insolvency law, secured creditors enjoy a privileged position in bankruptcy and similar proceedings.  Such provisions afford debtors and unsecured creditors only limited protection relative to the claims of secured creditors.  In addition to the priority given to secured debts under Finnish insolvency law, in certain circumstances, liens by operation of law have priority ranking ahead of contractually agreed first priority pledges.

Pledges over specific assets and certain liens by operation of law have priority ranking ahead of pledged floating charges.  Furthermore, in the event of bankruptcy proceedings, the proceeds remaining from the sale of assets subject to the floating charge, after payment to creditors with higher priority ranking, would be divided, with those remaining proceeds being paid (1) 50% to creditors whose claims are secured by the floating charge and (2) 50% to remaining creditors (including creditors secured by floating charge to the extent their claims are not satisfied pursuant to clause (1) above) pro rata in relation to the respective amounts of their claims.

The business reorganization laws of Finland restrict the actions that are allowed to be taken by either debtors or creditors during business reorganization proceedings.

Council Regulation (EC) No 1346/2000 of 29 May 2000 on insolvency proceedings is applicable in Finland.  In certain circumstances, that regulation will govern determinations as to the appropriate jurisdiction and competent authority within the European Union with respect to insolvency proceedings.

Fraudulent conveyance laws of Sweden, Norway and Finland may protect our creditors to your disadvantage.

Sweden and Finland

Under Swedish and Finnish law relating to fraudulent conveyance, it is possible that other creditors may claim that payments to you under the Senior Notes or the Senior Note Guarantees or any recoveries with respect to the pledged Collateral should be voided as fraudulent conveyances.

Under Swedish and Finnish law, in the case of bankruptcy or company reorganization proceedings affecting us, the payments to you under the Senior Notes or the Senior Note Guarantees (of principal or interest or otherwise), which are made less than three months (or two years if effected to a related party) before the application for bankruptcy or company reorganization proceedings is filed with the competent court may, in certain situations, be recovered if the payment is carried out:

·              using unusual means of payment;

·              prematurely; or

·              in an amount which, in light of a debtor’s financial position, is material.

Payments which are deemed to be customary are, however, permissible.

Furthermore, the security granted in respect of the Senior Notes or the Senior Note Guarantees, if granted less than three months (or two years, if effected to a related party) before the application for bankruptcy or company reorganization proceedings were filed with a competent court, may be recovered if the security was not a condition under such indebtedness or was not pledged without delay after our accrual of such indebtedness.  Nonetheless, security provided that is deemed to be customary is permissible.

A Swedish or Finnish court could also determine that a fraudulent conveyance has taken place under the general provision on recovery whereby a payment to you under the Senior Notes or the Senior Note Guarantees or the pledging of the Collateral could be revoked if an agreement, transaction or other act, such as the issuance of the Senior Notes or the Senior Note Guarantees or the pledging of the Collateral is held to favor a creditor in an undue manner to the detriment of another creditor or to transfer property out of the reach of the creditors or to increase the debt to the detriment of the creditors, provided that:

·              the debtor was insolvent at the time the agreement, transaction or other act was concluded or the debtor became insolvent as a result of the transaction, by itself or combined with other circumstances; and

·              the other party knew or should have known of the insolvency or over-indebtedness or of the impact of such payment on the debtor’s financing state as well as of the circumstances due to which the payment under the Senior Notes or the Senior Note Guarantees or the pledging of the Collateral was undue.

However, under Swedish and Finnish law, if such an agreement, transaction or other act is concluded earlier than five years before the application for bankruptcy or company reorganization was filed, the payment to you under the Senior Notes or the Senior Note Guarantees or the pledging of the Collateral could be revoked only if a party to the agreement, transaction or other act was someone related to the bankrupt or reorganized party, such as a group company.

Furthermore, under Finnish law, a gift may be recovered by the estate if it has been made within one year prior to the due date.  A gift that has been given before this, but within three years prior to the due date may be recovered if it has been given to a person within the debtor’s sphere of interest and it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift.  A transfer resulting from a sale, trade or any other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

Under Swedish law, a gift may be recovered by the estate if it has been made within six months prior to the date of application for bankruptcy or reorganization.  A gift that has been given before this, but within one year prior to the date of application (or three years if effected to a related party) may be recovered if it is not proven that the debtor was not excessively indebted nor became excessively indebted as a result of the gift.  A transfer resulting from a sale, trade or any

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other agreement can likewise be recovered if it can be shown that the agreement was unbalanced to the extent that the transfer should be regarded as a gift.

In addition, if any of our major subsidiaries in Sweden or Finland were to enter bankruptcy proceedings, a court in that jurisdiction could prevent our subsidiaries from making payments to us, thereby possibly impairing our ability to pay the amounts due under the Senior Notes.

Norway

Under Norwegian insolvency laws, the granting of security interests and unusual payments can be voided if undertaken during the three month period prior to the commencement of insolvency proceedings.  There are also other preference provisions such as fraudulent conveyance rules that can void any transaction that (a) in an improper way favors one creditor (even if such creditor was not party to the transaction) at the expense of the other creditors, (b) otherwise restricts the availability of debtor’s assets for the benefit of creditors, or (c) increases the debtor’s debt in a detrimental way for the creditors, in each case provided that the debtor’s financial position was weak at the time of, or became materially weaker as a result of, the transaction and the other party knew or should have known of the debtor’s financial difficulties (or other circumstances which made the transaction improper).

You may not be able to recover in civil proceedings for US securities laws violations.

We are a public company with limited liability registered under the laws of Sweden with our registered office in Stockholm, Sweden.  The Guarantors are organized under the laws of Sweden, Norway and Finland.  None of our directors or officers, nor those of the Guarantors, are residents of the United States.  Substantially all of our assets and, all the assets of the Guarantors and all of the assets of such persons are located outside of the United States.  There is doubt as to the enforceability in Sweden, Norway and Finland, in original actions or in actions for the enforcement of judgments of US courts, of civil liabilities predicated solely upon the federal securities laws of the United States.

Because there is no treaty between the United States and Sweden providing for the reciprocal recognition and enforcement of judgments, US judgments are not enforceable in Sweden.  A US judgment will be of some persuasive authority as a matter of evidence before the courts of law, administrative tribunals or executive or other public authorities of Sweden.  However, there is Swedish case law to indicate that a US judgment (i) that is based on contract among the parties excluding the jurisdiction of the courts of Sweden, (ii) that was rendered under observance of due process, (iii) against which there lies no more appeal and (iv) the recognition of which would not manifestly contravene fundamental principles of the legal order, or the public policy, of Sweden, should be acknowledged without retrial on the merits.

A final and conclusive judgment obtained in the state or federal courts in the State of New York in respect of the indenture relating to the Senior Notes would be enforced by the courts of Norway without examination of the merits of the case, if (a) such judgment obtained is final and enforceable in and pursuant to the laws of the country or state where it has been passed, (b) the judgment does not relate to an interest in land in Norway, and (c) enforcement of the judgment is in accordance with the mandatory provisions of the Norwegian Enforcement Act (1992).

A judgment obtained from a competent court in the United States would not be enforceable by the Finnish courts as such since there is no international convention to which both Finland and the United States are parties.  However, Finnish title for execution can be sought for such enforcement and in requesting a Finnish court to make a decision to such effect, a judgment of a relevant court of the United States will constitute evidence of the questions of the contents of the governing law as applied to the matter in dispute and such judgment would generally, through such proceedings, be recognized by a Finnish court to the extent it is final and conclusive and not contrary to Finnish public policy or mandatory provisions of Finnish law.

Our employees are heavily unionized.  Bargaining power and strikes can hurt our business.

Personnel costs constituted approximately 55% of our total operating expenses (excluding depreciation and amortization) in the year ended February 28, 2006.  Our bus drivers and most of our other employees are unionized.  Concordia’s operations could be adversely affected in the event that it were not able to reach agreement with any labor union representing Concordia’s employees or by an agreement with a labor union representing Concordia’s employees that contains terms that would prevent Concordia from competing effectively with other bus transportation companies.  As in most labor intensive industries, strikes, work stoppages and other organized labor activities could also have significant adverse effects on operating and financial results.  In the fiscal year 2005, an industry wide strike in Finland interfered with the operations of our Finnish operating company for several days.

Fluctuation in price and availability of diesel fuel could hurt our business.

Significant changes in fuel availability or costs would materially impact our business.  Diesel fuel availability and prices are affected by a number of factors, including environmental legislation and global economic and political developments, over which we have little to no control.  In addition, our costs are affected by annual increases in fuel taxes, which are largely offset by compensation from indexation.  In the event of a shortage in diesel fuel supply resulting from a disruption of oil imports, reduction in production or otherwise, we could face higher diesel fuel prices or the curtailment of scheduled diesel fuel deliveries.  Notwithstanding our hedging arrangements, in the year ended February 28, 2006, our total cost of diesel fuel averaged SEK 7.03 per liter.  For a further discussion of our response to fluctuations in prices or a decrease in fuel availability, including our hedging policies, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources—Market Risk.”

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Variations in exchange rates may affect our performance.

SBC, which comprised approximately 8% of our revenue in the year ended February 28, 2005, prepares its financial statements in, and its functional currency is, Norwegian Kroner.  In preparing our consolidated financial statements, we translate SBC’s financial statements into Swedish Kronor at each fiscal year end.  Consequently, our results from operations are affected by fluctuations in the rate of exchange between Swedish Kronor and Norwegian Kroner.

Concordia Finland, which comprised approximately 9% of our revenue in the year ended February 28, 2005, prepares its financial statements in, and its functional currency is, the euro.  In preparing our consolidated financial statements, we translate Concordia Finland’s financial statements into Swedish Kronor at each reporting period.  Consequently, our results from operations are affected by fluctuations in the rate of exchange between the Swedish Krona and the euro.

Further, we are also exposed to currency fluctuations on loans, primarily as a result of having to make interest and principal payments in euro on the Senior Notes.  We have entered into collar arrangements through the sale of puts and the purchase of calls with the same settlement dates.  While this arrangement caps the amount of benefit we can obtain from an appreciation of the Swedish Kronor against the euro, it also caps our potential increased interest costs through a depreciation of the Swedish Kronor against the euro.  Our parent companies also face currency fluctuation risks on the Mezzanine Facility.

Item 4.  Information on the Company

A.            History and Development of the Company

Our legal name is Concordia Bus Nordic AB (publ) and our commercial name is Concordia.  We were incorporated on December 22, 1932.  Concordia is domiciled in Sweden and is a public limited liability company.  We are incorporated in Sweden and our registered address is Solna Strandväg 78, SE 171 54, Solna, Sweden.  Our financial year ends on the last day of February.  Our authorized and issued share capital is SEK 16,000,000 divided into 160,000 shares of one class with a nominal value of SEK 100 each.  The share capital is fully paid.  Our telephone number is +46 8 546 300 00.  Our agent for service of process is CT Corporation System, 111 Eighth Avenue, New York, New York 10011.

Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Bus.  In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Bus its 100% share ownership of Interbus Finans AB.  Bus then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB.  Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

This reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries.  Holding is a non operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ).

In January 2000, Bus, backed by SG (the then parent company of SBC) and certain private equity funds affiliated with Goldman Sachs International, acquired Concordia Bus Nordic.  On February 28, 2001, we acquired SBC with effect from February 1, 2001.

On July 22, 2005, Concordia Bus Nordic AB and Concordia Bus AB gave notice that they had entered into an agreement with an ad hoc committee which represents not less than 75% of the bond holders in Concordia Bus AB’s bond loan, an informal group which represents the majority of the bond holders in Concordia Bus Nordic’s bond loan and the owners of Concordia Bus AB regarding the reorganization of Concordia Bus AB.  According to the agreement, the bond holders have waived the entire loan of Euro 160 million, including accrued interest, in exchange for shares in Concordia Bus AB corresponding to 97.5% of the share capital.  The reorganization was carried out on October 4, 2005.  In connection with the reorganization, Concordia Bus received a loan of Euro 45 million in order to cover the reorganization costs and strengthen liquidity in the group.  In connection with the annual accounts, the subsidiaries, Swebus AB and Swebus Busco AB, have received equity through a shareholder’s contribution from Concordia Bus Nordic Holding totaling SEK 800 million, in order to strengthen their equity.

B.            Business Overview

We provide public bus transportation services in Sweden, Norway and Finland, operating through our three main operating subsidiaries:  Swebus, SBC and Concordia Finland, respectively.  We also provide express bus and coach hire services.  In Sweden, we currently operate 2,766 buses, and are the largest operator through Swebus, with an estimated market share of approximately 29% of the public bus transportation market (measured by the number of buses in operation).  This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA.  In Norway, SBC currently operates approximately 343 buses and has an estimated 16% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities.  This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA.  In Finland, Concordia Finland currently operates 288 buses and is the second largest operator in the greater Helsinki area with a market share of 25%.  This market share data has been calculated based on the relative numbers of contract kilometers.  This information is made available at

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each tendering.

For the year ended February 28, 2006, we had net revenue of SEK 4,683 million.  We sustained operating losses of SEK 282 million for the year ended February 28, 2006, 256 million for the year ended February 28, 2005 and SEK 108 million for the year ended February 29, 2004  We sustained net losses of SEK 557 million for the year ended February 28, 2006, 396 million for the year ended February 28, 2005 and SEK 171 million for the year ended February 29, 2004.

General

Our core business is providing bus services to local public transportation authorities in Sweden, Norway and Finland.  In our markets, the substantial majority of bus transportation services are provided under long-term contracts (generally five to eight year terms) with local public transportation authorities, according to which the bus operator provides services for a specific set of bus routes for fixed annual fees (subject to periodic adjustments based on price indices) which we refer to as “gross agreements.”  These contracts provide us with steady revenue streams because we receive a fixed annual amount from the respective public transportation authorities rather than relying on passenger ticket receipts.  Certain contracts, called “net agreements,” include passenger numbers as part of their pricing.  Public transportation authorities have shown an excellent record of payment and have in the past rarely faced bankruptcy or insolvency.  In the year ended February 28, 2006, we derived approximately 88% of our revenue from a combination of gross agreements and net agreements in Sweden, Norway and Finland.  We operate under approximately 150 contracts with local public transportation authorities, the largest of which accounted for only 6.2% of our net revenue in the year ended February 28, 2006.  The top 25 contracts accounted for approximately 55% of net revenue in the year ended February 28, 2006.

We also provide express bus services (scheduled intercity or long distance bus services) and coach hire services.

Following deregulation in 1989, there was a wave of consolidation in the Swedish bus market.  This has resulted in three large operators who have a combined market share in the contractual public bus transportation market in Sweden of approximately 60% (measured by the number of buses in operation).  Swebus is the largest operator with a 29% market share. (Source: Svenska Lokaltrafikföreningen, the Swedish local traffic organization, or “SLTF”).  Recent tenders for bus transportation contracts provide evidence that consolidation in the industry in Sweden has produced a more favorable pricing environment.  We expect this trend to continue in the near term.  We also believe that a similar pattern of pricing dynamics is now beginning to occur in Norway and Finland.

To prepare the organization for continued need of cost efficiency and battle for new contracts, a reorganization of the operating companies have been performed. This has lead to, among others, fewer management levels, key performance metrics, ranking lists among depot’s decentralized P&L and increased resources on contract tendering. Further improvement focus will be on tender achievement, best practice efficiency, fleet management and financial solutions.

Over the last two years, we have rolled out the initial phase of the Hastus software planning system at all our locations.  We augment our use of Hastus software with the Sintopt software, our proprietary logistics system.  The Sintopt software uses higher level algorithms to enable us to achieve increased levels of optimization with our bus and driver schedules.  In addition, we have also identified other sources of cost savings, including fuel consumption organization, purchasing cost savings, and reductions of employee sickness and absences.

The improved planning and scheduling described above, combined with an integrated plan for bus fleet utilization and maintenance, enable us to determine with a higher degree of certainty the optimal number of buses needed for our existing operations. We are focusing our efforts on utilizing our existing fleet to provide new revenues through alternative uses, such as local coach and school bus hire.

We have developed and implemented a web-based system for our personnel (such as tracking absence for medical reasons) and a new Operational Management System (OMS).  This system is the last phase of our IT strategy and brings together operational data residing in our centralized database and provides several new ways for us to track our business operations, such as kilometer/fuel tracking, driver activity capture and daily production statistics.  The system is now operational in a majority of our locations.

As the largest operator of buses in the Nordic region, we have achieved significant savings by centralizing more of our bulk/commodity purchasing.

Seasonality

Our contracts with public transportation authorities are typically structured such that the level of monthly fees depends on the contractually agreed volume of operations, which varies from month to month, and in many cases declines in the summer months.  In addition, our express bus and coach hire services businesses usually experience relatively high revenues from April to September and during December in a given year, as customers tend to use these services during vacation periods and periods having more favorable weather.  Furthermore, as a result of our collective bargaining agreements, our personnel costs usually increase in the beginning of each calendar year.

Sweden

General

As of February 28, 2006, we operated 2,766 buses in three bus transportation markets in Sweden:

·              contractual public bus transportation;

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·              express bus services (scheduled intercity or long distance bus services); and

·              coach hire services.

Contractual public bus transportation services operated 2,597 buses, express bus services 99 buses and coach hire services in Sweden operated 70 buses.  Our Swedish operations generated revenue of SEK 3,877 million for the year ended February 28, 2006.

Contractual Public Bus Transportation Service

As of February 28, 2006, we were operating 2,597 buses under 104 public bus transportation contracts with local public transport authorities.

As of February 28, 2006, we had a market share of approximately 29% (in terms of number of buses) of the Swedish contractual public bus transportation market.  This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA.  We have a relatively even distribution of our contract portfolio in terms of revenue among the southern, eastern and western regions of Sweden.  Due to the economics of the bus industry in the northern region of Sweden, we have a smaller presence in this region.  We intend to focus on areas of high urban concentration and to review our contract portfolio critically with regard to smaller, less profitable contracts, particularly those relating to areas of relatively low population density.

The greater city area of Stockholm, together with Värmland, Uppland and Västra Götaland, are our most important markets, and collectively account for approximately 65% of our total revenue in Sweden.

Bus services are provided in the Swedish public bus transportation market according to publicly tendered contracts entered into by bus operators with local public transport authorities.  See “—Regulation—Sweden Tendering Procedures.”

Most Swedish bus operators have similar cost bases, as most bus drivers are in the same unions and most buses meet similar specifications.  We believe the difference in competitive power comes from a bus operator’s ability to optimize its depot structure, its skill in planning and scheduling, and its ability to solve the complex logistical issues involved in meeting the requirements of the contracts.  Having access to a large fleet and being able to shift resources significantly benefit the larger operators.

Regulation

In Sweden, the administration of public transportation for a particular region is delegated to the relevant local public transport authorities, which plan, price and coordinate public transport within their geographical area and which enter into contracts with both public and private operators.  There are 24 independent local public transport authorities in Sweden, which cover the 21 provinces of Sweden and its five largest cities.

Prior to 1989, public transportation contracts were not subject to competitive tendering procedures and operators typically monopolized a particular public authority’s geographical area of responsibility.  In 1989, Sweden began requiring, subject to specific exceptions, local public transport authorities purchasing bus services to conduct competitive tender procedures.  This deregulation and the resulting price competition led to a reduction in contract prices by an estimated 20% to 30% in real terms in the decade after competitive tendering requirements were introduced in 1989.  During this period, the underlying costs for bus operators increased significantly due to increases in vehicle and diesel fuel taxes and diesel fuel costs.  Although operators are compensated based on a consumer price index which takes fuel costs into account, overall, in recent years, this index has not risen sufficiently despite the increase in the component based on fuel costs to reflect the increase in our costs.  Therefore, operators have not been compensated in a manner allowing them to cover their increased costs fully.  This trend led to consolidation in the industry and begun to produce a more favorable pricing environment.  As a result, commencing in 1998 and to a greater extent in 2000 through 2005, we have renewed contracts at higher prices.

Tendering Procedures

Under Swedish law implementing European Union directives concerning public procurement, public bus transportation contracts must be awarded on a commercial basis and, subject to limited exceptions, must involve a competitive bidding process.

Typically, following a study of the community’s transportation needs and input from transportation providers, the local public transportation authorities determine the required bus routes, schedules, fares and other requirements.  Invitations to tender contain bid information packages which state the specific routes and timetables to be covered by the operator and usually contain requirements regarding bus types, technical standards (seats, age, design, etc.), exterior appearance requirements, the environmental standards (such as types of fuel, emissions standards and requirements for exhaust filters) and quality requirements.

The local public transport authorities are required to follow established criteria for awarding contracts, of which the single most important is typically price.  Other factors may be considered, including the cost of adapting to a new operator and the level of service quality.  In many cases, local public transport authorities choose to subdivide procurement into a series of contracts, each with a specified portion of a community’s routes to avoid having a single operator dominating a large area.

Contracts

acts, other than contracts for school bus transportation, are generally for five to eight year terms, although many have recently provided for the extension of the term.  In some cases, there are options which may be exercised by either Swebus or the local transportation authority, but other options are exercisable only by the local transportation authority.  Extension options

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exercisable only by the local transportation authorities generally provide for one or two year extensions.

The various criteria set forth in the bid information package, as described in the heading “Tendering Procedures” in this section, become part of the contracts.  Bus operators must then seek to comply with these requirements as efficiently as possible.  In isolated cases, there are provisions that an incoming operator must purchase used buses from the outgoing operator.

Public transportation contracts in Sweden usually provide for fixed fees to be paid to the operator in return for the contracted bus services, which fees are subject to monthly, quarterly, semi-annual or annual fee adjustments intended to account for changes in costs incurred.  At present, contracts with local public transportation authorities that produce a substantial portion of Swebus’ revenues in Sweden contain cost indices which reflect bus industry costs or an index which contains a labor or fuel cost component.  Although management believes that Swebus’ indices matches bus operation industry costs more closely than in the past, there can be no assurance the indices will cover 100% of cost increases.  See the subheading “Risk Factors—Risks Related to the Company—If indices in our contracts do not reflect our cost increases, our business could be adversely affected.”

Over 90% of the public transport contracts subject to competitive bidding are gross agreements, which means the operator receives a fixed amount (usually per vehicle kilometer) for operating the routes and there is no direct financial benefit to the operator for increasing passenger volumes.  The local public transportation authorities retain all ticketing revenues and set the fares.

Express Bus Services

We operate an extensive network of express bus services under the trade name “Swebus Express” which operates under a separate legal entity called “Swebus Express AB” and provides public long distance transportation.  In the year ended February 28, 2006, we employed approximately 99 buses on a full time basis for express bus services in Sweden. We operate with daily and weekend services throughout Sweden, as well as international routes between Oslo —Copenhagen, Stockholm-Copenhagen and Stockholm-Oslo. Our express buses covered in aggregate approximately 369,000 kilometers per week during the year ending February 28, 2006, and transported more than 2.8 million passengers last year.

For the year ended February 28, 2006, express bus services in Sweden had total revenue of SEK 365 million.  Providing an extensive national network and a seamless mode of transport between a large numbers of destinations has become Swebus’ main competitive advantage.  Swebus Express sells tickets via Internet, as well as in advance through ticket agencies. If you buy a ticket 24 h before the departure everyone will get a discount. Swebus Express also sells tickets on the buses but at a higher price.

Swebus’ policy is to provide coaches for any passengers who want to travel and arrive at the applicable embarkation points at scheduled departure times.  We do not allocate particular seats for passengers.  We offer discounts for children, students and pensioners as well as for all passengers who can plan a trip and buy the tickets by advance booking.  Management believes that the increase in the amount of pensioner traveling on Swebus Express reflects pensioners’ growing demand for inexpensive flexible scheduled travel.

Express bus services in Sweden are generally deregulated so that an express bus service operator has full responsibility for all aspects of the service, including route planning, schedules and fares.  In some regions, express bus services are combined with regional or local public bus services.  In these circumstances the local public transportation authorities compensates the express bus operators for making a number of stops in proximity to a regular local public bus service within a region.

We believe that the express bus service industry will enjoy continued growth as more routes are developed and more passengers appreciate the price competitive service as compared to rail and airline services and, more importantly, the high costs of driving private cars.  Based on current demographic trends, we expect that the potential passenger base for express bus services will expand as the number of people engaged in long distance employment or studies increases.

Coach Hire Services

We also operate a coach hire service under the name “Interbus,” which operates under a separate legal entity called “Interbus AB.”  The coach hire market involves providing chartered bus services, as well as daily and weekend excursions, sightseeing tours and special events.  Interbus operates a coach hire service business in the Stockholm, Gothenburg and Malmö areas.  As of February 28, 2005, Interbus operated approximately 70 full-time coaches and additional express buses as needed.

For the year ended February 28, 2006, we had total third party revenue of SEK 138 million from coach hire services in Sweden.  The Swedish coach hire market is concentrated primarily in densely populated areas, such as Stockholm, Gothenburg and Malmö.  The customer base for the coach hire market is diverse, ranging from small groups organizing

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private outings to organizers of major sporting events.  The business FO-resor, which was acquired the year before in order to provide package tours for both groups and individuals, had a positive development and contributed to the third party revenue for this year with SEK 22 million.

Interbus’ typical customers include major event planners, corporations and travel agencies.  Swebus’ coach fleet size enables it to meet the requirements of a wide range of customers and to manage bus transportation for both small and large events.  We are one of a few major operators in Sweden which has the capacity to satisfy larger customers.  A significant and growing portion of the coach hire service is related to cruise line operations.  Our fleet size improves our competitiveness in this market because cruise ships require operators with significant carrying capacity to ferry people between the ship and the relevant city, or to provide sightseeing tours.

Competition in the Swedish Bus Transportation Market

Contractual Public Bus Transportation

Deregulation has changed the nature of competition in the Swedish bus industry.  Over the past several years, the Swedish contractual public bus transportation market has experienced intense price competition.  In this competitive pricing environment benefited, large companies with advantages of economies of scale have enjoyed expansion at the expense of relatively inefficient larger carriers (including operators owned by the local public transport authorities) and smaller bus operators.  As a result of this competition there are currently three large private bus operators.

The Swedish contractual public bus transportation market features a few operators that hold large shares of the market and many small local operators.  Management believes that the relative market shares of the three largest Swedish bus operators are Swebus (with approximately 29% of the market), Busslink, (with approximately 16% of the market) and Connex (with approximately 17% of the market).  This market share data has been calculated based on the share of total number of buses, according to the SLTP.  Swebus, Busslink and Connex are the only national competitors.

In rural markets, in the northern and southern region of Sweden, large bus companies face stiff competition from small, privately owned local operators, who have formed into loose cooperative ventures in which bus fleets are pooled and who can operate very flexible schedules and are not heavily unionized.  These factors, combined with the lower levels of operations in northern areas that do not benefit large scale operators, allow these smaller operators to bid for services at prices that are often not economically viable for larger operators such as Swebus.

In general, we believe that we face more competition on tenders that require fewer than 50 buses, as there are more operators capable of servicing such requirements.  In the tenders for larger contracts, such as in the major cities, there are generally five operators tendering.

Express Bus Services

The express bus market in Sweden is fully open to competition and is highly fragmented.  In the year ending February 28, 2006, we had more than 50% market share of the Swedish express bus service market, as measured by kilometers served, according to the SLTF.  We operate 99 buses in this market.  The next largest operator is Säfflebussen, which operates primarily between Gothenburg and Stockholm and to Oslo.  Säfflebussen has a market share exceeding 20%, according to the SLTF.  This market share data has been calculated based on the share of total number of buses.

The third largest operator is Svenska Buss, which is a joint venture among seven privately owned bus companies and operates primarily in the south of Sweden.  Svenska Buss has a market share of about 10% and operates primarily between Stockholm and several northern cities.

Coach Hire Services

The coach hire market is fully open to competition, and is more fragmented than the contractual public bus transportation market.  While we dedicate approximately 70 buses to coach hire services, the market is characterized primarily by small to medium sized operators.  The medium sized operators typically have between 10 and 20 buses.  The small operators are usually private companies operating up to four buses, where the owners of the buses both drive and maintain the buses themselves.  The small operators are cost efficient and highly competitive, but cannot bid for larger contracts due to their limited resources.  Within the bus industry, the coach hire market is the segment that is most sensitive to general economic conditions, as tourism and attendance of special events are more directly affected by economic conditions than the basic transportation requirements provided by public contractual bus operators.  Nevertheless, we have been able to adjust the scale of our coach hire operations, so that our operating margins in this segment have been less volatile than revenues in times of downturns.

Insurance

Swebus carries the following types of insurance:  general legal and product liability, property and business travel insurance.  We generally self-insure with respect to ordinary course damage to our bus fleet.  Swebus believes that it carries types and levels of insurance that are consistent with the types and levels carried by other major bus operating companies in

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Europe.  Swebus does not carry business interruption insurance, but this is common for many European businesses, particularly those (like Swebus) in which the risk of major interruption of business is small.

Environmental Matters and Other Regulations

We are required to comply with a series of Swedish and EU environmental, health, and safety regulations.  These regulations include requirements regarding emission standards, safe storage of diesel fuel, and proper maintenance for the buses.  In addition, public transportation contracts stipulate additional environmental standards relating to emission standards and the maintenance of the bus fleet.  We believe that Swebus materially complies with these regulations and contract requirements.

Intellectual Property

Swebus has six registered trademarks in Sweden:  “Swebus Express,” “Nepal Resor,” “Resecentrum,” “Fjällexpressen,” “Helsingborgstrafiken,” “Swebus” and our company logo.  In addition, “Swebus” is a registered trademark in the European Union.

Legal Proceedings

Swebus has a claim on the CPTA in Stockholm regarding compensation for unfair indexes in some of the contracts, starting from the year 2001.  The CPTA has rejected the claim and the case will be solved in the city court in Stockholm.

Drivers and Other Personnel

For the year ended February 28, 2005, we had an average of 5,572 full-time employees in Sweden.  Should a company lose a public transportation authorities contract, it is often the case that drivers will move to the company that wins the contract.  The incoming operator generally does not need to employ any of these drivers.  However, under some circumstances, such as if the new operator hires additional drivers to service the routes on the contract, it must offer to hire from the pool of drivers previously employed by the outgoing operator before hiring elsewhere.

Collective bargaining agreements

The majority of our drivers and maintenance personnel in Sweden are members of trade unions.  The principal union to which the drivers and maintenance personnel belong is Svenska Kommunalarbetareföbundet (the Swedish Municipal Workers Union).  A small minority of drivers belong to Svenska Transportarbetareföbundet (the Swedish Transportation Workers Union).

In Sweden, wages and general working conditions are generally the subject of nationally negotiated collective bargaining agreements.  The collective bargaining agreement generally applicable to our blue collar employees expires on October 30, 2005.  A separate collective bargaining agreement normally applies to operations under public tenders.

We believe that our relationships with our employees and unions are good.  Swebus has only experienced one industrial disruption in the last five years, in February 1999.  This strike was industry-wide in Sweden and lasted for 13 days.  See “Risk Factors—Risks Related to the Company—Our employees are heavily unionized.  Bargaining power and strikes can hurt our businesses.”

Pensions

In addition to the state sponsored pension scheme, we provide pension benefits, under the terms of our collective bargaining agreements, through two plans:  a defined benefit plan with Alecta covers the majority of our white collar employees; our blue collar employees are covered under a defined contribution plan with Fora.

Property, Plant and Equipment

We currently lease our facilities, the majority of them for use by Swebus.  Swebus conducts its bus operations out of a system of 45 depots and 74 parking areas located throughout Sweden.  These divide as follows:

·              45 depots, which include garages with full maintenance facilities, washing facilities, parking, administrative offices and eating and changing facilities for drivers and mechanics;

·              20 sub-depots, which include washing facilities, parking, small administrative offices for payroll disbursement and limited facilities for drivers; and

·              74 parking areas with limited staff facilities.

Some of the larger depots are located adjacent to bus stations and Swebus rents portions of parking capacity to some external customers.  However, Swebus does not operate bus stations.

We generally select our depot sites according to their proximity to our routes.  We intend to examine ways to use sales and leasebacks of depots with flexible lease terms as a way for Swebus to change depots to adjust to its changing needs as public transportation contracts are won and lost.

Norway

Contractual Public Bus Transportation***

SBC is the seventh largest bus operator in Norway, with 345 buses and a market share in southeastern Norway of 20%, based on results of competitive tenders.  This market share data has been calculated based on the share of total number of buses, as provided by the relevant CPTA.  SBC’s operations generated revenue of SEK 398 million (SEK 466 million) for the year ended February 28, 2006.

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SBC operates principally in the contractual public bus transportation sector in the counties of Hedmark, Oppland, Akershus and Østfold in Southeastern Norway. All contracts are won in competitive tendering. In addition SBC operates a minor number of buses in the city of Oslo, which will be terminated by August 2006, due to ending of the contract. SBC chose not to bid for this tender because of non-competitive tender conditions set up by the CPTA.

In 2006, management estimates that the Norwegian market for contractual public bus transportation employed approximately 7,000 buses and amounted to NOK 8.9 billion (SEK 9.9 billion).  There are 19 local public transport authorities in Norway each of which is responsible for public bus transportation in one or more of Norway’s 18 counties and a number of cities. The city of Oslo has a stand-alone status outside the counties in Norway and therefore technically is both a municipality and a county.

Regulation

The administration of public transportation in Norway for a particular region or city is delegated to the relevant local public transportation authorities, which are responsible for planning, pricing and coordinating public transport within their geographical area.  Local public transport authorities in Norway may subject bus service procurement to a competitive bidding process, but are not required by law to do so.  As of February 28, 2006, only 11 of the 19 local public transport authorities in Norway had opted to use competitive bidding methods as their means of distributing public transportation contracts.  SBC expects, however, that further local public transport authorities will follow suit because of the significant cost savings associated with putting a contract up for competitive tender.  If competitive bidding is not used, bus operators negotiate with local public transport authorities to provide exclusive service for specific routes for specified periods (up to ten years).  Bus operators are aware that if they do not offer competitive prices, the authorities will open bidding either in a formal tendering process or by simply requesting competitors to approach them with offers.  The threat of competitive bidding has also increased the bargaining power of the public authorities and caused prices to decrease.  The level of public subsidies varies largely from province to province in Norway, and management estimates that the average level of subsidies in Norway is approximately 40%.  SBC believes that the general trend is that the level of subsidies is generally decreasing.  For further information relating to subsidies, see the subheading “Risk Factors—Risks Related to the Company—The local public transport authorities rely on government subsidies.  Removal of these subsidies could drive down local public transportation authorities’ contract fees.”

Competition

In Norway, the public transportation market has begun to experience developments similar to those that have occurred in Sweden.  These developments include price competition and consolidation.  Nevertheless, the Norwegian bus industry remains fragmented with approximately 227 bus companies operating a total of approximately 7,600 buses in 2006.  Almost 60% of Norwegian bus operators had fleets averaging fewer than ten buses.  In contrast to Sweden, competitive bidding is not prevalent and has instead been used for smaller contracts to obtain a “signal price,” which is then used as a target for renegotiating the entire contract portfolio.

SBC is a major operator in Southeastern Norway.  On a national level, both Nettbuss AS (owned by Norges Statsbaner BA, the state railway operator) and Norgesbuss AS have significantly larger fleets than SBC, but neither of them are dominant in any single region.

Since 1989, contracts with public transport authorities in Norway to provide bus services have been potentially subject to competitive bidding procedures.  The ability to compel competitive bidding has increased the bargaining power of the public authorities, particularly in recent periods, and they have been able to obtain price reductions in their contracts with SBC and increased the risk that SBC will lose its contracts for bus routes.  For further information about risks relating to our current contracts see “Risk Factors—Risks Related to the Company—If we lose many local public transportation authorities’ contracts as they are renewed or we are unable to win new contracts, our business will be adversely affected.  Further, if we experience difficulties in operating under our existing contracts, our business may be adversely affected.”

Drivers and Other Personnel

For the year ended February 28, 2006, SBC had an average of 486 full-time employees.

Nearly all of SBC’s employees are represented by unions under the terms of industry-wide collective bargaining agreements.  All union agreements are renegotiated every two years.  The largest collective bargaining agreement, which covers drivers and maintenance personnel, expires on March 31, 2008.

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SBC considers its relations with its employees and the unions to be good.

Environmental Matters and Other Regulations

All persons and entities governed by Norwegian law are obliged to comply with the Norwegian environmental, health and safety acts, regulations and public orders.  Health and safety requirements are to a large extent the implementation into Norwegian law of various European Union regulations.  The relevant legislation for our operations includes the Pollution and Waste Act 1981, the Worker Protection and Working Environment Act 1977, the Planning and Construction Act 1985, the Fire and Explosion Protection Act 2002 and the Neighbouring Properties Act 1961.  These acts, and the connected provisions of orders based on these acts, include provisions regarding environmental permits, emission standards, storage and handling of fuels and other hazardous substances, waste management, technical provisions regarding maintenance of buses and requirements regarding the environmental safety standards of fuel distribution stations.

Legal Proceedings

SBC is not currently involved in any material legal proceedings.

Finland

Contractual Public Bus Transportation

We operate a Finnish public bus transportation business through our principal subsidiary in Finland, Concordia Bus Finland.  Concordia Bus Finland is a major bus operator in Finland with 274 buses in operation as of February 28, 2006, and approximately 28 public bus transportation contracts with local public transport authorities.  Our Finnish operations generated revenue of EUR 43,6 million for the year ended February 28, 2006.  Concordia Bus Finland operates only in the Finnish contractual public bus transportation sector in the greater Helsinki area in the cities of Helsinki, Vantaa and Espoo, and does not offer either express bus or coach hire services.

Management estimates that in 2005, the Finnish bus market employed approximately 8,800 buses and included approximately 400 operators.  The Finnish bus market is well developed in both rural and urban areas.  Finland’s geography and low population density make bus transportation very competitively priced as compared to railway services.  Additionally, the passenger railway network is centered on Helsinki and is being reduced in rural areas.  This situation provides an advantage to bus operators because they can offer bus passengers the possibility to make more convenient cross country trips than on the railways.

The greater Helsinki area, with a total population of approximately one million, is Finland’s largest market for contractual public bus transportation.  The greater Helsinki area and Turku are the only markets currently subject to competitive bidding.  Significant price pressure has led to consolidation in these areas.  Except for the greater Helsinki and Turku areas, local traffic in most cities is largely provided by local operators.

Regulation

As in Sweden, the administration of public transportation in Finland for a particular region is the responsibility of the local transportation authority.  In greater Helsinki and Turku, public transportation authorities have opened their local public transportation contracts to competitive bidding.  In 1994, the Helsinki Metropolitan Area Council (commonly known as the YTV), which is the authority that regulates inter region public transport traffic between the three cities of Helsinki, Espoo, and Vantaa, was the first to initiate competitive bidding in Finland.  Although the YTV and the public transport authorities regulating public transport traffic within the cities of Helsinki, Espoo, Vantaa and Turku represent the only regions currently open to competition, the EU directives concerning public procurement, along with the prospect of cost savings for local authorities, is expected to increase the number of regions open to competitive bidding.  Concordia Bus Finland expects an increase in the number of regions subject to competitive tendering in the near future.

Currently, in areas other than those referenced above, the local public transport authorities have granted independent operators licenses to run bus services, which essentially gives each operator a monopoly position.  Licenses are normally granted for a three to ten year period and are usually renewed with the same operator.  We do not have any contractual public bus services agreements in areas not subject to competitive bidding.

21




Contracts and Contract Tendering

In the YTV region, and other areas in which competitive bidding has been instituted, the contract structure and bidding and procurement procedures closely resembles that of the local public transportation authorities contracts in Sweden described in the subheading “Sweden—Tendering Procedures” and “Sweden—Contracts” in this section.  Typically, the public transportation contracts have five year terms and under these contracts all ticket revenues are forwarded to the local public transportation authorities and the operator receives fixed fees.  The compensation is adjusted periodically by reference to an index intended to cover cost items that relate to the bus transportation industry such as drivers’ wages, cost of buses and fuel.

Drivers and Other Personnel

For the year ended February 28, 2006, Concordia Bus Finland had an average of 645 employees.

All of Concordia Bus Finland’s employees are represented by unions under the terms of industry-wide collective bargaining agreements.  The largest collective bargaining agreement, which covers drivers and maintenance personnel, expires on February 1, 2008.

Concordia Bus Finland considers its relations with its employees and the unions to be good.  See “Risk Factors—Risks Related to the Company—Our employees are heavily unionized.  Bargaining power and strikes can hurt our business.”

Environmental Regulation and Other Regulations

Concordia Bus Finland is required to comply with the Finnish environmental, health and safety regulation, a large part of which originates from the European Union regulations implemented into Finnish law.  The applicable legislation (i.e. the Environmental Protection Act and the Environmental Protection Decree, the Chemicals Act and the related regulations, and the Waste Act) and other regulations include provisions regarding environmental permits, emission standards, storage and handling of fuels and other hazardous substances, waste management, technical provisions regarding maintenance of buses and requirements regarding the environmental safety standard of fuel distribution stations.

In addition, the public transportation contracts entered into with various public entities in the Helsinki area provide that the buses have to fulfill, certain technical and other requirements.

Legal Proceedings

Concordia Bus Finland is not currently involved in on-going legal proceedings.

Business Management

In Sweden we have structured autonomous operations for each business line—the contractual public bus transportation business, the express bus business and coach hire.  Each operating unit is responsible for preparing and securing and integrating new business, operational management, and long term planning.  We provide overall business direction policies and control systems, and financial, information technology, and property and asset management services and funding.  In addition, we are responsible for Strategic Business Development of each unit and responsible for key investment decisions.

We are the largest operator of buses in the Nordic region.  Our size permits us to seek favorable terms from suppliers in the Nordic region and elsewhere.  Consequently, we are not dependent on any one supplier to meet our bus requirements.  We have entered into framework agreements with Volvo and Evobus for the supply of our buses going forward.  As far as possible, we will continue to acquire vehicles under operating lease arrangements to meet our bus fleet needs.  Our fleet investments are dependent on compliance with fleet age requirements under our existing contracts and fleet specification changes at the time of retendering.

We have entered into operating lease agreements to finance a portion of our bus fleet.  As of February 28, 2006, 1,571 of our 3,397 buses were financed through operating lease arrangements.  The net present value of outstanding obligations for buses as of February 28, 2006, was SEK 1,020 million (the net present value of our outstanding obligations under leases relating to real estate as of February 28, 2005, was SEK 39 million).

The large majority of lease terms for buses include residual value guarantees from the bus manufacturer, whereby we retain an option to return the buses to the manufacturer without cost to us.  The number of buses that can be returned under these agreements is subject to certain limitations.

The structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and the residual value agreed with the manufacturer for the period of the lease.  At the end of each leasing contract period each leasing contract can be renewed or terminated.  The lease payments for the second leasing period are always at terms based on the fair value at the date of the extension which are usually lower than the

22




payments during the initial term.  If we are successful in renewing or extending a local public transportation authority contract, our leasing contract can be renewed at terms based on the fair value at the date of the extension.  This is likely to result in lease payments which are substantially lower than the payments during the initial term.

We centralize our fuel purchases in order to benefit from bulk purchases.  We obtain most of our diesel fuel requirements from a single major petroleum company in the Nordic region.  In the year ended February 28, 2006, we used approximately 97 million litres of diesel fuel.  Our contract with this supplier currently ends June 30, 2006, but will automatically renew for two years unless notice is provided by either party three months prior to the end date.  The price is based on the prevailing spot price for diesel fuel at the time of purchase.  In addition, we hedge a portion of our diesel fuel purchases.

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Quantitative and Qualitative Disclosures About Market Risk—Fuel Prices”.  We believe that, if necessary, we could find an alternative supplier for our diesel fuel requirements.

We rent our tires from Michelin.  Rental fees are charged on a per kilometer basis.  Michelin provides all necessary maintenance with respect to the tires.  Our current contract with Michelin expires December 31, 2008.  Under the contract, Michelin is required to supply us with all the tires that we may require for our buses.  We believe that, if necessary, we could find an alternative supplier of tires for our buses.

Information Technology

We have standardized, modernized and centralized our hardware and software applications across our operations, and the complete function is now run internally (after previously being outsourced).  We currently have four standardized core applications covering financial reporting, traffic planning, fleet maintenance, and administrative planning.  Our Finnish and Norwegian operations and the vast majority of our locations in Sweden are connected to the Stockholm head office by permanent, high-speed connections.  We have established a training center in the head office to ensure a smooth roll-out of the system.

We are in the final stages of implementing OMS, our Operational Management System.  We have in place a “production barometer,” a system which enables us to examine production activity at each of our locations on a day by day basis against budgeted hours.

C.            Organizational Structure

The following chart sets forth the corporate structure of Concordia.

CHART

(a)           Pursuant to an intercompany loan agreement entered into on February 28, 2002, as amended and restated on January 16, 2004 and again on July 22, 2005 Bus provided a shareholder loan (the “Subordinated Shareholder Loan”) to Concordia originally in the amount of SEK 501 million in aggregate principal amount, comprising a portion of the net proceeds of the Senior Subordinated Notes issued in 2002.  The most recent amendment novated the Subordinated Shareholder Loan to Holding and; as of February 28, 2006, the outstanding amount is SEK 167 million.  The terms of this Subordinated Shareholder Loan, as so amended and restated, provide that (i) interest accrues at a rate of 11% per annum, (ii) the loan is payable on demand and (iii) payments in respect of the Subordinated Shareholder Loan are subordinated to Concordia Bus Nordic’s obligations under the Senior Notes.

(b)           The Senior Notes benefit from (i) a pledge by Holding of the shares in Concordia, (ii) a pledge by Concordia of the shares of all of its operating subsidiaries, (iii) certain other security, including a pledge by Swebus Busco AB of all of the buses it owns (with a book value at February 28, 2005, of approximately SEK 1 billion), which represents substantially all of the tangible fixed assets of Concordia and its operating subsidiaries, and a pledge by Swebus AB of a floating charge over its assets securing an amount up to SEK 115 million and (iv) a pledge by Concordia of certain secured intercompany loans to Swebus AB and Swebus Busco AB, in the amounts of SEK 200 million and SEK 800 million, respectively, pursuant to which a second ranking security interest over certain assets of those Guarantors has been granted to Concordia.  The indenture in respect of the Senior Notes includes certain intercreditor arrangements between Concordia and the trustee with respect to the collateral securitising such intercompany loans.  The laws of certain jurisdictions may limit recovery over security constituting the collateral.

(c)           Holding, Swebus AB, Swebus Busco AB, Swebus Express AB, Interbus AB, Ingeniø M.O., Schøyens Bilcentraler AS, Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Malmfältens Omnibus AB and Enköping-Bõlsta Fastighetsbolag AB.

(d)           These companies are dormant and have no material assets.  As Concordia has designated Arlanda Buss AB, Billingens Trafik AB, Enköping-Bålsta Trafik AB, Hälsinge Wasatrafik AB, AB Härnösandsbuss, Karlstadsbuss AB, AB Kristinehamns Omnibusstrafik, Saltsjöbuss AB, Swebus Service AB, Swebus Västerås AB, Tumlare Buss AB, Wasabuss AB and Wasatrafik AB as unrestricted subsidiaries these companies do not guarantee the Senior Notes.

D.            Property, Plants and Equipment

Concordia operated 3,397 buses at February 28, 2005, of which 1,571 were operated under operating lease agreements with

23




the other 1,828 buses being either legally owned by Concordia or operated under financing lease agreements.  At February 28, 2005 we operated 2,766 buses, 343 buses and 288 buses in Sweden, Norway and Finland, respectively.

At February 28, 2005, we operated 3,730 buses, of which 1,470 were operated under operating lease agreements with the other 2,260 buses being either legally owned by Concordia or operated under financing lease agreements.  At February 28, 2005 we operated 2,989 buses, 379 buses and 362 buses in Sweden, Norway and Finland, respectively.

At February 29, 2004, we operated 3,156 buses, 405 buses (of these 405 buses, 94 had been purchased pursuant to a contract entered into in January of 2004 and included in the February 2004 year end totals, though these 94 buses were not delivered to SBC until March of 2004) and 347 buses in Sweden, Norway and Finland, respectively.

The average age of our fleet was ten years for buses owned by Concordia or operated under finance lease agreements and four years for buses operated under operating lease agreements for the fiscal year ended February 28, 2005, ten years for buses owned by Concordia or operated under finance lease agreements and three years for buses operated under operating lease agreements for the fiscal year and ended February 29, 2004 and nine years for buses owned by Concordia or operated under finance lease agreements and two years for buses operated under operating lease agreements for the fiscal year ended February 28, 2003.

Those of our buses which are subject to operating lease agreements are also subject to residual value guarantees from our bus suppliers, Volvo and Mercedes/SETRA.  The residual value guarantees enable Concordia to return those buses to our suppliers at no further cost to us at the end of the first lease period of the operating lease agreement.  The first lease period must be at least 48 months for Mercedes/SETRA buses and at least 60 months for Volvo buses.

The return conditions, stated in the residual value guarantees, include that the buses must be in roadworthy condition and fulfill a kilometer allowance.  If the buses do not meet these conditions, Concordia may have to compensate the suppliers for the extra cost.

The residual value guarantees also include a limitation regarding the number of buses that can be returned to the suppliers.  For Volvo buses, the return is limited to a total number of vehicles per calendar year corresponding to 30 percent of the average purchases of new Volvo buses during the past three calendar years.  For Mercedes/SETRA buses the return of buses is limited to the annual average (20% of the overall amount) per year of the deliveries of Mercedes/SETRA buses between 2000 and 2004.  The Mercedes/SERTA buses are provided pursuant to the Evobus framework agreement.

We currently lease our facilities, the majority of them for use by Swebus.  Swebus conducts its bus operations out of a system of 45 depots and 74 parking areas located throughout Sweden. These divide as follows:

·              45 depots, which include garages with full maintenance facilities, washing facilities, parking, administrative offices and eating and changing facilities for drivers and mechanics;

·              20 sub-depots, which include washing facilities, parking, small administrative offices for payroll disbursement and limited facilities for drivers; and

·              74 parking areas with limited staff facilities.

Some of the larger depots are located adjacent to bus stations and Swebus rents portions of parking capacity to some external customers.  However, Swebus does not operate bus stations.

We generally select our depot sites according to their proximity to our routes.  We intend to examine ways to use sales and leasebacks of depots with flexible lease terms as a way for Swebus to change depots to adjust to its changing needs as public transportation contracts are won and lost.Concordia has no material properties in Norway or Finland.

Item 5. Operating and Financial Review and Prospects

A.            Operating Results

The following should be read in conjunction with our consolidated financial statements included in this annual report starting on page F-1.  Our consolidated financial statements are prepared in accordance with Swedish GAAP, which differ in various significant respects from US GAAP.  The significant differences between Swedish GAAP and US GAAP are discussed in Note 33 to the consolidated financial statements of Concordia included elsewhere in this annual report.

Overview

Concordia Bus Nordic AB was incorporated on December 22, 1932.  In January 2000, Bus, backed by SG (the then parent company of SBC) and certain private equity funds affiliated with Goldman Sachs International, acquired Concordia Bus Nordic.  In connection with the acquisition, SG agreed to contribute its bus operating subsidiary, SBC, to Bus by no later than March 1, 2002, pursuant to mutual options.  On February 28, 2001, we acquired SBC with effect from February 1, 2001.

We provide public bus transportation services in Sweden, Norway and Finland, through our three main operating subsidiaries:  Swebus, SBC and Concordia Finland, respectively.  We also provide express bus and coach hire services.  In Sweden, we currently operate 2,766 buses, and are the largest operator through Swebus, with an estimated market share of approximately 29% of the public bus transportation market (measured by the number of buses in operation).  This market share data has been calculated based on the share of total number of buses, as provided by the CPTA.  In Norway, SBC currently operates approximately 343 buses and has an estimated 16% market share of the public bus transportation market in southeastern Norway, which includes Oslo and neighboring cities.  This market share data has been calculated based on the share of total number of buses, as provided by the CPTA.  In Finland, Concordia Finland currently operates 288 buses and is

24




the second largest operator in the greater Helsinki area with a market share of 25%.  This market share data has been calculated based on the relative numbers of contract kilometers.  This information is made available at each tendering.

The operating results for Concordia Bus Nordic during the fiscal years 2004 to 2006 have been negative, mostly due to loss making contracts in the CPTA segment.  The group profit and loss statement for Concordia Bus Nordic for the year ended February 28, 2006 shows that earnings generated by the underlying businesses during the period March 1, 2005 - February 28, 2006 have not been sufficient to cover Holding’s costs.  Concordia and its subsidiaries are continuing to implement changes in the operations, changes to the administrative structure and certain changes in the capital structures.  Changes in operations and administrative structure are made to improve traffic planning and make the usage of buses and staff more efficient.

On July 22, 2005, Concordia Bus Nordic AB and Concordia Bus AB gave notice that they had entered into an agreement with an ad hoc committee which represents not less than 75% of the bond holders in Concordia Bus AB’s bond loan, an informal group which represents the majority of the bond holders in Concordia Bus Nordic’s bond loan and the owners of Concordia Bus AB regarding the reorganization of Concordia Bus AB.  According to the agreement, the bond holders have waived the entire loan of Euro 160 million, including accrued interest, in exchange for shares in Concordia Bus AB corresponding to 97.5% of the share capital.  The reorganization was carried out on October 4, 2005.  In connection with the reorganization, Concordia Bus received a loan of Euro 45 million in order to cover the reorganization costs and strengthen liquidity in the group.  In connection with the annual accounts, the subsidiaries, Swebus AB and Swebus Busco AB, have received equity through a shareholder’s contribution from Concordia Bus Nordic Holding totaling SEK 800 million, in order to strengthen their equity.

Our contracts with public transportation authorities are typically structured such that the level of monthly fees depends on the contractually agreed volume of operations, which varies from month to month, and in many cases declines in the summer months.  In addition, our express bus and coach hire services businesses usually experience relatively high revenues from April to September and during December in a given year, as customers tend to use these services during vacation periods and periods having more favorable weather.  Furthermore, as a result of our collective bargaining agreements, our personnel costs usually increase in the beginning of each calendar year.

Critical Accounting Policies

The preparation of our consolidated financial statements requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented.  The following paragraphs include descriptions of some accounting areas that require a higher degree of complexity and/or judgment in making estimates.

Recoverability of tangible and intangible fixed assets including goodwill.

Impairment reviews of tangible and intangible fixed assets, including goodwill, are performed whenever there is an indication of possible impairment.  The carrying values of fixed assets, including goodwill related to those assets, are not considered to be recoverable when the expected discounted cash flows from those assets are less than their carrying values.  An impairment loss is determined based on the amount by which the carrying value exceeds the fair value of those assets.  Losses on fixed assets to be disposed of are determined in a similar manner, taking into account the selling price reduced by the costs of disposal.

One of our significant assets is our goodwill in our subsidiary SBC.  If future cash flows do not develop favorably, there is a risk that goodwill may be impaired and need to be written-down.  Goodwill is accounted for in accordance with Swedish GAAP which in certain areas differs from US GAAP.  Please see Note 32 item (a), “Goodwill amortization,” to the consolidated financial statements of Holding filed as part of this annual report for a description of those differences.

In addition to goodwill, we also have significant investments in buses.  As of February 28, 2006, the carrying value of buses was SEK 1,041 million.  The depreciation of these buses is based on a straight-line basis over their estimated useful lives, which range from three to 14 years depending on the type of bus.  Recoverability of these assets being held and used is measured by a comparison of the carrying amount of the asset to the future net cash flows expected to be generated by the asset.  If such assets are considered impaired, the impairment loss recognized is measured as the amount by which the carrying value of the asset exceeds the fair value of the asset.  If we are not successful in renewing our contracts at a level that keeps our buses in service, we may have excess bus capacity and therefore may desire to sell these buses to third parties.  In such a situation the carrying value of these buses may exceed the amount that can be recovered in a sales transaction.

Loss making contracts.

Most of our contracts are five to eight year contracts with municipalities to provide bus services in a particular area.  Under the terms of these contracts, revenues are generally indexed at a rate corresponding to a consumer price index or a price index which more closely corresponds to the company’s actual cost structure in providing its services, such as an index that considers the significance of changes in diesel prices, payroll costs and other expenses.  Due to the fact that the contracted price level on some of our older contracts has proven to be too low to fully cover the costs of those contracts, certain contracts have become loss making.  Provisions have been recorded on an individual CPTA basis.  We may be required to record additional provisions for loss making contracts in the future if the increase in revenue from the underlying contracts

25




does not offset the actual increase in costs.

Deferred income taxes.

Considering our recent history of losses, we have not recorded any deferred tax asset for our operating loss carry forward, or temporary tax difference.

Going Concern Matters

Concordia Bus Nordic has interest-bearing liabilities amounting to SEK 1,263 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. It is evident from the consolidated income statement for Concordia Bus Nordic AB as per February 28, 2006 that profits from the underlying subsidiaries are insufficient to cover the parent company’s costs for the financial year March 1, 2005 – February 28, 2006.

The Concordia Bus group has accumulated significant historical deficits whereupon equity has become negative and cash and bank balances have declined.  The issue of the conditions for continued operation of the group’s business thus came to the fore during 2005.  On July 22, 2005, Concordia Bus Nordic AB and Concordia Bus AB gave notice that they had entered into an agreement with an ad hoc committee which represents not less than 75% of the bond holders in Concordia Bus AB’s bond loan, an informal group which represents the majority of the bond holders in Concordia Bus Nordic’s bond loan and the owners of Concordia Bus AB regarding the reorganization of Concordia Bus AB.  According to the agreement, the bond holders have waived the entire loan of Euro 160 million, including accrued interest, in exchange for shares in Concordia Bus AB corresponding to 97.5% of the share capital.  The reorganization was carried out on October 4, 2005.  In connection with the reorganization, Concordia Bus received a loan of Euro 45 million in order to cover the reorganization costs and strengthen liquidity in the group.  In connection with the annual accounts, the subsidiaries, Swebus AB and Swebus Busco AB, have received equity through a shareholder’s contribution from Concordia Bus Nordic Holding totaling SEK 800 million, in order to strengthen their equity.

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.

New Accounting Principles in 2005 for Swedish GAAP

During the year ended February 28, 2005, the recommendation Employee Benefits (RR 29) issued by the Swedish Financial Accounting Standards Council, became effective. The change has positively affected consolidated equity as of March 1, 2004 by SEK 5 million, net of deferred taxes.

International Financial Reporting Standards

Effective January 1, 2005, all listed European Union companies are required to present their consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”).  The latest date for transitioning for Concordia will be the year ended February 28, 2007, which means that the first full set of financial statements will be the Company’s financial reports for the year ending February 28, 2008.

Concordia is currently in the process of assessing the implications of the adoption of IFRS.  The impact that these new standards will have on the Company’s net loss and financial position has not yet been assessed.

Major disclosure differences based on the current IFRS status relate to the following areas:  judgments, assumptions, risks and information regarding acquisition of companies.  Major accounting differences based on the current IFRS status includes the following areas:

·              Intangible assets—Goodwill amortization will no longer be allowed;

·              Share based payment—The fair value of awards is recognized in equity at the grant date and expensed during the

26




vesting period;

·              Financial instruments—In general, to be reported at fair value and depending on classification, to be taken either through the income statement or directly to shareholders’ equity;

·              Component method of depreciation.

New Accounting Principles in 2005 for US GAAP

Consolidation of Variable Interest Entities

In December 2003, the U.S. Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” (“FIN 46R”) which addresses the consolidation of variable interest entities by business enterprises. Variable interest entities are entities in which either the equity investment at risk is not sufficient to absorb the probable losses without additional subordinated financial support from other parties, or the investors with equity at risk lack certain essential characteristics of a controlling interest. Under FIN 46R, an entity must consolidate any variable interest entity in which the entity holds variable interests and is deemed the primary beneficiary. Portions of the requirements of FIN 46R were required to be adopted during the year ended February 29, 2004, while other portions were required to be adopted during the year ended February 28, 2005 under the transition rules. The adoption of the remaining provisions of FIN 46R during the year ended February 28, 2005 did not have a significant effect on our consolidated financial position or results of operations reported in accordance with US GAAP.

In May 2003, the Emerging Issues Task Force of the FASB reached a consensus on Issue No. 00-21 “Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”), providing further guidance on how to account for multiple element contracts. EITF 00-21 was effective for all arrangements entered into by us on or after March 1, 2004. The adoption of the EITF 00-21 during the year ended February 28, 2005 did not have a significant effect on our consolidated financial position or results of operations reported in accordance with US GAAP.

In December 2004, the FASB issued SFAS No. 153, “Exchanges of Non-Monetary Assets – an amendment of APB Opinion No. 29” (“SFAS 153”).  Accounting Principles Board (“APB”) Opinion No. 29, “Accounting for Nonmonetary Transactions” provided an exception to the basic fair-value measurement principle for exchanges of similar productive assets. That exception required that some nonmonetary exchanges, although commercially substantive, be recorded on a carryover basis. SFAS 153 eliminates the exception to fair value for exchanges of similar productive assets and replaces it with a general exception to fair-value measurement for exchange transactions that do not have commercial substance—that is, transactions that are not expected to result in significant changes in the cash flows of the reporting entity. SFAS 153 is effective prospectively for us in accounting for nonmonetary asset exchanges which occur on or after March 1, 2006 for US GAAP purposes.

In May 2005, the FASB issued SFAS No. 154, “Accounting Changes and Error Corrections - a replacement of APB Opinion No. 20 and FASB Statement No. 3” (“SFAS 154”). SFAS 154 applies to all voluntary changes in accounting principle, and changes the requirements for accounting for and reporting of a change in accounting principle. SFAS 154 requires retrospective application to prior periods’ financial statements of a voluntary change in accounting principle unless it is impracticable. APB Opinion No. 20, “Accounting Changes” previously required that most voluntary changes in accounting principle be recognized by including in net income of the period of the change the cumulative effect of changing to the new accounting principle. SFAS 154 is effective for accounting changes and corrections of errors made by us on or after March 1, 2006 for US GAAP purposes, except that SFAS 154 does not change the transition provisions of any existing accounting pronouncement, including those that are in a transition phase as of March 1, 2006.

Results of Operations

The following table sets forth our results of operations for the years indicated in terms of amounts as well as a percentage of net revenue.

 

 

Year ended 
February 28, 2006

 

Year ended 
February 28, 2005

 

Year ended 
February 29, 2004

 

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

 

(in millions SEK, except percentages)

 

Net revenue

 

4,683

 

100.0

%

4,812

 

100.0

%

4,761

 

100.0

%

Operating expenses(a)

 

(4,671

)

(99.7

)%

(4,722

)

(98.1

)%

(4,544

)

(95.4

)%

Gain (loss) on sale of fixed assets

 

6

 

0.1

%

4

 

0.1

%

6

 

0.1

%

Depreciation; amortization and write-down

 

(300

)

(6.4

)%

(350

)

(7.3

)%

(331

)

(7.0

)%

Operating loss

 

(282

)

(6.0

)%

(256

)

(5.3

)%

(108

)

(2.3

)%

Financial income and expenses, net

 

(274

)

(5.9

)%

(141

)

(2.9

)%

(146

)

(3.1

)%

Income taxes

 

(1

)

(0.0

)%

1

 

0.02

%

83

 

1.7

%

Net loss

 

(557

)

(11.9

)%

(396

)

(8.2

)%

(171

)

(3.6

)%

 

27




(a)           Operating expenses

 

Year ended 
February 28,
2006

 

Year ended 
February 28,
2005

 

Year ended 
February 29,
2004

 

 

 

SEK

 

SEK

 

SEK

 

 

 

 

 

 

 

 

 

Fuel, tires and other consumables

 

(1,113

)

(989

)

(929

)

Other external costs

 

(1,049

)

(1,127

)

(1,004

)]

Personnel costs

 

(2,509

)

(2,606

)

(2,611

)

Operating expenses .

 

(4,671

)

(4,722

)

(4,544

)

 

The following table sets forth our revenues, in terms of amounts as well as a percentage of revenues, and operating profit (loss), in terms of amounts and as a percentage of total operating profit (loss), on the basis of each of our businesses:

 

 

Year ended
February 28,
2006

 

Year ended
February 28,
2005

 

Year ended
February 29,
2004

 

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

 

 

(in millions of SEK, except percentages)

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Bus services for local public transportation authorities

 

4,088

 

87.3

%

4,272

 

88.8

%

4,242

 

89.1

%

Express bus operations

 

364

 

7.8

%

337

 

7.0

%

327

 

6.9

%

Coach hire operations

 

136

 

2.9

%

117

 

2.4

%

110

 

2.3

%

Other

 

95

 

2.0

%

86

 

1.8

%

82

 

1.7

%

Net revenue

 

4,683

 

100.0

%

4,812

 

100.0

%

4,761

 

100.0

%

Operating profit (loss):

 

 

 

 

 

 

 

 

 

 

 

 

 

Bus services for local public transportation authorities

 

(178

)

 

(187

)

 

(92

)

 

Express bus operations

 

13

 

 

29

 

 

34

 

 

Coach hire operations

 

1

 

 

4

 

 

3

 

 

Other

 

(118

)

 

(102

)

 

(53

)

 

Total operating loss

 

(282

)

 

(256

)

 

(108

)

 

 

Full year ended February 28, 2006 compared to the full year ended February 28, 2005

The following section provides an analysis of our results of operations between the actual numbers for the year March 1, 2005 – February 28, 2006 as compared with year March 1, 2004 – February 28, 2005.

Revenues

Revenues decreased SEK 129 million, or 3%, from SEK 4,812 million for the year ended February 28, 2005, to SEK 4,683 million for the year ended February 28, 2006, mainly because the loss of contracts exceeded the revenues we gained from new contracts and increased prices in existing contracts.

Revenues from the provision of bus services for local public transportation authorities decreased by SEK 184 million, or 4%, from SEK 4,272 million for the year ended February 28, 2005, to SEK 4,088 million for the year ended February 28, 2006.

The decrease in revenue is principally due to lost contracts of SEK 498 million and decreased volume in existing contracts of SEK 14 million. This was partially offset by our winning of new contracts, which provided an increase of SEK 126 million and increased prices in existing contracts of SEK 191 million. Added to this, we have a positive foreign exchange variance of SEK 11 million.

Revenues from express bus services increased by SEK 27 million, or 8%, from SEK 337 million for the year ended February 28, 2005  to SEK 364 million for the year ended February 28, 2006. This increase is mainly due to increased number of passengers on the routes between Stockholm-Oslo and Stockholm-Copenhagen, which have resulted in increased revenue by SEK 11 million. The remaining increase is a result of a a higher yield from passenger tickets marginal.

28




Revenues from coach hire increased by SEK 19 million, or 16%, from SEK 117 million for the year ended February 28, 2005, to SEK 136 million for the year ended February 28, 2006. The increase is attributed to revenues from the tourist traffic in FO-resor, which was acquired September 1, 2004, and increased volume in the Stockholm area.

Other revenues amounted to SEK 95 million for the year ended February 28, 2006, and SEK 86 million for the year ended February 28, 2005. Other revenues largely consist of sales of diesel fuel and maintenance and repair services to third parties.

Gain on Sale of Fixed Assets

Gain on sale of fixed assets is comprised of sales of buses and other assets. Gain on sale of fixed assets was SEK 6 million for the year ended February 28, 2006 compared to SEK 4 million for the year ended February 28, 2005.

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 include operating lease charges. Operating costs decreased by SEK 51 million, or 1%, from SEK 4,722 for the year ended February 28, 2005, to SEK 4,671 million for the year ended February 28, 2006. This decrease is due to a number of factors, which are explained below.

Fuel, tires and other consumable costs have increased by SEK 124 million or 13% to SEK 1,113 million for the year ended February 28, 2006 from SEK 989 million for the year ended February 28, 2005. The increase was largely due to an increase in fuel prices of SEK 132 million, which was offset by decreased fuel costs of SEK 28 million as a result of reduced traffic from our lost contracts. The average diesel price was SEK 7,03 per liter for the year ended February 28, 2005, compared to SEK 5,95 for the year ended February 28, 2005. In addition, costs for maintenance, tyres and washing and cleaning increased by SEK 20 million, compared to the year ended February 28, 2005, mainly as a result of a provision for tyre costs in February 2006 of SEK 17 million.

There has been a 4% decrease in personnel costs, by SEK 97 million to SEK 2,509 million, for the year ended February 28, 2006, from SEK 2,606 million for the year ended February 28, 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 219 million. This decrease was partly offset by an increase in wages resulting from an effective increase in salary of SEK 124 million. Other personnel costs have decreased by SEK 13 million and pension premiums decreased by SEK 3 million. Added to this, personnel costs in connection with closure of depots in Sweden are SEK 14 million higher than last year

Operating lease charges decreased by SEK 1 million or by less than 1% to SEK 427 million for the year ended February 28, 2006 from SEK 428 million for the year ended February 28, 2005. This decrease was principally a result of decreased lease charges for buses entering the second lease-term, where the lease charges are approximately 60% lower than in the first lease term, which resulted in lower lease charges of SEK 13 million, this was offset by an increased number of buses under operational lease.

Other external costs decreased by SEK 77 million to SEK 622 million for the year ended February 28, 2006 from SEK 699 million for the year ended February 28, 2005. The decrease was largely due to provisions in the year-end closing last year whic incurred other external costs of SEK 120 million and  utilization of provisions for loss making contracts which was lower by SEK 9 million for the year ended February 28, 2006. This was offset by professional fees in connection with the restructuring of Concordia Bus of  SEK 30 million, increased insurance premiums of SEK 5 million, an increase in marketing and sales costs of SEK 4 million and costs in connection with restructuring and close down of depots in Sweden of SEK 13 million.

Depreciation and Amortization

Depreciation and amortization charges comprise principally the depreciation of buses and other vehicles but they also relate to the depreciation of tools, fixtures and fittings, buildings and computer equipment. In addition, amortization of goodwill resulting from acquisitions of bus operations is also included.

29




Depreciation and amortization costs decreased by SEK 50 million, or 14%, from SEK 350 million for the year ended February 28, 2005, to SEK 300 million for the year ended February 28 2006. This is mainly due to a lower number of buses in the fleet that we own, resulting in lower depreciation of SEK 45 million, and write-down of surplus buses, which was SEK 5 million higher the year ended February 28, 2005. The number of owned buses as of November 30, 2005 was 1,826, compared to 2,235 as of November 30, 2004.

Operating profit/loss

Operating loss was SEK 282 million for the year ended February 28, 2006, compared to SEK 256 million for the year ended February 28, 2005.

Operating loss from bus operations for local public transportation authorities was SEK 178 million for the year ended February 28, 2006, compared to an operating loss of SEK 174 million for the year ended February 28, 2005, mainly due to reduced volume.

Operating profit from express bus services decreased by SEK 16 million to SEK 13 million for the year ended February 28, 2006 compared to SEK 29 million for the year ended February 28, 2005. This is mainly due to increased fuel prices, increased subcontracting and staff costs.

Operating profit from coach hire services was SEK 1 million for the year ended February 28, 2006, compared to an operating profit of SEK 4 million for the year ended February 28, 2005, due to the weak market for coach hire in Sweden.

Head office costs and other items increased from SEK 102 million for the year ended February 28, 2005, to SEK 104 million for the year ended February 28, 2006, mainly due to costs in connection with the restructuring of Concordia Bus.

Financial Income and Expenses

Financial income and expenses includes interest income from cash and cash equivalents and interest expense from loans made by banks and other financial indebtedness. Financial income and expenses increased by SEK 133 million from a financial expense of SEK 141 million for the year ended February 28, 2005 to SEK 274 million for the year ended February 28, 2006.

This result can be primarily attributed to the restructuring of Concordia, where we had costs for consent fees, funding fees and commitment fees of a total of SEK 71 million for the year ended February 28,2006 compared to SEK 6 million for the year ended February 28,2005. Added to this, foreign exchange gains and losses resulted in increased costs of SEK 61 million, we had a foreign exchange loss of SEK 43 million for the year ended February 28, 2006, compared to a foreign exchange gain of SEK 18 million for the year ended February 28, 2005. Interest costs also increased by SEK 8 million.

Taxes

The standard rate of taxation in Sweden is 28%. The effective tax rate for the year ended February 28, 2006 was 0%. This effective tax rate resulted from amortization of goodwill of 2% and valuation allowance of net operating losses of 26%.

Full year ended February 28, 2005 compared to the full year ended February 29, 2004

The following section provides an analysis of our results of operations between the actual numbers for the year March 1, 2004 — February 28, 2005 as compared with year March 1, 2003 — February 29, 2004.

Revenues

Revenues increased SEK 51 million or 1% from SEK 4,761 million for the year ended February 29, 2004 to SEK 4,812 million for the year ended February 28, 2005.

Revenues from the provision of bus services for local public transportation authorities increased by SEK 30 million, or 1%, from SEK 4,242 million for the year ended February 29, 2004 to SEK 4,272 million for the year ended February 28, 2005.  The increase in revenue is principally due to our winning of new contracts, which provided an increase of SEK 411 million which was offset by the impact from lost contracts of SEK 410 million and a strike in Finland in November 2004 that caused a loss of revenues of SEK 13 million during the year ended February 28, 2005.  In the fiscal year 2004 we had a retroactive compensation from the Stockholm CPTA in May 2003 of SEK 28 million as a result of a law requiring more frequent breaks

30




for drivers, which had a positive impact on the year ended February 29, 2004.  The net impact from the volume and price changes on the existing contracts was positive by SEK 70 million during the year ended February 28, 2005.

Revenues from express bus services increased by SEK 10 million, or 3%, from SEK 327 million for the year ended February 29, 2004 to SEK 337 million for the year ended February 28, 2005.  This increase is largely due to a higher yield from passenger tickets of SEK 5 million, attributable to an increase in passenger traffic of SEK 2 million and an increase in prices of SEK 3 million.

Revenues from coach hire services increased by SEK 7 million, or 6%, from SEK 110 million for the year ended February 29, 2004 to SEK 117 million for the year ended February 28, 2005.  The revenue increase is mainly due to the acquisition of the companies FO Resor and Marstrand Hermansby Buss, which increased revenue by SEK 9 million.

Other revenue increased by SEK 4 million from SEK 82 million for the year ended February 29, 2004, to SEK 86 million for the year ended February 28, 2005.  Other revenue largely consist of sales of diesel fuel, and maintenance and repair services to third parties.

Gain on Sale of Fixed Assets

Gain on sale of fixed assets is comprised of sales of buses and other assets.  Gain on sale of fixed assets was SEK 4 million for the year ended February 28, 2005 compared to SEK 6 million for the year ended February 29, 2004.

Operating Costs

Operating costs consist primarily of personnel costs (which includes wages, salaries, social security fees and pension costs for 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 external costs also include operating lease charges.

Operating costs increased by SEK 178 million, or 4%, from SEK 4,544 for the year ended February 29, 2004 to SEK 4,722 million for the year ended February 28, 2005.  This increase was due to a number of factors, which are explained below.

Fuel, tires and other consumable costs have increased by SEK 60 million or 6% to SEK 989 million for the year ended February 28, 2005 from SEK 929 million for the year ended February 29, 2004.  The increase is largely due to a high diesel price during the second and third quarter resulting in increased fuel costs of SEK 50 million, partially offset by reduced volume causing a reduced cost of SEK 17 million.  The increase was also due to higher maintenance costs of total SEK 22 million and due to a SEK 5 million increase in costs of washing and cleaning.

Personnel costs decreased by SEK 5 million or 0.2% to SEK 2,606 million for the year ended February 28, 2005 compared to SEK 2,611 million for the year ended February 29, 2004.  The decrease mainly resulted from a reduction of drivers due to lost contracts and productivity improvements of SEK 108 million and a reduction of pension costs due to lower pension premiums of SEK 22 million.  This was offset by an effective increase in salary of SEK 83 million and social charges of SEK 35 million.  Added to this, the restructuring of Concordia Bus resulted in a provision for personnel costs of SEK 7 million.

Operating lease charges increased by SEK 40 million, or 10%, from SEK 388 million for the year ended February 29, 2004 to SEK 428 for the year ended February 28, 2005.  This increase was principally a result of our increased use of operating leases for buses.  The total number of buses under operating leases was 1,470 as of February 28, 2005, compared to 1,317 as of February 29, 2004.

Other external costs increased by SEK 83 million to SEK 699 million for the year ended February 28, 2005 from SEK 616 million for the year ended February 29, 2004.  This was mainly due to costs related to the restructuring of Concordia Bus which has resulted in other external costs of SEK 120 million.  These costs contain provision for claim on CPTA of SEK 73 million, bad debt provision of receivable due from parent and management company of SEK 33 million and professional fees of SEK 14 million.  We also had increased damage and other operational costs of SEK 18 million.  This was partially offset by utilization of provisions for loss making contracts which was lower by SEK 59 million for the year ended February 28, 2005.

Depreciation; Amortization and Write-down

Depreciation and amortization charges comprise principally the depreciation of buses and other vehicles but also relate to the depreciation of tools, fixtures and fittings, buildings and computer equipment.  In addition, amortization of goodwill resulting from acquisitions of bus operations is also included.  Depreciation and amortization costs increased by SEK 19 million, or 6%, from SEK 331 million for the year ended February 29, 2004 to SEK 350 million for the year ended February 28, 2005 principally as a result of the write-down of buses in the year-end of SEK 42 million, offset by a shift from owned buses to a larger number of leased buses.  Total goodwill amortization remained constant at SEK 13 million for the year ended February 28, 2005 and for the year ended February 29, 2004.

Operating profit/loss

Operating loss was SEK 256 million for the year ended February 28, 2005, compared to SEK 108 million for the year ended February 29, 2004.

Operating loss from bus operations for local public transportation authorities was SEK 187 million for the year ended February 28, 2005, compared to an operating loss of SEK 92 million for the year ended February 29, 2004, mainly due to higher fuel costs and increased operating lease charges. 

Operating profit from express bus services decreased by SEK 5 million to SEK 29 million for the year ended February 28, 2005

31




compared to SEK 34 million for the year ended February 29, 2004.

Operating profit from coach hire services was SEK 4 million for the year ended February 28, 2005, compared to an operating profit of SEK 3 million for the year ended February 29, 2004.

Head office costs and others items increased from SEK 53 million for the year ended February 29, 2004, to SEK 102 million for the year ended February 28, 2005, mainly due to costs in connection with the restructuring of Concordia Bus. 

Financial Income and Expenses

Financial income and expenses includes interest income from cash and cash equivalents and interest expense from loans made by banks and other financial indebtedness.  Financial income and expenses decreased by SEK 5 million from a financial expense of SEK 146 million for the year ended February 29, 2004 to SEK 141 million for the year ended February 28, 2005.

This result can be primarily attributed to a write-off of deferred financing costs by SEK 21 million in January 2004, a positive effect of SEK 25 million, resulting from a foreign exchange loss of SEK 7 million for the year ended February 29, 2004 to a foreign exchange gain of SEK 18 million for the year ended February 28, 2005, as well as decreased interest income of SEK 2.  This was offset by higher interest payments and other financial charges of SEK 39 million due to higher interest rate.  The average calculated interest expenses on third party liabilities for the year ended February 28, 2005 was 9,0% compared to 7.3% for the year ended February 29, 2004.

Taxes

The standard rate of taxation in Sweden is 28%.  The effective tax rate for the year ended February 28, 2005 was 0%.  This effective tax rate resulted from amortization of goodwill of 3% and valuation allowance of net operating losses of 25%.

Market Risk

We currently have no hedges in place for diesel fuel costs for the period from March 1, 2006, to February 28, 2007.  However protection is provided through the diesel fuel price indexation provisions in many of our contracts, covering approximately 55% of our projected diesel fuel costs in fiscal year 2006.  See “—Quantitative and Qualitative Disclosure About Market Risk—Fuel Prices.”

As of the date hereof, SEK 1,230 million of our loans were denominated in euros.  See “—Quantitative and Qualitative Disclosures About Market Risk—Interest Rates” and “—Foreign Exchange.”

Many of our contracts are with local public transport authorities which rely on government subsidies for funding. Many European countries have sought to reduce subsidies in recent years.  Should Sweden, Norway or Finland more aggressively seek to reduce subsidies, fees from local public transportation authorities contracts may decrease, and local public transportation authorities could seek to renegotiate the scope of existing contracts.  A decision to reduce subsidies could have an adverse effect on potential fees under local public transportation authorities contracts.

Inflation had no material impact on our operations during the year ended February 28, 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 currently 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. 

B.                                    Liquidity and Capital Resources

Historically, our liquidity requirements arise primarily from our need to fund lease payments, purchase buses, service our and Bus’ debt obligations, fund our working capital requirements and expand our business. 

For the next twelve months our funds needed for lease payments (financial and operational) amount to SEK 331 million, for interest payments on our own debt of SEK 109 million and finance lease obligations of SEK 8 million.  The Company expects that its working capital requirements during the 2006 fiscal year will not be materially significant.  We have historically relied upon cash generated from operations and capital contributions from our parent Holding.  As we are a holding company, our principal asset is our investment in our subsidiaries.  We conduct no business or operations except through direct and indirect subsidiaries.

Following the issuance of the Senior Notes in January 2004, our indebtedness and debt service obligations increased significantly.  Absent a restructuring of the Parent Notes, we do not believe our working capital is sufficient for our present requirements.  For information about our proposed restructuring, see the sub-heading “Going Concern Matters” in the section “Operating and Financial Review and Prospects.”

Historical Cash Flow

Net cash flows provided by/used in operations

Net cash used by operating activities was negative SEK 257 million for the year ended February 28, 2006, compared to negative cash flow of SEK 58 million for the nine months ended November 30, 2004. The main reason for the negative cash flow is payment of restructuring fees of a total of SEK 146 million, including restructuring fees for our parent company Concordia Bus AB. The cash flow from operations has also been negatively effected by the higher price on fuel.

32




Net cash flows from operating activities was negative SEK 98 million for the year ended February 28, 2005, compared to positive cash flow from operating activities of SEK 24 million for the year ended February 29, 2004.  The difference was mainly due to higher fuel prices in operations of SEK 33 million, payment of SEK 15 million in restructuring fees in the last quarter.  We also had a retroactive compensation from the Stockholm CPTA in May 2003 of SEK 28 million as a result of a law requiring more frequent breaks for drivers, which had a positive impact on the year ended February 29, 2004.

Net cash flows provided by/used in investing activities

Net capex was SEK 74 million for the year ended February 28, 2006. Investments in tangible fixed asset were SEK 134 million for the year ended February 28, 2006, compared to SEK 112 million for the year ended February 28, 2005. The capital expenditure is attributed to a purchase of buses in Norway of SEK 84 million and purchase of equipment in Sweden and Norway. During the period we have sold buses and equipment worth of SEK 42 million and financial fixed assets worth of 19 million.

Net cash flows from investing activities was negative SEK 63 million for the year ended February 28, 2005, compared with negative SEK 11 million for the year ended February 29, 2004.  Investments in tangible fixed assets were SEK 112 million for the year ended February 28, 2005, compared to SEK 32 million for the year ended February 29, 2004.  Of the total capital expenditure SEK 29 million was attributable to purchase of used buses in relation to a new tender in Hedmark, which started in April 2004, SEK 23 million relate to purchase of used buses for the Skaraborg region, and SEK 13 million are attributable to buses we have purchased and sold during the year.  SEK 11 million was attributable to purchase of buses within a new business in Interbus.  The remaining capital expenditure was for purchase of equipment in Sweden and Norway.  During the year ended February 28, 2005 we sold buses for SEK 44 million, of which SEK 13 million were purchased and sold during the same year.  We have also sold apartments in Finland for SEK 10 million.

Net cash flows provided by/used in financing activities

Cash from financing activities are positive SEK 326 for the year ended February 28, 2006. This is a result of the restructuring where we received SEK 333 million in shareholders contribution from Concordia Bus AB. Payment of financial lease obligation amounts to SEK 7 million.

Net cash flows from financing activities decreased to negative SEK 8 million for the year ended February 28, 2005 from SEK 152 million for the year ended February 29, 2004.  This decrease was primarily the result of receiving the proceeds of the Senior Notes in the 2004 financial year.

Debt

As of February 28, 2005 we had total net indebtedness of SEK 1,070 million after the deduction of cash balance of SEK 192 million.  The interest expense for the year ended February 28, 2006 was SEK 148 million.

The outstanding amount of the Senior Notes as of February 28, 2006 was €130 million (SEK 1,230 million).  The Senior Notes will mature on August 1, 2009 and carry a fixed interest rate of 9.125% per annum.  Interest is paid on February 1 and August 1 of each year until maturity.

The indenture under which the Senior Notes were issued restrict, and in some cases prohibit, among other things, our and our subsidiaries’ ability to incur additional debt, make prepayments of certain debt, pay dividends, make investments, engage in transactions with affiliates, issue capital stock, create liens, sell assets, significantly alter the focus and structure of their business and engage in mergers and consolidations.  Certain of these limitations could impair our operations and limit our ability to implement certain of our strategies.  Concordia and its subsidiaries may not incur additional debt, except in certain limited circumstances, unless it meets a coverage ratio test that has not been met by the Concordia group for several years.  Continued inability to meet this test inhibits our ability to acquire funding, which may limit our ability to take advantage of possible opportunities.  Concordia and its subsidiaries may not prepay or retire indebtedness, except in certain limited circumstances, which could inhibit our ability to take advantage of changes in market interest rates or other favorable market conditions.  Other covenants narrow the scope of investments Concordia and its subsidiaries may make, which could inhibit our ability to pursue possible opportunities.  Concordia and its subsidiaries also face certain restrictions on their ability to create liens on or sell its assets, further limiting access to possible funding sources.  Concordia and its subsidiaries may not significantly alter the focus and structure of its business, which could limit our ability to diversify our lines of business.  Lastly, failure to comply with these covenants could result in a default under the Senior Notes, which in turn could result in an event of default under our other indebtedness, or an event of default under the indebtedness of Bus.

Leases

We have entered into operating lease agreements to finance a portion of our bus fleet.  As of February 28, 2006, 1,571 of our 3,397 buses were financed through operating lease arrangements.  The net present value of outstanding

33




obligations for buses as of February 28, 2006, was SEK 1,020 million (the net present value of our outstanding obligations under leases relating to real estate as of February 28, 2006, was SEK 39 million).

The large majority of lease terms for buses include residual value guarantees from the bus manufacturer, whereby we retain an option to return the buses to the manufacturer without cost to us.  The number of buses that can be returned under these agreements is subject to limitation.

The structure of the lease contract is such that at the inception of a new lease contract, the leasing fee is established based on the purchase price paid by the lessor and the residual value agreed with the manufacturer for the period of the lease.  At the end of each leasing contract period each leasing contract can be renewed or terminated.  The lease payments for the second leasing period are always at terms based on the fair value at the date of the extension which are lower than the payments during the initial term.  If we are successful in renewing or extending a local public transportation authority contract, our leasing contract can be renewed at terms based on the fair value at the date of the extension.  This is likely to result in lease payments which are substantially lower than the payments during the initial term.

In a situation where we are not able to pay outstanding lease fees, the lessor has the right to retain the buses at our expense and also obtain additional compensation based on the outstanding leasing fees at the time when the non-payment situation occurred.  Further, in the event of an acceleration under the Senior Notes following a default, all or part of the leasing contracts covering a significant portion of our leases may be terminated at the option of the lessor.  This could have a material adverse effect on our business.

Holding and Bus’ Debt

                Our liquidity requirements also include the requirement that we service Bus’ indebtedness. In connection with the restructuring, Bus has incurred €45,000,000 of indebtedness under the Mezzanine Facility.  After the restructuring Bus requires us to distribute sufficient funds to it service the Mezzanine Facility.  We estimate that we will have to distribute €3,825,000 indirectly to Bus in twelve months following the financial year ending February 28, 2006.

C.                                    Research and Development, Patents, Licences, etc.

Not applicable.

D.                                    Trend Information

During the year ended February 28, 2006 we submitted tenders for 1,509 out of the buses that were open for competitive tenders, which included contracts for routes where we operated 496 buses. Results for 1,509 of those tendered buses have been announced, 496 of which were for buses we operated. Concordia has won 762 buses in total of tenders announced during year consisting of 266 buses that we currently operate and 496 buses that were won from the competition.

During the year ended February 28, 2005, we have submitted tenders for 1,027 out of the 1,442 buses that were open for competitive tenders, which included contracts for routes where we already operated 421 buses.  We have retained 78 buses out of the 421 buses we operated and won 143 from our competitors.  Lost Units include our Oslo contract, which was for 65 buses,  Helsinborg contract, which was for 52 buses and several small contracts in Southern Sweden amounting to 79 buses.  In addition we won a total of 143 units from our competitors.

We believe that the favorable pricing environment in Sweden in urban city areas and moderate price increases in Finland will continue in the next fiscal year.  Pricing development in Norway is still irrational with some contracts still being tendered at uneconomical prices.

E.                                      Off-balance Sheet Arrangements

Concordia does not have any off-balance sheet arrangements (as defined in the rules to this Item 5.E.) which have or are reasonably likely to have a current or future negative effect on Concordia’s financial condition, changes in financial

34




condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.

F.                                      Tabular Disclosure of Contractual Obligations

The following table summarizes our contractual obligations and the expected settlement dates for the different obligations as of February 28, 2005:

 

 

 

 

Payments due by period:

 

 

 

Total

 

less than 1 year

 

1-3 years

 

3-5 years

 

after 5 years

 

 

 

(in millions of SEK)

 

Contractual obligations:

 

 

 

 

 

 

 

 

 

 

 

Long-term debt(a)(c)

 

1,230

 

 

 

1,230

 

 

Debt to affiliated companies(b)

 

271

 

271

 

 

 

 

Operating leases

 

2,013

 

331

 

524

 

512

 

646

 

Interest on rates

 

491

 

109

 

218

 

55

 

 

Financial leases

 

32

 

8

 

13

 

11

 

 

Total contractual obligations

 

4,037

 

719

 

755

 

1,808

 

646

 

 


(a)           This amount represents the Senior Notes (€130 million) translated into SEK at the rate of €1.00 = SEK 9.4630, the rate published by the Swedish central bank for February 28, 2006.  The debt bears interest at an annual rate of 9.125%.

(b)           Represents the Subordinated Shareholder Loan of SEK 501 million due to our parent Holding net of repayments made where there are no contractual requirements to repay the debt at a specified date.  Our parent companies, holding companies without any cash of their own, have obligations to pay interest on the Mezzanine Facility at a variable rate.

(c)           As described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Going Concern Matters,” violations of related debt covenants could cause the entire amount of debt to become due and payable in any period earlier than shown in this table.

Item 6.  Directors, Senior Management and Employees

A.                                    Directors and Senior Management

Board of Directors

Under the Swedish Companies Act of 1975, our Board of Directors has ultimate responsibility for our organization and the management of our affairs.  Our Articles of Association provide for a Board of Directors elected by our shareholders of not fewer than four nor more than ten directors.  Under Swedish law, the chief executive officer of a company and at least half of the members of the Board of Directors must be resident in an European Economic Area country unless the Swedish government or an authority appointed by the Swedish government grants an exemption.  In a public limited liability company, like Concordia, the chief executive officer may not also serve as the Chairman of the Board of Directors.  Concordia Bus BV, a company incorporated under the laws of the Netherlands, is not subject to this limitation under Swedish law.

Information concerning the Directors of Concordia is set forth below.

Name

 

Age

 

Position

Jan Sjöqvist

 

56

 

Chairman and Director

Jan Sundling

 

57

 

Director

Rolf Lydahl

 

61

 

Director

Gina Germano

 

40

 

Director

 

Jan Sjöqvist, born 1948. Chariman of the Board. Jan was appointed Chairman of the Board and Director of Concordia Bus in November 2005. Other appointments are Chairman of the Board of ODEN Anläggningsentreprenad, Board member of Stora Enso, Green Cargo and Lannebo Fonder. Former CEO of NCC.

35




Jan Sundling, born 1947. Jan was appointed Director of Concordia Bus in November 2005. He is CEO of Green Cargo Sweden since 2001. Former CEO of ASG and Linjeflyg. President of The Swedish International Freight Association, member of the Board of SIQ.

Rolf Lydahl, born 1945. Rolf was appointed Director of Concordia Bus in November 2005. Other appointments are Chairman of the Board of Jernhusen and IndeCap, member of the Board of Sardus, SwedCarrier and Electra Finans. Former CEO of Probo, vice CEO of Nordstjernan and Head of Credit Suisse’s representative office in Stockholm.

Gina Germano, born 1966, US citizen. Gina was appointed Director of Concordia Bus in November 2005. She is Senior portfolio manager of BlueBay Asset Management since 2002. Former portfolio manager of Lazard Asset Management, equity analyst at Morgan Stanley. Master from the University of Lund, degree from Boston University and Northwestern University

The address of the members of our Board of Directors is Solna Strandväg 78, SE 171 54, Solna, Sweden.

Senior Management

Day to day management of Concordia has been delegated by Concordia Bus AB to the management, which is comprised of the following persons:

Name

 

Age

 

Position

 

Year First Employed

Ragnar Norbäck

 

50

 

Chief Executive Officer

 

2004

Per Skargard

 

49

 

Chief Financial Officer

 

2004

 

Ragnar Norbäck was appointed Chief Executive Officer of Concordia Bus and director of Concordia on June 30, 2004.  He initially joined Concordia Bus’s senior management as Chief Operating Officer in February 2004.  His most recent position was with American Express as Head of Corporate Travel Nordic and Country Manager Nordic, a position he had held since October 2000.  From 1990 to 1996, he was COO of Linjebuss.  He then joined Volvo Aero as a Business Area Manager from 1996 through 1999.  He holds a Master of Science Degree from Chalmers University.

Per Skargard joined Concordia’s Executive Management team as Chief Financial Officer in November 2004.  His recent position was at DHL/Danzas/ASG Nordic as CFO since 2001. Per has a Bachelor of Business Administration and has practice CFO and Finance Director in transportation, telecom and retail business.

The following are members of our senior management that are not members of Concordia Bus BV’s management board:

Name

 

Age

 

Position

 

Year First Employed

Jan Bosaeus

 

46

 

Managing Director (Swebus AB)

 

2002

 

Jan Bosaeus is the Managing Director of Swebus AB.  He has been the Managing Director of Swebus since mid October 2002.  From May 2002 he worked as Director of Asset Management in Swebus.  From 1999 to 2002 he was in the senior management team of Kalmar LMV Sweden AB, with responsibility for after sales.  He received a Business Degree from IHM Business School in 1997.

Name

 

Age

 

Position

 

Year First Employed

Per Jansson

 

48

 

Managing Director (Swebus Express AB)

 

1983

 

Per Jansson is the Managing Director of Swebus Express AB since February 2006. Before this he was Nordic operating manager for American Express/Nyman Schultz travel agencies. He has 20 years experience of consumer products from positions withing ICA and Coop.

Name

 

Age

 

Position

 

Year First Employed

Per-Erik Ericson

 

60

 

Managing Director (Interbus AB)

 

1975

 

Per-Erik Ericson is the Managing Director of Interbus AB.  Per-Erik joined Interbus in 1975 and has been Managing Director since 1983.  He has 31 years of bus industry experience.

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Name

 

Age

 

Position

 

Year First Employed

Tom Ward

 

50

 

Managing Director (Concordia Bus Finland)

 

2004

 

Tom Ward is the Managing Director of Concordia Bus Finland.  He has been the Managing Director since December 2004.  Mr. Ward has a long career in transportation industry.  He previously worked as a Director of a profit centre in Oy Scan-Auto Ab.

The senior management of SBC is composed of the following person:

Name

 

Age

 

Position

 

Year First Employed

Sjur Brenden

 

45

 

Managing Director (SBC)

 

2001

 

Sjur Brenden received an MBA in 1989 in Sundsvall, Sweden.  He became the Managing Director of SBC in 2001, prior to which he was Managing Director of Sporveisbussene AS.  From 1989 to 1997, Mr. Brenden held different management positions in Linjebuss Sverige AB in Sweden.

The address of the members of our senior management is c/o Concordia Bus Nordic AB, Solna Strandväg 78, SE 171 54, Solna, Sweden.

B.                                    Compensation

During the year ended February 28, 2005, our board of directors did not receive any remuneration from us..  During the year ended February 28, 2006, members of our senior management received from us an aggregate remuneration of approximately SEK 9.7 million.

In the event of termination of employment, members of senior management within the Concordia Bus group are entitled to a maximum of 12 months’ compensation.  As a basis, both the company and the officer must give 6 months’ notice of termination.  In addition, another 6 months’ compensation is payable in the event the employment is terminated by the company.  “Senior management” includes the parent company’s president and chief financial officer as well as the presidents of subsidiaries.  Agreements covering the aforesaid have been entered into with two presidents of subsidiaries during the year.

During the year, a stock option program has been prepared covering the board of directors of the parent company and senior management.  Senior management includes the parent company’s president and chief financial officer as well as the presidents of subsidiaries.  All stock options have been valued in accordance with the Black & Scholes method.  The stock options correspond to an increase in share capital of 6.5%.

We have a bonus plan for our senior executives based on achieving annual objectives, and established by the Board of Directors.  This bonus can be worth up to 100% of the executive’s base salary.

C.                                    Board Practices

Our directors are elected for a period of one year, with the possibility for re-election each year at the annual general shareholders meeting.  There are no benefits upon termination of employment.  Our ultimate parent company, Concordia Bus AB has the same Board of Directors as us.  This Board sets the yearly remuneration for both the directors and the management of Bus.  We have no formal audit committee. Our Board of Directors receives monthly reports from management as to financial condition and meets with management once a month to discuss the financial results.  In addition, our auditors present their findings and discuss any material audit issues with our Board of Directors at least annually and with the Board of Directors.

D.                                    Employees

The average number of persons (including executive directors) employed by us during each of the last three fiscal years was:

 

 

Sweden

 

Finland

 

Norway

 

For the year ended February 29, 2004

 

6,182

 

750

 

580

 

For the year ended February 28, 2005

 

5,572

 

766

 

611

 

For the year ended February 28, 2006

 

5,152

 

645

 

502

 

 

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Concordia considers its relations with its employees and unions to be good.

E.                                      Share Ownership

No member of the Board of Directors or of Management beneficially owns at least one percent of the ordinary shares.  See “Compensation” above, for a discussion of the share option plan available to our directors and senior management.

Item 7.  Major Shareholders and Related Party Transactions

A.                                    Major Shareholders

Concordia Bus AB, which owns 100% of the share capital of Concordia Bus Nordic Holding, which owns 100% of the share capital of Concordia Bus Nordic. Through its ownership of Concordia Bus Nordic Holding, Concordia Bus AB indirectly controls Concordia Bus Nordic.

As of August 26, 2005, the issued ordinary shares of Concordia Bus AB are owned approximately 27% by Bluebay Asset Management, 17% by Bear Sterns, 11% by Avenue Capital, 9% by Fidelity Funds, 7% by Lone Star and 28% by others.

Subscription and Shareholders’ Agreement

If the proposed restructuring of Bus is successfully completed pursuant to the terms and conditions of the Restructuring Agreement, Goldman Sachs International and Schøyen Group will own indirectly no more than 2.5% of Concordia. 97.5% of Bus will become owned by holders of Bus’ Parent Notes, subject to a management incentive plan.

[Schøyen Group, Bus Holdings and other parties have entered into a subscription and shareholders’ agreement as the shareholders of Concordia Bus BV.  The shareholders’ agreement provides, among other things, that the supervisory board of Concordia Bus BV, which is ultimately responsible for management of its affairs, be comprised of five members:  two elected by Schøyen Group, two elected by Bus Holdings, and one independent member nominated by Bus Holdings and acceptable to Schøyen Group.  Specified significant business decisions by Concordia Bus BV or its subsidiaries, including Concordia, such as mergers, any changes to the share capital or the grant of options, any incurrence of (other than inter company indebtedness incurred on an arms length basis) changes to or repayment of indebtedness in excess of a material amount or giving of a guarantee in respect of indebtedness, the approval of or changes to an annual budget or approval of any significant expenditure which has not been provided for in such annual budget, changing the terms of employment or remuneration of senior executives, management or officers, adopting any material employee benefit or compensation plan or collective bargaining agreement, entrance into any material joint venture, partnership or strategic alliance or subscribing for equity capital in any person, changing the constitutional documents of any subsidiary, removing auditors or materially changing their arrangement, purchasing, leasing, acquiring or disposing of any material amounts of securities or assets, making distributions to shareholders, commencing proceedings for bankruptcy, effecting a dissolution of Concordia Bus BV or its subsidiaries, disposal of all or substantially all of its assets, engaging in related party transactions, commencement, termination or settlement of any material litigation, approval of any transfer of any shares of Concordia Bus BV by its shareholders, substantial changes to its business activities or entering into any contract, agreement, arrangement or commitment to do any of the foregoing require that at least one supervisory board member nominated by Schøyen Group and one supervisory board member nominated by Bus Holdings approve the transaction.  Day to day management of Concordia Bus BV and its subsidiaries has been delegated to a management board comprised of five members who are jointly appointed by Schøyen Group and Bus Holdings.  The members of this management board are members of senior management of Concordia.  For further information about management see “Management—Senior Management.”  The shareholders’ agreement also provides for specified transfer restrictions, rights of first offer, tag-along rights and bring along rights, and provisions regarding change of control.  If specified conditions are met, the tag-along rights require a proposing shareholder to allow other shareholders to dispose of their shares under the same terms and conditions as the proposing shareholder and the bring along rights require other shareholders to dispose of their shares under the same terms and conditions as the selling shareholder.

The current supervisory board members are:  Harald Arnkvaern, Richard Sharp, Robert George Doumar Jr. and Colin Longhurst.  Previously there was a fifth member, Bjorn Wolrath, who resigned on October 24, 2001.  Harald Arnkvaern

38




and Bjorn Wolrath were nominated by Schøyen Gruppen A.S., Richard Sharp and Robert George Doumar Jr. were nominated by Bus Holding S.a.r.l.  and Colin Longhurst was nominated by both.

In conjunction with the shareholders’ agreement, Schøyen Group and Bus Holdings caused Concordia Bus BV to create a share option plan and enter into a management services agreement with Concordia Bus Management AS, a wholly owned subsidiary of Concordia Bus BV, and caused Concordia Bus Management AS to enter into service agreements with members of Concordia Bus BV’s management board who are members of senior management of Concordia.  For further information about these agreements and the options plan see “—Related Party Transactions,” below.]

B.                                    Related Party Transactions

During the year, Concordia Bus AB has received financing via a loan from several of its owners.  The loan amounts to EUR 45 million.  The mezzanine loan carries variable interest (EURIBOR) plus 6.5%, payable half-yearly on December 15 and June 15.  In addition, the debt is recalculated upwards by 6.5% per year.  The loan matures on October 10, 2010 but may be repaid earlier.  Early repayment of the loan may not take place before October 10, 2006.

One member of Concordia Bus AB’s board of directors is appointed by Blue Bay Asset Management, which owns approx. 25% of the shares in Concordia Bus AB.  The member may receive fees in his capacity as board member.

Concordia Bus Nordic AB owes a debt to Concordia Bus AB amounting to SEK 271 million.  Interest has been paid during the year in the amount of SEK 26 million.  For a description of the Subordinated Shareholder Loan, see “Description of Other Material Indebtedness—Subordinated Shareholder Loan from Concordia Bus AB”. During the year, Concordia Bus AB has provided services to Concordia Bus Nordic AB. Compensation for these services amounts to SEK 4 million.

During the year, a stock option program has been prepared which covers the parent company’s board of directors.  All stock options have been valued in accordance with the Black & Scholes method.  The stock option corresponds to an increase in share capital of 6.5%.

Upon completion of the restructuring our ultimate parent, Concordia Bus AB, paid Goldman Sachs International and Schoyen Gruppen AS €1,500,000 each in connection with unwinding the Concordia group of companies’ former corporate structure.

The Board of Directors is of the opinion that the fees paid to the company’s close affiliates are at a level with the fees which would have been paid between independent parties.

C.                                    Interests of Experts and Counsel

Not applicable.

Item 8.  Financial Information

A.                                    Consolidated Statements and Other Financial Information

See Item 17.

Legal Proceedings

None, except as set forth under subheading “B.  Business Overview—Sweden—Legal Proceedings” under “Item 4.  Information on the Company.”

Dividend Distribution Policy

Not applicable.

B.                                    Significant Changes

None.

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Item 9.   The Offer and Listing

Not applicable

A.                                    Market Price Information

Not applicable.

B.                                    Markets

Not applicable.

Item 10.  Additional Information

A.                                    Share Capital

Not applicable.

B.                                    Memorandum and Articles of Association

Incorporated by reference from the registration statement on Form F-4 filed with the Commission on May 15, 2000 by CB Bus AB (publ).  In May 2000, CB Bus AB (publ) changed its name to Concordia Bus AB (publ).

C.                                    Material Contracts

(a)           A management services agreement, by and among, Concordia Bus Management A/S, CB Bus AB (publ)*, Ingenior M.O. Schøyens Bilcentraler A/S and Concordia Bus BV, dated January 14, 2000, for the purpose of providing management services to Concordia and for detailing the terms of the service contracts, including the provision of a share option plan for the granting of options to officers and directors of Concordia Bus BV and its subsidiaries relating to 2.5% of the issued ordinary share capital of Concordia Bus BV.

(b)           Subscription and Shareholders’ Agreement, dated October 27, 1999, by and among Concordia Bus B.V., Schøyen Gruppen A/S, Bus Holdings S.a.r.l., and Goldman Sachs International.  This agreement provides, among other things, that the supervisory board of Concordia Bus BV, which is ultimately responsible for management of its affairs be comprised of five members:  two elected by Schøyen Group, two elected by Bus Holdings, and one independent member nominated by Bus Holdings and acceptable to Schøyen Group.  Specified significant business decisions by Concordia Bus BV or its subsidiaries, including Concordia, such as mergers, substantial changes to its business activities and incurrence of indebtedness require that at least one supervisory board member nominated by Schøyen Group and one supervisory board member nominated by Bus Holdings approve the transaction.  Day to day management of Concordia Bus BV and its subsidiaries has been delegated to a management board comprised of five members who are jointly appointed by Schøyen Group and Bus Holdings.  The members of this management board are members of senior management of Concordia.  In addition, Schøyen Group has agreed in the shareholders’ agreement that the board of directors of SBC is to be comprised of five members:  three elected by Schøyen Group and two by Bus Holdings.  Specified significant business decisions of SBC require the approval of at least one of the board members nominated by Bus Holdings.  The shareholders’ agreement also provides for specified transfer restrictions, rights of first offer, tag-along rights and bring along rights, and provisions regarding change of control.  If specified conditions are met, the tag-along rights require a proposing shareholder to allow other shareholders to dispose of their shares under the same terms and conditions as the proposing shareholder and the bring along rights require other shareholders to dispose of their shares under the same terms and conditions as the selling shareholder.

(c)           Indenture, dated January 22, 2004 between Concordia Bus Nordic AB (publ) and Deutsche Bank Trust Company Americas in respect of Concordia Bus Nordic AB (publ)’s €130,000,000 9.125% Senior Secured Notes due August 1, 2009 issued on January 16, 2004.  The net proceeds from this offering were approximately €124 million including expenses incurred in connection with the offering.  The Senior Notes mature on August 1, 2009.  Interest on the Senior Notes accrues at the rate of 9.125% per annum and is payable every six months.  They rank senior to existing and future indebtedness that is expressly subordinated in right of payment to the Senior Notes and will rank at least pari passu with all existing and future unsecured liabilities that are not so subordinated.  They will effectively rank senior in right of payment to our unsecured liabilities with respect to the value of the collateral securing the Senior Notes and the guarantees securing the Senior Notes


*                                         In May 2000, CB Bus AB (publ) changed its name to Concordia Bus AB (publ).

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(subject to any priority rights for such unsecured liabilities pursuant to applicable law).  The guarantees rank senior in right of payment to any existing and future indebtedness that is expressly subordinated in right of payment to the guarantors and will be at least pari passu to existing and future unsubordinated unsecured liabilities of the respective Guarantors.  They will rank effectively senior in right of payment to the unsecured liabilities of those guarantors with respect to the value of the collateral securing the Senior Notes (subject to any priority rights for such unsecured liabilities pursuant to applicable law).  The Senior Notes are redeemable at our option in whole or in part at any time, on and after February 1, 2007, at the following redemption prices (expressed as percentages of the principal amount) if redeemed during the twelve month period commencing on February 1 of the year set forth below, plus, in each case, accrued and unpaid interest thereon to the date of redemption:

Year

 

Percentage

 

2007

 

104.563

%

2008

 

102.281

%

2009 and thereafter

 

100.000

%

 

In addition, on or prior to February 1, 2007, we may on one or more occasions redeem the Senior Notes in an aggregate principal amount not to exceed 35% of the aggregate principal amount of the notes originally issued with the net cash proceeds of one or more public equity offerings (as defined in the indenture) at a redemption price of 109.125% of the principal amount thereof, plus accrued and unpaid interest and any special interest or additional amounts (as defined in the Exchange and Registration Rights Agreement) to the redemption date; provided, however, that after any such redemption at least 65% of the aggregate principal amount of the Senior Notes originally issued must be outstanding and the redemption must occur within 90 days of the date of the closing of such public equity offering.

Under the indenture, in the event of a change of control event (as defined in the indenture) each holder of Senior Notes will have the right to require us to repurchase, in whole or in part, such holder’s Senior Notes at a purchase price equal to 101.0% of their principal amount, plus accrued and unpaid interest and any special interest or additional amounts, if any, to the date of repurchase.

The indenture contains certain restrictive covenants which, among other things, impose limitations (subject to certain exceptions) on us and certain restricted subsidiary (as defined in the indenture) with respect to, inter alia, the payment of dividends or other distributions on capital, the purchase, redemption, or the acquisition or retiring for value of share capital or any warrants, options or other rights for share capital, the incurrence, repayment or otherwise acquisition of or retirement for value of certain indebtedness, sales of assets, sales and leasebacks by us or our subsidiaries and various matters in respect of the conduct of our business, including the merger or sale of all or substantially all of our assets.

Upon the happening of certain events of default specified in the indenture, the trustee for the Senior Notes or the holders of at least 25% in principal amount of the then outstanding Senior Notes may declare the Senior Notes to be due and payable immediately.  Upon the happening of certain other events of default specified in the indenture, the outstanding Senior Notes will automatically become due and payable without any action by the trustee or the holders of the Senior Notes.

We may terminate our obligations under the indenture except as to any surviving rights of registration of transfer or exchange of the Senior Notes, by (i) irrevocably depositing with the trustee as trust funds in trust for the purpose an amount sufficient to pay and discharge the entire indebtedness as well as any special interest or additional amounts on such Senior Notes not previously delivered to the trustee or any paying agent for cancellation, and which have become due and payable, for all sums payable by us under the indenture, or to the stated maturity or redemption date, as the case may be, together with instructions from us directing the trustee to apply such funds to the payment thereof at maturity or redemption, as the case may be, and by (ii) paying all other sums payable under the indenture and delivering to the trustees an officer’s certificate and opinion of counsel, each stating that all conditions in the indenture relating to satisfaction and discharge have been complied with and opinions from counsel with respect to certain tax matters.

(d)           Exchange and Registration Rights Agreement dated January 22, 2004, between Concordia Bus Nordic, Goldman Sachs International, J.P.  Morgan Securities, Ltd. and the Guarantors for the purpose of registering the Senior Notes with the Securities and Exchange Commission in the United States.

(e)           Security Trustee Agreement, dated January 22, 2004, by and among Deutsche Trustee Company Limited as security trustee, Deutsche Bank Trust Company Americas as trustee and the Guarantors for the purpose of defining the rights, duties, authority and responsibilities of the security trustee with respect to the collateral securing the Senior Notes.

41




(f)            Amended and Restated Subordinated Loan Agreement, signed on February 28, 2002, replaced by agreement dated December 22, 2003 and amended and restated on January 22, 2004, between Concordia Bus, as the lender, Concordia Bus Nordic and Deutsche Bank Trust Company amended for the purpose of subordinating the subordinated loan to the Senior Notes.

(g)           Agreement Relating to First Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as pledgor and Deutsche Trustee Company Limited as security trustee for the purpose of securing the Senior Notes.

(h)           Agreement Relating to Second Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as pledgor and Concordia Bus Nordic for the purpose of securing the Senior Notes.

(i)            Share Pledge Agreement, dated January 22, 2004, between Swebus Fastigheter AB as pledgor and Deutsche Trustee Company Limited as security trustee regarding shares in Alpus AB, Enköping Bõlsta Fastighetsbolag AB and Malmfältens Omnibus AB for the purpose of securing the Senior Notes.

(j)            Share Pledge Agreement, dated January 22, 2004, between Holding as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Concordia Bus Nordic for the purpose of securing the Senior Notes.

(k)           Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Swebus Express AB, Interbus AB, Swebus AB, Swebus Fastigheter AB and Swebus Busco AB for the purpose of securing the Senior Notes.

(l)            Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Concordia Bus Finland for the purpose of securing the Senior Notes.

(m)          First Priority Pledge of Shares, dated January 22, 2004, between Concordia Bus Nordic as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in SBC for the purpose of securing the Senior Notes.

(n)           Pledge Agreement, dated January 22, 2004, between Concordia Bus Finland as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge and bearer notes for the purpose of securing the Senior Notes.

(o)           First Ranking Pledge of Floating Charge, dated January 22, 2004, between Alpus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge for the purpose of securing the Senior Notes.

(p)           First Ranking Pledge of Floating Charge, dated January 22, 2004, between Enköping Bõlsta Fastighetsbolag AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge for the purpose of securing the Senior Notes.

(q)           First Ranking Pledge of Floating Charge, dated January 22, 2004, between Malmfältens Omnibus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge for the purpose of securing the Senior Notes.

(r)            First Ranking Pledge Agreement, dated January 22, 2004, between Swebus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge for the purpose of securing the Senior Notes.

(s)           Second Pledge of Floating Charge, dated January 22, 2004, between Swebus AB as pledgor and Concordia Bus Nordic in respect of floating charge for the purpose of securing the Senior Notes.

(t)            Pledge of Accounts, dated January 22, 2004, between SBC as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge for the purpose of securing the Senior Notes.

(u)           Intragroup Loan Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic as pledgor and Deutsche Trustee Company Limited as security trustee for the purpose of securing the Senior Notes.

(v)           Declaration of Pledge of SBC of certain trade receivables, dated January 22, 2004 for the purpose of securing the Senior Notes.

42




D.                                    Exchange Controls

There are currently no Swedish laws or regulations that restrict the import or export of capital or the remittance of dividends or interest to non-resident holders of our securities.

E.                                      Taxation

The following discussion summarizes certain Swedish and United States tax consequences of the ownership and disposition of the Senior Notes.  This discussion is based on laws currently in force, as interpreted and applied as of the date of this annual report.  Those laws are subject to change after the date of this annual report, possibly with retroactive effect.  This discussion does not purport to describe all of the tax considerations that may be relevant to you in light of your particular circumstances.  You are advised to consult with your own tax advisors as to the Swedish and United States tax consequences to you of the purchase, ownership and disposition of the Senior Notes, including the effect of any state or local tax laws or the laws of any other country.

Swedish Tax Considerations

The following is a summary of certain principal Swedish income, wealth, inheritance and gift tax considerations for purchasers of the Senior Notes.  The purpose of the summary is to generally outline certain Swedish tax consequences to Non-Swedish Holders (defined below).  This summary does not discuss all aspects of Swedish income, wealth, inheritance and gift taxation that may apply to particular investors because of their individual investment circumstances.  In addition, this summary does not discuss any foreign tax considerations.  As used herein, a “Non-Swedish Holder” is a beneficial owner of a Senior Note that is:

·                  an individual who is not a resident of Sweden and who has no connection to Sweden under Swedish law other than his or her investment in the Senior Notes; or

·                  an entity not organized under the laws of Sweden.

Under Swedish law, payments of any principal or interest to a Non-Swedish Holder will not be subject to Swedish income tax unless the Non-Swedish Holder carries on a trade or business in Sweden where the payments of principal or interest are attributable to a permanent establishment.  In addition, neither the Senior Notes nor any Non-Swedish Holder thereof will be subject to Swedish inheritance or gift tax unless the Non-Swedish Holder:

·                  at the time of his or her death or the gift was a citizen of Sweden or was married to a Swedish citizen; and

·                  was a resident of Sweden at any time within ten years preceding his or her death, or the time of receipt of the gift, respectively.

Sweden does not levy any inheritance tax on the estate of a Non-Swedish Holder.  No Non-Swedish Holder of the Senior Notes will be subject to Swedish wealth tax.

Swedish law does not impose withholding tax on payments of principal or interest to a Non-Swedish Holder of any Senior Note.

Under Swedish law, capital gains realized on a sale of a Senior Note by a Non-Swedish Holder will not be subject to Swedish income tax unless the Non-Swedish Holder carries on a trade or business in Sweden where the capital gains are attributable to a permanent establishment.

United States Federal Tax Considerations

The following discussion is a summary of certain US federal income tax consequences of the purchase, ownership and disposition of the Senior Notes by US Holders (as defined below).  This summary is not a complete analysis or description of all potential tax consequences to US Holders and does not address all tax considerations that may be relevant

43




to all categories of potential purchasers (such as banks, financial institutions, insurance companies, dealers in securities or commodities, tax-exempt investors, investors whose functional currency is not the US dollar, investors that hold Senior Notes as part of a “straddle” or “conversion transaction” and other investors subject to special rules).

You are urged to consult your own tax advisors concerning the US federal, state and local tax consequences, as well as any applicable foreign tax consequences, of the purchase, ownership and disposition of the Senior Notes.

This summary is based on the Internal Revenue Code of 1986, as amended, judicial decisions, administrative pronouncements, and existing and proposed Treasury regulations, changes or differing interpretations to any of which after the date of this annual report could apply on a retroactive basis and affect the tax consequences described herein.

As used herein, “US Holder” is a beneficial owner of a Senior Note that (1) holds the Senior Note as a capital asset and (2) is, for US federal income tax purposes:

·                                a citizen or resident of the United States,

·                                a corporation (or other entity treated as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States or any political subdivision thereof,

·                                an estate the income of which is subject to US federal income taxation regardless of its source, or

·                                a trust the administration of which is subject to the primary supervision of a court within the United States and for which one or more US persons have the authority to control all substantial decisions or that has a valid election in effect under applicable US Treasury Regulations to be treated as a United States person.

In the case of any partnership (or other entity treated as a partnership for US federal income tax purposes), it will be considered a US Holder to the extent that its partners are described above.

Payments of Interest

Subject to the discussion under “Amortizable Bond Premium” below, payments of interest on a Senior Note will be includible in the gross income of a US Holder as ordinary income from foreign sources at the time it is received or accrued, in accordance with the US Holder’s method of accounting for US federal income tax purposes, under the following rules:

In the case of a US Holder that is not required to accrue interest income prior to the receipt thereof (for example, an individual US Holder who uses a cash method of accounting), the amount of interest income in respect of any interest payment will be determined by translating such payment into US dollars at the spot exchange rate in effect on the date such interest payment is received.  No exchange gain or loss will be realized with respect to the receipt of such interest payment, other than exchange gain or loss that is attributable to the actual disposition of the euros received.

In the case of a US Holder that is required to accrue interest income prior to receipt thereof (for example, because the US Holder uses an accrual method of accounting), the amount of any interest income accrued during any accrual period will generally be determined by translating the accruals into US dollars at the average spot exchange rate applicable to the accrual period.  Such US Holder will additionally realize exchange gain or loss with respect to any interest income accrued on the date such interest income is received (or on the date the Senior Note is disposed of) in an amount equal to the difference between (x) the amount determined by converting the amount of the payment received into US dollars at the spot exchange rate in effect on the date such payment is received and (y) the amount of interest income accrued in respect of such payment according to the rule set forth in the prior sentence.  Notwithstanding the prior two sentences, a US Holder that is required to accrue interest income prior to receipt thereof may alternatively make an election to apply a “spot accrual convention” that effectively allows the US Holder to translate accrued interest into US dollars at a single spot exchange rate, as set forth in Treasury regulations section 1.988-2(b)(2)(iii)(B).  Exchange gain or loss is treated as ordinary income or loss for US federal income purposes.

Amortizable Bond Premium

A US Holder that purchased a Senior Note for an amount greater than the Senior Note’s stated principal amount will be considered to have purchased the Senior Note with “amortizable bond premium” equal to the excess of the purchase price

44




over the stated principal amount.  Such US Holder may elect to amortize such premium as an offset to payments of interest on the Senior Note, effectively reducing the amount of interest income in the hands of such US Holder.

If a US Holder makes this election, the US Holder must amortize the premium using a “constant yield method” (i.e., a fixed yield-to-maturity) to determine the amount of premium that offsets its interest income each year.  This results in the amount of deductible premium steadily growing over the term of the Senior Note.  Because Concordia may redeem the Senior Notes under certain circumstances, an electing US Holder must amortize the premium based on the expected term of the Senior Notes assuming that Concordia will or will not exercise its right to redeem Senior Notes in a manner that will minimize the yield on the Senior Notes.  Concordia believes, based on the additional amounts that it will have to pay in order to redeem Senior Notes under different circumstances that it is significantly more likely than not that the Senior Notes will not be redeemed prior to their maturity.  Accordingly, an electing US Holder should use the entire scheduled term of the Senior Note as the expected term of the Senior Notes for purposes of amortizing the premium.  Each time a premium reduces an electing US Holder’s taxable income, the holder must decrease its tax basis in the Senior Note by the amount of such premium.

A US Holder makes this election by claiming a deduction (or interest offset) on its US federal income tax return for the acquisition premium for the first taxable year to which the US Holder wishes the election to apply, and by attaching a statement to the return to the effect that the holder is making the election under Treasury regulation section 1.171-4.  Once made, the election applies to all taxable debt obligations held by the US Holder during or after the taxable year for which the election is made and may be revoked only with the consent of the US Internal Revenue Service.

Bond premium on a Senior Note will be computed in the applicable foreign currency.  With respect to a US Holder that elects to amortize the premium, the amortizable bond premium will reduce interest income in the applicable foreign currency.  At the time bond premium is amortized, exchange gain or loss (which is generally ordinary income or loss) will be realized based on the difference between spot rates at such time and at the time of acquisition of the Senior Note.  A US Holder that does not elect to amortize bond premium will translate the bond premium, computed in the applicable foreign currency, into US dollars at the spot rate on the maturity date and such bond premium will constitute a capital loss which may be offset or eliminated by exchange gain.

You should consult your own tax advisors regarding the applicability and effect of the amortizable bond premium rule described above.

Market Discount

If a US Holder purchased a Senior Note for an amount that is less than its stated redemption price at maturity, the amount of the difference will be treated as “market discount” for United States federal income tax purposes, unless such difference is less than a specified de minimis amount.  Under the market discount rules, a US holder will be required to treat any principal payment on, or any gain on the sale, exchange, retirement or other disposition of, the Senior Note, as ordinary income to the extent of the market discount which has not previously been included in income and is treated as having accrued on such Senior Note at the time of such payment or disposition.  In addition, the US Holder may be required to defer, until the maturity of the Senior Note or its earlier disposition in a taxable transaction, the deduction of all or a portion of the interest expense on any indebtedness incurred or continued to purchase or carry such note.

Any market discount will be considered to accrue ratably during the period from the date of acquisition to the maturity date of the Senior Note, unless the US Holder elects to accrue on a constant interest method.  This election to accrue market discount on a constant interest method is to be made for the taxable year in which the US Holder acquired the Senior Note, applies only to that Senior Note, and may not be revoked without the consent of the IRS.  A US Holder of a note may elect to include market discount in income currently as it accrues (on either a ratable or constant interest method), in which case the rule described above regarding deferral of interest deductions will not apply.  This election to include market discount in income currently, once made, applies to all market discount obligations acquired on or after the first day of the first taxable year to which the election applies and may not be revoked without the consent of the IRS.  As discussed above, an electing US Holder should use the entire scheduled term of the Senior Note as the expected term of the Senior Notes for purposes of accruing market discount.

The amount of market discount includible in income will generally be determined by translating the market discount determined in the foreign currency into US dollars at the spot rate on the date the Senior Note is retired or otherwise disposed of.  If the US Holder has elected to accrue market discount currently, then the amount which accrues is determined in the foreign currency and then translated into US dollars on the basis of the average exchange rate in effect during such accrual

45




period.  A US Holder will recognize exchange gain or loss with respect to market discount which is accrued currently using the approach applicable to the accrual of interest income as described above.

Sale, Exchange, Retirement and Other Disposition of the Senior Notes

Upon the sale, exchange, retirement or other disposition of a Senior Note, a US Holder will generally recognize taxable gain or loss equal to the difference between the amount realized, generally based on the spot rate on the date of sale, exchange or retirement (not including any amounts received that are attributable to accrued and unpaid interest or market discount, which will be taxable as ordinary interest income, and exchange gain or loss as set forth above) and the US Holder’s tax basis in the Senior Note.  A US Holder’s tax basis in a Senior Note generally will be its cost in US dollars as determined using the spot rate on the date of acquisition (as adjusted to account for any amortizable bond premium, as set forth above).  Gain or loss will be capital gain or loss and will be long-term capital gain or loss if the Senior Note was held from more than one year at the time of the disposition.  Gain or loss recognized by a US Holder generally will be treated as US source income or loss.

Backup Withholding and Information Reporting

US backup withholding and information reporting requirements generally will apply to certain payments to certain non-corporate US Holders of Senior Notes.  Information reporting requirements will apply to interest on, and to proceeds from the sale, redemption or other disposition of Senior Notes paid to a US Holder (other than an “exempt recipient,” including a corporation and certain other persons who, when required, demonstrate their exempt status).  We will be required to backup withhold a portion of interest on, and the proceeds from the sale, redemption or other disposition of, Senior Notes paid by a US paying agent or other US intermediary to a US Holder (other than an “exempt recipient”) if such US Holder fails to furnish its correct taxpayer identification number or certification of exempt status or fails to report all interest and dividends required to be shown on its US federal income tax returns.

Backup withholding is not a separate tax.  The amount of any backup withholding from a payment to a US Holder will be allowed as a credit against the US Holder’s US federal income tax liability and may entitle the US Holder to a refund, provided that the required information is provided to the US Internal Revenue Service.  US Holders of the Senior Notes should consult their own tax advisors regarding the application of the backup withholding and information reporting requirements.

Tax Return Disclosure and Investor List Requirements

US Treasury regulations (the “Tax Shelter Regulations”) intended to address so called tax shelters and other potentially tax motivated transactions require participants in a “reportable transaction” to disclose certain information about the reportable transaction on IRS Form 8886 and retain information relating to the reportable transaction.  Organizers and sellers of a reportable transaction are required to maintain lists identifying the investors participating in the reportable transaction and furnish to the IRS upon demand such investor information as well as detailed information regarding the reportable transaction.  A transaction may be a “reportable transaction” based upon any of several indicia (including the existence of confidentiality agreements, certain indemnity arrangements and certain loss transactions) and require reporting of transactions that are generally not considered tax shelters, including certain foreign currency transactions.  Investors should consult their tax advisors concerning any possible disclosure obligation with respect to their investment in the Senior Notes and should be aware that Concordia intends to comply with the disclosure and list maintenance requirements under the Tax Shelter Regulations as they determine apply to them with respect to any such reportable transaction.

F.                                      Dividends and Paying Agents

Not applicable.

G.                                    Statement by Experts

Not applicable.

H.                                    Documents on Display

The annual report, its exhibits and schedules, reports and other information that we have filed with or furnished to the Commission may be inspected and copied at the public reference facilities maintained by the Commission at Room 1024,

46




Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.  20549.  You can obtain copies of this material by mail from the Public Reference section of the Commission, 450 Fifth Street, N.W., Washington, D.C., 20549, at prescribed rates.

I.                                         Subsidiary Information

Not applicable.

Item 11.  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 Rate Risk

Interest rate risk refers to the risk that changes in the market rate of interest adversely affects Concordia’s interest cost.  How fast a change in the interest rate will influence the net interest depends on the borrowings fixed interest term.

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 February 28, 2006 of SEK 2,013 million, a 1% change in interest rates would increase lease charges by approximately SEK 20,1 million per annum. Senior secured notes outstanding at February 28, 2006 with a carrying value of SEK 1,230 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 11,2 million per annum.

Our foreign subsidiaries in Norway and Finland are consolidated using the current rate method. Fluctuation in NOK and Euro against SEK is not considered to have a material effect on the consolidated financial statements of the company, considering the level of profits/losses made by these companies.

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 14,7 million per annum. We estimate that a diesel price increase of 1 dollar per ton would increase our diesel fuel costs by SEK 0.2 million per annum.  The net result of the diesel hedging contracts have positively affected the diesel expenses for the fiscal year 2006, the fiscal year 2005 and fiscal year 2004 with SEK 0, SEK 17.4 and SEK 0.2 million respectively.

47




Inflation

Inflation had no material impact on our operations during the three months ended February 28, 2006 or the three months ended February 28, 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.

Item 12.  Description of Securities other than Equity Securities

Not applicable.

PART II

Item 13.  Defaults, Dividend Arrearages and Delinquencies

Not applicable.

Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

Item 15.  Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of our fiscal year, we carried out an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures.  Based on this evaluation, our chief executive officer and chief financial officer have concluded that our disclosure controls and procedures are effective in timely alerting them to material information required to be included in our periodic reports to the Securities and Exchange Commission.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of such controls and procedures.  In addition, we have limited influence over the controls and procedures of entities in which we hold a minority interest.  Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Changes in Internal Controls

There were no significant changes in our internal control over financial reporting during the fiscal year that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 16A.  Audit Committee Financial Expert

The independent members of our Supervisory Board of Directors act as our Audit Committee.  Our Audit Committee does not include a financial expert because we are not required to have one under Swedish law.

Item 16B.  Code of Ethics

We have not adopted a formal corporate code of ethics regarding Concordia’s chief executive officer, chief financial officer and controller because we are not required to have one under Swedish law.

48




Item 16C.  Principal Accountant Fees and Services

The selection of our independent requested public accounting firm was approved by the audit committee.  Following is a summary of the fees to our independent requested public accounting firm for the years ended February 28, 2005 and February 29, 2004 in millions of SEK:

 

 

Year ended 
February 28, 2006

 

Year ended 
February 28, 2005

 

Audit Fees

 

5

 

2

 

Audit-Related Fees

 

 

1

 

Tax Fees

 

 

 

All Other Fees

 

 

 

Total Fees

 

5

 

3

 

 

Concordia’s Audit Committee has adopted pre-approval policies and procedures in compliance with paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X that require the Audit Committee to approve the appointment of the independent auditor of Concordia before such auditor is engaged and approve each of the audit and non-audit related services to be provided by such auditor under such engagement by Concordia.  All services provided by the principal auditor during the year ended February 29, 2004 were approved by the Audit Committee pursuant to the pre-approval policy.

Item 16D.  Exemptions from the Listing Standards for Audit Committees

Not applicable.

Item 16E.  Purchases of Equity Securities by the Issuer and Affiliated Purchasers

Not applicable.

49




PART III

Item 17.  Financial Statements

See Pages F-1 - F-53

50




Item 18. Financial Statements

Not applicable.

Item 19.  Exhibits

1.

 

Articles of Association of CB Bus AB (publ).*†

2(c)(1).

 

Indenture, dated February 7, 2000, between CB Bus AB (publ)† and Bankers Trust Company, in respect of Concordia Bus AB’s Euro 100,000,000 11% Senior Subordinated Notes due February 15, 2010.*

2(c)(2).

 

Indenture, dated January 22, 2004, between Concordia Bus Nordic AB (publ), Swebus Express Bus AB, Interbus AB, Ingeni< >r M.O. Sch< >yens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bõlsta Fastighetsbolag AB, and Malmfältens Omnibus AB and Deutsche Bank Trust Company Americas, in respect of Concordia Bus Nordic AB’s€130,000,000 9.125% Senior Secured Notes due August 1, 2009.****

4(a)(1).

 

Subscription and Shareholders’ Agreement, dated October 27, 1999, by and among Concordia Bus B.V., Sch< >yen Gruppen A/S, Bus Holdings S.a.r.l., and Goldman Sachs International.*

4(a)(2).

 

Call Option Assignment Agreement, dated January 14, 2000 between CB Bus AB (publ)† as assignor and Christiania Bank og Kreditkasse ASA as security agent.*

4(a)(3).

 

Security Agent Agreement, dated February 7, 2000, by and among Christiania Bank og Kreditkasse ASA as senior agent and security agent, CB Bus AB (publ)†, and Bankers Trust Company, as Trustee.*

4(a)(4).

 

Declaration of Pledge dated January 14, 2000 between Sch< >yen Gruppen and Christiania Bank og Kreditkasse ASA, as security agent.*

4(a)(5).

 

Addendum No. 1 to Declaration of Pledge Dated February 4, 2000 between Sch<*>yen Gruppen and Christiania Bank og Kreditkasse ASA, as security agent.*

4(a)(6).

 

Deed for the Sale and Purchase of Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S. dated October 27, 1999 by and among Sch<*>yen Gruppen A/S, as seller, Concordia Bus BV, Goldman Sachs International as senior agent and mezzanine agent, and AB Grundstenen 85302, as buyer.*

4(a)(7).

 

Supplemental Deed to Original Deed for the Sale and Purchase of Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S., dated January 14, 2000, by and among Sch<*>yen Gruppen A/S, as seller, Concordia Bus BV, CB Bus AB (publ)†, Goldman Sachs International, and Christiania Bank og Kreditkasse ASA.*

4(a)(8).

 

Deed of Accession and Adherence and Supplemental Deed to Deed for Sale and Purchase of Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S., dated February 4, 2000 by and among Sch<*>yen Gruppen A/S, Concordia Bus BV, CB Bus AB (publ)†, Goldman Sachs International, Christiania Bank og Kreditkasse ASA, and Bankers Trust Company.*

4(a)(9).

 

Supplemental Deed No. 3 to Deed for the Sale and Purchase of Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S., dated February 24, 2000, by and among Sch<*>yen Gruppen A/S, Concordia Bus BV, CB Bus AB (publ)†, Goldman Sachs International Christiania Bank Og Kreditkasse ASA, and Bankers Trust Company.*

4(a)(10).

 

Acquisition Facility Agreement, dated January 14, 2000, by and among CB Bus AB (publ)†, as borrower, Christiania Bank og Kreditkasse ASA and Den norske Bank ASA as arrangers and banks, and Christiania Bank og Kreditkasse ASA as agent.*

4(a)(11).

 

Swebus Facility Agreement, dated January 14, 2000, by and among Concordia Bus Nordic AB††, as borrower, Christiania Bank og Kreditkasse ASA and Den norske Bank ASA as arrangers and banks, and Christiania Bank og Kreditkasse ASA as agent.*

4(a)(12).

 

Framework Leasing Agreement, dated October 28, 1998, between Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S. and Den norske Bank Finans.*

4(a)(13).

 

Amended Senior Facilities Agreement, dated February 15, 2002, by and among Concordia Bus Nordic AB, as borrower, Nordea Bank Norge ASA and Den Norske Bank ASA, as arrangers and banks, and Nordea Bank Norge ASA, as agent.***

4(a)(14).

 

Exchange and Registration Rights Agreement dated January 22, 2004, between Concordia Bus Nordic AB (publ), Goldman Sachs International, J.P. Morgan Securities, Ltd., Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AB, Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bõlsta Fastighetsbolag AB, and Malmfältens Omnibus AB in respect of €130,000,000 9.125% Senior Secured Notes due August 1, 2009, of Concordia Bus Nordic AB (publ).****

4(a)(15).

 

Security Trustee Agreement, dated January 22, 2004, by and among Deutsche Trustee Company Limited as security trustee, Deutsche Bank Trust Company Americas as trustee, Concordia Bus Nordic Holding AB, Swebus AB, Swebus Busco AB, Swebus Express Bus AB, Interbus AG, Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S., Concordia Bus Finland Oy Ab, Swebus Fastigheter AB, Alpus AB, Enköping-Bõlsta Fastighetsbolag AB, and Malmfältens Omnibus AB.*****

4(a)(16).

 

Amended and Restated Subordinated Loan Agreement, signed on February 28, 2002, replaced by agreement dated

 

51




 

 

December 22, 2003 and amended and restated on January 22, 2004, between Concordia Bus AB (publ) as the lender, Concordia Bus Nordic AB (publ) and Deutsche Bank Trust Company.*****

4(a)(17).

 

Agreement Relating to First Ranking Pledge of Buses, dated January 22, 2004 between Swebus Busco AB as pledgor and Deutsche Trustee Company Limited as security trustee.*****

4(a)(18).

 

Agreement Relating to Second Ranking Pledge of Buses, dated January 22, 2004, between Swebus Busco AB as pledgor and Concordia Bus Nordic AB (publ).*****

4(a)(19).

 

Share Pledge Agreement, dated January 22, 2004, between Swebus Fastigheter AB as pledgor and Deutsche Trustee Company Limited as security trustee regarding shares in Alpus AB, Enköping-Bõlsta Fastighetsbolag AB, and Malmfältens Omnibus AB.*****

4(a)(20).

 

Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic Holding AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Concordia Bus Nordic AB (publ).*****

4(a)(21).

 

Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as pledgor and Deutsche Trustee Company as security trustee in respect of shares in Swebus Express AB, Interbus AB, Swebus AB, Swebus Fastigheter AB and Swebus Busco AB.*****

4(a)(22).

 

Share Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Concordia Bus Finland Oy Ab.*****

4(a)(23).

 

First Priority Pledge of Shares, dated January 22, 2004, between Concordia Bus Nordic AB (publ) as pledgor and Deutsche Trustee Company Limited as security trustee in respect of shares in Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S.*****

4(a)(24).

 

Pledge Agreement, dated January 22, 2004, between Concordia Bus Finland Oy Ab as pledgor and Deutsche Trustee Company Limited as Security Trustee in respect of floating charge and bearer notes.*****

4(a)(25).

 

First Ranking Pledge of Floating Charge, dated January 22, 2004, between Alpus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge.*****

4(a)(26).

 

First Ranking Pledge of Floating Charge, dated January 22, 2004, between Enköping-Bõlsta Fastighetsbolag AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge.*****

4(a)(27).

 

First Ranking Pledge of Floating Charge, dated January 22, 2004, between Malmfältens Omnibus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge.*****

4(a)(28).

 

First Ranking Pledge Agreement, dated January 22, 2004, between Swebus AB as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge.*****

4(a)(29).

 

Second Pledge of Floating Charge, dated January 22, 2004, between Swebus AB as pledgor and Concordia Bus Nordic AB (publ) in respect of floating charge.*****

4(a)(30).

 

Pledge of Accounts, dated January 22, 2004, between Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S. as pledgor and Deutsche Trustee Company Limited as security trustee in respect of floating charge.*****

4(a)(31).

 

Intragroup Loan Pledge Agreement, dated January 22, 2004, between Concordia Bus Nordic AB (publ), as pledgor, and Deutsche Trustee Company Limited, as security trustee.*****

4(a)(32).

 

Declaration of Pledge of Ingeni<*>r M.O. Sch<*>yens Bilcentraler A.S. of Trade Receivables, dated January 22, 2004.*****

4(a)(33).

 

Purchase Agreement dated as of July 28, 2005 between Concordia Bus Nordic AB (publ) and other parties relating to the purchase of up to €130,000,0000, 9.125% Senior Secured Notes due August 1, 2009.******

4(a)(34).

 

Mezzanine Facility Agreement dated as of July 20, 2005 between Concordia Bus AB (publ), Concordia Bus Nordic Holding AB, Deutsche Bank Luxembourg S.A. (acting as Facility Agent) & Citicorp Trustee Company Limited (as Security Agent).******

4(a)(35).

 

First Ranking Pledge Agreement of a shareholders’ contribution loan dated as of July 18, 2005 between Concordia Bus Nordic Holding AB (as Pledgor) and Citicorp Trustee Co. Limited (as Security Agent).******

4(a)(36).

 

First Ranking Pledge Agreement of a shareholders’ contribution loan, dated as of July 18, 2005 between Concordia Bus Nordic Holding AB and Citicorp Trustee Co. Ltd.******

4(a)(37).

 

Second Ranking Pledge Agreement of a subordinated shareholder loan, dated as of July 18, 2005 between Concordia Bus Nordic Holding AB and Concordia Bus AB (publ).******

4(a)(38).

 

Second Ranking Pledge Agreement of a shareholders’ contribution loan, dated as of July 18, 2005 between Concordia Bus Nordic Holding AB and Concordia Bus AB (publ).******

4(a)(39).

 

Sale and Assignment Agreement and limited recourse Note, dates as of July 18, 2005 between Concordia Bus AB, Concordia Bus Nordic Holding AB and Concordia Bus Nordic AB (publ).******

4(a)(40).

 

Amendment Restated Subordinated Shareholder Loan Amendment dated as of July 18, 2005 between Concordia Bus Nordic AB, Concordia Bus Nordic Holding AB and Deutsche Bank Trust Company Americas (as Trustee).******

4(a)(41).

 

Subordination statement of a Subordinated shareholder loan, dated as of July 18, 2005 between Concordia Bus Nordic Holding AB, Concordia Bus Nordic AB, Concordia Bus AB (publ) and Deutsche Bank Trust Company Americas (as

 

52




 

 

Trustee).******

4(a)(42).

 

Sale and Assignment Agreement of a Shareholders’ Contribution Loan Agreement dated as of July 18, 2005, between Concordia Bus AB (publ), Concordia Bus Nordic AB (publ) and Concordia Bus Nordic Holding AB.******

4(a)(43).

 

Shareholder’s Contribution Loan Agreement dated as of July 18, 2005, between Concordia Bus Nordic AB, Concordia Bus Holding AB.******

4(a)(44).

 

Restructuring Agreement dated as of July 22, 2005 between Concordia Bus AB, Concordia Bus Nordic AB, Concordia Bus Holding AB, Concordia Bus BV, GS Capital Partners III Offshore, L.P., Goldman Sachs and Co. Verwaltungs, GMbH, Schøyen Gruppen AS, Centaurous Capital Limited, Citigroup Global Markets Limited, JP Morgan Chase, N.A. as Agent and The Consenting Noteholders signatories.******

4(a)(45)

 

Shareholder Agreement dated as of [·], between Concordia Bus AB, Concordia Bus Holding AB and the noteholders.******

4(c)(1).

 

Management services agreement, dated January 14, 2000, by and among, Concordia Bus Management A/S, Concordia Bus BV, CB Bus AB (publ) and Ingeni<*>r M.O. Sch<*>yens Bilcentraler A/S.**

8.

 

Subsidiaries of registrant.

12.

 

Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

13(a)(1).

 

Certification of Ragnar Norback, chief executive officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

13(a)(2).

 

Certification of Per Skargard, chief financial officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

14.

 

Letter concerning Arthur Andersen.****

 


 *

 

Incorporated by reference from the Registrant’s Registration Statement on Form F-4, filed with the Commission on May 15, 2000.

**

 

Incorporated by reference from the Registrant’s Annual Report on Form 20-F, filed with the Commission on June 27, 2001.

***

 

Incorporated by reference from Amendment No. 1 to the Registrant’s Annual Report on Form 20-F, filed with the Commission on February 19, 2002.

****

 

Incorporated by reference from the registrants Annual Report on Form 20-F, filed with the Commission on June 27, 2002.

*****

 

Incorporated by reference from Concordia Bus Nordic AB (publ)’s Registration Statement on Form F-4, filed with the Commission on May 28, 2004.

******

 

Incorporated by reference from the Registrant’s Annual Report on Form 20-F filed with the Commission on September 1, 2005

 

In May 2000 the Registrant changed its name from CB Bus AB (publ) to Concordia Bus AB (publ).

††

 

In May 2001 Swebus AB changed its name to Concordia Bus Nordic AB.

 

53




 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

CONCORDIA BUS NORDIC HOLDING AB (publ)

 

By: 

/s/: Per Skärgård

 

 

 

Per Skärgård

Chief Financial Officer and Director

Date:  May 15, 2007

 

 

 

SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.

 

CONCORDIA BUS NORDIC HOLDING AB (publ)

 

By:

/s/: Per Skärgård

 

 

 

Per Skärgård

Chief Financial Officer and Director

 

 

54




 

INDEX TO FINANCIAL STATEMENTS

 

Financial Statements of Concordia Bus Nordic Holding AB(1)

 

Report of Independent Registered Public Accounting Firm

 

Consolidated Statements of Operations for the years ended February 28, 2006, February 28, 2005 and February 29, 2004

 

Consolidated Balance Sheets as of February 28, 2006 and February 28, 2005

 

Consolidated Statements of Changes in Shareholder’s Equity for the years ended February 28, 2006, February 28, 2005 and February 29, 2004

 

Consolidated Statements of Cash Flows for the years ended February 28, 2006, February 28, 2005 and February 29, 2004

 

Notes to Consolidated Financial Statements

 

Financial Statements of Swebus AB(2)

 

Report of Independent Registered Public Accounting Firm

 

Statements of Operations for the years ended February 28, 2006, February 28, 2005 and February 29, 2004

 

Balance Sheets as of February 28, 2006 and February 28, 2005

 

Statements of Cash Flows for the years ended February 28, 2006, February 28, 2005 and February 29, 2004

 

Notes to Financial Statements

 

Financial Statements of Ingenior M.O. Schoyens Bilcentraler AS(2)

 

 


(1)           Previously, Concordia Bus Nordic Holding AB was named Interbus Finans AB and was a wholly owned subsidiary of Concordia Bus Nordic AB (publ), which was wholly owned by Concordia Bus AB. In January 2004, a reorganization was performed whereby Concordia Bus Nordic AB (publ) transferred to Concordia Bus AB its 100% share ownership of Interbus Finans AB. Concordia Bus AB then transferred its shares in Concordia Bus Nordic AB (publ) to Interbus Finans AB. Interbus Finans AB was then renamed Concordia Bus Nordic Holding AB.

Such reorganization had the effect of creating a new holding company for Concordia Bus Nordic AB (publ) from one of its dormant subsidiaries. Concordia Bus Nordic Holding AB is a non-operating holding company that has no assets other than its shares in Concordia Bus Nordic AB (publ). Since this was a reorganization of entities under common control, the consolidated financial statements contained in this prospectus are presented as if Concordia Bus Nordic Holding AB was in existence as the shareholder of Concordia Bus Nordic AB (publ) for all periods presented.

Subsequent to the reorganization, the consolidated financial position, results of operations and cash flows of Concordia Bus Nordic AB (publ) are almost the same as that of Concordia Bus Nordic Holding AB.

(2)           The audited financial statements of this subsidiary of Concordia Bus Nordic Holding AB are included in this Form 20-F to comply with Section 3-16 of Regulation S-X of U.S. federal securities laws.

F-1




Report of Independent Registered Public Accounting Firms

To the Board of Directors and Shareholders of Concordia Bus Nordic Holding AB

We have audited the accompanying consolidated balance sheet of Concordia Bus Nordic Holding AB as of February 28, 2006, and the related consolidated income statement, statement of cash flows and statement of changes in shareholders’ equity for the year ended February 28, 2006. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, based on our audit, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of Concordia Bus Nordic Holding AB at February 28, 2006, and the consolidated results of its operations and its cash flows for the year ended February 28, 2006, in conformity with accounting principles generally accepted in Sweden.

Accounting principles generally accepted in Sweden differ in certain respects from accounting principles generally accepted in the United States of America. Information relating to the nature and effect of such differences is presented in Note 30 to the consolidated financial statements.

Ernst & Young AB

Erik Åström

Authorized Public Accountant

Stockholm, Sweden

September 27, 2006

F-2




CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(all amounts in millions of SEK, except share and per share amounts)

 

 

Note

 

Year Ended
February 28, 2006

 

Year Ended
February 28, 2005

 

Year Ended
February 28, 2004

 

 

 

 

 

 

 

 

 

 

 

Net revenue

 

2,3,4

 

4,683

 

4,812

 

4,761

 

Fuel, tires and other consumables

 

5

 

(1,113

)

(989

)

(929

)

Other external costs

 

5,6

 

(1,049

)

(1,127

)

(1,004

)

Personnel costs

 

5,7

 

(2,509

)

(2,606

)

(2,611

)

Gain (loss) on sale of fixed assets

 

 

 

6

 

4

 

6

 

Depreciation, amortization and write-downs

 

2,5,8

 

(300

)

(350

)

(331

)

Operating loss

 

2

 

(282

)

(256

)

(108

)

 

 

 

 

 

 

 

 

 

 

Interest income

 

9

 

4

 

3

 

5

 

Interest expense and similar items

 

10

 

(278

)

(144

)

(151

)

Financial income and expenses

 

 

 

(274

)

(141

)

(146

)

 

 

 

 

 

 

 

 

 

 

Loss before income taxes

 

 

 

(556

)

(397

)

(254

)

Income taxes

 

11

 

(1

)

1

 

83

 

Net loss

 

 

 

(557

)

(396

)

(171

)

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

300

 

300

 

300

 

Net loss per share (in thousands of SEK)

 

24

 

(1,856

)

(1,320

)

(572

)

 

The accompanying notes are an integral part of these consolidated financial statements.

F-3




CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(all amounts in millions of SEK)

ASSETS

 

Note

 

February 28, 2006

 

February 28, 2005

 

 

 

 

 

 

 

 

 

Fixed assets

 

 

 

 

 

 

 

Goodwill

 

12

 

211

 

209

 

Total intangible fixed assets

 

 

 

211

 

209

 

 

 

 

 

 

 

 

 

Buildings and land

 

13

 

4

 

2

 

Equipment, tools, fixtures and fittings

 

13

 

30

 

27

 

Vehicles

 

13

 

1,041

 

1,228

 

Total tangible fixed assets

 

 

 

1,075

 

1,257

 

 

 

 

 

 

 

 

 

Other financial fixed assets

 

14

 

35

 

48

 

Total financial fixed assets

 

 

 

35

 

48

 

 

 

 

 

 

 

 

 

Total fixed assets

 

 

 

1,321

 

1,514

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Inventories

 

15

 

30

 

33

 

 

 

 

 

 

 

 

 

Current receivables and other current assets

 

 

 

 

 

 

 

Accounts receivables

 

16

 

441

 

345

 

Other current receivables

 

 

 

62

 

76

 

Accrued income and prepaid expenses

 

17

 

122

 

143

 

Total receivables and other current assets

 

 

 

625

 

564

 

 

 

 

 

 

 

 

 

Cash and bank balances

 

18

 

192

 

175

 

 

 

 

 

 

 

 

 

Total current assets

 

 

 

847

 

772

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

2,3

 

2,168

 

2,286

 

 

The accompanying notes are an integral part of these consolidated financial statements.

F-4




CONCORDIA BUS NORDIC HOLDING AB AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(all amounts in millions of SEK, except share and per share amounts)