CONCORDIA BUS
Transcription
CONCORDIA BUS
CONCORDIA BUS ^ ANNUAL REPORT 2008/2009 Contents 1 Concordia Bus – financial highlights 2 Presenting Concordia Bus 4 Statement from the CEO ^ 6 Vision, mission, goals and strategies 8 Market overview 15 Concordia Bus Fleet 16 Swebus 18 Concordia Bus Finland 19 Concordia Bus Norway 20 Concordia Bus Denmark 21 Swebus Express 22 Sustainability 24 Management system and Share data 25 Corporate governance 28 Board of Directors 29 Executive Management 30 Administration report 33 Consolidated income statement 34 Consolidated balance sheet 35 Consolidated statement of changes in equity 36 Consolidated cash flow statement 37 Parent Company income statement 38 Parent Company balance sheet 39 Parent Company statement of changes in equity 40 Parent Company cash flow statement 41 Notes 63 Audit report 64 Glossary and definitions 65 Addresses C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Concordia Bus – financial highlights Revenue in the Concordia Bus Group rose to SEK 6,134 million (5,406). Revenue from contractual bus services in Finland reached SEK 721 million (517). Operating profit was SEK 24 million (12). The Concordia Bus Group reported an operating profit of SEK 206 million (161) for the year. Revenue from contractual bus services in Denmark amounted to SEK 53 million. Operating profit was SEK –24 million. The Concordia Bus Group won contracts for 713 buses (370) in the year’s procurements. Revenue from long-distance bus transports totalled SEK 341 million (351). Operating profit was SEK 23 million (19). Revenue from contractual bus services in Sweden amounted to SEK 4,396 million (3,990). Operating profit was SEK 232 million (154). During the year the Group purchased 387 buses (133) for a total of SEK 631 million (306) under finance leases. Revenue from contractual bus services in Norway totalled SEK 528 million (463). Operating profit was SEK 9 million (28). SEK M, unless otherwise stated 04/05* 05/06** 06/07** 07/08** 08/09** Revenue 4,812 4,683 5,075 5,406 6,134 Operating profit –312 –344 –24 161 206 Profit after net financial items –562 –794 –246 –16 –233 Profit after tax –560 –795 –245 –15 –239 Cash flow –169 2 117 211 –59 175 231 351 529 558 –31.1 –0.6 6.7 5.8 –2.7 Cash and cash equivalents*** Equity/assets ratio, % Equity Equity/common share, SEK –873 –17 227 210 –117 –174.6 –2.04 11.35 10.50 –5.85 *** According to Annual Accounts Act *** According to IFRS *** Including blocked bank accounts revenue operating profit Number of buses 3,000 300 7,000 6,134 6,000 5,000 tender history SEK M SEK M 4,812 4,683 5,075 206 200 5,406 161 100 4,000 0 3,000 –100 2,000 –200 1,000 -300 0 04/05 05/06 06/07 07/08 08/09 -400 1,663 1,024 1,500 –24 2,000 2,063 2,500 1,279 1,221 1,000 500 –312 04/05 –344 05/06 06/07 07/08 08/09 0 762 221 04/05 713 194 05/06 06/07 370 07/08 Tenders won by others Tenders won by Concordia Bus C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 08/09 2 presenting concordia bus Concordia Bus – a value-driven leader in public transport services Concordia Bus is the Nordic leader in scheduled public road transport services, with a market share of 16%. The company is also one of the ten largest public transport companies in Europe. For the fiscal year 2008/2009 Concordia Bus posted revenue of SEK 5.7 billion in the contractual bus services segment and SEK 0.3 billion in the long-distance bus transport segment. The Nordic market for scheduled bus transports is worth approximately SEK 37 billion, of which around SEK 26 billion is tendered in open competition. In the past year, around 250 million people travelled on one of the company’s 3,505 buses. Modern people choose the bus for its combination of high accessibility, reasonable prices and eco-friendliness. Buses account for 1% of total carbon dioxide emissions in the transport sector. Measured per passenger kilometer, carbon dioxide emissions for a diesel-powered bus are roughly equal to those for an eco-car. Concordia Bus is creating the bus transports of the future through a value-driven organization with dedicated employees who feel that their contributions make a difference. In the past fiscal year the Group had an average of 7,606 employees. traffic Brief facts including the share of Group’s n revenue and n operating profit CONTRACTUAL BUS TRANSPORT SERVICES 72% LONG-DISTANCE TRANSPORTS 81% 12% 6% 8% 8% Sweden Finland Swebus Express Market leader. The market is worth SEK 12 billion and is 95% deregulated. No additional transport contracts were opened for competitive tenders in 2008. Swebus has 110 transport contracts and 200 million passengers. Challenging car transports. Top three. The market is worth close to SEK 3 billion. Concordia Bus Finland has 41 transport contracts and 34 million passengers. Challenging car transports. Market leader in Sweden. The Swedish market is worth SEK 0.6 billion, the Nordic 4.3. Swebus Express has 2 million passengers on 30 long-distance bus lines. Challenging car, train and air transports. 9% 1% 3% Concordia Bus Fleet 0% Norway Denmark Top three. The market is worth SEK 3.4 billion and in 2008 the deregulated share grew by 3 percentage points to 34%. Concordia Bus Norway has 8 transport contracts and 12 million passengers. Challenging car transports. Start in 2008. Market share of 2%. The fully deregulated market is worth SEK 5.5 billion. Concordia Bus Denmark has 2 transport contracts and 9 million passengers. Challenging car transports. The only Nordic specialist company that leases buses for public transport. Concordia Bus Fleet optimizes purchasing, management and sales of the approximately 3,500 buses in the Group’s fleet. Key ratios Total number of km driven (millions) Number of employees Number of buses Number of km per bus Revenue per bus (SEK M) 04/05 05/06 06/07 07/08 258 237 237 245 08/09 253 6,949 6,299 6,814 7,021 7,606 3,730 3,400 3,503 3,376 3,505 69,199 69,852 67,572 72,571 72,182 1.29 1.38 1.45 1.60 1.75 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 presenting concordia bus ORGANIzATIONAL CHART CONCORDIA BUS CONCORDIA BUS FLEET CONCORDIA BUS NORDIC SWEBUS EXPRESS SWEDEN FINLAND We keep our promises to the customers ^ We value good leadership We have integrity C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 CONCORDIA BUS NORWAY NORWAY CONCORDIA BUS DENMARK DENMARK ^ ^^ Concordia Bus’s values CONCORDIA BUS FINLAND SWEBUS SWEDEN We respect our employees – and earn their respect in return We are committed to quality Read more about the values on page 7. 3 4 Statement from the CEO Inner strength leads to successful tenders We achieved powerful growth in operating profit for the third consecutive year and won more than every second bus in the procurements we took part in. This is a clear demonstration of strength in a market where other major players have been plagued by problems and losses in recent years. A half billion in three years Our operating profit of SEK 206 billion is equal to an increase of 28% over the previous year. Above all, this represents an improvement of SEK 550 billion compared to 2005/2006, when three straight years of losses bottomed out in an operating deficit of SEK 344 million. While many major players continue to struggle with problems, we are going against the stream. On one level our success is the result of higher efficiency, an optimized bus fleet and rising volumes. On another more fundamental level, this impressive performance is attributable to a new business model, continuous improvements through process control and closer collaboration with our principals. We identified the factors that were most important in realizing our vision that “everyone wants to travel with us”, and set out to secure the quality and efficacy of the processes that would take us there. In our process of change, we united around a set of simple values that would lead us to good ethics and high efficiency. The presence of well developed leadership all the way out to every depot and workshop is becoming increasingly important and tangible in the organization. In a growing number of areas we are managing environmental risks in a systematic and successful manner. We remain committed to our ambition to become climate neutral one day in the future. But there is much that remains to be done. In the past year it was easy to find motivation and affirmation in our successes in both segments, contractual bus services and long-distance transports. In particular, our Swedish company Swebus once again delivered substantial earnings growth. Furthermore, our fleet management company Concordia Bus Fleet proved what an exceptionally valuable resource it is for the operating companies. A watershed year for long-distance transports In the long-distance transport segment, every operator, bus line and departure survives on its own merits. There is no revenue from taxes or transport contracts with a public sector clients. Every krona comes directly from the passengers and every departure must be sold with the help of a strong brand, a good product and effective distribution. The market leader Swebus Express is succeeding well at this task. In the past year the company was first in the industry to launch an IT-based real time control system that optimizes the capacity to adapt traffic to demand. Our transports were approved for the Good Environmental Choice eco-label, another milestone for express bus services, and the share of online sales passed 60%. The buses reduced both their fuel consumption and emissions and the company introduced 15 new buses of the highest environmental class. Swebus Express is well positioned for the future and I have every confidence in the company and its product. A breakthrough for fleet management Throughout the bus procurement process, from advice to financing and acquisition, Concordia Bus Fleet provides critical support. The operating companies in Sweden, Norway, Finland and Denmark can all rely on this expert organization to optimize their bus fleets, which is a key to ensuring the right quality and profitability. In the past year over 99% of the buses were on lease and only 30 buses were for sale, figures that definitely set a high standard for the future. We are still the only public transport provider in the Nordic region to manage its bus fleet through a joint bus owner company. 52% of bus tenders won Since the establishment in Denmark during 2008, Concordia bus is also the only public transport provider to have operations in all four C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Statement from the CEO Nordic countries. This naturally contributed to making this a banner year for us, but still more important were our successful tenders. In the past year our companies throughout the Nordic region presented tenders that overcame fierce domestic and international competition to win more than every second bus in the procurements we took part in. For 52% of the buses, the clients found the tenders submitted by Concordia Bus to be the most competitive. On a net basis we increased our coverage by more than 200 buses, despite employing a selective tendering strategy based on security in every aspect of the contract. The ability of our companies to combine low costs with decisive quality advantages for our clients and passengers has never been greater. Cause for both satisfaction and concern In Sweden we have a very powerful position in the public transport sector and operations in Finland are expanding at a furious rate without any appreciable growing pains. In these markets I am more that satisfied. Norway is also showing strong growth figures, but at the moment we are not achieving the same high efficiency there as in the rest of the organization. For every bus operator, a contract start-up in a new market is challenge that is associated with sizeable investments. The launch of services in Denmark was no exception. Half a year C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 later I am pleased to say that traffic in Denmark got off to an excellent start for our passengers, clients and employees, although our costs were higher than anticipated. Over time the Danish contracts will be profitable, but the learning curve thus far has been costlier than necessary. Legislative changes The legal and regulatory conditions for public transport in the Nordic region changed only marginally during the year. However, both Sweden and Finland are now awaiting farreaching changes in their regulatory regimes – Finland through the new EU regulation of concessionary transports and Sweden through a government inquiry on a new public transport act that will present its proposals in the autumn of 2009. At the time of this report, the first part of the report had yet to be presented. At Concordia Bus we welcome a new and coordinated regulation of public transport, based on full freedom to conduct bus transports, more dynamic competition under responsibility and a stronger defence of the individual passenger’s rights and opportunities. We hope for a better procurement model to ensure a predictable base offering. The model should contain an increased share of incentive agreements. Refinancing I began the year’s CEO statement by expressing my satisfaction with our operating profit. I would now also like to briefly comment on our financial net, which is negative. This is tied to the bond loan in Euro that has been issued by the subsidiary Concordia Bus Nordic and will mature in the autumn of 2009. The low exchange rate for the Swedish krona against the euro has weakened Concordia Bus’s balance sheet by increasing the amount of the loan in SEK. However, this has affected neither our cash flow nor the Parent Com pany’s strong financial position. The capital structure has been distorted, but this effect is unrealized and will be restored in the event of a strong SEK rate. Our owners have shown their support for the company and are hand ling our refinancing in a manner that reflects the importance of this issue. Concordia Bus operates a successful, widely appreciated and profitable business. Our organization has the right structure and employees to continue its leadership for the benefit of the passengers, principals and societies we serve. I thank each and every one of you whose contributions have given us such an excellent position for the future. Stockholm, May 2009 Ragnar Norbäck President and CEO 5 6 Vision, mission, goals and strategies Business model intact ^ VISION: EVERYONE WANTS TO TRAVEL WITH US mission: An appreciated, credible and resource-efficient provider of road transport services Appreciated credible Resourceefficient Road transport The customers enjoy accessibility, reliability and courteous service. The public transport authorities recognize the value of Concordia Bus’s advice. The drivers represent Concordia Bus’s approach to good customer relations. Concordia Bus keeps its promises, maintains a high level of safety and provides transport solutions that support society’s objectives for development of road transports. Concordia Bus has low p roduction costs in relation to its delivered quality and offers effective solutions that also contribute to s ustainable long-term development. Concordia Bus provides scheduled transport services under contracts, in partnership or independently. Concordia Bus’s business model was successful in 2008 when the Group won half of its tendered volume. The vision, mission and goals stand firm. The international macroeconomic upheaval that took place during 2008 has not yet had any decisive impact on the need for public transport services. In the Nordic region there is a rising need for public transport and, with the exception of Denmark, also a growing demand. The greatest change in the basic conditions for public transport is the rapidly rising pressure on public transport authority budgets. Concordia Bus’s operations are divided into two segments, contractual transport services and long-distance transports. Since the compensation payable under these transport contracts is largely fixed and comes directly from financially constrained clients, Concordia Bus is working to boost the share of controllable revenue. The need for this change is increasing in pace with diminishing scope to finance transport services with tax revenues. Long-term goals Concordia Bus sets goals in three different categories: Market goals, operating goals and financial goals. To reach each and every one of these goals, the company has formulated a number of different strategies. Market goals • More than 80% satisfied customers. • Market leader in selected segments of the Nordic region and among the top three in all four countries. • More than one third of all scheduled road transport services in the Nordic region. • Highest quality rating among leading public transport operators in an independ ent standardized measurement. • Highest credibility among the clients. Operating goals • Motivated Employee Index of more than 80. • Climate-neutral. • Less than 1 personal injury per a distance equal to 100 times the earth’s circum ference. Financial goals • Profit margin of 3-5%. • Return on capital employed of at least 10%. • Return on equity of at least 15%. • Equity/assets ratio of at least 25%. • Cash flow that covers investment needs and shareholder dividends. Five strategic areas The strategies are divided into five different areas: growth, market efficiency, structure, resource management and employee development. Growth An increased undertaking in the local transport service contracts is a key component not only of Concordia Bus’s growth ambition but also for development in other prioritized strategic areas. The company seeks greater responsibility for the service offering, timetable and sales, as well as compensation for both the provision of transport services and the number of passengers. Concordia Bus aims to grow both organically and through increased penetration of existing markets, but also via product diversification and by playing an active role in the anticipated consolidation of the market. Market efficiency Market efficiency will be improved through product development in the form of clear product definition of the company’s offering, new transport solutions, ongoing productification of both traditional contractual transport services and operator services such as school and airport buses, etc. Long-distance transports will develop loyalty programs, guaranteed seating, flexible pricing, commuter concepts, etc. Political forces are having a growing influence on aspects such as market efficiency. Improved tendering practices, so-called tender excellence, careful contract management and active communication are other strategies to enhance market efficiency. Structure In every geographical market, Concordia Bus strives to promote the existence of strong industry organizations. Strategic partnerships accelerate the company’s own pace of development and assessment of the C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Vision, mission, goals and strategies c ompany’s financial and corporate structure satisfies other primarily financial goals. Resource management Because resource management is of central importance to Concordia Bus and is a critical competitive strength, the related strategies cover a number of different initiatives. Process control to create and implement uniform group-wide processes and instructions for best practice is the most central factor. Quality assurance based on external and internal audits, benchmarking of efficiency over time and between units through the use of key performance indicators and resource optimization are other key aspects of resource management. Management of the bus fleet through Concordia Bus Fleet contributed strongly to the Group’s excellent results in the past fiscal year and is expected to be of growing import ance in the future. Financial improvement by securing the lowest possible cost for the Group’s total financing is increasingly vital as the financial markets are reshaped and the economy contracts. Strategies for optimal resource management also include safety issues, contract startups and, not least, environmental issues. Employee development Powers and responsibilities must be absolutely clear and the decision-making processes effect ive. Shared values serve as a foundation for the creation of a professional culture. The com pany encourages employee commitment and strives to systematically utilize this commitment and provide individual feedback on work performance. Managers are developed according to the established leadership criteria and each employee is given opportunities for personal development through at least one yearly evaluation together with his or her manager and matching of skills to work duties. The bus drivers are trained in a way that reflects the company’s obligations to its customers. Stricter requirements and better communi cation will create a more positive image of the industry, its vocations and available careers. The Group offers opportunities for job rotation and career development. Concordia Bus strives to be perceived as the industry’s most attractive employer. More uniform working methods To realize the vision “Everyone wants to travel with us” and achieve its goals, the company focuses on continuous improve- C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 ment of its working methods, primarily through benchmarking. In this context, customer-perceived quality is the single most important factor and motivated employees are vital for long-term success. Concordia Bus has five basic shared values that steer development of the com pany’s working methods: Credibility, mutual respect, good leadership, integrity and quality. These values provide a platform not only for the company’s day-to-day operations, but also its strategies, goals and even its vision. Better solutions through process control In 2006 Concordia Bus began establishing a process-oriented management system (read more in the corporate governance report on page 25). Concordia Bus always bases its control on the customer’s situation and, through horizontal cooperation and integration, strives to ensure that the company lives up to the requirements of its customers and other stakeholders. The company formulates goals and action plans for its operating activities. Group-wide process teams set development targets and establish working methods and routines in the form of policies and instructions that the company applies and monitors within its system for quality control. The shared values form the backbone of the company’s process control and a rising number of group-wide working methods in production, accounting, finance and administration. Uniform working methods are of major importance, above all for quality management and resource-efficiency. Twenty-five carefully selected performance indicators make it possible to identify the areas where the company is performing most successfully. Seventeen interdisciplinary process teams that involve 120 employees in nine main processes evaluate alternative methods for enhancing quality in everything the company does. Each team is headed by a senior executive in the Group, such as a function manager or president. The group-wide working methods have grown in number and now make up around 42% of all identified processes. At the beginning of the 2008/2009 fiscal year the Group’s process development entered a new phase when the growing number of group-wide instructions were effectively integrated with various action plans for the first time. Concordia Bus believes that successful process development was decisive in enabling the company to win close to half of all buses in the procurements it took part in during the past year. Process development is also a factor behind other successful initiatives such as the Green Journey environmental initiative, the new model for employee performance reviews, improved purchasing routines, the proprietary customer survey model, etc. Concordia Bus’s values: WE KEEP OUR PROMISES TO THE CUSTOMERS Our customers see us as credible. The information we provide is perceived as timely and sufficient in scope. Our commitments are long term. WE RESPECT OUR EMPLOYEES – AND EARN THEIR RESPECT IN RETURN Our company stands for equal treatment of all employees. Together we c reate a secure and congenial working environment that stimulates initiative and ideas for improvement. We encourage health and development, and recognize achievement. We react to a lack of respect towards to company and its employees. WE VALUE GOOD LEADERSHIP We have well defined leadership criteria. Our managers place the interests of our customers first. We promote cooperation across borders and provide feedback on work performance. We can be trusted with confidences. WE HAVE INTEGRITY At Concordia Bus we comply with the applicable laws, rules and industry standards. We take our responsibility for the environment and society. Our relationships with business partners are characterized by mutual respect. WE ARE COMMITTED TO QUALITY We deliver results. Our services maintain the promised level of quality as a minimum requirement. We use systematic follow-up and development of operations to ensure lasting correction of errors and deviations. 7 8 Market overview Successful efforts in the past year Deregulation of the Nordic market for scheduled bus transport services has continued in 2009. A dramatic downturn in the global economy is increasing the pressure on client budgets at the same time that growing environmental concerns are creating incentives to make public transport more attractive. Concordia Bus is the largest bus transport operator in the Nordic region and one of the ten largest public transport companies in Europe. In the 2008/2009 fiscal year the company expanded its share of the Nordic market turnover from 15% to 16% with prices that will further improve the underlying profitability. After the past year’s successful tenders, the company plans to invest the equivalent of SEK 1 billion in new buses during 2009. Condordia Bus’s operations consist of public road transports in Sweden, Norway, Denmark and Finland. More than 90% of the Group’s revenue comes from contractual transports in the form of local and regional bus services on behalf of public transport authorities. The contracts with these are longterm and compensation is typically based on production in the form of kilometers or hours driven and the number of buses in service. In only a few cases does the company receive part of its compensation from ticket revenues. Long-distance transports, i.e. longer journeys by express bus, are the company’s second segment. These transports are also scheduled, but the revenues come from passengers rather than public transport authorities. Concordia Bus uses a bus fleet of 3,505 vehicles in the provision of transport services. A total of 2,998 of these buses are used in contractual transports and 88 are used in long-distance transports. The remainder are available to meet needs in connection with service and maintenance and during fluctations in traffic and demand. In the long-distance segment, short-term leasing is an established method for meeting peak demand in an efficient manner. Contractual bus transports dominant The company’s revenue in the contractual transports segment, consisting of transport services for various public transport authorities, comes from contracts won in full competition. This portion of the Nordic market is worth approximately SEK 30 billion and its share is growing. In 2008 Nordic transport contracts for around SEK 3 billion were exposed to com- petition for the first time and in 2009 contracts for another SEK 1 billion are expected to be opened for tenders. Around SEK 10 billion will remain thereafter within the framework of concession agreements, i.e. transport contracts not subject to competitive tendering. The EU’s public procurement regulations still permit the award of concessions for an unlimited period. The total Nordic market for public bus transports is worth around SEK 37 billion and long-distance transports with express bus more than SEK 4 billion. These markets are expanding and Concordia Bus expects them to continue growing. The public transport authorities in Sweden and Denmark put nearly all their transport contracts up for tender, while the share in Finland and Norway is below 50%. The open market is growing rapidly in Norway, significantly faster than in Finland. New legislation may accelerate the pace of deregulation. In the autumn of 2008 the company successfully launched services in Denmark for the first time. The start-up in Denmark represents a breakthrough in a geographical market worth approximately SEK 5,5 billion, i.e. 15% of the Nordic market for scheduled public bus transports. Overview of public transports in Sweden, Norway, Finland and Denmark All scheduled public transports (rail and bus) Market value SEK bn Scheduled public bus transports Number of buses Competitively tendered scheduled public bus transports Market value SEK bn Number of buses Contractual transport services Long-distance transports by express bus Market value SEK bn 0.6 Sweden 29.3 7,556 12.3 7,346 11.7 Norway 19.3 7,581 12.6 2,397 3.4 0.6 Finland 12.8 4,979 6.5 1,339 2.7 2.1 Denmark Total 9.9 3,178 5.5 3,128 5.5 0 71.3 23,304 36.9 14,210 23.3 3.3 Contractual bus transports Concordia Bus 2008/09 Number of buses Revenue SEK M Sweden 2,198 4,396 Norway 378 528 Finland 363 Denmark Total Long-distance transports Concordia Bus 2008/09 Share of competitively tendered buses Number of buses Revenue SEK M Share of competitively exposed market 30% 88 341 16% 0 0 721 26% 0 0 59 53 2% 0 0 2,998 5,698 21% 88 341 >50% The market values are estimates made by Concordia Bus. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Market overview Public finances putting pressure on transport operators At the beginning of 2009, Sweden, Finland, Norway and Denmark were all in the midst of or headed for a recession. Despite this, public finances in the four countries are more robust than in many EU member states and economic development in the region is expected to be better than average in the EU. The current tough economy is making it more difficult for national, municipal and county governments to balance their budgets, which is reducing the scope to increase funding for public transport. Concern about the environment and personal finances is contributing to more widespread bus usage, while rising unemployment is inhibiting demand for work-related travel. However, the number of passengers per bus has a greater impact on the environment than the bus companies, which have so far been entitled to a share of ticket revenues only as an exception. Recruitment of drivers and other employee categories was difficult in the first half of 2008 and payroll increases were high. The hiring situation improved successively and has been satisfactory so far in 2009. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 The number of competing vehicle suppliers remains low, which is having a negative impact on the price scenario and product development. Increased interest rate volatility in the financial markets during 2008 led to higher financing costs for vehicles, but the situation appears to be stabilizing in 2009. This trend is also limiting the opportunities to sell used vehicles. Due to the past year’s price turbulence in the oil market, the majority of diesel purchases were made at prices that were signific antly higher than in the previous year. Delays in indexed compensation for these cost increases led to a decrease in reported earnings in several markets. At the end of the 2008/2009 fiscal year, the diesel price had fallen back to around the same level as at the beginning of the year. Local buses attract one in five In Sweden, Norway and Finland, the number of bus passengers is rising. The downward trend noted in Denmark during 2003–2007 appears to have turned slightly upward. Although car transports are costly, aggravate congestion and lead to increased environmental impact, their higher convenience is causing them to grow faster than bus transports everywhere except the metropolitan areas. Despite efforts by politicians and transport companies, the public transport sector’s market share has been stagnant at around 20% for decades. The situation in the past year was the same as in the year before. However, preliminary volume growth for public transports appears to have been lower than in the past few years. Without exception, bus transport services in the capital city regions make up the largest single market in each country and employ around half of the total number of buses. In many more sparsely populated regions, the use of public transport is declining. The majority of Concordia Bus’s customers are passengers in urban traffic. Surveys in Sweden show that 70% of the population uses public transport occasionally, with women outnumbering men and young people the most frequent users of all. Around 15% use public transport daily and an equal share never use it. Industry surveys on customer satisfaction among users of public bus transports show that two of three are satisfied or highly satisfied. 9 10 Market overview Young people fill the express bus With sales of approximately SEK 8.6 billion in 2008, rail transports dominate the market for long-distance travel. Rail transports are also growing faster than express bus transports. The conditions for Concordia Bus’s longdistance traffic show somewhat greater differences between the Nordic countries than those for contractual transports. Long-distance bus transports have focused on transports within or to and from Sweden, and currently account for around 6% of the company’s total revenue. Revenue in this category comes exclusively from the passengers. Young people in particular, but also pensioners and women are key passenger categories in the long-distance segment. School bus transports are sometimes tendered in connection with urban transports and currently make up around 1.0% of operations in Concordia Bus, while transports to and from airports account for 0.3%. The Nordic model The system for procurement and production of public transport services is essentially the same in the four Nordic countries. The client, which is a politically appointed public transport authority, has overall respons ibility for the provision of public transport services in a particular region. The client also decides whether to provide public transport services under an existing concession or to invite tenders through a public procurement. This responsibility includes decision on timetables, ticket pricing and other details. The difference between production costs and operating revenue is covered by taxes. The operator is the bus company that provides transport services according to the terms of the contract. This company can be an international group, a small or mid-sized privately owned company or an enterprise owned by a municipality or county council. Model for procurement of public bus transport services IMAGE AG E CUSTOMER › DELIVERY CONDITIONS IM › › POLITICIANS › CLIENT e.g. Stockholm Public Transport › CONTRACT 5–10 YEARS Fee per km, hour and bus OPERATOR e.g. Swebus The rules for procurement of public bus transport services are relatively similar in all four Nordic countries and are based on the guidelines in the EU’s public procurements directive. The contract between the client and operator regulates the way in which transport services are provided based on the terms and conditions in the tender documents. It generally runs for a period of 5-8 years and the operator typically receives payment on a gross cost basis. The amount paid to the operator under a gross cost contract is based solely on the number of kilometers or hours driven, while all ticket revenues go to the public transport authority. A net cost contract instead assigns the bulk of ticket revenues to the operator. An incentive contract is a cross between a gross cost and net cost contract, and is based on the gross cost model but allows the operator to increase its revenue if the number of passengers rises. One thing all three contract types have in common is that the compensation is indexed over time to reflect changes such as rising fuel or payroll costs. Insufficient indexation in many contracts makes cost growth a problem for operators as well. The clients are making increasingly rigorous demands on the buses, which is leading to higher costs and risks for the operators. When the contract period ends, a bus that is adapted to the specifications of a certain client can prove difficult deploy in another market. The difference between the financial and physical life of a bus fleet affects the transport operator’s income statement and balance sheet. Level of compensation changes over time The typical pattern for contract pricing is to first sink and then rise again. Before deregulation begins in a certain area, the level of compensation is high. Because there is only one public transport authority in each area, but often a large number of bidders, an imbalance arises in C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Market overview connection with the reform. In many cases, the span between the highest and lowest bids is considerable, sometimes so large that the lowest is not even sufficient to cover the bidder’s costs. Regardless of the motives behind such tactics, a gradual market correction takes place so that the price increases over time. As a result, the prices will fall relatively slowly after the first procurement, and will then rise somewhat faster after bottoming out. Concordia Bus believes that the market will eventually consolidate into a small number of efficient and quality-driven players. The degree of consolidation is also increasing among transport authorities, mainly as a means for achieving scale economies adapting to changing traffic streams. At the current price levels, ticket revenues are not adequate to cover traffic costs. The socalled self-financing ratio varies both between countries and over time, but currently averages at around 50–60% throughout the Nordic region, albeit with large local variations. The remainder is covered by tax revenues. In certain regions the self-financing ration is decreasing, and in others it is rising. International players hesitant In 2008 the majority of international transport operators reported low or negative profitability in their Nordic operations. A few of these chose to prepare certain joint tenders for underground and light rail transports, but not bus services. Concordia Bus’s assessment is that international players, in particular, are postponing start-ups and ventures in the Nordic region until the price scenario improves from the transport operators’ perspective. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 The largest operators: Arriva Arriva is a listed British company that is expanding outside the UK. In the Nordic region, the company has traffic in Sweden and Denmark. The Nordic fleet consists of 1,875 buses and the company also conducts rail transports. Veolia Veolia is a listed French company that also provides transport services on trains, light rail lines and ferries. The company is the only operator that has, or has had, scheduled traffic in all of the Nordic countries, but has now left the Danish market. The fleet in 2008/2009 consisted of 1,353 buses. Busslink/City-Trafik/Keolis French Keolis is the principal owner of Busslink, which was formerly called SL-Buss and was at that time wholly owned by SLL. Today SLL has a holding of 30%. In Denmark, Keolis owns the company CityTrafik. The fleet in 2008/2009 consisted of 1,517 buses. In the contractual bus transport segment, Concordia Bus currently competes with international players like Arriva, Keolis and Veolia and with local private and publicly-owned companies. A few of the competitors are pure bus operators while others also conduct underground, rail and boat transports. Concordia Bus, in contrast, is actively only in scheduled competitively tendered bus transport services for passengers in the Nordic region. Veolia of France is among the three largest in Sweden and Finland and is number five Helb/City of Helsinki The City of Helsinki’s bus company Helb is the largest operator in the Helsinki region and the second largest bus company in Finland, after Koiviston Auto. The company has no operations outside Finland. The fleet consists of around 520 buses. Nettbuss /NSB The Norwegian state railway operator NSB owns Norway’s largest bus company Nettbuss. The company also has operations in Sweden (Orusttrafiken, KR-trafik and Säfflebussen) and Denmark. The fleet consists of 2,549 buses. Tide Tide is a listed company with operations in bus and boat transports in Norway. Today the company is active mainly in Bergen and Hordaland County. The fleet consists of around 919 buses. Torghattengruppen Since November 2008, Torghattengruppen includes the listed company Fosen with the bus operator Norgesbuss. Torghatten has no operations outside Norway. The fleet consists of 800 buses. in Norway, but sold its Danish operations to UK-based Arriva in 2007. Last year, Arriva and Keolis submitted a joint tender for underground services in Stockholm. Arriva is number five in the Swedish contractual bus transport market and the market leader in Denmark, but is not yet established in Norway or Finland. French-based Keolis, like Arriva, operates in Sweden and Denmark but not yet in Norway and Finland. In terms of size, the company is comparable to Arriva and Veolia. 11 12 Market overview Sweden In Sweden Concordia Bus conducts contractual bus transports under the Swebus brand and long-distance transports under the Swebus Express brand. Today the former is primarily a producer brand, catering mainly to public transport authorities, while the latter is a consumer brand that is intended to create recognition, positive associations and customer loyalty among the passengers. Swebus Express With a market share of more than 50%, Concordia Bus and Swebus’s sister company Swebus Express are the leaders in that small portion of long-distance transports carried out by express bus rather than rail. These transports are conducted on behalf of, and fully financed by, the individual customers. At Concordia Bus this segment is categorized as long-distance transports. Swebus Swebus, with a market share of 30% and 2,198 contracted buses, is Sweden’s leading provider of contractual bus transports. Swebus has a total of 2,438 buses. The public transport authorities put nearly all scheduled public bus transports up for tender. This market is worth approximately SEK 12 billion. Göteborg, Luleå and Västerås are the largest cities that do not contract out all bus transports. Swedes are travelling more by car and by public transport, both within and outside Stockholm, which accounts for close to 45% of all public transport in the country. Over the five-year period through the end of 2007, the number of trips by public bus transport increased by 6%. The results of measurements for 2008 have not yet been compiled. Volumes in the underground system rose by 7% and other rail-bound traffic by 23%. Bus transports alone exceeded with 12% the combined volume for the underground, light rail and local trains combined. The profitability trend for Swebus’s international competitors was negative or unchanged during the five-year period ending in 2007, although several smaller companies reported an operating profit. Swebus has continuously and dramatically improved its operating profit since 2005. No contracts currently excepted from full competition are expected to be opened for competitive tenders in the next three years. On the other hand, new tenders will be invited for around 2,100 buses, equal to roughly 29% of the market currently exposed to competition. A government inquiry to improve competition and freedom of choice for passengers will present its proposals in 2009. Norway Norwegian public bus transports employ some 7,500 buses and generate annual revenue in the range of SEK 12.6 billion, including concessionary transports. The share of deregulated tendered transports rose during 2008 from 31% to 34%, meaning that the competitive share of the market at the beginning of 2009 was worth the equivalent of SEK 4.0 billion, of which contractual bus transports account for SEK 3.4 billion. In 2008 Concordia Bus Norway’s market share fell from 17% to 16% of competitively tendered public bus transports , since the market grew faster than Concordia Bus Norway. The market leader Nettbuss commands 33% of this market. The market is relatively fragmented and immature, with a large number of local operators and a couple of international players. All international operators in the Nordic region are also active in Norway. In the coming three years, contracts for more than 1,800 buses will be put to tender for the first time, which will increase the competitive market by around 75%. Concordia Bus’s share of the competitive bus transport market Concordia Bus’s share of the competitive bus transport market 30% 16% C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Market overview 13 Finland The Finnish market for public bus transports is worth the equivalent of approximately SEK 6.5 billion. Transports for the equivalent of around SEK 2.7 billion are subject to procurement, above all through competitive tendering of transports in the largest cities of Helsinki and Turku. The country’s third largest city, Tampere, has also started to procure bus transports in open competition. So far, growth in competitive tendering has been slow. The industry’s assessment is that the introduction of new EU legislation in December 2009 will set a maximum limit for protected concession agreements, but that the transitional rules may extend the protected status of transport operators and public transport authorities with agreements of this type. In the next three years more than 200 buses will be opened for tenders on the open Finnish market, which is equal to volume growth of 15%. Concordia Bus Finland operates only in the Helsinki region, where all transports are procured in open competition. The Helsinki market is worth the equivalent of SEK 2.3 billion and employs around 1,200 buses. Concordia Bus Finland is the market leader alongside the municipally-owned Helb, while Veolia is number three. The company has expanded its market share for several con secutive years and currently has a market share of 32% in the Helsinki area, with 423 buses. Including the entire deregulated contractual Finnish market, the share is 26%. Without access to a well situated depot, the company lacks opportunity to compete for contracts in the Turku area where 80% of bus transports are tendered competitively. The situation is the same in the Tampere region. There are some 1,500 buses in service outside the three major cities, but none of these transports are tendered. A large share of this traffic consists of express buses operating under exclusive concessions. Concordia Bus’s share of the competitive bus transport market 26% Denmark In the spring of 2008 Concordia Bus won its first tender in Denmark. In October the same year, Concordia Bus Denmark began operating 59 buses in the Copenhagen area. Public bus transports in Denmark were deregulated in the early 1990s and generate an estimated SEK 5.5 billion in annual revenue. All transports are competitively tendered and transports with around 800 buses will come up for bids within the next three years. This corresponds to around 25% of the total number of buses in the market. Over the five-year period ending in 2007, public transports decreased by around 5%. The first statistics from 2008 indicate that the falling trend has been broken and that the past year saw a slight increase in passenger streams. UK-based Arriva acquired Veolia’s operations in 2007 and now operates around 1,400 buses with a market share of 45%. Keolis has acquired 30% of Busslink (formerly SL-Bus) in Sweden and also operates in Denmark through City-Trafik, which has a market share of 9%. Concordia Bus Denmark’s share was 2%. Concordia Bus’s share of the competitive bus transport market 2% C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 14 Market overview Tenders and procurements with a long-term perspective In the past year Concordia Bus won nearly half of the contract volume for which the company submitted tenders. This success is the result of thorough preparations with a focus on the customer and a perspective that always extends at least ten years into the future. When Concordia Bus prepares a tender for contractual transport services, the process is characterized by painstaking attention to detail. The company asks for the client’s trust, for a period of five years or more, to provide public transport in an area where thousands of people are dependent on reliable bus services. This is a huge responsibility. Advance planning for customer benefit Concordia Bus works methodically and determinedly to evaluate and prioritize among the contracts that are offered on the market. Pre parations begin well ahead of time to ensure opportunity for analysis of compensation and risk levels and to develop solutions that offer the highest customer benefit. The company strives to prepare tenders that are attractive to all parties – both clients and passengers – and that also provide adequate profitability. invitations for tender are far too vague, which makes the tender process more difficult. Concordia Bus strives for dialogue with the clients in order to develop the best possible solutions to their relevant requirements. Better alignment of interests between clients and operators in terms of goals and means facilitates the tender procedure. If the client includes an evaluation model already with the invitation for tender, many misunderstandings can be avoided. The establishment of general terms and conditions for the tender procedure is a key sub-goal for predictability and transparency, as are reasonable requirements regarding the age of the vehicles. transport contract runs for 5–8 years, with an option clause for an extension of another two years or more. The terms of a contract often lead to investments in the bus fleet in the form of environmental upgrades in existing vehicles or the purchase of new ones. Today, specifications regarding fuel types and emission levels are a standard component of invitations for tender. Customer-specific solutions and the start of a new contract and new transport services often require additional investments. Cost indexation provides retroactive compensation for increased costs, for example fuel prices. Consequently, costs and revenue in the individual contracts are spread unevenly over the contract period, and the same applies to profitability. However, a correctly calculated contract, combined with efficient operation, results in positive profitability over the total term of the contract. Profitability increases over time, since costs at the start of a new contract frequently exceed revenue. The composition of the contract portfolio affects overall profitability for the individual year. The most profitable portfolio is made up of ongoing contracts without retroactive compensation. Winning tenders and increased revenue In the past year Concordia Bus took part in 29 procurements. As a result, the company won transport contracts for a total of 264 new buses and defended contracts for a total of 449 buses. Over the past five years, revenue has risen by an average of 6% annually and in 2008/09 amounted to SEK 6.1 billion, of which contractual bus transports accounted for SEK 5.7 billion. At the beginning of the new fiscal year, Concordia Bus had 159 transport contracts for operation of 2,998 buses. Aside from these, another 400 buses are used for the contractual transport services. If revenue continues to grow, for example by 2% annually, contractual bus transports will increase to SEK 6.5 billion over a period of eight years and the contracts would include more than 4,200 buses. Uneven profitability Concordia Bus has approximately 150 transport contracts of varying age and size. A typical Common values The team of specialists responsible for preparing tenders creates an accurate overall picture of the conditions year by year, in each individual case. And although the specified requirements can be far-reaching, many TENDER HISTORY REVENUE AND BUS CONTRACT DEVELOPMENT No. of buses SEK M 7,000 3,000 2,063 2,500 5,000 2,000 5,075 5,406 4,683 1,663 4,000 1,024 1,500 1,279 1,221 3,000 1,000 2,000 500 0 6,134 6,000 762 221 04/05 713 194 05/06 06/07 1,000 370 07/08 08/09 Tenders won by others Tenders won by Concordia Bus Over the past five-year period, transport contracts for a total of SEK 14 billion were put to tender, equal to an average annual tender volume of SEK 2.8 million. The contracts included a total of 8,794 buses and Concordia Bus defended or won new contracts for 2,260 of these, i.e. an average of 452 buses per year. 0 05/06 06/07 07/08 08/09 2017 Total revenue Contractual bus transports The contract portfolio extends at least 8 years into the future, or through the end of the 2016/2017 fiscal year. The current contracts obviously need to be replaced with new ones when they expire. The grey area shows that Concordia Bus needs to win contracts equal to an average of over 500 buses per year in order to achieve 2% annual revenue growth. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Concordia Bus Fleet 15 Enhanced competitiveness and reduced risk In the past year the fleet management company Concordia Bus Fleet lowered the average age in the vehicle fleet by one year and at the same time increased its profitability. In 2009 the company will purchase new buses for a total of SEK 1 billion. Concordia Bus Fleet is the only fleet management specialist in the Nordic bus transport market. The customers are the operating companies in the Group, but as an exception the buses are leased out externally during periods when they are not needed in normal transport operations. Continuous decrease in vehicle costs By optimizing the bus fleet, Concordia Bus Fleet improves the customers’ ability to win tenders and operate transports successfully. In many cases, the solution chosen by a customer includes a combination of newly purchased vehicles and buses previously used within Concordia Bus. This leads to optim ization of the bus fleet and reduces the customer’s total bus costs. The 3,505 vehicles have a replacement value in the range of SEK 8.5 billion. During the fiscal year, Concordia Bus Fleet was able to lower the average age in the bus fleet from 7.1 to 6.0 years and improve the company’s financial performance. Over 99% of the buses are on lease. The company was established in 2006 for the purpose of offering competitive fleet management services to the companies in the Concordia Bus Group. The goal is to continu ously minimize the customers’ vehicle costs, which normally make up around 40% of total costs for a bus transport operator. Record investment in buses The choice of new vehicles is of major importance for optimization of the fleet and enhancement of resource-efficiency. The more standardized the vehicles are, the wider their area of use in the Group. In the past year a total of 302 new buses (133) were purchased for a combined value of SEK 631 million (306). In 2009 Concordia Bus Fleet will invest SEK 1 billion in 387 new buses, the largest investment of all time in the Nordic bus transport market and a result of the Group’s success in Sweden, Norway and Finland. Since the start of the fleet management company, Concordia Bus accounts for around every fifth bus that is purchased in the company’s markets. Fifteen of the new buses will be used in long-distance transports and the remainder in contractual bus transports. As earlier, the buses will be financed through finance leases. Realistic environmental requirements The clients’ are placing rising demands on the buses in contractual bus transports, not least from an environmental standpoint. To a growing extent, Concordia Bus Fleet engages in dialogue about environmental aspects together with the operating companies’ clients. All parties gain from the assurance that both the established environmental targets and methods for attaining them are as resource-efficient as possible. All newly purchased buses have engines of one of the two highest environmental classes. In the existing fleet, stricter emissions requirements can be met by equipping the vehicles with exhaust retrofit equipment. One criteria set by many clients is that the buses run on renewable fuels, and this demand is being met through a transition from diesel to Rapeseed Methyl Ester (RME). Another alternative fuel is natural gas, for which there is an increased demand from the clients. The share of gas-powered buses in the Group’s fleet is rising slowing, while ethanol is rarely specified in new tenders. Buses with electric hybrid engines are still at the development stage and Concordia Bus is playing an active role in the field tests being carried out together with suppliers. Access to electric hybrid buses is very limited at present and mass production will not begin until 2010. So far, the prices are also prohibitive and the extent to which this will be compens ated by lower fuel consumption is one of the questions these tests are intended to answer. Lower level of risk The customers have the option of returning buses on commercial terms, which improves their flexibility. When a bus is no longer needed within the framework of a transport contract, it can be relocated, sold, leased externally or scrapped. Concordia Bus sold 262 buses during the 2008/09 fiscal year, which is a normal level for the company. External leasing is used only as an exception, and only until the buses can be relocated and used elsewhere. In the spring of 2008 Concordia Bus Fleet performed a detailed assessment of risks in the vehicle fleet over the coming three-year period. Because the risks are identified and managed, the outcome over the next few years will be more positive than indicated in the risk analysis. The company’s conclusion is that Concordia Bus is well positioned to meet the environmental requirements and targets of its customers, the industry, public authorities and society in general. BREAKDOWN OF BUSES BY TYPE OF FINANCING Number 4,000 3,500 3,000 2,260 1,502 1,831 1,223 1,065 2,500 2,000 377 532 834 1,500 1,000 500 0 New buses are financed mainly through finance leases. The share of owned buses is falling steadily. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 1,470 04/05 1,624 1,569 05/06 06/07 Owned buses Finance leases Operating leases 1,621 1,606 07/08 08/09 16 Swebus Increased customer benefit and efficiency President Jan Bosaeus Annual revenue SEK 4,396 million (3,990) Operating profit SEK 232 million (154) Market share 30% (30) Number of passangers 200 million (200) Number of employees 5,636 (5,514) Number of buses 2,530 (2,551) Number of km driven 188 million (185) Competitors Busslink, Veolia, Arriva, Orusttrafiken etc. Website www.swebus.se share of Concordia Bus’s revenueoperating profit 72% 81% Swebus doubled its operating profit through increased efficiency and won tenders by combining the greatest possible customer benefit with low costs. Swebus develops, sells and produces public transport services in more than 100 locations in Sweden. The company is responsible for every third bus trip in Sweden and has transport contracts with 20 of the country’s total of 22 public transport authorities. This size gives the company strength, but it is the ability to translate this strength into customer benefit and efficiency in the production of every individual bus trip that determines the company’s success over time, as clearly shown by the positive trend in the 2008/2009 fiscal year. Operating profit doubled Swebus’s vision is to be a world-class service company and its success over the past four years is bears witness to this ambition. Operating profit has improved continuously and amounted to SEK 232 million (154) at the end of the year. Revenue rose by 10% to SEK 4.4 billion. The company is driving a larger volume of traffic with fewer buses, and together with its clients has shown that public transport can reach new passengers and improve profitability in a way that is positive for both people and the environment. One of the key success factors for an operator is operating efficiency, i.e. a good ability to meet customer promises with limited use of resources. In the past fiscal year Swebus drove 3,000,000 km more than in the year before, and used fewer buses. Through increased planning efficiency, availability for the customers was improved. Close to one third of traffic production takes place in the Stockholm area, which corresponds to the region’s share of total Swedish contractual bus transports. Dalarna, Halland, Gävleborg, Skåne, Uppland, Värmland and Västra Götaland are a few of the other regions where Swebus has extensive operations. The company’s transport contracts cover services on 2,198 buses. Aside from these, another 332 vehicles are used for repair work, service and maintenance and in the event of special traffic needs. Tenders with the right conditions Swebus shares the principles that apply throughout the Concordia Bus Group. The company seeks to safeguard its ability to always offer secure and efficient bus transports with consideration and respect for the customer. In keeping with this, Swebus carefully examines the conditions in each procurement and to a growing extent chooses to submit tenders only in cases where the contracts allow transports with satisfactory quality and profitability and balanced financial risk. In the past fiscal year Swedish clients tendered transport contracts for around 2,780 buses under 48 different contracts. Swebus won a major procurement in Umeå and renewed its contracts with five additional clients. Together with losses in other procurements, this resulted in a net decrease of 43 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Swebus 17 buses. With the exception of the Umeå contract, the winning contracts will start in 2009 and will not affect the company’s revenue and costs until that time. Transport services in Umeå started in June 2008. In 2009 contracts will be tendered for around 1,000 buses, of which more than a third are driven by Swebus. Train passengers sometimes encounter buses from Swebus in so-called replacement traffic, for example during traffic disruptions due to track repairs or other obstacles. In 2008 the company collaborated with operators such as the train company Stockholmståg on the line between Stockholm and Nynäshamn during track repairs. Customer-oriented transport services The company supports the Swedish Bus and Coach Federation’s efforts to increase the share of contracts providing scope for customer-oriented transport services that are developed in close dialogue between the client and operator. In Karlstad, Swebus and the client Karlstadbuss have shown how effective a modern incentive contract can be. The Swedish Public Transport Association’s latest survey shows that Karlstad residents are highly satisfied with their public transport services. Furthermore, since 2005 when the partnership started, bus ridership has risen by 31% partly due to greater simplicity, better clarity and more frequent departures during peak demand periods. Karlstadbuss and Swebus both believe that the establishment of shared goals and a common agenda have been critical for this success. Environmental improvements Every day, Swebus’s buses drive a distance equal to 15 times the Earth’s circumference. Players in the industry are cooperating in an initiative to double the number of passengers by 2020 and the government public transport inquiry to be completed in 2009 may influence this trend. Due to the large traffic volume, every kilometer or minute that a bus drives without passengers has major consequences not only for the economy but also the environment. Optimal traffic planning is the most effective tool in reducing emissions; a kilometer that is not driven produces zero emissions. The company measures its environmental performance and has worked systematically for many years to minimize its environmental impact. Various clients are testing different methods to reduce the environmental footprint of public transports and Swebus is playing an active role in this effort. There is an increased use of renewable fuels, such as natural gas and biogas in Skåne, Rapeseed Methyl Ester (RME) in Uppland and ethanol in Dalarna. In the Stockholm area, the very first electric hybrid buses in the Swedish market Supplementary products Regional and local transports make up more than 95% of Swebus’s operations, which also include school bus and chartered transports. At the end of the fiscal year, transports to and from airports under the Flygturen brand were transferred to Swebus Express. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 being jointly evaluated by Swebus, a vehicle supplier and SL (Storstockholms Lokaltrafik). In March 2009 both the head office and the Kallhäll traffic area were certified according to the ISO 14001 environmental standard. Motivated employees Improvements in the company’s operations and profitability depend on motivated employees, people who strive to reach the established goals of their own free will. The employees have made invaluable contributions on every level in the past few years. Relations with the trade unions remain good and the hiring situation at the beginning of 2009 was better than at the same time last year. The company was affected by a bus driver walkout in Stockholm during 2008, when all traffic in Stockholm was subject to strike. The 14-day conflict between the Swedish Bus and Coach Employers’ Association and the Swedish Municipal Workers’ Union ended when the parties signed a new wage agreement for the period through May 2011. Concordia Bus’s advantages Swebus has advantages in belonging to the Concordia Bus Group, among other things through access to cost-effective IT systems of a high standard and the opportunities for optimization of the bus fleet through collaboration with Concordia Bus Fleet. The valuedriven renewal effort in the Group’s process teams includes participants from all parts of the Group, and Swebus is both contributing to and benefiting from this benchmarking. 18 concordia bus Finland Fourth successful year President Tom Ward Annual revenue EUR 73 million (55), equal to SEK 721 million (517) Operating profit EUR 2 million (1), equal to SEK 24 million (12) Market share 26% (25) Number of passengers 34 million (30) Number of employees 911 (716) Number of buses 423 (370) Number of km driven 30.6 million km (25,1) Competitors Helb, Veolia, Westendin Linjat, Pohjolan Liikenne Website www.concordiabus.fi share of concordia bus’s revenueoperating profit 12% 8% Concordia Bus Finland has continued its powerful growth in the Helsinki region, which accounts for more than half of all contractual bus services in Finland. In 2008 revenue grew by 39% to SEK 721 million and a law amendment in 2009 can open up new markets by forcing a transition to competitive tendering. Transport contracts for over 300 buses were tendered in the Helsinki region during 2008 and the two public transport authorities chose Concordia Bus Finland for one third of the traffic volume. The company won two tenders, of which one is a service line for smaller buses, which signifies a broadening of the service offering. Helsinki offers new opportunities All local bus transports in the greater Helsinki area are competitively tendered. Five different bus operators compete in a price scenario that under present conditions demands high efficiency in order to generate an operating profit. The public transport authorities in Helsinki will merge in 2010 and the trend indicates that the region is expanding in a way that would make it worthwhile for several peripheral municipalities to join the organization. As a result, all public transport services in these municipalities may be opened to competitive tenders, possibly already in 2012. Market share growing with rising confidence Concordia Bus Finland is expanding its volumes in the capital city region year by year. With a market share of 32% in Helsinki, an increase of nearly 2 percentage points, the company is currently number two after the municipal bus operator Helb. Including all competitively tendered contractual public bus transport services, the market share is 26%. The number of passengers in 2008 rose by 14% and satisfaction among those who use the company’s buses remains high. 2008/2009 was the fourth consecutive year in which the company was shown higher confidence from public transport authorities through an increase in winning tenders. Parts of the public transport services in Turku and Tampere have also been put to tender. However, Concordia Bus Finland has no organization or infrastructure in these cities and has so far only made a few selected bids when the public transport authorities have gradually deregulated public transport. EU directive to change playing rules In the rest of Finland, public transport is still completely protected from competition. This applies not least to long-distance transports, where a new entrant to the market is essentially forced to buy an established competitor in order to obtain the required traffic permit. When the new EU directive goes into effect in December 2009, the Finnish market will be opened to competition. The transitional provisions may delay the process and it is uncertain to what extent the new EU rules can accelerate deregulation already in 2010–2011. Industry problems in 2008 At the beginning of 2008 the industry had difficulty recruiting drivers, and this also affected Concordia Bus to a limited extent. The effects of high diesel prices in the first half of the year were tangible and the situation was also affected by certain technology and maintenance problems. 200 new buses The entire company is environmentally certified according to ISO 14001. Of the com pany’s 423 buses, 200 were purchased in the past three years and belong to one of the two highest environmental classes. Neither the company nor the bus suppliers were able to fend off the buses’ running-in problems, which lead to brief recurring interruptions in service. Prices may rise Prices in the Helsinki market appear to be rising as a result of reduced underpricing in submitted tenders. It is also easier to recruit drivers, and in combination with good HR management, this is creating favourable conditions for efficient traffic with motivated employees. There are still no incentive contracts, but it is the company’s hope that it will be possible to introduce contracts of this type. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 concordia bus Norway 19 Rapid development in growth market President Geir Ledsten Annual revenue NOK 449 million (392), equal to SEK 528 million (463) Operating profit NOK 7 million (24), equal to SEK 9 million (28) Market share 16% (17) Number of passengers 11.5 million (11.5) Number of employees 614 (506) Number of buses 384 (335) Number of km driven 18.2 million km (17.4) Competitors Veolia, Norgesbuss, Tide Website www.concordiabus.no share of Concordia Bus’s revenueoperating profit 9% 3% In 2008 new transport contracts for around 500 buses were competitively tendered in Norway, and in 2009 another approximately 700 buses will be put to tender. There is a growing confidence in Concordia Bus Norway among public transport authorities and the company expects to continue growing in pace with the market or faster. In the 2008/2009 fiscal year Concordia Bus Norway won two new transport contracts for a total of 105 buses. In addition, the com pany’s largest transport contract to date, for 98 buses in Hedmark, was extended until 2012. The market share fell from 17% to 16%, since the market grew faster than Concordia Bus Norway. Revenue was up by 14%, which is equal to SEK 65 million. New and extended contracts are expected to increase the company’s revenue by 20% in the 2009/2010 fiscal year. Double-digit market growth Deregulation of the Norwegian market is gaining momentum and will reach a new record level in 2009. As in 2008, transport C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 contracts for some 1,000 buses were put to tender, and of these around 70% were new and not previously exposed to competition. At the beginning of 2007 the entire deregul ated segment of the market amounted to around 2,400 buses and the volume increase for the current year will be close to 30%. Over the next three years the deregulated segment will grow by around 1,800 buses, or 75%. Hordaland a new market In 2007 the public transport authority in Hordaland County tendered transport contracts for a total of over 700 buses. Hordaland has the highest bus density in Norway and all major transport operators competed for the contract. For two of the five contracts tendered in 2008, the client chose Concordia Bus. The two contracts include operation of 120 buses. The winning bids are particularly satisfying for the company in that competition was intense and the client only evaluated the bids not only from a price standpoint but also took quality and environmental factors into account. Underfinancing of cost increases Concordia Bus Norway incurred sizeable cost increases in 2008 that were not matched by compensation adjustments. These resulted from a weakness in the Norwegian contract model for tendered transport services, where the index is adjusted retroactively and does not provide full compensation. When the company was forced to deal with both a 7.5% wage increase for the drivers and steeply rising diesel prices, the annual costs rose significantly. Furthermore, the decrease in costs for claims management and vehicle maintenance was smaller than anticipated. The combine effect on profit was negative. Threats and opportunities As in Concordia Bus’s other markets, the Norwegian clients’ tenders are mainly based on the number of kilometers driven. A few individual contracts contain incentives, which in the company’s opinion benefits everyone – the public transport authority, the operator and the passengers. Plans for rationalization of paratransit services are creating a new potential market for bus transports. In Norway the public transport authorities typically procure both school bus and scheduled bus services under a single contract and now the procurements are also including paratransit services. Concordia Bus sees rationalization of paratransit as a new business opportunity. The company’s focus in the years ahead will be on winning tenders at least in pace with market growth through continued high confidence among the public transport authorities, superior transport solutions and competitive prices. Better utilization of the Group’s operative IT-based support system, expansion of vehicle maintenance and a large-scale process to increase cost-awareness among all employees will contribute to more favourable cost development. 20 concordia bus denmark Successful launch on Zealand President Paul Lacoppidan Annual revenue DKK 40 million, equal to SEK 53 million Operating profit DKK –18 million, equal to SEK –24 million Market share 2% Number of passengers 9.1 million Number of employees 170 (2) Number of buses 59 Number of km driven 2.3 million km Competitors Arriva, Keolis, Bent Thykjaer, Deutsche Bahn Website www.concordiabus.dk share of Concordia Bus’s revenueoperating profit 1% 0% New organization and new buses Preparations for the start-up were meticulous. The company hired primarily experienced staff for both front line and administrative positions through a combination of active recruitment and assimilation of existing personnel in connection with contract takeovers. Dialogue with the trade unions has functioned superbly from the start and both the HR policy and management style have won respect and appreciation. The entire bus fleet is new, equipped engines of the EEV Euro 5 classes. Weak market growth in 2008 In the wake of a sweeping municipal reform, the clients have undergone a phase of extensive consolidation. Denmark is now divided into sex regions with responsibility for public transport services. Bus transport services are self- financed at a rate of between 55% and 63%. The remainder is financed by tax revenues. Public transport showed a falling trend during 2003-2007. This can be explained by price increases in 2004 and a 6% decrease in production of public transport services despite economic growth, which resulted in increased automobile traffic. Public transport once again rose somewhat in 2008. Sizeable investments The contracts won by Concordia Bus in 2008 represent revenue of DKK 115 million, equal to SEK 172 million, on a full-year basis. The start-up of bus transports in a new market demands sizeable investments and earnings for the five-month period were negative as anticipated, at SEK –24 million. Satisfied customers and rapid growth Concordia Bus Denmark will grow from today’s modest market share of 2%. The company has the same market goals as its sister companies in the other Nordic countries: More than 80% satisfied customers, among the top three, more than one third of all scheduled road transport services and the highest quality rating and credibility in the market. The company is off to an excellent start and expects to quickly advance its positions. The goal is to increase revenue by 200% over the next few years. Careful preparations led to a frictionfree contract start for Concordia Bus Denmark. Traffic production in the company’s first two contracts is proceeding according to plan and the conditions for rapid expansion are favourable. When Concordia Bus entered the Danish market in 2008, it was a natural step in the Nordic strategy. The Danish market is fully deregulated and functions similarly to the other Nordic markets. The contracts refer to 59 buses operating in northern and eastern Zealand. On 19 October the first of Concordia Bus Denmark’s buses rolled out from lease depots in Hillerød and Glostrup. Ten buses operate in purely local traffic in Hillerød just south of Helsingør, while the other 49 vehicles are used in intensive scheduled traffic with crossconnections that interlink the commuter train stations along a band some 30 km outside Copenhagen. Close to nine million passengers will ride on the company’s buses in the coming year. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Swebus Express 21 Industry’s highest growth in customer satisfaction President Joakim Palmkvist Annual revenue SEK 341 million (351) Operating profit SEK 23 million (19) Market share >50% of long-distance bus transports Number of passengers 2.0 million (2,2) Number of employees 175 (210) Number of buses 88 (99) Number of km driven 14.6 million km (16.9) Competitors SJ, Säfflebuss Website www.swebusexpress.se share of Concordia Bus’s revenueoperating profit 6% 8% Swebus Express is continuing to invest in its product, where low price is crucial in attracting passengers. In 2008 customer satisfaction ratings showed the highest increase in the entire public transport sector and the company’s bus services were approved as a Good Environmental Choice by the Swedish Environmental Protection Agency. Swebus Express is the market leader in scheduled express bus transports, and is well equipped for expansion. According to the Swedish Quality Index, customer satisfaction rose from 66% to 70% in the past year and the company is continuing to invest in its vehicle fleet and service offering. The fleet of 88 buses is by far the largest in the industry and is continuously renewed, which has contributed to giving Swebus Express the best statistics of all express bus operators from the Swedish Motor Vehicle Inspection Company. All buses have safety belts and around half are also equipped with alcho-locks. Environmental impact is decreasing and in 2008 the company was proud to be the first bus operator to qualify its express bus services for the Good Environmental Choice eco-label. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 The strongest brand The company’s customers are the passengers, and all revenue comes directly from them. Long-distance transports, which have given name to the business segment in Concordia Bus, are the Swebus Express’s largest product. The company defines long-distance transports as those that cover a distance of at least 100 km and cross a least one county line. Young people, students and seniors are the three largest customer groups, and their choices are determined by low price, availability, brand and travel time. Surveys show that the company has the strongest brand of all bus operators, but so far the train is the undisputed market leader among public transport alternatives for journeys of between 10o and 400 km. Increased deregulation of the railways in 2010 and a growing imbalance between rail capacity and demand may affect the situation. The greatest challenge for Swebus Express lies in getting more train passengers to see buses as an alternative, not least for shorter distances. Simplification and rationalization In 2008 Swebus Express simplified its booking system. The share of online sales increased and was around 60% at the end of the year. Punctuality remains very high and both efficiency and capacity utilization improved in the past fiscal year. In 2009 the company will make it easier for customers to buy tickets through other sales channels. Fifteen new buses of the highest environmental class have been introduced into service, which will also contribute to higher passenger comfort. Effective traffic control A few smaller and unprofitable lines were wound up and the number of departures could be adequately adapted to demand through use of the new in-house developed traffic control system. The system makes it possible to perform analyses that improve traffic planning and match supply to demand. During peak traffic periods, the company leases vehicles to supplement its own fleet. The company is alone in applying a dynamic pricing model that rests on an IT system where demand can be monitored by the minute. The number of passengers fell from 2.2 to 2.0 million due to traffic changes and an unsatisfactory summer season for all bus transports. Expansion for airport transfer At the start of the new 2009/2010 fiscal year, Swebus Express took over the successful airport transfer services previously operated by its sister company Swebus. These operations are best suited to Swebus Express, which caters exclusively and directly to individual travellers and can realize synergies through coordination of express transports. The major airports will show the strongest growth in travel volumes, according to the Swedish Civil Aviation Authority, which is currently reviewing its operations and has plans to shut down airports with unpromising future prospects. At present, commuter traffic is deemed to have limited potential for development since the bulk of traffic is publicly-financed and the current rules give public transport operators the right to object to new market entrants. The Swedish government’s public transport inquiry to be completed in December 2009 is expected to propose a change in these rules. Specialized transports to different events are a niche market that is starting to attract oper ators and passengers. Motivated employees Swebus Express has a strong belief in itself as a company, its products and its employees. The company has a low rate of employee turnover, low short-term sickness absence and highly motivated employees (EMI 81%). The rate of long-term health, i.e. employees without a single day of sickness absence in 12 months, is 53%. The completed investments, effective control system and motivated employees are three advantages that will provide the com pany’s management with a source of strength as it focuses on strengthening the company’s brand, attracting new passengers and, not least, improving operating profit. 22 sustainability Five environmental risks in focus In 2008 Concordia Bus identified all known environmental risks in its operations and, following a thorough risk assessment, its Executive Management chose to work with a focus on five areas that have the greatest impact on the environment and the Group’s operations. The ambitious sub-goals set by politicians and the industry for the period through 2020 will be met or exceeded. Concordia Bus’s long-term goal is to become climate-neutral. This is an ambition that goes far beyond the environmental targets for bus transports that the Swedish industry organization and politicians have agreed to aim for by 2012 and 2020. As one of Europe’s ten largest public bus transport operators, Concordia Bus is clearly part of the solution, not the problem. In the past fiscal year the company’s buses drove a total of 300 million km, which was 27 million km more than in the previous year and equal to roughly 7,500 times the circumference of the Earth. Even with only five passengers, and regardless of fuel type, buses lead to a reduced impact on the environment. The greatest envir onmental gains are achieved when passengers choose the bus instead of a car. With more passengers, each bus increases the relative environmental gains quickly and cost-effectively. Renewable fuels, particle filters, an ecofriendly driving style, etc., all make a positive contribution, but the most important factor the environment is the individual’s decision to leave his or her car at home and use public transport instead. For the benefit of society Concordia Bus conducts transport operations that create tangible benefits for the environment. In Norway and Finland Concordia Bus has been certified according to the ISO 14001 environmental standard for several years. In the Swedish market, efforts are underway to certify Swebus’s environmental management system according to the same standard, while Swebus Express with its focus on the consumer market has instead chosen to meet the criteria for the Swedish Environmental Protection Agency’s Good Environmental Choice eco-label. The group-wide environmental policy adopted in 2007 reflects a commitment to developing public transport’s benefits to society through continuous measures to promote sustainable development. Concordia Bus aims to be one of the most eco-adapted alternatives for public transport and long-distance bus travel. Overarching environmental objective The UN Framework Convention on Climate Change is aimed at stabilizing greenhouse gas concentrations in the atmosphere at a level that would prevent dangerous interference with the climate system. In Sweden there is a national environmental objective to reduce emissions during the period 2008-2012 by an average of 4% compared to the level in 1990. Similar targets have been set for factors such as particulates, which are produced by transports and are hazardous when inhaled. Collaboration for effective resource utilization Concordia Bus supports the efforts of politicians and society to find a solution to urgent environmental problems. For the company, transport services are the natural starting point. Transports that are optimized in response to passenger needs also result in better solutions from an environmental perspective. When the client and operator collaborate to improve utilization of already paid for resources, public transport can expand without major cost increases. If politicians take the initiative and create the right conditions in a coordinated manner, the transport operators can contribute to further improvements for the environment. Measures such as new fuels, new bus technology and fuel-efficient driving can contribute to increased sustainability, and transport efficiency also has a direct influence on envir onmental impact. Optimized timetables with a minimum of unproductive time help to reduce negative environmental effects, and pressure on the environment is further alleviated by maintaining the smallest possible distance between the bus storage yards and the first stop. The use of energy, water, cleaning agents and chemicals in connection with vehicle service also affects the environment. Responsible leadership Many people at Concordia Bus feel a sense of satisfaction with the contributions to a better environment that the company is already making through its leading position in the public transport sector. Responsible leadership is particularly important now, since the global trend for greenhouse gases and particulates is moving in the wrong direction and the turning point towards lower emissions has been delayed. The company strives for good resource conservation and has an ambition to conduct its own environmental projects that go beyond the level required by law and other regulations. Prioritized environmental areas In order for bus transports to become climate-neutral in the future, energy consumption must be reduced and emissions limited. The environmental policy emphasizes the long-term nature of environmental efforts. Environmental aspects must be coordinated and integrated with the development of processes, services, quality issues, etc., in order to create lasting value for all stakeholders. This commitment applies to all areas of activity, not only bus transports. In 2008 the environmental council, which was set up the same year, charted the environmental impact factors arising in the Group’s own operations through a wide-ranging study that included a series of inventories at the Group’s depots throughout the Nordic region. The Executive Management studied an overall list of 157 environmental aspects, translated these into environmental risks and decided to prioritize five of the most significant. Five focus areas In 2008 Concordia Bus continued its efforts to develop methods for measuring the Group’s combined environmental impact. Concordia Bus reviews its environmental targets at least once a year in connection with revision of the company’s business plans. Recurring audits are used to monitor envir onmental activities and their results. The Group’s environmental council, consisting of the environmental directors of each subsidiary, draws up joint guidelines for the Group’s environmental efforts and the affected employees attend an annual environmental course. The five environmental risk areas selected by the Executive Management for Concordia Bus to focus intensively on are: energy con- C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 sustainability 23 classes 4 and 5 or EEV. The average age in the vehicle fleet is declining and at the beginning of 2009 was around 6 years. The share of buses in Euro classes 2 and 3 fell during the past fiscal year and was 67% at the end of the year. On the same date, 21% belonged to one of the two highest Euro classes. sumption at the depots, environmental requirements in connection with purchasing, environmental expertise in operations, fuel consumption and particulate emissions. Unnecessary energy consumption at the depots is also a source of financial waste, and the results of a survey show significant potential for savings. The company in Finland has taken the most effective steps so far, and is followed by the Norwegian company. Eco-adapted purchasing is matter of key symbolic importance that is being given more attention, often in dialogue with public transport authorities and suppliers. A number of measures are being taken to raise the level of environmental expertise. These activities cover a wide spectrum, from training in eco-friendly driving throughout the Group to special courses for employees in traffic control. Environmental awareness should be in constant focus throughout an employee’s life cycle in the company, from recruitment and hiring to skills assessments and performance reviews. The results are evaluated through regular self-assessments and internal audits. Unnecessary fuel usage is a serious deviation from the environmental targets. There are both clearly defined operating goals and financial incentives to limit fuel consumption. Today there is technology available that makes it possible to monitor how well the individual drivers are succeeding in their efforts to drive fuel-efficiently and thereby help to reduce emissions of fossil carbon dioxide in particular. The newly established environmental council can contribute to formulation, communication and establishment of environmental targets in a manner that better reflects the environmental ambitions and leads to effective routines for activities throughout the Group. Particulate emissions are an area where vehicle manufacturers, transport operators and researchers all need to increase their knowledge. The findings and experiences are partly contradictory, and closer cooperation between the parties is needed to address this problem effectively. Empty driving and idling are two different things, but both can be dealt with more effectively than has been the case so far. Increased use of renewable fuels The bus transport industry organizations in Sweden, Norway, Denmark and Finland have all set goals for energy consumption that are in line with the political targets. In order to meet these targets, the transport operators must quickly increase the share of renewable fuels. By 2012, 40% of transports will be driven with vehicles using a renewable fuel and by 2020 this share will have increased to 90%. For all bus operators and public transport authorities, this will entail higher costs and major adjustments. The intention is to finance part of the cost increase through a projected increase in the number of passengers by 30% over the period until 2020. In the 2008/2009 fiscal year the Group reduced its emissions of fossil carbon dioxide per km by more than 2%. This was achieved mainly through increased use of ethanol and biogas as fuel, but also through upgrading to better engine classes and installation of filters in the buses. Alongside measures to reduce emissions, continuous efforts are being made to minimize fuel consumption. Driving style has proven to have the greatest influence, and the Group’s companies are therefore focusing on providing their drivers and supervisors with information about and training in eco-friendly driving. Fuel consumption is monitored continuously, all the way down to the driver level. Concordia Bus is intensifying its market monitoring and knowledge development in the area of future fuels. In various collaborative projects with vehicle manufacturers and public transport authorities, a number of different alternative fuels are being evaluated. Experience from numerous environmental projects indicates that the greatest success is achieved in projects where several companies or organizations are involved. For example, Concordia Bus will continue testing electric hybrid buses together with vehicle manufact urers and public transport authorities. Emissions, tonnes 2008/09 2007/08 BREAKDOWN OF BUS FLEET BY FUEL TYPE, % BREAKDOWN OF BUS FLEET BY ENGINE CLASS, % Carbon dioxides 268,306 211,712 Nitrogen oxides 1,702 3,054 CNG/Biogas 3.1% (1.4) Euro 5, 9% (3) Particulates 11 39 Hydrocarbons 18 40 New buses in better environmental classes Concordia Bus purchases – and sells – more buses than any other company in the Nordic region. In the past fiscal year the company expanded its fleet with more than 300 new buses, of which the majority belong to Euro Ethanol 4.8% (2.4) Diesel 92.1% (96.2) Safety comes first A high level of safety is vital in all of the company’s transports, and in all other operating activities. The safety policy expresses the company’s ambition to serve as a role model in traffic. Safety-related work is conducted systematically and as an integral part of other operations. In 2008 a group-wide safety council was established. Safety and security are the top priorities in day-to-day bus transports, and take precedence over comfort, convenience and punctuality. Concordia Bus has won an award in Sweden for its traffic safety efforts, including several thousand self-administered speed checks that resulted in lower driving speeds. The buses undergo tune-ups and service every 20,000 km and have earned the industry’s top scores in annual vehicle inspections for the past two years. In addition, each bus is subject to a daily 29-point safety check that is performed before entering service for the day. The company’s active approach to safety includes follow-up of threats and violence against customers or staff and risks related to traffic incidents. An in-house developed computer system handles data and contributes to a safe and secure environment where traffic flows smoothly without disruptions. THE GREEN JOURNEY Local practical training in e co-friendly driving • Maintain an adequate distance • Avoid unnecessary stops • Coast more • Brake less • Stay within speed limits • Drive more smoothly • Allow speed to decrease when driving uphill • Coast when driving downhill • Avoid idling Other*, 3% EEV, 4% (2) Euro 1, 6% (10) Euro 4, 12% (10) Euro 3, 30% (33) Euro 2, 36% (43) * Other = Euro O, Ethanol -98 and Etanol -97, for a value of 1% each. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 24 Management system and share data Process control for profitability and satisfied customers An integrated and process-oriented management system ensures the company’s ability to live up to the demands of customers and other stakeholders. The management system covers all parts of operations through flow-oriented descriptions of aspects such as management, product development, customer contacts, initiation and windup of transport contracts and internal support. Its purpose is to safeguard the company’s ability to live up to the demands of customers and other stakeholders. Development of group-wide working methods The most important processes and groupwide working methods are described in the main process chart. For each main process, there is a process owner and a process team with wide-ranging composite expertise from the Group’s companies. The process owner and the process team develop and propose improvements in the group-wide working methods found in the processes. They measure the process’s effect iveness and key performance indicators and identify best practices from among the various profit centers. The process teams also Process team Best Practice Continous improvement Group-wide policies and instructions Proposed improvements Companies Use group-wide policies and instructions to meet their goals Examine and correct Goal attained! deviations Continuous improvement define developmental goals for each process. The companies contribute resources and expertise to the process teams to the development process and in return are provided with uniform working methods to apply in their operations. Follow-up ensures success The group-wide working methods help the companies to achieve their goals in areas such as resource conservation, marketing and skill development, and in a longer perspective also meet their financial targets. Three follow-up forums ensure goal attainment: • Business plans • Financial targets • Process development The Executive Management and subsidiary managements monitor goal attainment for the business plan and the financial targets, while the outcome for process development is followed up in similar meetings between the Executive Management and process owners. The subsidiaries are responsible for establishing long- and short-term goals and action plans for their operations, while the process teams define the development objectives, enabling each company to monitor both operating and developmental activities. The management system leads to better financial results and more satisfied customers. Process control is also described on page 7 and in the corporate governance report on page 27. Share data Concordia Bus has 20,227,650 common shares and 5,000,000 preference shares, each with a quota value of SEK 1. The share capital thus amounts to SEK 25,227,650. In the past fiscal year the share capital increased by SEK 227,650 through shares subscribed for under the earlier option programs. Unlike the common shares, the preference shares grant the right to an annual dividend. The Board of Directors and senior executives hold stock options with a potential dilutive effect of 3.7% on the share capital. The share capital and options are described in Notes 7 and 21. Investment funds major shareholders In connection with the financial reconstruction in October 2005, the bond loan in Concordia Bus AB was converted into shares. As a result, the former creditors came to hold 97.5% of the shares in Concordia Bus AB and the largest shareholders today are international investment funds. The largest holders of common shares in Concordia Bus are Bluebay Asset Management, JP Morgan, Dresdener VPV, Fidelity Funds and Thames River Capital. The largest holders of preference shares are Bluebay Asset Management, Fidelity Funds and Thames River Capital. The Concordia Bus share is registered with Euroclear AB and most of the approximately 30 shareholders hold their shares through the safe custody departments of various banks. Share trading There is no organized trading of the com pany’s shares on any stock exchange or other public trading venue. However, there is some OTC trading of the shares in London, where a few stock brokers make trades on their own initiative. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Corporate governance report 25 Corporate governance report Concordia Bus AB (publ)) is a Swedish registered company domiciled in Stockholm. The Group consists of five subsidiaries that conduct bus operations, primarily related to public transport in the Nordic countries, and two administrative companies. This report pertains to the fiscal year 2008/2009 and provides an account of activities prior to the 2009 Annual General Meeting. The report has not been audited by the company’s independent auditors. The Board’s report on internal control forms a separate section of the corporate governance report. Corporate governance in Concordia Bus is regulated by Swedish law, primarily the Swedish Companies Act and loan agreements with bond holders. Concordia Bus has undertaken to fulfil the fundamental requirements for corporate governance. This report describes company’s corporate governance, management and administration, as well as the manner in which the Board ensures the quality of the financial statements and its cooperation with the company’s independent auditors. Corporate governance bodies A number of different bodies in the company are responsible for control and corporate governance. At the Annual General Meeting, the shareholders exercise their voting rights, for example in determining the composition of the Board and election of auditors. The Executive Management in consultation with the major shareholders recommends can didates for election of Board members, the Board Chairman and independent auditors. The Board is responsible for the com pany’s long-term development and strategy and for controlling and evaluating day-to-day operations. The Board appoints the President of Concordia Bus AB, who is also the CEO. The President is responsible for ensuring that day-to-day operations are conducted in accordance with the Board’s guidelines and instructions. The president of each subsidiary reports directly to the CEO and is responsible, in turn, for complying with the established instructions and guidelines. General meeting of shareholders In accordance with the Swedish Companies Act and Concordia Bus’s articles of association, the composition of the Board and other matters to be addressed by the Annual General Meeting are determined by voting. Supplementary voting rules are found in the shareholder agreements signed between certain shareholders. Resolutions by the Annual General Meeting are normally passed by a simple majority. In certain cases, however, the Swedish Com panies Act requires a specific level of attendance to form a quorum or a particular voting majority. At the Annual General Meeting, the shareholders have the opportunity to pose question about the company and its results for the past year. Representatives from the Board, Executive Management and auditors are normally present to answer these questions. Shareholders and other stakeholders can also write to the Board or Executive Management by email, via the website www.concordiabus.com or by letter to: Concordia Bus AB, Armégatan 38, SE-171 71 Solna, Sweden. 2008 Annual General Meeting At the Annual General Meeting on 28 May 2008, 48.79% of the shareholders and 42.18% of the voting rights were represented. The Board and management of Concordia Bus were present. The following resolutions were passed: • The incumbent Board was re-elected • The income statements and balance sheets of the Parent Company and Group were adopted • The members of the Board of Directors and the President were discharged from liability for the 2007/2008 fiscal year • The amount of Board fees was established • The principles for remuneration and other terms of employment for senior executives were approved SEK thousand Board of Directors The task of the Board of Directors is to promote healthy business development and adequate control of the company’s operations. The composition of Concordia Bus’s Board of Directors, and the fees and attendance of each member, are presented in the table below. Aside from the reported benefits and remuneration, the members of the Board are covered by a stock option program. The Board in full also serves at the company’s Audit Committee. The Board of Concordia Bus is responsible for the organization and administration of the company’s affairs. The Board shall consist of at least three and at most ten members. From among its members the Board has appointed a Chairman, who according to Swedish law may not simultaneously hold the position of President of the company. One of the Board’s most important tasks is to ensure good management, monitoring and control of the company’s operations in order to create value for the shareholders, customers, employees and other stakeholders. The Board’s rules of procedure and independence The Board has adopted rules of procedure for its activities that describe how duties are to be divided between the Board, its committees and the President. The Board evaluates the rules of procedure at least once yearly. The incumbent Board was elected by an Extraordinary General Meeting in 2005 as a result of changes in the Group’s ownership structure. All Board members but one are deemed independent in relation to the Regular fees Extra fees Meeting attendance Shareholdings Chairman Jan Sjökvist 650,000 100% 35,350 Jan Sundling 175,000 100% 5,900 Rolf Lydahl 175,000 100% 5,900 11% – 100% Members Gina Germano Deputy member Thomas Naess C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 2009 Annual General Meeting Concordia Bus has scheduled the Annual General Meeting for 4 June 2009. 26 Corporate governance report Shareholders ›› › ›› ›› › Auditors Annual General Meeting Nomination Committee BOARD OF DIRECTORS Remuneration Committee Audit Committee Executive Management Company managements c ompany, its management and major shareholders. Gina Germano is employed by Bluebay Asset Management, which is a shareholder in Concordia Bus AB. In the event of Gina Germano’s absence, she is represented by Thomas Naess. Board activities 2008/2009 Aside from the yearly recurring items of business, the Board handled matters related to refinancing and the option program in the past year. Board committees Nomination committee A Nomination Committee submits proposals to the Annual General Meeting regarding the Chairman of the Meeting, the number of Board members, fees to Board members, election of Board members, appointment of auditors and fees to auditors. Concordia Bus has no formal Nomination Committee, which is a deviation from the recommendations in the Swedish Code of Corporate Governance regarding the composition of the Nomination Committee. Proposals for Board members and auditors are prepared in consultation with the major shareholders. Remuneration Committee Concordia Bus has chosen not to appoint a Remuneration Committee since the Board in its entirety addresses matters relating to remuneration in its annual evaluation of Board performance. Audit Committee The Board has chosen not to appoint any separate Audit Committee, and the Board in its entirely instead comprises the company’s Audit Committee. The task of the Board, in cooperation with the management and auditors, is to ensure that the Group’s financial reporting is correct, fair, relevant, transparent, consistent and in compliance with the applicable rules and recommendations. The Board ensures that the management identifies the risks associated with the com pany’s operations. Furthermore, the Board stays informed about and provides views on the organization and prioritization of external and internal audit activities in the Group in order to ensure that these maintain a high professional standard are characterized by impartiality and integrity. The Board follows up matters arising from audit work, including individual matters for which auditing activities are deemed to be justified. The Board meets with the independent auditors at least once a year. Auditors The independent auditors are elected by the shareholders at the Annual General Meeting to serve for a period of four years. The auditors report to the shareholders at the com pany’s Annual General Meeting, and: • keep the Board informed about the planning, scope and content of the annual audit, • examine the annual accounts to assess their accuracy, completeness and conformity with generally accepted accounting practices and relevant accounting prin ciples, and report their conclusions, • inform the Board of work that has been performed in addition to auditing services, remuneration for such services and other circumstances of significance in assessing the independent status of the auditors. Independent auditor The company’s independent auditor is Ernst & Young AB, which was elected in 2005. The Auditor-in-Chief is Erik Åström, Authorized Public Accountant. The task of the independent auditor is to examine the administration of the Board and the President and the company’s annual report and accounting records. Ernst & Young reports continuously to the Board and Executive Management and to the local company managements. Ernst & Young is engaged only for consulting services decided and approved in advance by the Board. In 2008 Concordia Bus carried out two group-wide internal audits and some 20 company-specific internal audits using employees specially trained for this task. The purpose of these internal audits is to establish a stable control environment in the company and to ensure that application and monitoring are carried out in key areas of operations. The company’s principle is that every process should have control functions that support follow-up activities. In this respect, the internal audit serves as a complementary instrument for ensuring that operations are conducted in accordance with formal decisions. The results of the internal audits are reported to both the Board and the Executive Management. Corporate governance objectives Concordia Bus closely monitors international developments in the corporate governance area. The company strives to continuously adapt its corporate governance guidelines and instructions in accordance with leading international standards and practices and the Swedish Code of Corporate Governance. Values in the company The five fundamental values adopted by Concordia Bus in 2005 express the ethics applied in all parts of the Group’s operations, from internal activities to relations with external parties. These also describe how operations are to be conducted in an efficient manner. The values are reviewed annually through an employee survey, internal evaluations of operations and the planned employee performance review. In this manner, the Executive Management can gain an idea of how firmly established the values are among the employees. Deviations from violations of these values are reported to the immediate superior. For more information about the values, visit www.concordiabus.com. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Corporate governance report 27 Internal control over financial reporting in 2008/2009 This report has been prepared in accordance with Section 3.7.2 of the Swedish Code of Corporate Governance, which means that the report covers only internal control over financial reporting. The Board is not required to submit an opinion on the effectiveness of internal control and the report is not required to be examined the company’s independent auditor. Application Concordia Bus shall steer its efforts, in an efficient manner, to produce reliable and accurate financial statements for external publication. For Concordia Bus, reliable and accurate financial reporting means that: • the accounting policies are appropriate and conform to International Financial Reporting Standards (IFRS) • reporting on the results of operations is informative and provides an appropriate level of detail • the reporting correctly shows the underlying transactions and events, and with a reasonable degree of certainty reflects the company’s actual results, financial position and cash flow. Risk assessment The primary risks arising in connection with financial reporting include fraud, loss or embezzlement of assets, improper favouring of a third party at the expense of the company and other risks related to material misstatements in the valuation of assets, liabilities, revenue and expenses or deviations from the disclosure requirements. The Group uses the same type of risk assessment for all processes. This takes place in three stages and is initiated by a management review. The basis for assessment is a present situation analysis of the Group and the management’s previous experience. The risks that are deemed to have a material effect on financial reporting are classified as high risks, and those that are deemed to have an immaterial effect are classified as low risks. At the second stage, the high risks in operations are assessed in connection with a mapping of sub-processes. Experts from the processes perform a detailed valuation of all risks in each process. The working process is as follows: C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 1.Identify risks and assign them to the relevant process stage: •Describe the current preventive measures •Evaluate their probability/impact/prob ability of detection •Calculate risk values 2.For high risk values, propose improvement measures This means that the management’s assessment of a risk may be given a lower value by the operation in question, just as a risk that is not assessed by the management may be given a high value by the operation. The final stage of the process is to compile all identified risk values and present them at a meeting of the Executive Management. The management then decides on a prioritization of highly valued risks and allocates resources to manage these. Risks with low values are archived on a risk list for reassessment at the latest in connection with the following year’s risk assessment. Risk assessment according to this method was started in 2005 and supplemented in 2006. In the 2008 review, it was assessed whether earlier years’ risks still apply in the same order of priority. Internal control The risk assessment provides the opportunity to take preventive action. High risks are prioritized and result in measures to reduce or eliminate them. The use of controls and control points ensures that preventive meas ures are taken in all Group companies. The company has a number of controls for approval and authorization of business transactions. In operating activities these controls are applied on a daily basis, and significant accounting policies are applied by all Group companies in the preparation of financial accounts and reports. Established routines steer review and analysis of financial reporting at all levels in the Group, which is important in ensuring the accuracy of the reports. Control is exercised through established policies and instructions that are formulated in group-wide process teams. These teams also decide on important control points for ensuring the quality of financial reporting. Control environment The company’s control is based on a group-wide and process-oriented management system. The purpose is to ensure a corporate culture charac- terized by integrity and that the company does not compromise on its ethical values. The management system includes the employees’ experience, skills, attitudes, ethical values and perceptions about the division of powers and responsibilities in the organization. The management system illustrates how the Group works in key areas. The control environment is made up of each operation’s main processes and related policies and instructions at both the Group and local level. The process owners propose preventive action, development measures and improvements in the process. The managements of the various operations are responsible for implementing and following up this work and addressing any shortcomings. Communication and information The communication plan ensures that the control points are communicated to the intended target groups. The information in each control point describes the company’s actions in the control and how deviations are reported and followed up. The process owner is responsible for ensuring that information about group-wide methods is provided to the entire organization. The line organization holds regular meetings at the function or area level. New policies and instructions are always presented at these meetings as part of their implementation. Written communication is distributed primarily via the intranet, where information is updated immediately and the management system and group-wide policies and instructions are presented. Monitoring The financial risks that are deemed to be high are monitored mainly within the respective process. A control function is built into the risk’s control point, allowing the operation itself to ensure that the risk is being managed as planned. In addition, the company performs regular internal audits to ensure that the control points are working effectively. In 2008 Concordia Bus carried out two group-wide internal audits and some 20 company-specific internal audits using employees specially trained for this task. Changes in operations that may influence internal control are assessed annually and reported to the Board. 28 Board of Directors The Board of Concordia Bus consists of four members, of whom the Chairman and two other members have an independent status in relation to the shareholders. One member represents the largest shareholder, Bluebay Asset Management. Jan Sjöqvist Rolf Lyhdal Jan Sundling Gina Germano Jan Sjöqvist Born in 1948 Board Chairman. Chairman of ODEN Anläggningsentreprenad. Board member of Green Cargo and Aspen. Former President and CEO of NCC. M.B.A. Jan Sundling Born in 1947 President of Green Cargo 2001-07. Currently active as Chairman of the Association of Swedish Train Operators, the Swedish Maritime Administration, DB Schenker Rail Scandinavian A/S and TAF/TSI Deployment Board. Board member of Amapola Flyg, Salenia Air Cargo, COOP Sverige and Corem Property Group. Rolf Lydahl Born in 1945 Chairman of Jernhusen, IndeCap, SwedCarrier, AP fastigheter, TradeDoubler and Steneken. Former President of Probo, Executive Vice President of Nordstiernan and responsible for Credit Suisses’s representation office in Stockholm. M.B.A. (Stockholm School of Economics) Advisor the Board of Directors Jörgen Andersson Born in 1946 Former cabinet member. Chairman of Nordisk Etanolproduktion AB and ECO-Energy, Board member of Eco-Pellets, Biogasprom and Värmeteknik AB. Gina Germano Born in 1966 American citizen. Senior portfolio manager at Bluebay Asset Management since 2002. Former portfolio manager at Lazard Asset Management and a nalyst at Morgan Stanley. Master’s degree from Lund University, degrees from Boston University and Northwestern University. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Executive Management 29 The Executive Management of Concordia Bus consists of the CEO, CFO, the Presidents of each subsidiary and the President of Concordia Bus Fleet. Ragnar Norbäck Per Skärgård Jan Bosaeus Joakim Palmkvist Tom Ward Geir Ledsten Michael Karlsson Sjur Brenden Ragnar Norbäck 1) Born in 1955 CEO of Concordia Bus AB Employed since 2004 Previously employed by Sandvik, Adidas, TNT, Linjebuss, Volvo and American Express. M.Sc.Eng. Joakim Palmkvist Born in 1964 President of Swebus Express AB Employed since 2006 Previously employed by OnOff, ElGiganten, Ticket resebyrå and Synoptik. Marketing economist Per Skärgård Born in 1957 CFO of Concordia Bus AB Employed since 2004 Previously employed by Warner Lambert, Netnet, Danzas-ASG and DHL. B.Sc.Econ. Tom Ward Born in 1956 President of Concordia Bus Finland Oy Employed since 2004 Previously employed by Huolintakeskus Oy, Scansped Oy, MPS Management Consulting and Oy Scan-Auto. Business economist Jan Bosaeus Born in 1960 President of Swebus AB Employed since 2002 Previously employed by SMA Maskin AB, Engson Maskin AB and Kalmar LMV Sverige AB. Marketing economist 1) Ragnar Geir Ledsten Born in 1962 President of Concordia Bus Norge AS Employed since 2007 Previously employed by C.Tybring-Gjedde AS, Narvesen AS, Coop Norge AS, AS Kellox/Loxkel AS and Oslo Taxi BA, among others. Economist Norbäck has announced his intention to leave his assignment as President and CEO at year end 2009. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Michael Karlsson Born in 1956 President of Concordia Bus Fleet AB Employed since 2006 Previously employed by SEB Finans, NCM K reditförsäkring, GE Capital Equipment Finance and Key Equipment Finance. M.B.A. Sjur Brenden Born in 1961 Marketing and Purchasing Director, Concordia Bus AB Chairman of Concordia Bus Danmark A/S Employed since 2001 Previously employed by Linjebuss Sverige AB, AS Sporveisbussene and Concordia Bus Norge AS. M.B.A. 30 Annual report and consolidated financial statements Administration report The Board of Directors and the President of Concordia Bus AB (publ) hereby present the annual report and consolidated financial statements for operations during the fiscal year from 1 March 2008 to 28 February 2009. The results of the year’s operations in the Group and the Parent Company are presented in the following income statements, balance sheets, cash flow statements, statements of changes in equity and notes. All items are expressed in millions of kronor (SEK M) unless otherwise stated. The fiscal year covered by this annual report ended on 28 February 2009 and is referred to as 2008/2009. Ownership structure Concordia Bus AB is a public limited company (corporate identification number 5565764569 domiciled in Stockholm) that is owned by some 30 shareholders and is the overall Parent Company of the Concordia Bus Group. Nature and focus of operations Concordia Bus AB’s operations, which are conducted through subsidiaries, consist of the provision of contractual bus transport services to public transport authorities in Sweden, Norway, Denmark and Finland. In addition to contractual bus transports, Concordia Bus operates a network of express bus services to consumers in Sweden. Operations in Sweden are conducted through the wholly owned subsidiaries Swebus AB and Swebus Express AB. In Finland, operations are conducted through Concordia Bus Finland Oy Ab, in Norway through Concordia Bus Norway AS and in Denmark through Concordia Bus Danmark A/S. The wholly owned operating subsidiaries are owned via a subordinate holding company, Concordia Bus Nordic Holding AB, which in turn owns the subsidiaries’ operating parent company, Concordia Bus Nordic AB (publ). Concordia Bus AB also has a wholly owned subsidiary for management of the bus fleet, Concordia Bus Fleet AB, which leases buses to the operating companies. Significant events during the year The year’s operating profit for the Concordia Bus Group is reported at SEK 206 million, compared to SEK 161 million the year before. The improvement is attributable to increased revenue, better indexation, reduced capital costs for vehicles and more efficient vehicle utilization. An Extraordinary General Meeting of Concordia Bus AB resolved to approve the buyback of part of the options issued by the company. Compensation for the redemption of issued share options will be paid in cash according to independent valuations of the company’s common shares. A new share option program for the Board of Directors and senior officers in the company was established by decision of the Extraordinary General Meeting on 3 November 2008. In connection with the Extraordinary General Meeting on 3 November 2008, a decision was also made to reduce the com pany’s statutory reserve by an amount of SEK 350 million that will be transferred to non-restricted reserves that can be utilized by future general shareholder meetings. Contractual transports in Sweden Total revenue during the fiscal year amounted to SEK 4,396 million (3,990). Operating profit was SEK 232 million (154). The improvement in earnings is due to increased revenue, enhanced operating efficiency, a stronger contract portfolio and reduced vehicle costs. Contractual transports in Norway Revenue reached SEK 528 million (463) and operating profit was SEK 9 million (28). Operating profit was negatively affected by higher costs arising from an overheated labour market, which resulted in a shortage of employees during the year. Contractual transports in Finland Revenue totalled SEK 721 million (517). Operating profit was SEK 24 million (12). The positive earnings trend is due to the signing of new contracts, the wind-up of old and unprofitable contracts and higher efficiency in transport operations. Contractual transports in Denmark Operations in Denmark are represented by Concordia Bus Danmark A/S, which started its contractual transport services in the autumn of 2008. Revenue amounted to SEK 53 million (–) and operating profit was SEK –24 million (–). The company has been burdened with costs fot the start-up of transports in a new national market. Express, long distance transports Revenue is reported at SEK 341 million (351) and operating profit at SEK 23 million (19). Swebus Express once again successfully defended its market share. Changes in operations through more efficient traffic management led to an improvement in earnings compared to the previous year. TWO-YEAR KEY FIGURES FOR OPERATIONS: Revenue, SEK M Operating profit/loss, SEK M 1 March 2008– 28 Feb 2009, in accordance with IFRS 1 March 2007– 29 Feb 2008, in accordance with IFRS 6,134 5,406 206 161 Profit/loss for the year, SEK M –239 –15 Number of employees 7,606 7,021 Number of buses 3,505 3,376 Investments excl. finance leases, SEK M 89 33 Cash flow from operating activities, SEK M 322 251 –2.7% 5.8% Equity/assets ratio C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Administration report 31 Fleet Management and central functions The Group’s bus fleet is controlled and managed by the two companies Concordia Bus Fleet AB and Swebus Busco AB, which provide buses to the Group’s operating bus companies through lease contracts. Concordia Bus Fleet is responsible for procurement and financing of the Group’s buses. In the past year a total of 302 buses (133) were acquired and financed for a total of SEK 631 million (306) through finance leases. Aside from management functions, the head office contains service functions such as IT, financial administration, legal affairs and purchasing, which are debited to the various Group companies based on market prices. The cost of non-debited management functions and other items amounted to SEK 58 million (52). Market The Concordia Bus Group is active in public bus transports, most of which consists of publicly tendered transport services that are operated by subsidiaries in the different countries. In addition, a separate subsidiary operates express bus transports in open competition mainly within Sweden. Concordia Bus is the largest bus transport operator in the Nordic region and one of the ten largest public transport companies in Europe. In the fiscal year 2008/2009 the company increased its share of the Nordic market from 15% to 16% with prices that are expected to improve the underlying profitability. After the past year’s successful tenders, in 2009 the company plans to invest the equivalent of SEK 1 billion in new buses. All operations require permits for operation of passenger transports. All subsidiaries hold the necessary permits. Financing, liquidity and cash flow The Group’s financial expenses increased by SEK 262 million (24) during the year. The Group recorded foreign exchange losses of SEK 230 million (8), of which SEK 270 million (15) consists of an unrealized foreign exchange loss on Concordia Bus Nordic AB’s bond loan amounting to EUR 130 million. Concordia Bus AB’s sole assets are the shares in Concordia Bus Nordic Holding AB and Concordia Bus Fleet AB. Concordia Bus Nordic Holding AB in turn owns Concordia Bus Nordic AB, which is the parent company for all of the Group’s operating companies. Concordia Bus Nordic AB has interest-bearing liabilities of SEK 1,489 million, exclud- C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 ing obligations under operating leases. The opportunities for Concordia Bus Nordic AB’s to pay interest on and amortize outstanding bond loans and other obligations depend on the ability of the underlying subsidiaries to generate sufficient distributable profits and cash surpluses to create scope for payment of interest and amortization. The Concordia Bus Group has historic ally accumulated significant loss carryforwards. Due to this and the unrealized foreign exchange loss that arose during the fiscal year on Concordia Bus Nordic AB’s bond loan, equity in the consolidated balance sheet is negative. Concordia Bus Nordic AB’s bond loan matures for payment on 1 August 2009 and the company must succeed in obtaining a new financing arrangement in order to repay the full amount. Concordia Bus AB intends to refinance the current preference shares with common shares, in an amount equal to SEK 639 million, according to the decision of an Extra ordinary Annual General Meeting on 7 May 2009. Furthermore, shares for a total value of up to SEK 261 million may be issued in order to raise additional liquidity. At the same time, Concordia Bus Nordic AB intends to issue a new bond loan for EUR 130 million to replace the bond loan for EUR 130 million that will mature for payment on 1 August 2009. Shareholders represented by three fund managers, Bluebay Asset Management plc, Fidelity Investment Ltd and Thames River Capital LLP, have guaranteed subscription for new common shares in an amount of SEK 614 million and new bond capital equal to EUR 92.4 million on the condition that additional bond capital equal to at least EUR 21.35 million is provided by other investors. The opportunities to obtain new financing are deemed favourable against the background of internal and external valuations and in view of the fact that the current bond loan is held primarily by the shareholders. Investments and depreciation The Group’s investments during the year consisted primarily of bus acquisitions, which were financed through leases. Cash-financed investments amounted to SEK 89 million (33). Via its subsidiary Concordia Bus Fleet AB, the Group has entered into finance lease contracts with a historical cost of SEK 631 million (306) and these have been classified as non-current assets in the balance sheet. The lease commitment has been reported as a liability in the balance sheet. Depreciation and interest expenses are recognized in the income statement. During the year, the Group sold 262 buses (260) for a value equal to SEK 73 million (58). The sale resulted in a capital gain of SEK 4 million (0). Employees The average number of employees in the Group during the period was 7,606 (7,021). In all countries where Concordia Bus AB has operations, collective agreements are applied in accordance with the trade union that represents employees in the industry where each company is active. Between the employee representatives and the company, there are well established practices and traditions for the way in which working hours, compensatory terms, information and cooperation are negotiated and applied. The Concordia Bus Group uses programs focusing on values and employee relations in order to boost the employees’ motivation at work and thereby improve the quality of services to the customers. Suppliers The Concordia Bus Group’s subsidiaries are dependent on certain suppliers, primarily in the vehicle and energy sectors, to conduct their operations. Purchasing agreements are signed mainly at the Group level, and the individual subsidiaries enter into agreements with specific manufacturers only for the supply of diesel. These agreements exist because no functioning retail trade for fuels exist and the subsidiaries are extremely dependent on regular fuel deliveries in order to conduct transports in a reliable manner. Environmental impact of operations New buses are equipped with engines of the latest engine class that produce lower emissions during combustion. These are equipped with filters for exhaust emission control and are therefore compliant with future emissions standards well before these go into effect. In its permanent facilities, the Group invests in environmental ienhancements such as new and improved cleaning facilities in the bus washes. Total emissions are minimized through upgrading of engine classes and control of tyre pressure and wheel alignment. The Group is working to reduce fuel consumption and continuously evaluates new and improved fuel products. The Group conducts operations subject to reporting requirements under the Swedish 32 Administration report Environmental Code (SFS 1998:808) for the depots that operate bus washes and workshops under their own management. The environmental impact of these operations consists mainly of water emissions from the bus washes. In connection with the takeover and transfer of operations, the facilities in question undergo environmental inspection to determine the company’s environmental liability and impact. These operating companies carry out minor decontamination measures as needed. So far, no significant decontamination liability has been found with respect to the Group’s own operations. Disputes The Concordia Bus Group has not been involved in any significant disputes during the fiscal year. After the end of the fiscal year, the Concordia Bus Group has appealed a procurement carried out by Skånetrafiken. Trading of the company’s shares The share is not listed on any exchange or other public trading venue. Risk management The Group is primarily exposed to interest rate risk as a consequence of the company’s finance and operating leases and the company’s loans. Among other things, the lease charges and loans are based on variable market interest rates. Interest rate risk is hedged from time to time through the use of interest derivatives. The Concordia Bus Group is exposed to exchange rate fluctuations in its bond loan, which is denominated in EUR. As a result of the steep drop in the SEK rate that began in the autumn of 2008, the Group’s profit has been charged with unrealized foreign exchange losses of SEK 270 million. The bond loan for EUR 130 million matures for payment on 1 August 2009, which means that the Group must be able to raise new share or credit capital in order to replace the bond loan. The Group is also exposed to exchange rate fluctuations through its purchasing of diesel, which is traded on the international commodities market in US dollars. Through revenue indexation clauses in its contracts with public transport authorities, the Group receives partial compensation for changes in the diesel price. According to internal calcu- lations, this index compensation reduces exposure to diesel price movements by around 80%. Concordia Bus has used diesel derivatives during the fiscal year to cover diesel price risk in excess of indexation in the transport contracts. Based on the budgeted diesel consumption and estimated index compensation, an increase in the diesel price by USD 10 per tonne would raise the net diesel cost by SEK 1.2 million for the following fiscal year. For other financial and operating risks, see Note 29. Significant events after the end of the fiscal year The Extraordinary General Meeting of Concordia Bus AB on 7 May 2009 resolved to carry out a new share issue for between SEK 600 million and SEK 900 million.The proceeds will be used to redeem preference shares amounting to SEK 510 million that were issued in January 2007 and to provide additional liquidity for reduction of net debt in the company. Parallel to the new share issue, Concordia Bus Nordic AB will present an offer to subscribe for a new bond loan to replace the existing bond loan for EUR 130 million that matures for payment on 1 August 2009. The maximum amount of the new bond loan may not exceed the amount of the earlier bond loan. IFRS and the company’s accounting policies The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) issued by the International Accounting Stand ards Board (IASB). The Parent Company applies the same accounting standards as the Group, except for in those cases described under the heading “Accounting policies of the Parent Company”. Any deviations that that exist are a result of the Swedish Annual Accounts Act’s limitations on the scope for IFRS conformity in the Parent Company and in certain cases also tax considerations. The company’s accounting policies are presented in Note 1. The Board’s statement regarding the proposed dividend The proposed dividend on the company’s preference share amounts to SEK 94.5 million, see Note 21. Consolidated equity attributable to equity holders of the Parent Company at 28 February 2009 amounted to SEK –117 million, and non-restricted equity in the Parent Company totalled SEK 663 million. The proposed dividend is conditional on not implementing the Board’s decision to redeem all outstanding preference shares as announced in a press release dated 8 April 2009, and that the Board finds the dividend to be justifiable at the time of payment with consideration to the cautionary princple. In view of the above and other information that has come to the knowledge of the Board of Directors, it is the Board’s assessment that the proposed dividend is warranted with respect to the amount of shareholders’ equity required by the nature, scope and risks associated with the Company’s business, as well as its consolidation requirements, liquidity and overall financial position. Allocation of profits (SEK) Funds available for allocation by the Annual General Meeting: Share premium reserve 507,222,662 Retained profit 131,324,953 Profit for the year Total 24,593,852 663,141,467 The Board of Directors proposes that the company’s profits be allocated as follows: To be paid to the shareholders1) 94,500,000 To be carried forward to new account 568,641,467 Total 663,141,467 1) Conditional on not implementing the Board’s decision to redeem all outstanding preference shares as announced in a press release dated 8 April 2009, and that the Board finds the dividend to be justifiable at the time of payment with consideration to the cautionary princple. For more information about the results and financial position of the Group and the Parent Company, see the following income statements, balance sheets and notes. Parent Company The Parent Company reported a pretax profit of SEK 12 million (14). The Parent company had 8 (9) employees during the year. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 33 Consolidated income statement 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 6,039 5,320 SEK M Note Revenue 1, 2, 3 Other operating income 95 86 TOTAL REVENUE 6,134 5,406 Operating expenses Fuel, tires and other consumables 4 –1,423 Other external expenses 4, 5, 6 –1,164 –1,118 Personnel costs 4, 7 –3,042 –2,701 –1,162 Capital gains/losses on the sale of non-current assets 4 – Depreciation/amortization and impairment of tangible assets 8 –303 –264 OPERATING PROFIT 1, 2 206 161 Investment gains/losses Interest income and similar profit/loss items 9 18 15 Interest expense and similar profit/loss items 10 –457 –192 PROFIT/LOSS AFTER FINANCIAL INVESTMENTS –233 –16 Income tax expense 11 –6 1 PROFIT/LOSS FOR THE YEAR –239 –15 Of which, attributable to equity holders of the Parent Company –239 –15 Basic earnings per share (SEK) 22 –17 –5 Diluted earnings per share (SEK) 22 –17 –5 Average number of common shares before dilution 22 20,019 20,000 Average number of common shares after dilution 22 20,019 20,000 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 34 Consolidated balance sheet SEK M Note 28 Feb 2009 29 Feb 2008 ASSETS Non-current assets Goodwill 12 704 683 Other intangible assets 12 4 – Costs for improvements on third-party properties 13 8 4 Equipment, tools, fixtures and fittings 13 39 30 Vehicles 13 2,092 1,647 Deferred tax assets 11 8 – Non-current receivables 16 32 1 2,887 2,365 Total non-current assets Current assets Inventories 17 41 36 Trade receivables 18 612 539 Other current receivables Deferred expenses and accrued income 19 76 48 174 103 Blocked bank accounts 20 141 74 Cash and cash equivalents 20 417 455 Total current assets 1,461 1,255 TOTAL ASSETS 1, 2 4,348 3,620 21 –117 210 EQUITY AND LIABILITIES Equity attributable to equity holders of the Parent Company Non-current liabilities Bond loan 25 – 1,206 Other liabilities 25 1,501 1,008 Provisions for pensions and similar commitments 23 71 43 Other provisions 24 66 45 1,638 2,302 Total non-current liabilities Current liabilities Bond loan 25 1,485 – Liabilities to credit institutions 25 167 107 Trade payables 264 199 Other current liabilities 26 154 134 Accrued expenses and prepaid income 27 757 668 2,827 1,108 Total current liabilities Total liabilities 4,465 3,410 TOTAL EQUITY AND LIABILITIES 1, 2 4,348 3,620 PLEDGED ASSETS AND CONTINGENT LIABILITIES 28 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 35 Consolidated statement of changes in equity Share capital Other contributed capital 25 2,164 24 – – 11 Net income recognized directly in equity 25 2,164 Retained profit/accumulated deficit SEK M Equity according to the adopted balance sheet at 30 May 2007 Translation difference Retained profit Translation incl. profit/loss difference for the year Profit/loss for the year Total equity –1,741 –245 227 – – 11 35 –1,741 –245 238 – – – –245 245 – Profit/loss for the year – – – – –15 –15 Total recognized income and expense for the period – – – –245 230 –15 Distribution of preference shares – – – –13 – –13 Total transactions with owners – – 2,164 – 35 –13 – –13 –1,999 –15 210 Equity at 29 February 2008 Translation difference 25 – – 38 – – 38 Net income recognized directly in equity 25 2,164 73 –1,999 –15 248 Retained profit/accumulated deficit – – – –15 15 – Profit/loss for the year – – – – –239 –239 Total recognized income and expense for the period – – – –15 –224 –239 Exercise of previously issued share options – – – –52 – –52 Proceeds from issue of share options – 9 – – – 9 Proceeds from issue of shares – 6 – – – 6 Distribution of preference shares – – – –89 – –89 Total transactions with owners Equity at 28 February 2009 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 – 15 – –141 – –126 25 2,179 73 –2,155 –239 –117 36 Consolidated cash flow statement SEK M Note 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 –233 –16 Cash flow from operating activities Profit/loss after financial items Adjustments for non-cash items – Depreciation/amortization and impairment losses 8 303 264 10 – Allocation of capitalized borrowing costs 10 – Capital gains/losses –4 – – Unrealized foreign exchange gains/losses 244 15 –15 – Other items 49 Income taxes paid 11 –1 1 368 259 Cash flow from operating activities before changes in working capital Cash flow from changes in working capital Change in inventories 17 –2 –8 Change in operating receivables –216 –1 Change in operating liabilities 172 1 322 251 Cash flow from operating activities Cash flow from investing activities Change in blocked bank accounts 20 –61 38 Investments in buildings and land, vehicles, equipment, tools, fixtures and fittings, excl. finance leases 12, 13 –89 –33 Sale of buildings and land, vehicles, equipment, tools, fixtures and fittings 12, 13 39 58 –111 63 Cash flow from investing activities Cash flow from financing activities Proceeds from issue of shares 7 6 – Dividends paid –89 –13 Exercise of previously issued share options 7 –52 – Proceeds from issue of share options 7 9 – Amortization of finance lease liability –144 –90 –270 –103 –59 211 Cash flow from financing activities Cash flow for the year Cash and cash equivalents at beginning of year 455 242 Cash flow for the year –59 211 Foreign exchange gains/losses 21 2 Cash and cash equivalents at end of year 20 417 455 The cash flow statement is presented in accordance with the indirect method. The reported cash flow includes transactions that result in incoming and outgoing payments. The Concordia Group received interest income of SEK 21 million (14) and paid interest expenses of SEK 205 million (–167) during the year. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 37 Parent Company income statement SEK M Note 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 Other operating income 33 33 TOTAL REVENUE 1, 3 33 33 Operating expenses Other external expenses 5 –13 –16 Personnel costs 7 –26 –18 OPERATING PROFIT/LOSS 1, 2 –6 –1 Interest income from group companies 14 15 Interest expense and similar profit/loss items 10 Investment gains/losses PROFIT AFTER FINANCIAL ITEMS 4 – 12 14 Income tax expense 11 12 6 PROFIT FOR THE YEAR 24 20 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 38 Parent Company balance sheet SEK M Note 28 Feb 2009 29 Feb 2008 ASSETS Financial assets Shares in group companies 14 1,772 Receivables from group companies 15 125 1,772 221 Total financial assets 1,897 1,993 Total non-current assets 1,897 1,993 Current assets Receivables from group companies 58 39 Other current receivables 10 2 Deferred expenses and accrued income 19 Total current receivables 1 1 69 42 53 Cash and cash equivalents 20 11 Blocked bank accounts 20 41 1 Total current assets 52 96 TOTAL ASSETS 1 2,018 2,089 25 25 EQUITY AND LIABILITIES Equity 21 Share capital Statutory reserve Total restricted equity 1,322 1,672 1,347 1,697 Non-restricted equity 21 Share premium reserve 507 492 Retained profit/accumulated deficit 132 –128 Profit/loss for the year 24 20 Total non-restricted equity 663 384 2,010 2,081 Total equity Non-current liabilities Provisions for pensions and similar profit/loss items 23 Total non-current liabilities 1 – 1 – Current liabilities Trade payables 1 1 Liabilities to group companies 1 3 1 – 4 Other current liabilities Accrued expenses and prepaid income 27 4 Total current liabilities 7 8 TOTAL EQUITY AND LIABILITIES 1 2,018 2,089 1,824 1,242 PLEDGED ASSETS AND CONTINGENT LIABILITIES 28 Pledged assets Contingent liabilities – – Total pledged assets and contingent liabilities 1,824 1,242 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 39 Parent Company statement of changes in equity SEK M Equity according to adopted balance sheet at 30 May 2007 Share capital Statutory reserve Share premium reserve Retained profit/ accumulated deficit Profit/loss for the year Total equity 25 1,672 492 –70 –61 2,058 Group contributions received – – – 22 – 22 Tax effect of group contributions received – – – –6 – –6 25 1,672 492 –54 –61 2,074 Retained profit/accumulated deficit – – – –61 61 – Profit/loss for the year – – – – 20 20 Total recognized income and expense for the period – – – –61 81 20 Distribution of preference shares – – – –13 – –13 Total transactions with owners – 25 – – –13 – 1,672 492 –128 20 –13 2,081 Reduction of statutory reserve – –350 – 350 – – Group contributions received – – – 43 – 43 Net income recognized directly in equity Equity at 29 February 2008 Tax effect of group contributions received – – – –12 – –12 Net income recognized directly in equity 25 1,322 492 253 20 2,112 Retained profit/accumulated deficit – – – 20 –20 – Profit/loss for the year – – – – 24 24 Total recognized income and expense for the period – – – 20 4 24 Exercise of previously issued share options – – – –52 – –52 Proceeds from issue of share options – – 9 – – 9 Proceeds from issue of shares – – 6 – – 6 Distribution of preference shares – – – –89 – –89 Total transactions with owners Equity at 28 February 2009 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 – – 15 –141 – –126 25 1,322 507 132 24 2,010 40 Parent Company cash flow statement SEK M Note 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 12 14 Cash flow from operating activities Profit/loss after financial items Adjustments for non-cash items; – Change in interest receivable 9 – Change in interest payable 1 – 22 3 –14 Cash flow from operating activities before changes in working capital –11 Cash flow from changes in working capital Change in operating receivables 60 Change in operating liabilities –1 6 81 –5 Cash flow from operating activities Cash flow from investing activities Change in blocked bank accounts Cash flow from investing activities –40 –1 –40 –1 –13 Cash flow from financing activities 22 Dividends paid –89 Change in issued share options 21 –37 – Group contributions received 43 22 –83 9 –42 3 53 50 Cash flow for the year –42 3 Cash and cash equivalents at end of year 20 11 53 Cash flow from financing activities Cash flow for the year Cash and cash equivalents at beginning of year The cash flow statement is presented in accordance with the indirect method. The reported cash flow includes transactions that result in incoming and outgoing payments. The Parent Company paid interest expenses of SEK 1 million (0) in 2008. The Parent Company paid no tax during the year. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 41 Notes Note 1 Company information and accounting policies Company information Concordia Bus AB is a public limited company (corporate identification number 556576-4569, domiciled in Stockholm) that is owned by some 30 shareholders and is the overall Parent Company of the Concordia Bus Group (Concordia). The address of the head office is Armégatan 38, SE-171 71 Solna, Sweden. Concordia Bus AB’s operations, which are conducted through subsidiaries, consist of the provision of scheduled contractual bus transport services to public transport authorities in Sweden, Norway, Denmark and Finland. Aside from contractual bus transports, Concordia Bus AB also offers extensive express bus services throughout large parts of Sweden. Concordia Bus AB is a holding company whose primary asset consists of the investment in Concordia Bus Nordic Holding AB (with subsidiaries). This means that the company’s ability to pay interest and amortize its debts is conditional on the transfer of profits from the underlying operations. The consolidated financial statements were approved for publication by decision of the Board of Directors on 8 May 2009. The consolidated income statement and balance sheet will be subject to adoption by the Annual General Meeting on 4 June 2009, in Stockholm. Compliance with norms and laws The consolidated financial statements are presented in accordance with the International Financial Reporting Standards (IFRS) established by the International Accounting Standards Board (IASB) which have been endorsed by the European Commission for application in the EU. The Parent Company applies the same accounting standards as the Group except for in those cases specified below under “Accounting policies of the Parent Company”. Any deviations that that exist are a result of the Swedish Annual Accounts Act’s limitations on the scope for IFRS conformity in the Parent Company and in certain cases also tax considerations. Furthermore, the Swedish Financial Reporting Board’s recommendation RFR 1.1, Supplementary Accounting Rules for Groups, has been applied. Basis for valuation in the Parent Company and consolidated financial statements Assets and liabilities are recognized at historical cost, except for certain financial assets and liabilities which are stated at fair value or amortized cost. The income statement is presented by cost type. Scope of consolidation The consolidated financial statements include all companies in which Concordia Bus AB directly or indirectly holds more than 50% of the votes or otherwise has a controlling influence. The consolidated financial statements are prepared in accordance with the purchase method of accounting, whereby the subsidiaries’ assets and liabilities, including deferred tax liabilities, are recognized at fair value according to a purchase price allocation (PPA) prepared on the acquisition date. If the cost of acquisition for the shares in the subsidiary exceeds the fair value of the company’s identifiable net assets according to the purchase price allocation, the difference is recorded as goodwill and is tested for impairment at least annually. Only profits arising after the acquisition date are included in consolidated equity. Subsidiaries are consolidated from the date on which control is transferred to the Group and cease to be consolidated from the date on which control is transferred out of the Group. Transactions to be eliminated on consolidation All intra-group receivables and liabilities, income or expenses, and unrealized gains or losses arising on transactions between group companies are eliminated in full in presentation of the consolidated financial statements. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 Transactions in foreign currency Transactions in foreign currencies are translated to the functional currency at the rate of exchange ruling on the transaction date. The functional currency is the currency of the primary economic environment in which the group company operates. Monetary assets and liabilities in foreign currency are translated to the functional currency at the closing day rate. Foreign exchange gains/losses arising on translation are recognized in the income statement. For the financial statements of subsidiaries with a functional currency other than SEK, all balance sheet items are translated at the closing day rate of exchange while income statement items are transacted at the average rate during the year. Functional currency and presentation currency The functional currency of the Parent Company is Swedish kronor (SEK), which is also the presentation currency of the Parent Company and the Group. The consolid ated financial statements are thus presented in SEK. All amounts are rounded off to the nearest million, unless otherwise stated. Critical accounting estimates and assumptions The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets, liabilities, pledged assets and contingent liabilities, as well as income and expenses, during the reporting period. Certain assumptions about the future and certain estimates and judgments on the closing date are of special significance for the valuation of assets and liabilities in the balance sheet. The risk for changes in carrying amounts during the coming year due to a possible need for changes in estimates and assumptions is deemed to lie primarily in the following areas. Impairment of goodwill Goodwill is tested for impairment at least annually and whenever circumstances or events indicate that the carrying amount of an asset may not be recoverable. In determining the recoverable value of cash-generating units for assessment of whether goodwill is impaired, several assumptions about future conditions and estimates of variables have been made for projection of future cash flows according to the discounted cash flow (DCF) model. The cash flow projections are based on the best possible estimates of future revenues and operating expenses, which in turn are based on historical development, general market conditions and other available information. These assumptions also include an assessment of the total enterprise value in relation to consolidated equity and the opportunities to obtain loan financing in the short and long term. The projected future cash flows are discounted at a reasonable rate for the weighted average cost of capital plus a reasonable risk premium at the valuation date. Provisions for onerous contracts In the Group’s provisions for onerous contracts, under which the contractual revenues are not sufficient to cover the direct and allocable costs necessary for fulfilment of the contractual obligations, several assumptions have been made about future conditions and estimates of variables. Excess vehicles (buses) In assessing whether to measure excess vehicles (not used in traffic) at fair value, management has made a number of assumptions about future conditions and alternatives for relocation and estimates about future resale values. Classification of preference shares The preparation of financial statements also requires judgments in the application of accounting policies and classification of items. On the issuance of preference shares, the issued amount has been classified as equity based on an assessment of the conditions for these shares in relation to the criteria in IAS 32 that define what is a liability and what is equity. 42 NOTES Note 1 cont’d. Changes in published standards effective during the fiscal year The following revisions and interpretations of accounting standards effective for periods starting on or after 1 March 2008 have not had any effect on the Group’s profit or financial position. IFRS 2, Share-Based Payment. Changes in and guidance for fair value measurement and cancellation of share-based payments. IFRIC 11, IFRS 2: Group and Treasury Share Transactions. IFRIC 12, Service Concession Agreements, addresses how operators should report service concession arrangements where a government or other public sector body contracts with a private operator. IFRIC 14, IAS 19 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction, provides general guidance on the interaction between a statutory or contractual minimum funding requirement and the limit in IAS 19 Employee Benefits on the amount of the surplus that can be recognized as an asset. New accounting standards The following new standards and amendments effective for periods beginning on or after 1 January 2009 have not been applied for 2008. These are not expected to have any impact on the consolidated financial statements other than increased disclosure requirements. IFRS 8, Operating Segments (effective for periods beginning on or after 1 January 2009; earlier application permitted), requires an entity to report on its operating segments according to the segmentation and accounting policies applied by its management. IAS 27, Consolidated and Separate Financial Statements and IFRS 1, FirstTime Adoption of IFRS. IFRIC 15, Agreements for the Construction of Real Estate, standardizes accounting practice across jurisdictions for the recognition of revenue for sales of units, such as apartments or houses. IFRIC 16, Hedges of a Net Investment in a Foreign Operation, clarifies what can be designated as a hedged risk in hedges of a net investment in a foreign operation and which entity within a group can hold a hedging instrument. Amended IFRS 2, Share-based Payment (effective for periods beginning on or after 1 January 2009; earlier application permitted). The amendment clarifies that vesting conditions are service conditions and performance conditions only, and that all cancellations, whether by the entity or by other parties, should receive the same accounting treatment. Revised IFRS 3, Business Combinations, and revised IAS 27, Consolidated and Separate Financial Statements (effective for periods beginning on or after 1 July 2008; earlier application permitted). Revised IAS 1, Presentation of Financial Statements (effective for periods beginning on or after 1 January 2009; earlier application permitted). The revised IAS 1 requires the presentation of all non-owner changes in equity (comprehensive income) either in one statement of comprehensive income or in two statements (a separate income statement and a statement of comprehensive income). Amended IAS 23, Borrowing Costs (effective for periods beginning on or after 1 January 2009; earlier application permitted). The amendment removes the option of immediately recognizing as an expense borrowing costs that relate to assets that take a substantial period of time to get ready for use or sale. IAS 32, Financial Instruments, contains amendments with respect to puttable financial instruments and obligations arising on liquidation. IAS 1, Presentation of Financial Statements (effective for periods beginning on or after 1 January 2009; earlier application permitted). IFRIC 13, Customer Loyalty Programs (effective for periods beginning on or after 1 July 2008; earlier application permitted). IFRIC 13 addresses accounting by entities that provide free or discounted goods or services (loyalty award credits) to customers who redeem award credits. Segment reporting Concordia Bus is active in two business areas; contractual transports and long-distance transports between selected cities (express transports). Contractual transports are operated in large parts of Sweden and in metropolitan areas of Finland, Denmark and Norway. The bulk of revenue is derived from contracts with public transport authorities (PTAs) that represent the various counties. In nearly all cases, the PTAs receive ticket revenues and the operator receives a fixed amount of compensation in payment for the contracted services. Swebus Express traffics certain predetermined routes throughout Sweden. Revenue is generated by the sale of tickets to the passengers. Some of the companies also conduct chartered transports mainly by using vehicles and personnel during periods when these are not occupied in regular transport operations. The Group’s operations are steered and reported by operating segment. The accounting policies used by the reporting segments are the same as those applied in the consolidated financial statements. Concordia Bus evaluates operations in each operating segment based on operating profit for each reporting operating segment, and normally reports sales and transfers between operating segments on a third-party basis, i.e. valued at market prices. Group-wide functions Costs for group-wide support functions such as IT, systems administration and legal affairs, etc., are allocated to the operating segments and countries according to the degree of utilization. General administrative expenses, costs for the head office and other costs that arise at the central level and are attributable to the entire company are not included in the profit or loss of the operating segments. The operating assets included in each operating segment include all operating assets that are used in operating activities, primarily intangible assets, tangible assets, inventories and trade receivables. Most of these assets are directly attributable to the respective operating segment. The operating liabilities included in each operating segment include all operating liabilities that are used in operating activities, accrued expenses and prepaid income. Most of these liabilities are directly attributable to the respective operating segment. Estimated deferred tax and external and internal loans are not included in the operating segments’ capital employed. Revenue recognition Most of Concordia’s revenue is attributable to contracts with public transport authorities (PTAs) that run for a term of 5-10 years. The PTA contracts are generally designed so that Concordia receives a fixed fee in return for services performed. Ticket revenues do not accrue to Concordia, but are forwarded to the PTAs. Most of the PTA contracts are of the gross cost contract type, in which compensation is based exclusively on the number of kilometres or hours driven and is entirely unrelated to the number of passengers. Under certain contracts, Concordia receives compensation based on the services performed, while other contracts provide Concordia with remuneration in advance. Regardless of the payment flows in the contractual operations and the basis for compensation, Concordia recognizes the revenue evenly over the term of the contract, before indexation. The amount of compensation is often tied to certain cost indices in order to compensate the operators for cost increases during the term of the contract. The compensation is adjusted during the term of the contract due to changes in these indices. Concordia adjusts its revenues during the contract period according to the agreed indexation formula. Certain of Concordia’s PTA contracts are designed so that all or part of the compensation is based on the number of passengers, so-called net cost contracts. Revenue from these contracts is recognized on the date when the passenger travels with Concordia. Revenues from express transports consist of ticket revenues from the passengers. For express transports, revenue is recognized on the date when the passenger travels with Concordia. The revenues also include revenues for rents, fuel sales and maintenance services. Revenues from these activities are recognized when the goods are delivered and the services performed or, in cases where revenues are obtained through operating leases, they are distributed evenly over the term of the lease. All revenues are reported excluding value added tax. Leases In the consolidated financial statements, leases are classified as either finance or operating leases. A lease is classified as a finance lease if it transfers substantially all the risks and rewards incident to ownership to the lessee. All other leases are classified as operating leases. Assets held under finance leases are recorded as fixed assets in the consolidated balance sheet. The obligation to pay future lease charges is recognized as a liability. At commencement of the lease term, all assets and liabilities are measured at the lower of fair value and the present value of minimum lease payments. Assets held under finance leases are depreciated on a straight-line basis over their esti- C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 NOTES 43 Note 1 cont’d. mated useful lives according to the same valuation principles used for similar asset groups, which do not follow the payment periods in the lease contracts. In the company’s assessment, the benefits earned from the leased vehicles extend for longer than the related financial obligation. The finance lease payments are apportioned between the finance charge and reduction of outstanding liability to produce a constant periodic rate of interest on the remaining balance of the liability for each period. In the income statement, the finance charge is recognized as amortization and interest expenses. For operating leases, no assets or liabilities are recognized in the balance sheet. In the income statement, the lease payments are recognized as an expense on a straight-line basis over the term of the lease. Depreciation of tangible assets Depreciation of tangible assets is based on the historical costs and estimated useful lives of different groups of non-current assets. Depreciation is charge out on a straight-line basis over the useful life of the assets down to an estimated residual value. For assets acquired during the year, depreciation is calculated from the acquisition date. Applied useful lives Other intangible assets, max. 3 years Computers 3 years Office equipment and furniture 5 years Vehicles Standard buses, 14 years Long-distance buses, 10 years Special buses, according to individual valuation Remodelling of leased premises5 years, but not exceeding the term of the lease Financial income and expenses Financial income and expenses consist of interest income on bank deposits and receivables, interest expense on loans and realized and unrealized gains and losses attributable to financing. Interest income and expense is recognized in the period in which it arises. Income taxes The Group’s income taxes consist of current tax and deferred tax. Current tax refers to tax payable or receivable with respect to the year’s profit or loss. Deferred tax is calculated according to the balance sheet method on the basis of temporary differences between the carrying amount of an asset or liability and its tax base and tax on the Group’s tax loss carryforwards. Deferred tax is computed according to the applicable tax rate in each country. Deferred tax assets are recognized only to the extent that it is probable that these can be utilized against future taxable profits. Tax laws in Sweden and Finland permit provisions to special reserves and funds which constitute temporary differences. Within specified limits, this enables companies to retain reported profits in the company without immediate taxation of these profits. The untaxed reserves are not subject to taxation until they are dissolved. During years when the operations make a loss, however, the untaxed reserves can be utilized to cover losses without giving rise to any taxation. In the Group’s balance sheet, untaxed reserves are divided between equity and deferred tax liabilities. In the income statement, deferred tax is reported among other things as tax attributable to the year’s change in untaxed reserves. Intangible assets In cases where the fair value of purchase consideration given for operations or shares in subsidiaries exceed the fair value of net assets acquired, the difference is recorded as goodwill. Goodwill is no longer amortized but is instead tested for impairment at least annually. Other intangible and tangible assets The carrying amounts of the Group’s non-current assets are reviewed regularly to look for any indication that an asset may be impaired. If there is an indication of C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 impairment, the asset’s net selling price and value in use are calculated. Net selling price consists of the amount recoverable on the sale of the asset less costs to sell. A non-current asset is considered to be impaired when its carrying amount exceeds the present value of future cash flows from the asset. The impairment loss consists of the difference between the asset’s present value and carrying amount. For fixed assets held for sale, the impairment loss is calculated as the difference between the estimated selling price less costs for disposal and the carrying amount of the asset. Inventories Inventories are stated at the lower of cost and fair value on a First-In, First-Out (FIFO) basis. The necessary provisions are made for obsolescence, partly on a caseby- case basis and partly through collective assessment. Financial assets and liabilities and other financial instruments Financial instruments are initially measured at cost, corresponding to fair value including transaction costs for all financial instruments aside from those in the category of financial assets and liabilities measured at fair value through profit or loss. Subsequent to initial recognition, the accounting treatment of financial liabilities depends on how they are classified, as described below. A financial asset or liability is recognized in the balance sheet when the company initially becomes party to the contractual provisions of the instrument. Trade receivables are recorded in the balance sheet when an invoice has been issued. Financial liabilities are recognized when the counterparty has performed and there s contractual obligation to pay, even if no invoice has been received. Trade payables re recorded when an invoice has been received. A financial asset is derecognized from the balance sheet when the company’s rights under the agreement are realized, expire or the company has relinquished control of the asset. The same applies to a part of a financial asset. A financial liability s derecognized from the balance sheet when the obligation specified in the agreement is discharged or otherwise extinguished. The same applies to a part of a financial liability. At each reporting date, the Group assesses whether there is objective evidence of impairment for a financial asset or group of financial assets. Financial assets and liabilities at fair value through profit or loss Assets and liabilities in this category consist of derivatives measured at fair value with fair value changes through profit or loss. Currency derivatives (forward exchange contracts and currency swaps) entered into in order to hedge currency exposure in interest payments on bond loans are reported according to hedge accounting, i.e. the profit/loss effects attributable to the derivative instruments are recognized on the same date as the foreign exchange effects on the underlying commercial flow are realized. Outstanding currency derivatives that do not meet the criteria for hedge accounting are measured at fair value with fair value changes through other financial items in the income statement. Interest derivatives (interest rate caps) entered into in order to achieve the desired fixed interest period in lease liabilities are reported according to hedge accounting, i.e. the profit/loss effects attributable to the derivative instruments are recognized on the same date as the underlying item. Interest derivatives that do not meet the criteria for hedge accounting are measured at fair value with fair value changes through other financial items in the income statement. Loans and receivables After individual assessment, trade receivables are reported in the amount in which they are expected to be received after deduction of doubtful debts, which are assessed on a case-by-case basis. When the expected maturity is short, the receivable is recognized at face value without discounting. Impairment losses on loans and receivables are recognized in operating expenses. Blocked bank accounts Blocked bank accounts consist of deposits to secure bank guarantees and lease contracts. Among other things, bank guarantees have been furnished as security for Concordia Bus Nordic AB’s pension liability, Concordia Bus Norge AS´s obligations in respect of transport contracts in Oslo, Swebus AB and Swebus Express AB’s obligations pursuant to the Travel Guarantee Act and Swebus’ obligations in respect of 44 NOTES Note 1 cont’d. electricity purchases. Swebus and Concordia Bus Danmark have deposited funds under lease contracts for buses. Cash and cash equivalents Cash and cash equivalents consist of cash in hand and at bank. Other financial liabilities Liabilities are classified as other financial liabilities, which means that these are initially measured at the amount received less transaction costs and are subsequently measured at amortized cost according to the effective interest rate method. Trade payables are classified as other financial liabilities. Trade payables have a short expected maturity and are measured at face value without discounting. Determining recoverable amount The recoverable amounts of financial assets in the categories of held-to-maturity investments and loans and receivables measured at amortized cost are calculated as the present value of future cash flows discounted at the effective rate in force on initial recognition of the asset. Assets with a time to maturity of less than one year are not discounted. Impairment losses on held-to-maturity investments and loans and receivables measured at amortized cost are reversed if a later increase in the recoverable amount can be objectively attributed to an event occurring after the date of the impairment loss. Provisions A provision is recognized in the balance sheet when the Group has a present obligation (legal or constructive) that has arisen as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and the amount can be estimated reliably. When the timing effect of payment is significant, provisions are measured at discounted present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. Termination benefits A provision is recognized on the termination of employees only if the company is demonstrably committed to terminate an employee or group of employees before the normal retirement date. In the event of termination, the company draws up a detailed plan including at least the place of work, positions and approximate number of persons affected, as well as the amount of compensation for each employee cat egory or position and the time of the plan’s implementation. Onerous contracts A large share of the Group’s revenue relates to contracts with public transport authorities that run for a period of 5-8 years. The terms of these contracts normally stipulate that the amount of revenue shall be adjusted upwards according to an established index, either the consumer price index or various other producer price indices. As a result of changed conditions and when costs increase more than revenues, these contracts can become onerous contracts in which the contractual revenues are not sufficient to cover the direct and allocable costs necessary for fulfilment of the contractual obligations. A provision for future losses is then made in the period when the management has identified the contract as an onerous contract. The loss is calculated by including direct and indirect costs attributable to the contract including depreciation of buses used to fulfil the contractual obligations. Provisions are made at the public transport authority level in cases where there is a natural connection between the various contracts. Many contracts make use of joint resources which are often difficult to allocate between the contracts. The contracts can also be related for other reasons, for example in tenders for packages of contracts where certain are profitable and others loss-making but the transaction as such generates a surplus. Future third-party obligations Provisions are made for damages that of occurred, but have not been settled, to the Group’s own vehicles or vehicles owned by third parties. The provision shall cover future obligations to third parties. Future environmental obligations Provisions are made for future environmental obligations on leased land and facilities that are, or have been, used in operations. Pensions The Group has both defined contribution and defined benefit pension plans. In the defined contribution pension plans, Concordia pays a pays a fixed contribution according to plan and has no further obligation to pay post-employment contributions. Under the defined contribution plans for Concordia Bus Norge AS and Concordia Bus Nordic AB, benefits are paid to former employees on the basis of final salary and years of service. The Group bears the risk for ensuring that the contractual benefits are paid. Pension obligations for most of the Swedish operations are covered by a defined benefit pension plan of the multi-employer type. The plan is insured in the mutual insurance company Alecta. The Group has not had access to sufficient information to report its proportional share of the defined benefit obligation and of the plan assets and expenses. The plan is therefore reported as a defined contribution plan, which means that benefits paid are recognized as an expense. In the Swedish operations, there is also a defined benefit pension plan that is funded. The Group’s net obligation under defined benefit plans is determined separately for each plan according to the Projected Unit Credit Method. This means that the obligation is calculated as the present value of expected future pension payments. This obligation is compared to the fair value of plan assets and the difference is recognized as a liability/asset with respect to accrued actuarial gains/losses. The calculation of future payments is based on actuarial assumptions that include life expectancy, future salary increases, employee turnover and factors of significance for the choice of discount rate. Changes in and deviations from the actuarial assumptions normally lead to actuarial gains or losses. Actuarial gains and losses are recognized only when the accumulated gain or loss exceeds 10% of the higher of the present value of plan obligations and the fair value of plan assets. If the accumulated gain or loss falls below the above-mentioned limit, the excess portion is recognized in income or expense over the expected average remaining working lives of the participating employees. When valuation leads to an asset for the Group, the recognized value of the asset is limited to the net total of unrealized actuarial losses and past service costs and the present value of any benefits available in the form of refunds or reductions in future employer contributions to the plan. Share options Option premiums received are recognized in equity and are offset against premiums paid in the event of a buyback. If an issued share option expires without being exercised, the premium is recognized in profit or loss. When an issued share option is exercised, the premium increases the exercise price on the sale of shares and decreases the exercise price on the purchase of shares. Cash flow The cash flow statement has been prepared med based on the income statement and other changes between the opening and closing balances in the balance sheet, taking into account translation differences. Cash and cash equivalents in the cash flow statement include cash in hand, driver receipts and bank deposits. Accounting policies of the Parent Company The Parent Company applies the same accounting policies as the Group aside from those exceptions and additional stated in the Swedish Financial Reporting Board’s recommendation RFR 2.1, Accounting for Legal Entities. Any deviations that that exist are a result of the Swedish Annual Accounts Act’s limitations on the scope for IFRS conformity in the Parent Company. Group contributions for legal entities The Parent Company reports Group contributions in accordance with statement URA 7 from the Swedish Financial Accounting Standards Council’s Emerging Issues Task Force. Group contributions are reported in accordance with their financial significance, which means that Group contributions paid to minimize the Group’s overall tax burden are reported directly in retained earnings less the current tax effect. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 NOTES Liabilities by operating segment Note 2 Segment reporting SEK M Revenue by operating segment SEK M 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 Contractual transport services – Sweden 4,396 3,990 Contractual transport services – Norway 528 463 Contractual transport services – Finland 721 517 53 – 5,698 4,970 Express, long-distance transports 341 351 Total other transports 341 351 95 85 6,134 5,406 Contractual transport services – Denmark Total contractual transport services Other revenue and group eliminations Total revenue 1 March 2008– 28 Feb 2009 Contractual transport services – Sweden 232 1,615 Contractual transport services – Norway 282 152 Contractual transport services – Finland 391 217 Contractual transport services – Denmark 18 – 2,727 1,984 Express, long-distance transports 129 84 Total other transports 129 84 Total bus operations 2,856 2,068 Parent Company and intra-group eliminations 1,609 1,342 Total liabilities 4,465 3,410 Total contractual transport services Investments in tangible and financial assets by operating segment 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 Contractual transport services – Sweden 422 84 154 Contractual transport services – Norway 111 57 96 141 1 March 2007– 29 Feb 2008 SEK M Contractual transport services – Norway 9 28 Contractual transport services – Finland 24 12 Contractual transport services – Denmark Contractual transport services – Denmark –24 – Total contractual transport services 241 194 23 Total contractual transport services Express, long-distance transports 38 Total bus operations 687 320 23 19 213 Central functions and other items –58 –52 Total operating profit 206 161 Parent Company and intra-group eliminations Total investments 28 Feb 2009 29 Feb 2008 2,706 2,279 Contractual transport services – Norway 766 577 Contractual transport services – Finland 512 332 28 – 4,012 3,188 Express, long-distance transports 206 170 Contractual transport services – Denmark Total other transports 206 170 4,218 3,358 Total assets 130 262 4,348 3,620 SEK M 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 Contractual transport services – Sweden 224 210 Contractual transport services – Norway 23 17 Contractual transport services – Finland 35 23 0 – Total contractual transport services 282 250 Express, long-distance transports 10 8 Total other transports 10 8 Total bus operations 292 258 Parent Company and intra-group eliminations Total depreciation/amortization C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 19 339 Depreciation/amortization by business segment Contractual transport services – Sweden Parent Company and intra-group eliminations 34 721 Investments in tangible and financial assets consist of finance leases for SEK 631 million (SEK 306 million) which have no effect in liquidity in the operating segment. Assets by operating segment Total bus operations 38 19 264 Total contractual transport services – 282 55 Total bus operations Contractual transport services – Denmark 3 632 55 Total other transports Total other transports SEK M 29 Feb 2008 2,036 Contractual transport services – Finland Express, long-distance transports 28 Feb 2009 Contractual transport services – Sweden Operating profit/loss by operating segment SEK M 45 11 6 303 264 46 NOTES Note 2 cont’d. Revenue by country SEK M Investments in tangible and financial assets by country 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 SEK M 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 141 Sweden 4,807 4,408 Sweden 511 Norway 543 476 Norway 111 57 Finland 727 522 Finland 96 141 Denmark Total revenue 57 – 6,134 5,406 Assets by country SEK M 28 Feb 2009 29 Feb 2008 Sweden 3,042 2,711 Norway 766 577 Finland 512 332 Denmark Total assets 28 – 4,348 3,620 Denmark Total investments 3 – 721 339 Investments in tangible and financial assets consist of finance leases for SEK 631 million (306) which have no effect in liquidity in the operating segment. Note 3 Revenue Revenue includes other operating income, which consists primarily of revenue from leasing, the sale of fuel and diesel and revenue from workshop services to external customers. Sales to one major customer represent 29% (29%) of the Group’s total revenue. Group Breakdown of revenue, SEK M Revenue from bus operations 1 March 2008– 28 Feb 2009 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 1 March 2007– 29 Feb 2008 6,012 5,299 – Leasing, external workshop services and diesel sales 27 21 – – Other revenue 95 86 33 33 6,134 5,406 33 33 Total – Sales to Group companies Revenue in the Parent Company includes sales of SEK 33 million (33) to group companies. Note 4 Cost of services sold The cost of services sold consists of personnel expenses, depreciation of buses and other direct costs. Group SEK M Compensation to drivers 1 March 2008– 28 Feb 2009 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 1 March 2007– 29 Feb 2008 2,732 2,394 – – 625 638 – – Other direct costs 1,830 1,514 – – Total 5,187 4,546 – – Depreciation and lease charges on buses Note 5 Other external expenses Group Fees and compensation to auditors (SEK thousand) Ernst & Young Auditing services Non-auditing services Total 1 March 2008– 28 Feb 2009 3,039 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 2,290 1 March 2007– 29 Feb 2008 904 401 153 351 53 186 3,193 2,641 958 587 Auditing services refer to examination of the consolidated financial statements, the accounts and the administration of the Board of Directors and the President of the company, other tasks incumbent on the company’s auditor, and advice or other assistance prompted by observations from such audits or the performance of other such tasks. All other work is classified as non-auditing services. Purchases from group companies The Group’s operating expenses include purchases of SEK 0 million (0) from other companies in the corporate group to which Concordia Bus AB belongs. The Parent Company’s operating expenses include purchases of SEK 6 million (5) from group companies. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 NOTES 47 Note 6 Leases Finance leases SEK M Group 1 March 2008– 28 Feb 2009 Historical cost Opening cost The year’s new finance leases Reclassification Foreign exchange gains/losses Closing cost Accumulated depreciation 1 March 2007– 29 Feb 2008 1,248 942 631 306 7 – 65 – 1,951 1,248 Opening accumulated depreciation –123 –37 The year’s depreciation –124 –86 Reclassification –4 – Foreign exchange gains/losses –5 – Closing accumulated depreciation –256 –123 Planned residual value 1,695 1,125 During the year, the Group entered into finance lease contracts for SEK 631 million (306) via the subsidiary Concordia Bus Fleet AB. All lease contracts are valued according to the same depreciation rules as the corresponding asset groups. The following table summarizes the present value of the Concordia Bus Group’s finance lease obligations and their expected maturities at 28 Feb 2009. The Parent Company has no direct finance lease commitments. SEK M Vehicles (buses) Total Within 1 year 1–3 years 4–5 years Longer than 5 years 1,472 166 337 355 614 Operating leases Group 1 March 2008– 28 Feb 2009 Lease charges, SEK M The year’s lease charges (operating leases) Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 339 390 1 March 2007– 29 Feb 2008 – – The Concordia Bus group holds 1,606 buses (1,621) under operating leases, which corresponds to a nominal lease liability of SEK 1,470 million (1,458). Group Present value of future lease payments, SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 Vehicles (buses) 896 939 – – Total 896 939 – – The following table shows the depreciation component of the lease charge based on the assumption that the contracts will be renewed on expiry of the initial lease period. The Parent Company has no direct lease commitments. SEK M 1–3 years 4–5 years Longer than 5 years Vehicles (buses) Within 1 year 243 417 331 272 Total 243 417 331 272 The following table shows future lease payments (nominal amounts) for operating leases on buses at 28 Feb 2009, assuming that all buses are held until the end of the contract term; SEK M 28 February 2010 268 28 February 2011 228 28 February 2012 245 28 February 2013 207 28 February 2014 139 Later 383 Total 1,470 C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 48 NOTES Note 7 Personal Group 1 March 2008– 28 Feb 2009 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 1 March 2007– 29 Feb 2008 Average number of employees 7,606 7,021 8 9 Of whom, men 6,610 6,108 6 7 Of whom, women 996 913 2 2 Finland 911 717 – – Of whom, men 864 673 – – 47 44 – – Norway 614 506 – – Of whom, men 565 465 – – 49 41 – – Denmark 170 2 – – Of whom, men 153 2 – – 17 – – – Sweden 5,911 5,796 8 9 Of whom, men 5,028 4,968 6 7 883 828 2 2 8 (4) Of whom, women Of whom, women Of whom, women Of whom, women Salaries and other remuneration (of which, bonus), SEK M Sweden, boards and senior executives1) Other employees in Sweden 18 (7) 13 (5) 6 (1) 1,602 (7) 1,508 (9) 5 (0) 3 (0) 1,620 (14) 1,521 (14) 11 (1) 11 (4) Foreign subsidiaries Finland, board and president 2 2 – – 331 235 – – 2 2 – – 243 208 – – 0 – – – 37 1 – – 2,235 1,969 – – Payroll overheads 749 679 8 6 Of which, pension costs for other employees 131 131 1 1 4 2 2 1 Finland, other employees Norway, board and president Norway, other employees Denmark, board and president Denmark, other employees TOTAL Of which, pension costs for boards and presidents 1) The figures for the Group refer to the boards and presidents of all Swedish group companies. C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 NOTES 49 Note 7 cont’d. Board members and senior executives Remuneration and other benefits during the year 28 Feb 2009 Group Number Board of Directors Presidents and other senior executives 29 Feb 2008 Of whom, men Number Group Of whom, men 22 91% 21 95% 9 100% 8 100% SEK M 28 Feb 2009 Number 29 Feb 2008 Of whom, men Number Of whom, men Board of Directors 4 75% 4 75% Presidents and other senior executives 2 100% 2 100% Parent Company No disclosures about sickness absence are provided since the number of employees is fewer than 10. Remuneration to senior executives In the event of termination of employment, senior executives in the Concordia Bus Group are entitled to a maximum of 12 monthly salaries. As a rule, there is a 6-month mutual term of notice between the company and the senior executive. Furthermore, additional compensation in a maximum amount of 6 monthly salaries is payable in the event of termination on the part of the company. Senior executives include the President and CFO of the Parent Company and the presidents of the Group’s subsidiaries. During the year, an agreement was signed with the president of one subsidiary. Pension benefits of the President The retirement age for the President of the Parent Company is 62 years. Pension expenses for the company are reduced to 90% of salary on retirement at the age of 62–63 years, 80% of salary on retirement at the age of 63–64 years and 70% of salary on retirement at the age of 64–65 years. Concordia Bus AB’s obligations to its presidents cease on retirement, 65 years of age. Pension expenses consist of defined benefit pensions, for which the premium is equal to 30% of pensionable salary. Pensionable salary consists of basic salary as long as the president remains in the company’s employment. Termination benefits are pensionable. 1 March 2007– 29 Feb 2008 Board Chairman Jan Sjöqvist Board members and senior executives Parent Company 1 March 2008– 28 Feb 2009 0.6 0.6 Gina Germano 0.0 0.0 Jan Sundling 0.2 0.2 Rolf Lydahl 0.2 0.2 Board members President Ragnar Norbäck (of which, bonus) 3.7 (0.4) 3.6 (0.7) 4.7 4.6 Total During the year, Concordia Bus AB paid pension benefits to former Board members in an amount of SEK 0.1 million. Former Board members are entitled to lifelong compensation from the company. Share option programs Concordia Bus AB has issued two share option programs. Program 1, issued on 24 June 2005, consisted of 1,052,000 share options, and Program 2, issued on 8 November 2005, consisted of 304,569 share options. An Extraordinary General Meeting of Concordia Bus AB on 3 November 2008 resolved to approve the buyback of issued share options by the company. Compensation for the redemption of issued share options will be paid in cash according to an independent valuation of the company’s common shares. The fundamental motive for the buyback of share options is that there is currently no organized trading of the company’s shares. At the redemption date, holders of the issued share options have also bound themselves to reinvest part of the proceeds in a new incentive system. Concordia Bus AB has thus issued a new share option program, Program 3, for key members of the executive managements of the various group companies and to the members of the Board of Concordia Bus AB. Program 3 Number of share options Subscription period 1,640,925 Subscription by 19 January 2009 at the latest Share price SEK 102.13 Option price SEK 10.28 Vacation for the President Exercise period The President is entitled to 30 vacation days per year. Maturity Sick pay for the President The share options correspond to an increase of 8.2% in the number of common shares. The share options grant the right to subscribe for new common shares in the company. No dividends have been assumed in valuation of the share options. The share arising from subscription will grant the right to dividends for the first time on the record date for dividends falling most closely after subscription is carried out. The assessment has been based on theoretical calculations of the share option’s value. Th e future volatility of the share has been assessed with consideration to historical volatility in comparable companies. The President is insured up to 90% of salary for a maximum of 365 days per calendar year, with no qualifying days. Other employment benefits of the President Aside from the described taxable benefits, there is also healthcare insurance. The President is covered by the issued share option programs, which are reported under the heading “Share option programs”. Remuneration to the Board Chairman and other Board members Remuneration to the Chairman and other members of the Board is paid according to the decision of the Annual General Meeting. No remuneration in excess of that decided by the Annual General Meeting is paid. The President receives no Board fees. The members of the Board are covered by the issued share option programs, which are reported under the heading “Share option programs”. 3 years Share option programs SEK M Buyback of issued options, programs 1 and 2 Senior executives Board of Other Directors employees 702,070 223,578 – 41,345 10,573 – Subscription for new shares 180,500 47,150 – Subscription for share options, program 3 661,151 241,875 737,899 Exercise price, SEK M C O N C O R D I A B U S | annua l r e p or t 2 0 0 8 / 2 0 0 9 1 January 2012–13 February 2012 50 notes Note 8 The year’s depreciation/impairment losses on tangible assets Note 9 Other interest income and similar profit/loss items Group Group 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 Other intangible assets 2 – Other financial income 1 1 Buildings and land 2 2 Other financial expenses 17 14 Total 18 15 SEK M Equipment, tools, fixtures and fittings 12 13 Vehicles 287 249 Total 303 264 SEK M The Group earns interest on its bank deposits according to an interest rate based on the banks’ daily investment interest rates. Of the above interest income and similar profit/loss items, SEK 21 million (14) was paid during the year. Note 10 Interest expense and similar profit/loss items Group SEK M Interest expenses – liabilities to credit institutions Interest expenses – bond loans Interest expenses till group companies 1 March 2008– 28 Feb 2009 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 1 March 2007– 29 Feb 2008 –87 –58 – – –120 –111 – – –1 – – – Allocation of capitalized borrowing costs –10 –10 – – Other financial expenses –10 –5 –1 – Realized and unrealized exchange gains/losses, net –230 –8 6 – Total –457 –192 4 – Paid interest expenses amounted to SEK 205 million (167). Note 11 Income tax Group SEK M Tax attributable to prior years 1 March 2008– 28 Feb 2009 Parent Company 1 March 2007– 1 March 2008– 29 Feb 2008 28 Feb 2009 –1 1 March 2007– 29 Feb 2008 – – – Current tax – – – – Deferred tax –5 1 12 6 Total tax reported in the income statement –6 1 12 6 Group The difference between the Group’s reported income tax expense and computed income tax expense is based on the applicable tax rates and is explained below: SEK M Parent Company 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 1 March 2008– 28 Feb 2009 Reported income tax expense in the income statement –6 1 12 6 28% tax on profit before tax 67 4 –3 –4 15 10 Difference 1 March 2007– 29 Feb 2008 –73 –3 Tax attributable to prior years –1 – – – Non-taxable income and non-deductible expenses –1 1 – – – –1 – – –5 – – – Differing tax rates in other countries – 1 – – Group contributions received/rendered – – 12 6 The different consists of the following items: Tax effect arising on reporting of finance leases Prior years’ capitalized loss carryforwards that are not expected to be utilized Loss carryforwards for which no deferred tax is recognized –66 –4 3 4 Total –73 –3 15 10 C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 notes 51 Note 11 cont’d. The corporate tax rate is 28% in Sweden and Norway, 25% in Denmark and 26% in Finland. Tax is computed on based on profit/loss for the year plus non-deductible expenses and other tax adjustments. Group Tax assets and liabilities, SEK M Parent Company 28 Feb 2009 29 Feb 2008 28 Feb 2009 29 Feb 2008 Deferred tax assets Opening carrying amount – – – – –5 – – – – – – – 13 – – – Foreign exchange gains/losses – – – – Total deferred tax assets 8 – – – Deferred tax liabilities – – – – Net deferred tax assets and liabilities 8 – – – Change over the income statement Recognized directly in equity Reclassifications from prior years Group Unrecognized deferred loss carryforwards, SEK M Opening carrying amount Uncapitalized loss carryforwards for the current year 1 March 2008– 28 Feb 2009 1 March 2007– 29 Feb 2008 492 485 68 4 Reclassification of prior years’ loss carryforwards 8 5 Change in applicable tax rate 0 –2 Foreign exchange gains/losses Total 11 – 579 492 Group Expected expiry of tax loss carryforwards, SEK M 28 Feb 2009 29 Feb 2008 2011 – 10 2012 3 4 2013 18 14 2014 28 23 2015 25 20 2016 22 18 2017 22 17 Unlimited 1,966 1,662 Total 2,084 1,768 C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 52 notes Note 12 Intangible assets Group Goodwill, SEK M Opening balance 28 Feb 2009 683 Foreign exchange gains/losses Closing balance 29 Feb 2008 674 21 9 704 683 The Group’s management has carried out impairment tests and found no indication of impairment for consolidated goodwill. In determining the recoverable value of cash-generating units for assessment of whether goodwill is impaired, several assumptions about future conditions and estimates of variables have been made for projection of future cash flows according to the discounted cash flow (DCF) model. The cash flow projections are based on the best possible estimates of future revenues and operating expenses, which in turn are based on historical development, general market conditions and other available information. These assumptions also include an assessment of the total enterprise value in relation to consolidated equity and the opportunities to obtain loan financing in the short and long term. The forecasts are performed with respect to each operating unit and are based on the respective company’s profit/loss before amortization/depreciation, return multiples, discounted cash flows, 11.5% return, future 3-year forecasts and the companies’ existing and future market shares. The growth rate has been estimated at 2-4% per year and business segment. In the management’s assessment, reasonable and possible changes in the above variables would not have such significant effects that they would individually reduce the recoverable amount to a level lower than the carrying amount. The cash flow forecasts are discounted to by a rate of 11.5% for the average weighted cost of capital. Group Other intangible assets, SEK M 28 Feb 2009 29 Feb 2008 Opening cost – – Purchases 3 – Reclassification 10 – Closing cost 13 – Historical cost Accumulated amortization Opening accumulated amortization – – The year’s amortization –2 – Reclassification –7 – Closing accumulated amortization –9 – 4 – Closing carrying amount Note 13 Tangible assets Group Costs for improvements on third-party properties, SEK M Parent Company 28 Feb 2009 29 Feb 2008 28 Feb 2009 29 Feb 2008 Opening cost 8 8 – – Purchases 7 – – – Sales/disposals –1 – – – Closing cost 14 8 – – –4 –3 – – – – – – The year’s depreciation –2 –1 – – Closing accumulated depreciation –6 8 –4 4 – – – Historical cost Accumulated depreciation Opening accumulated depreciation Sales/disposals Closing carrying amount – C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 notes 53 Note 13 cont’d. Group Equipment, tools, fixtures and fittings, SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 139 157 – – 26 11 – – Sales/disposals –22 –29 – – Reclassification –11 – – – 4 – – – 136 139 – – –109 –126 – – 22 29 – – –12 –12 – – 7 – – – –5 – – – –97 –109 – – 39 30 – – Historical cost Opening cost Purchases Foreign exchange gains/losses Closing cost Accumulated depreciation Opening accumulated depreciation Sales/disposals The year’s depreciation Reclassification Foreign exchange gains/losses Closing accumulated depreciation Closing carrying amount Group Vehicles, SEK M Parent Company 28 Feb 2009 29 Feb 2008 28 Feb 2009 29 Feb 2008 3,194 3,219 – – 685 328 – – Sales/disposals –394 –358 – – Reclassification –5 – – – 139 5 – – 3,619 3,194 – – –1,499 –1,510 – – 324 252 – – –258 –240 – – – – – –56 –1 – – –1,485 –1,499 – – –48 –85 – – 36 48 – – The year’s impairment losses –30 –11 – – Closing accumulated impairment losses –42 –48 – – 2,092 1,647 – – Historical cost Opening cost Purchases Foreign exchange gains/losses Closing cost Accumulated depreciation Opening accumulated depreciation Sales/disposals The year’s depreciation Reclassification 4 Foreign exchange gains/losses Closing accumulated depreciation Accumulated impairment losses Opening accumulated impairment losses Sales/disposals Closing carrying amount Note 14 Shares in group companies (Parent Company) Parent Company SEK M 28 Feb 2009 Parent Company 29 Feb 2008 Historical cost SEK M 28 Feb 2009 29 Feb 2008 Accumulated impairment losses Opening balance 2,176 2,176 Opening balance –404 Closing balance 2,176 2,176 Closing balance –404 –404 Closing carrying amount 1,772 1,772 C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 –404 54 notes Note 14 cont’d. SEK M Concordia Bus Fleet AB (Stockholm) Corporate ID number Equity No. of shares Profit/loss for the year Holding, % Share capital Book value 28 Feb 2009 556031-1812 17 70,000 35 100 7 16 Subsidiaries of Concordia Bus Fleet AB: Concordia Bus Fleet Danmark ApS (Glostrup) 31586429 0 1,250 0 100 0 556028-1122 787 300 –55 100 0 556031-8569 149 160,000 –132 100 16 Swebus Busco AB (Stockholm) 556583-0527 27 1,000 –215 100 0 Swebus Express AB (Stockholm) 556358-3276 11 5,000 7 100 5 Swebus AB (Stockholm) 556057-0128 268 3,000 97 100 0 556416-2419 1 1,000 –2 100 0 0505988-8 49 2,000 7 100 38 Concordia Bus Finland West Oy Ab (Helsinki) 2175179-4 1 2,500 –2 100 0 Concordia Bus Finland South Oy Ab (Helsinki) 2175178-6 0 2,500 –1 100 0 Concordia Bus Finland East Oy Ab (Helsinki) 2175186-6 1 2,500 0 100 0 Concordia Bus Norge AS (Oslo) 915768237 104 750 –27 100 10 992097353 0 100 0 100 0 29513376 10 1,250 –24 100 1 556031-3354 21 10,000 1 100 1 Alpus AB (Stockholm) 556011-8571 1 10,000 0 100 1 Malmfältens Omnibus AB (Stockholm) 556032-0359 1 960 0 100 0 Enköping-Bålsta Fastighets AB (Stockholm) 556012-9388 0 1,500 0 100 0 Arlanda buss AB (Stockholm) (Undergoing fusion) 556030-5335 0 1,000 0 100 0 Billingens Trafik AB (Stockholm) (Undergoing fusion) 556027-3137 2 14,000 0 100 1 Enköping-Bålsta Trafik AB (Stockholm) (Undergoing fusion) 556410-2894 0 1,000 0 100 0 Hälsinge Wasatrafik AB (Stockholm) (Undergoing fusion) 556039-2622 0 1,550 0 100 0 AB Härnösandsbuss (Stockholm) (Undergoing fusion) 556029-8258 0 3,000 0 100 0 Karlstadsbuss AB (Stockholm) (Undergoing fusion) 556051-2039 4 3,000 0 100 3 AB Kristinehamns Omnibusstrafik (Stockholm) (Undergoing fusion) 556043-6445 1 9,000 0 100 1 Saltsjöbuss AB (Stockholm) 556210-1500 1 2,500 1 100 0 Swebus Service AB (Stockholm) (Undergoing fusion) 556041-6736 1 1,000 0 100 0 Swebus Västerås AB (Stockholm) (Undergoing fusion) 556115-9988 1 5,100 0 100 1 Tumlare Buss AB (Stockholm) (Undergoing fusion) 556068-5975 0 1,010 0 100 0 Wasatrafik AB (Stockholm) (Undergoing fusion) 556048-9188 0 2,400 0 100 0 Concordia Bus Nordic Holding AB (Stockholm) 1,756 Subsidiaries of Concordia Bus Nordic Holding AB: Operating companies Concordia Bus Nordic AB (Stockholm) Subsidiaries of Concordia Bus Nordic AB: Subsidiaries of Swebus AB: Swebus Serviceresor AB (Stockholm) Foreign subsidiaries Concordia Bus Finland Oy Ab (Helsinki) Subsidiaries of Concordia Bus Finland Oy Ab: Subsidiaries of Concordia Bus Norge AS: Concordia Bus (Norge) AS (Oslo) Concordia Bus Danmark A/S (Copenhagen) Property companies Swebus fastigheter AB (Stockholm) Subsidiaries of Swebus Fastigheter AB: Dormant companies Total 1,772 C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 notes 55 Note 15 Receivables from group companies Group SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 Historical cost Opening cost – – 221 The year’s change – – –96 211 10 Closing cost – – 125 221 Note 16 Other non-current receivables Group Other financial receivables, SEK M Parent Company 28 Feb 2009 29 Feb 2008 28 Feb 2009 Other non-current receivables 32 1 – 29 Feb 2008 – Total 32 1 – – Note 17 Inventories Group SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 Finished goods 41 36 – – Total 41 36 – – 29 Feb 2008 28 Feb 2009 The Group’s inventories consist primarily of fuel, representing 53 % (65 %) of the total value inventories and spare parts. Note 18 Trade receivables Group SEK M 28 Feb 2009 Trade receivables Provisions for doubtful debts Total Parent Company 29 Feb 2008 617 548 – – –5 –9 – – 612 539 – – Age structure of trade receivables Trade receivables 28 Feb 2009 Due during the reporting period Due within <30 days Due within 31–60 days Trade receivables 617 109 475 33 Total 617 109 475 33 SEK M Provisions for doubtful debts Group SEK M Opening balance The year’s reversals Credit losses The year’s provisions Total 28 Feb 2009 29 Feb 2008 –9 –8 5 3 –1 – – –4 –5 –9 Provisions for doubtful debts are based on individual assessment of the risk of loss per contract or country. C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 56 Notes Note 19 Deferred expenses and accrued income Group SEK M Parent Company 28 Feb 2009 29 Feb 2008 Accrued transport revenues – transport contracts 75 35 – – Other deferred expenses 99 68 1 1 174 103 1 1 Total 28 Feb 2009 29 Feb 2008 Accrued transport revenues refer mainly to earned but not yet invoiced compensation for transport services performed. Note 20 Cash and cash equivalents and blocked bank accounts Group SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 Cash and cash equivalents 417 455 11 53 Blocked bank accounts 141 74 41 1 The item cash and cash equivalents consist of the company’s checking accounts tied to the Group account, in which Concordia Bus Nordic AB is the principal account holder. Blocked bank accounts consist of deposits to secure bank guarantees and lease contracts. Among other things, bank guarantees have been furnished as security for Concordia Bus Nordic’s pension liability, Concordia Bus Norge AS’s obligations under transport contracts in Oslo, Swebus and Swebus Express’s obligations pursuant to the Transport Guarantee Act and Swebus AB’s obligations regarding electricity purchases. Swebus AB and Concordia Bus Danmark AS have deposited funds under lease contracts for buses. Note 21 Changes in equity Share capital According to the articles of association for Concordia Bus AB, the share capital shall amount to not less than SEK 15,000,000 and not more than SEK 60,000,000. The company’s shares are issued in two classes, common shares and preference shares. The common shares grant the right to one vote and the preference shares to onetenth of one vote each. All preference shares, 5,000,000 with a quota value of SEK 1 each, were issued at a price of SEK 102, and the common shares, 20,000,000 with a quota value of SEK 1 each, are fully paid up. There are share option programs for senior executives which can have a dilutive effect on the share capital. No treasury shares are held by the company or its subsidiaries. Each preference share entitles the holder to an annual dividend in an amount equal to 16.5% of SEK 102 plus accrued and capitalized but unpaid dividends at 5 January and 5 July. No dividends are paid on the common shares until those on the preference shares have been paid. In the event of the company’s dissolution or liquidation, amounts available for distribution to the company’s shareholders should be allocated as follows: • Firstly, to the holders of preference shares in an amount corresponding to accrued and capitalized but unpaid dividends on the preference shares for the period until the date of the decision to dissolve or liquidate the company. • Secondly, to the holders of preference shares in an amount corresponding to SEK 102 per preference share. • Thirdly, to the holders of preference shares in an amount corresponding to the premium that may be paid, whereby the date of the decision to dissolve or liquidate the company shall be the same as the date of the Board’s decision to redeem the shares. • • SEK 102 plus a premium corresponding to 1.0% of SEK 102, plus such accrued and capitalized but unpaid dividends, if the Board or Annual General Meeting decides on redemption during the period from 5 January 2009 to 4 January 2010. SEK 102 plus such accrued and capitalized but unpaid dividends, if the Board or Annual General Meeting decides on redemption during the period from 4 January 2010. Consequently, if redemption takes place on 1 February 2010 the redemption amount per preference share shall be SEK 102 plus accrued and capitalized but unpaid dividends. Concordia Bus’s total capital consists of equity and borrowed capital. The company’s objective is to generate profits for the shareholders by increasing the value of managed equity. Changes in the managed equity are shown below. There are no external capital requirements other than those set out in the Swedish Companies Act. Concordia Bus currently has no dividend policy. The conditions for borrowed capital are described in Note 25. Reconciliation of share capital, SEK M Opening balance Common shares Preference shares 20,000,000 Subscription for new shares Closing balance 5,000,000 227,650 – 20,227,650 5,000,000 See Note 7 for information about Option Program 3. The available amount then remaining for distribution is divided equally between the common shares. The preference share does not entail the right to redemption. If the company decides on the redemption of preference shares after 4 January 2010, redemption will take place at a price equal to the issue price of SEK 102 each. If redemption takes place prior to this date, it will take place at a higher predetermined price. The redemption about per preference share shall be; C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 Notes 57 Note 21 cont’d. Reserves The reserves reported in the Group consist of exchange rate differences arising on the translation of subsidiaries with a financial currency other than SEK. The Group’s accumulated foreign exchange gains/losses amount to SEK 73 million (35). The year’s change, SEK 38 million, is the combined effect of the Swedish krona’s change in value against EUR, DKK and NOK, on the translation of equity in foreign operations. The key actuarial assumptions used in calculation of the pension liability were as follows: SEK M The dividend is proposed by the Board in accordance with the Swedish Companies Act and is approved by the Annual General Meeting. The dividend is recognized by the Parent Company as a decrease in non-restricted equity only when the payment has been made to the shareholders. 4.2–4.5% Expected return on plan assets 3.77% 5.5% 2.6% 4.1% 3.14% 2.0% Expected annual rate of salary increase Pension expenses are included in personnel expenses, and consist of the following: Group SEK M Note 22 Earnings per share Average number of common shares during the period Reported profit/loss (SEK M) The year’s dividend Cumulative right to dividends on preference shares (SEK M) 1 March 2007– 29 Feb 2008 20,019 20,000 –239 –15 – – –94 –89 Adjusted profit/loss (SEK M) –333 –104 Earnings per share (SEK) –17 –5 Earnings per share are calculated by dividing profit/loss for the year adjusted for cumulative rights to dividends by the average number of common shares. Note 23 Provisions for pensions and similar commitments Group 28 Feb 2009 29 Feb 2008 28 Feb 2009 Opening balance 43 52 – – The year’s change 28 –9 1 – Closing balance 71 43 1 – The discount rate is based on the estimated discount rate on the yield produced by domestic government bonds. The annual rate of salary increase reflects expected future salary increases as a combined effect of inflation and years of service. The future pension increase rate reflects the expected percentage of employees, by age group, who will leave the company through natural attrition. The expected average remaining term of service is estimated based on the employees’ current age distribution and the expected employee turnover rate. Indexation of pension benefits reflects the inflationary rate in each country, Norway and Sweden. The Concordia Bus Group’s pension expenses amounted to SEK 134 million (133), of which SEK 0 million (–1) refers to defined benefit plans. C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 Interest expense 6 7 –9 –7 Actuarial gains/losses, net – –3 Prior service costs 1 – Social security contributions – – Net pension expense – –1 2 Specification of how the assets and liabilities recognized in the balance sheet are calculated: Group SEK M 28 Feb 2009 29 Feb 2008 Present value of defined benefit obligations that are fully or partly funded 166 138 Present value on balance sheet date of defined benefit obligations that are fully unfunded and secured through credit insurance 104 34 –2 15 Fair value of plan assets on the balance sheet date 29 Feb 2008 29 Feb 2008 2 Unrecognized actuarial gains/losses, net Parent Company 28 Feb 2009 Current service costs Expected return on plan assets Group 1 March 2008– 28 Feb 2009 29 Feb 2008 2.94% Expected rate of pension increase Dividend 28 Feb 2009 Discount rate –197 –145 Social security contributions – 1 Other – – 71 43 Net liability at end of year The year’s change in the pension liability: Group SEK M Net liability at beginning of year 28 Feb 2009 43 29 Feb 2008 52 Exchange rate difference – – Net pension expense for the period 1 –9 Expected pension expenses –13 – Social security contributions – – Other 40 – Net liability at end of year 71 43 58 Notes Note 23 cont’d. Breakdown of plan assets Note 24 Other provisions Actual market value of plan assets on the balance sheet date: Group SEK M 28 Feb 2009 Fixed-income securities, cash and cash equivalents Shares and other investments Total % Group 29 Feb 2008 % Other provisions, SEK M 28 Feb 2009 29 8 29 30 112 67 78 54 Provisions for damage to vehicles and third parties 54 33 67 46 Provisions for environmental obligations 166 100 145 100 Total The pension liabilities are secured partly through blocked bank accounts and partly through credit insurance. Given the applied actuarial assumptions, Concordia expects the following paid benefits over the coming five-year period. Group Expected paid benefits 8 7 66 45 Group Future payments Future payments, SEK M 29 Feb 2008 Provisions for onerous contracts 2009 2010 2011 2012 2013 32 31 27 27 27 Provisions for onerous contracts, SEK M 28 Feb 2009 29 Feb 2008 Opening balance 8 6 Reversal/payment –3 – The year’s provisions 24 2 Closing balance 29 8 Group Provisions for damage to vehicles and third parties, SEK M 28 Feb 2009 29 Feb 2008 Opening balance 30 40 Reversal/payment –2 –10 The year’s provisions Closing balance 1 – 29 30 Group Provisions for environmental obligations for leased land and facilities, SEK M 28 Feb 2009 29 Feb 2008 Opening balance 7 6 Reversal – – The year’s provisions 1 1 Closing balance 8 7 Note 25 Interest-bearing non-current liabilities Group SEK M Parent Company 28 Feb 2009 29 Feb 2008 – 1,220 – – 1,668 1,115 – – – –14 – – Total 1,668 2,321 – – Less, current portion –167 –107 – – Total 1,501 2,214 – – Bond loan “Senior Secured Notes” Finance lease liabilities Capitalized borrowing costs 28 Feb 2009 29 Feb 2008 Non-current liabilities include corporate bonds issued by Concordia Bus Nordic AB in an amount of EUR 130 million. The corporate bonds carry fixed interest at a rate of 9.125% that is paid semi-annually (on 1 February and 1 August). The corporate bonds mature in full for payment in August 2009. In connection with the issuance of corporate bonds for a total of EUR 130 million, Concordia Bus Nordic AB and its subsidiaries have undertaken to fulfil a number of financial covenants. Among other things, these financial covenants mean that Concordia Bus Nordic AB and its subsidiaries have limited opportunities to raise additional loans, enter into finance lease or sale and leaseback contracts, carry out certain types of investments and divest assets. Furthermore, these covenants create certain restrictions on payment of dividends by Concordia Bus Nordic AB and its subsidiaries. See also Note 31 regarding the company’s financing. All of these covenants were fulfilled at 28 February 2009 and during the financial year. Capitalized borrowing costs refer to expenses arising in connection with raising of loans. These are expensed on a straight-line basis over the term of a loan, unless the loan is redeemed in advance, in which case the capitalized charge is expensed in full. C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 Notes 59 Note 25 cont’d. Non-current liabilities will be repaid according to the following: Group 28 Feb 2009 Within 1 year Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 1,652 107 – – Within 1–3 years 335 1,430 – – Within 3–5 years 350 229 – – Within 5–6 years 353 235 – – After 6 years 463 320 – – 3,153 2,321 – – –1,652 –107 – – 1,501 2,214 – – Total borrowings Less, current portion Non-current portion of borrowings Interest rate and currency composition of borrowings Loan currency Nominal amount Amount in SEK M Interest, weighted average value Corporate bonds, EUR Finance lease liabilities, SEK Total loan liability 130 1,489 9.125 1,668 1,668 4.58 3,157 Note 26 Other current liabilities Group SEK M 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 29 Feb 2008 Employee withholding tax 58 54 1 – Other current liabilities 96 80 – – 154 134 1 – Total Note 27 Accrued expenses and prepaid income Group SEK M Parent Company 28 Feb 2009 29 Feb 2008 Prepaid income – transport contracts 126 165 – – Accrued payroll costs 252 242 2 3 Other accrued personnel expenses 158 106 1 1 11 9 – – Other accrued expenses 210 146 1 – Total 757 668 4 4 29 Feb 2008 28 Feb 2009 Accrued interest expenses 28 Feb 2009 29 Feb 2008 Note 28 Pledged assets and contingent liabilities Group SEK M 28 Feb 2009 Parent Company 29 Feb 2008 Pledged assets for bond loans Pledged assets pertaining to shares/net assets in subsidiaries 727 830 – – Other pledged assets 634 687 – – Floating charges 119 117 – – – – 1,824 1,242 1,480 1,634 1,824 1,242 Other pledged assets and contingent liabilities Lease obligations Total C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 60 Notes Note 28 cont’d. Aside from the above, Concordia Bus AB is guarantor for Swebus AB’s transport obligations to Storstockholms Lokaltrafik. Concordia Bus Nordic AB is guarantor for Concordia Bus Finland Oy Ab’s transport obligations to YTV. As collateral for the corporate bonds of EUR 130 million, Concordia Bus Nordic AB has pledged the shares in the operating subsidiaries, foreign subsidiaries and property companies, the buses owned by Swebus Busco AB and Concordia Bus Norge AS and Concordia Bus Norge’s operating receivables and equipment. Furthermore, the subsidiaries have granted chattel mortgages in an amount of SEK 119 million as collateral, and have furnished guarantees for the Parent Company’s obligations under the corporate bonds. • • • • • • • • • • • • • • • • • • • The following shares in subsidiaries had been furnished as security at 28 February 2009: Concordia Bus Nordic AB, Swebus Fastigheter AB, Swebus AB, Concordia Bus Finland Oy Ab, Swebus Busco AB, Concordia Bus Norge AS, Swebus Express AB, Alpus AB, Enköping-Bålsta Fastighets AB, Malmfältens Omnibus AB; Derivatives contracts Currency derivatives (forward exchange contracts and currency swaps) entered into in order to hedge currency exposure in interest payments on the bond loan are reported according to hedge accounting, i.e. the profit/loss effects attributable to the derivative instruments are recognized on the same date as the foreign exchange effects on the underlying commercial flow are realized. Outstanding currency derivatives that do not meet the criteria for hedge accounting are measured at fair value with fair value changes through other financial items in the income statement. Interest rate derivatives (interest rate caps) entered into in order to achieve the desired fixed interest period in lease liabilities are reported according to hedge accounting, i.e. the profit/loss effects attributable to the derivative instruments are recognized on the same date as the underlying item. Interest derivatives that do not meet the criteria for hedge accounting are measured at fair value with fair value changes through other financial items in the income statement. In connection with issuance of the corporate bonds, the following shares in subsidiaries have been pledged: Shares in Swebus Fastigheter AB Shares in Swebus AB 28 Feb 2009 Parent Company 29 Feb 2008 28 Feb 2009 The Concordia Bus Group is mainly exposed to the following risks: • Interest rate risk • Refinancing risk • Credit and counterparty risk • Currency risk • Raw material risk • Inflation • Operating risks Hedging policy The company’s hedging policy is designed to ensure predictability and reduce volatility in liquidity and operating expenses in a cost-effective manner. The hedging policy states that the company shall enter into hedge contracts for fuel, currency and interest rate exposure. The following assets were pledged at 28 February 2009: Alpus AB has pledged floating charges in an amount of SEK 600,000; Enköping-Bålsta Fastighets AB has pledged floating charges in an amount of SEK 2,400,000; Malmfältens Omnibus AB has pledged floating charges in an amount of SEK 2,500,000; Concordia Bus Finland Oy Ab has pledged floating charges in an amount of EUR 1,194,134; Swebus AB has pledged floating charges in an amount of SEK 100,000,000; Swebus Busco AB has pledged its buses in a total amount of SEK 378,569,479; Concordia Bus Norge AS has pledged its assets in a total amount of SEK 192,633,508. Group Note 29 Financing and financial risk management All risk management is handled centrally in accordance with a finance policy established by the Board of Directors. Th e Concordia Bus Group uses derivative instruments as part of its financial risk management to limit currency, interest rate and diesel price exposure. At 28 February 2009 the company had no derivative instruments pertaining to currency and raw material risks, since the company had not received the necessary credits to enter into derivative contracts. 29 Feb 2008 21 21 – – 268 245 – – Shares in Swebus Express AB 11 13 – – Shares in Concordia Bus Finland Oy Ab 49 36 – – Shares in Swebus Busco AB 27 171 – – Shares in Concordia Bus Norge AS 351 344 – – Total 727 830 – – Interest rate risk Interest rate risk refers the risk that movements in market interest rates will negatively affect the Group’s net interest income. The rate at which interest rate fluctuations affect net interest income depends on the fixed interest period of the loans. The Group is primarily exposed to interest rate risk through the company’s finance and operating leases. The lease charges are based, among other things, on a variable market rate of interest. An increase in the variable interest rate by 1 percentage point would increase the Group’s interest expenses by approximately SEK 31 million. In order to reduce interest rate exposure, Concordia Bus AB has entered into interest rate derivatives which fixed the interest rate for a portion of the interest liability. At 28 February 2009 there were not outstanding interest rate derivatives. Refinancing risk Refinancing risk refers the risk that the Group will be unable to obtain new financing when the existing financing matures. The Group is exposed to significant refinancing risk at 1 August 2009 when the Group’s EUR 130 million bond loan matures. According to the company’s assessment, this risk is substantially limited in that the Group’s bond holders and shareholders are largely the same, and therefore have a strong incentive to provide new financing. Credit and counterparty risk The Group’s financial transactions give rise to credit risks in relation to financial counterparties. Concordia Bus’s finance policy states that credit risk shall be limited by only accepting counterparties with high credit ratings and through established limits. Commercial credit risks are limited in that the Group has a diversified customer base with high credit ratings. Provisions have been made for trade receivables deemed as doubtful, and have affected operating profit/loss. C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 Notes 61 Note 29 cont’d. Currency risk Currency exposure arises in connection with payment flows in foreign currency (transaction exposure) and on the translation of foreign subsidiaries’ income statements and balance sheets to SEK (translation exposure). Transaction exposure – Th e Concordia Bus Group is exposed to exchange rate movements on its bond loan, which was raised in an amount of EUR 130 million. The Group’s finance policy states that all currency exposure for the coming 12 months shall be hedged. At 28 February 2009 there were no such currency hedges outstanding. A decrease of 10% in the value of the Swedish krona against the euro would increase the Group’s interest expense by SEK 11.9 million per year (EUR 5.9 million twice a year), and would affect profit through an increase of SEK 130 in the face value in Swedish kronor, to be recognized as an unrealized foreign exchange loss until actual repayment of the bond loan takes place. The Group is also exposed to exchange rate movements through its purchases of diesel. Diesel is traded in the international commodities markets in US dollars. See also under “Raw material risk”. Translation exposure – Concordia Bus’s currency exposure on translation of foreign subsidiaries is normally not hedged. Raw material risk The Group is exposed to movements in raw materials through its purchases of diesel. Diesel is traded in the international commodities market. Through revenue indices in its contracts with public transport authorities, the Group is partly compensated for fluctuations in diesel prices. According to internal calculations, this index compensation reduces exposure to diesel price fluctuations by close to 80%. The Concordia Group has hedged the non-indexed portion of the diesel cost during the financial year with diesel caps, but had no outstanding diesel derivatives at 28 February 2009. Based on the budgeted diesel consumption and the estimated index compensation, an increased of USD 10 in the diesel price per tonne would increase the net diesel cost by approximately SEK 1.2 million for the following financial year. Inflation Inflation had no significant impact on operations during the year. Since the terms of the contracts include compensation for costs through the agreed indices (which include inflation), which do not exactly follow the cost trend in the industry, full compensation is currently not received for cost increases since the industry’s costs are rising faster than the amount of compensation received through indexation from the public transport authorities. Operating risks Operating risk is the risk for a loss due to shortcomings in internal routines and systems. Concordia Bus’s risk management is based on a number of internally established rules and guidelines, as well as policies adopted by the Board. Key normative documents include the finance policy, instructions for authorization and other instructions. The company carries out continuous controls to regulate and secure powers and responsibilities in day-to-day operations. The subsidiaries have their own instructions which are based on the rules applied by the Parent Company. Note 30 Financial instruments Group Financial assets, SEK M Carrying amount 28 Feb 2009 29 Feb 2008 Loans and receivables Non-current receivables 32 1 Trade receivables 612 539 Other receivables 77 48 Financial assets and liabilities at fair value through profit or loss Total Group C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 – – 721 588 Group Financial liabilities, SEK M Other financial liabilities Interest-bearing liabilities, pensions Carrying amount 28 Feb 2009 29 Feb 2008 71 43 3,153 2,311 Trade payables 264 199 Other liabilities 155 134 Interest-bearing liabilities, loans Financial assets and liabilities at fair value through profit or loss Total Group Parent Company Financial assets, SEK M – – 3,643 2,687 Carrying amount 28 Feb 2009 29 Feb 2008 Loans and receivables Receivables from group companies, interest-bearing Other receivables Financial assets and liabilities at fair value through profit or loss Total Group Parent Company Financial liabilities, SEK M 183 260 10 2 – – 193 262 Carrying amount 28 Feb 2009 29 Feb 2008 Other financial liabilities Liabilities to group companies, interest-bearing 1 3 Other liabilities 1 1 Financial assets and liabilities at fair value through profit or loss – – Total Group 2 4 Fair value The carrying amounts of financial assets and liabilities essentially correspond to their fair values. Fair value is determined on the basis of official market quotes on the balance sheet date. If none such exist, fair value is determined through discounting of future cash flow by the listed market interest rate for the respective maturities or through some other method which is deemed to provide the best estimated of fair value in each individual case. Financial assets and liabilities are translated to SEK at the exchange rate prevailing on the balance sheet date. In the spring of 2003 the subsidiary Concordia Bus Nordic AB issued a bond loan in a nominal amount of EUR 130 million. The interest yield on the bond capital is 9.125% per year. Since the time of issue, organized trading of the bonds has been conducted. Th e traded fair value of the bonds indicates a value at least equal to the nominal amount. 62 Notes Note 31 Related party transactions One member of Concordia Bus AB’s Board of Directors has been appointed by Blue Bay Asset Management, which holds approximately 27% of the shares in Concordia Bus AB. This individual has not received any fees in her capacity as Board member. Concordia Bus Nordic AB has a debt to Concordia Bus AB amounting to SEK 121 million. Interest of SEK 22 million (4) was capitalized during the year. The Group has share option programs (3) that cover the Parent Company’s Board of Directors, 241,875 options, and senior executives, 661,151 options. The senior executives are the Parent Company’s President and CFO and the presidents of the subsidiaries. All share options have been valued according to the Black & Scholes method, and each share option grants the right to subscribe for one new share in the company. e share options correspond to an increase of 3.7% in the share capital. With regard to other remuneration to the Board of Directors and senior executives, see Note 7. Note 32 Exchange rates Average 1 March 2008– 28 Feb 2009 Exchange rates Balance sheet date 1 March 2007– 29 Feb 2008 28 Feb 2009 29 Feb 2008 EUR 9.8508 9.3664 11.458 9.3825 NOK 1.1736 1.1782 1.2990 1.1895 DKK 1.3213 1.2566 1.5380 1.2590 Stockholm, 8 May 2009 Jan Sjöqvist Board Chairman Gina Germano Rolf Lydahl Jan Sundling Ragnar Norbäck President and CEO Our audit report was submitted on 11 May 2009 Ernst & Young AB Erik Åström Authorized Public Accountant C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 63 Audit report To the annual meeting of the shareholders of Concordia Bus AB Corporate identity number 556576-4569 We have audited the annual accounts, the consolidated accounts, the accounting records and the administration of the board of directors and the managing director of Concordia Bus AB for the year 1 March 2008 – 28 February 2009. The annual accounts and the consolidated accounts of the company are included in the printed version of this document on pages 30–62. The board of directors and the managing director are responsible for these accounts and the administration of the company as well as for the application of the Annual Accounts Act when preparing the annual accounts and the application of international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act when preparing the consolidated accounts. Our responsibility is to express an opinion on the annual accounts, the consolidated accounts and the administration based on our audit. We conducted our audit in accordance with generally accepted auditing standards in Sweden. Those standards require that we plan and perform the audit to obtain reasonable assurance that the annual accounts and the consolidated accounts are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting principles used and their application by the board of directors and the managing director and significant estimates made by the board of directors and the managing director when preparing the annual accounts and consolidated accounts as well as evaluating the overall presentation of information in the annual accounts and the consolidated accounts. As a basis for our opinion concerning discharge from liability, we examined significant decisions, actions taken and circumstances of the company in order to be able to determine the liability, if any, to the company of any board member or the managing director. We also examined whether any board member or the managing director has, in any other way, acted in contravention of the Companies Act, the Annual Accounts Act or the Articles of Association. We believe that my our audit provides a reasonable basis for our opinion set out below. The annual accounts have been prepared in accordance with the Annual Accounts Act and give a true and fair view of the company’s financial position and results of operations in accordance with generally accepted accounting principles in Sweden. The consolidated accounts have been prepared in accordance with the international financial reporting standards IFRSs as adopted by the EU and the Annual Accounts Act and give a true and fair view of the group´s financial position and results of operations. The statutory administration report is consistent with the other parts of the annual accounts and the consolidated accounts. We recommend to the annual meeting of shareholders that the income statements and balance sheets of the parent company and the group be adopted, that the profit of the parent company be dealt with in accordance with the proposal in the administration report and that the members of the board of directors and the managing director be discharged from liability for the financial year. Stockholm, 11 May 2009 Ernst & Young AB Erik Åström Authorized Public Accountant C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 64 Glossary Client/Public transport authority A public sector authority that has been given responsibility for organizing procurement of public transport services in a certain area, normally a county. Awards transport contracts after evaluation of submitted bids. Concession Transport contract awarded to a certain operator by a public transport authority without competitive tendering. Not possible after deregulation of the public transport market. Customers Passengers, i.e. those who use our services regardless of whether they pay for the trip directly or via a public transport authority. Euro0-Euro5, EEV Different generations of emissions classes for diesel engines. Express bus Scheduled long-distance transports that cross at least one county line. In connection with permitting, the affected public transport authorities have an objectionary right. An independent operator’s revenue comes exclusively from the passengers. Gross cost contracts A transport contract in which the client compensates the operator only for the number of kilometers or hours driven. Ticket revenues go to the client. Definitions Incentive contract A transport contract in which the client provides the operator with a certain share of variable compensation. Based on mutual trust and aimed at achieving better results through higher quality and efficiency. The amount of compensation to the operator increases in proportion to the number of passengers. Average number of employees The number of hours paid divided by normal working hours for a full-time employee. Indexation Recalculation of fixed compensation per kilometer or hour for a new period under a transport contract based on a weighted index for inflation in cost categories that are significant for the operation in question. Equity/assets ratio Shareholders’ equity as a percentage of total assets at the end of the fiscal year. Net cost contract A transport contract in which the client compensates the operator primarily through ticket revenues. Operator A provider of public transport services. Earnings per share Profit for the year adjusted for dividends on preference shares divided by the average number of common shares. Fully diluted earnings per share Profit for the year adjusted for dividends on preference shares divided by the average weighted number of common shares. Net investments Acquisition cost of investments in fixed assets less sales value of divested fixed assets. Other operating revenue Sales of primarily fuel and workshop services to external customers. Transport contract An agreement between a client and a contractor to perform a specific service at a pre-agreed price. At Concordia Bus a contract with a public transport authority, normally for a period of 5–8 years, to produce public transports at a fixed price with agreed indexation conditions. C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 65 Addresses Concordia Bus AB Armégatan 38 SE-171 71 SOLNA Sweden Swebus AB Armégatan 38 SE-171 71 SOLNA Sweden Concordia Bus Nordic Holding AB Armégatan 38 SE-171 71 SOLNA Sweden Concordia Bus Danmark A/S Malervangen 9 DK-2600 GLOSTRUP Denmark Concordia Bus Norge AS Lysaker Torg 12 Postboks 54 N-1324 LYSAKER Norway Concordia Bus Finland OY Klovinpellontie 5 FIN-02180 ESPOO Finland Swebus Express AB Armégatan 38 SE-171 71 SOLNA Sweden Concordia Bus Fleet AB Armégatan 38 SE-171 71 SOLNA Sweden Concordia Bus Nordic AB Armégatan 38 SE-171 71 SOLNA Sweden Production: Concordia Bus in assocation with n3 Kommunikation. Printing: Strokirk-Landströms, 2009. Translation: GH Language Solutions. The annual report is printed on environmentally friendly FSC-labelled paper. The Forest Stewardship Council (FSC) promotes environmentally appropriate,socially beneficial and economically viable management of the world’s forests BV-COC-070410 C O N C O R D I A B U S | A nnua l R e p or t 2 0 0 8 / 2 0 0 9 EVERYONE WANTS TO TRAVEL WITH US Concordia Bus AB Armégatan 38 SE-171 71 Solna Sweden Telephone +46 8 410 650 00 Fax +46 8 27 23 03 www.concordiabus.com