SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN
NOBINA AB (PUBL) Joint Global Coordinators and Joint Bookrunners
Joint Bookrunner
TABLE OF CONTENTS
Supplementary Prospectus
1
Summary
2
Selected consolidated historical information and other information
6
Operational and financial review
10
Capitalisation, indebtedness and other financial information
15
Legal considerations and supplementary information
17
Financial statements
F-1
SUPPLEMENTARY PROSPECTUS
SUPPLEMENTARY PROSPECTUS This document (the “Supplementary Prospectus”) has been prepared by Nobina AB (publ) (a Swedish public limited liability company) (“Nobina” or the “Company”) as a supplement to the prospectus regarding an invitation to subscribe for shares in Nobina AB (publ), which was approved by and registered with the Swedish Financial Supervisory Authority (the “SFSA”) on 3 June 2015 (with the SFSA’s journal number (Sw. diarienummer) 15-6468) and published the same day (the “Prospectus”). This Supplementary Prospectus constitutes a part of, and shall be read together with, the Prospectus. All definitons in the Prospectus also apply to this Supplementary Prospectus. The Supplementary Prospectus has been prepared in connection with the Company’s interim report for the first quarter of FY15/16 (1 March – 31 May 2015), which was published on 15 June 2015 (the “Interim Report”). The Supplementary Prospectus has been prepared in accordance with Chapter 2, Section 34 of the Swedish Financial Instruments Trading Act (Sw. lagen (1991:980) om handel med finansiella instrument) (the “Trading Act”) and has been approved by and registered with the SFSA on 15 June 2015 (with the SFSA’s journal number 15-8530). The Supplementary Prospectus was published on 15 June 2015. The press releases by which such information has been made public were published on 15 June 2015 on the Company’s website (www.nobina.com). The Supplementary Prospectus and the Prospectus are available electronically at the SFSA’s and the Company’s websites at www.fi.se and www.nobina.com, respectively. Investors who, prior to the publication of this Supplementary Prospectus, have submitted an application, or otherwise consented, to purchase Shares in the Offer have the right to withdraw their application or consent within two business days of the publication of the Supplementary Prospectus (i.e. by 17 June 2015), pursuant to Chapter 2, Section 34 of The Trading Act. Withdrawal must be made in writing to Danske Bank A/S, Danmark, Sverige Filial, Payment & Asset Services, Box 7523, SE-103 92 Stockholm. Investors who have applied for Shares through a nominee must contact the nominee regarding withdrawal. Applications that are not withdrawn will remain binding. Investors who wish to remain purchasers of Shares need not take any action. For complete terms and conditions and other information about the Offer (including certain selling and transfer restrictions), reference is made to the Prospectus, which is available along with the Supplementary Prospectus at the above mentioned websites. All conditions for completion of the Offer described in this Prospectus continue to apply and the Offer may therefore be subject to revocation. By this Supplementary Prospectus, the Prospectus is updated as follows.
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
1
SUMMARY
SUMMARY The information below supplements element B.7 of the section titled “Summary” in the Prospectus.
SECTION B – ISSUER AND ANY GUARANTOR B.7
Selected historical financial information
The selected consolidated financial data for the first quarter of FY15/16 and FY14/15 (1 March – 31 May 2015 and 1 March – 31 May 2014) has been derived from the Interim Report. The Interim Report is prepared in accordance with IAS 34 and the Swedish Annual Accounts Act (Sw. Årsredovisningslagen) and has been reviewed by PwC, as set forth in their review report included elsewhere herein. Summary of consolidated income statement For the first quarter of the financial year (SEK million)
15/16
14/15
Net sales
1,995
1,886
Fuel, tyres and other consumables
–418
–427
Other external expenses
–296
–287
–1,132
–982
Operating expenses
Personnel costs Capital losses from the disposal of non-current assets Depreciation/amortisation and impairment of PPE and intangible assets Operating profit/loss
0
–4
–135
–127
14
59
Profit from net financial items Financial income
1
3
Financial expense
–46
–78
Net financial items
–45
–75
Profit/loss before tax (EBT)
–31
–16
Tax Profit/loss for the period
2
–2
–7
–33
–23
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
SUMMARY
B.7
Selected historical financial information cont.
Summary of the consolidated balance sheet As of 31 May (SEK million)
2015
2014
586
590
ASSETS Non-current assets Intangible assets Goodwill Other intangible assets Total intangible assets
14
21
600
611
Property, plant and equipment Costs for improvements on third-party properties
20
16
Equipment, tools, fixtures and fittings
64
50
Vehicles
4,238
3,914
Total property, plant and equipment
4,322
3,980
Financial assets Total financial assets
92
118
Total financial assets
92
118
5,014
4,709
Total non-current assets Current assets Trade receivables
518
475
Other current assets
519
984
Cash and cash equivalents
413
198
Total current assets
1,450
1,657
TOTAL ASSETS
6,464
6,366
274
206
3,110
3,443
SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity attributable to parent Company shareholders Non-current liabilities Borrowing Other non-current liabilities Total non-current liabilities
159
133
3,269
3,576
Current liabilities Accounts payable Borrowing Other current liabilities
422
366
1,166
1,048
164
155
1,169
1,015
Total current liabilities
2,921
2,584
Total liabilities
6,190
6,160
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
6,464
6,366
Accrued expenses and deferred income
Summary of consolidated cash flow statement For the first quarter of the financial year (SEK million)
15/16
14/15
Cash flow from operating activities
156
99
Cash flow from investing activities
–4
–478
Cash flow from financing activities
–190
266
Cash flow for the period
–38
–113
Cash and cash equivalents at the beginning of the period
453
309
Cash and cash equivalents at the end of the period
413
198
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
3
SUMMARY
B.7
Selected historical financial information cont.
Summary of key performance indicators For the first quarter of the financial year (SEK million, unless otherwise stated) EBITDA
1), 6)
EBITDA margin (%)2)
15/16
14/15
149
190
7.5
10.1
241
190
Adjusted EBITDA margin (%)2)
12.1
10.1
EBITDAR3), 6)
165
220
EBITDAR margin (%) 4)
8.3
11.7
Adjusted EBITDA1), 7)
Adjusted EBITDAR3), 7)
257
220
Adjusted EBITDAR margin (%) 4)
12.9
11.7 –92
Equity free cash flow 8)
–31
Equity/assets ratio (%)
4.3
3.2
Equity
274
206
3,323
3,345
Number of buses Net sales/bus Adjusted profit/loss before tax (EBT) 5) Average number of employees
0.6
0.6
61
–16
8,054
6,803
1) The Company defines EBITDA as profit/loss for the year before net financial items, tax, depreciation/amortisation and impairment of PPE and intangible assets and capital losses from the disposal of non-current assets. Adjusted EBITDA is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 2) The Company defines EBITDA margin as EBIDTA in relation to net sales. The Company defines adjusted EBITDA margin as adjusted EBITDA in relation to net sales. 3) The Company defines EBITDAR as profit/loss for the year before net financial items, tax, depreciation/amortisation and impairment of PPE and intangible assets, capital losses from the disposal of non-current assets and operating lease costs. Adjusted EBITDAR is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 4) The Company defines EBITDAR margin as EBITDAR in relation to net sales. The Company defines adjusted EBITDAR margin as adjusted EBITDAR in relation to net sales. 5) Adjusted EBT is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 6) EBITDA and EBITDAR are non-IFRS measures and are not substitutes for any IFRS measure. Nobina uses these measures for many purposes in managing and directing the Company. The reconciliation of profit/loss for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 to EBITDA and EBITDAR is as follows: For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
14/15
Profit/loss for the period Tax Net financial items Depreciation/amoritisation and impairment of PPE and intangible assets Capital losses from the disposal of non-current assets
–33 2 45 135 0
–23 7 75 127 4
EBITDA Operating lease costs
149 16
190 30
EBITDAR
165
220
7) Adjusted EBITDA and adjusted EBITDAR are non-IFRS measures and are not substitutes for any IFRS measure. Nobina uses these measures for many purposes in managing and directing the Company. The reconciliation of operating profit/loss for the first quarter of FY15/16 and FY14/15 to adjusted EBITDA and adjusted EBITDAR is as follows: For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
14/15
Profit/loss for the period Tax Net financial itemsa Depreciation/amoritisation and impairment of PPE and intangible assets Capital losses from the disposal of non-current assets
–33 2 45 135 0
–23 7 75 127 4
EBITDA
149
190
Transaction costs
37
–
Costs related to management incentive programme
55
–
Adjusted EBITDA Operating lease costs Adjusted EBITDAR
4
241
–
16
30
257
220
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
SUMMARY
B.7
Selected historical financial information cont.
Summary of key performance indicators, cont. 8) The Company defines equity free cash flow as cash flow for the year before certain cash flow items from financing activities, certain cash flow items from operating activities and financial expense (from the income statement), all of which relate to the Company’s bond or incentive programme. The reconciliation of cash flow for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 to equity free cash flow, EBITDA and EBITDAR is as follows: For the first quarter of the financial year (SEK million) Cash flow for the period Cash flow from financing activities New share issue New issue of shares (to bond holders) Borrowing expenses
15/16
14/15
–38
–113
5 – –
– – 15
New borrowing, other external loans New borrowing, including payment of old bonds (SEK 67 million) New issue of shares to senior executive Amortisation of bond loan and other external loans Cash flow from operating activities Adjustments for non-cash items Other items Changes in provisions, pensions, etc. Financial expense (from cash flow statement) Unrealised foreign exchange gains/losses Financial expense (from income statement)
– –1 6
– –483 – 485
5 1 –55 – 46
4 –3 –70 –5 78
Equity free cash flow Cash taxes Net financials (excluding financial leasing interest expense) a) Change in restricted cash Asset disposals
–31 – 24 –9 –3
–92 – 34 –35 –1
Underlying cash flow Lease payments b)
–19 174
–94 165
Underlying cash flow before lease payments Cash-financed capital expenditure c) Debt-financed new vehicles c) New vehicle investments c) Change in net working capital
155 8 –49 39 –4
71 29 –52 52 90
EBITDA Operating lease cost
149 16
190 30
EBITDAR
165
220
a) Includes interest paid, received interest income less finance lease interest expense. b) Includes amortisation of finance lease liability and finance lease interest expense. c) The Company’s investments mainly relate to purchases of vehicles. New vehicles are principally financed with asset-backed debt financing, of which the vast majority under finance lease arrangements. The following table illustrates Nobina’s investments for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 and sources of financing: For the first quarter of the financial year (SEK million)
15/16
14/15
Uses Intangible assets Cost for improvements on third-party properties Equipment, tools, fixtures and fittings Vehicles Total tangible assets
– – –8 –39 –47
–4 –1 –23 –53 –81
Total procurement of intangible and intangible assets
–47
–81
31 18 49
52 – 52
Cash-financed capital expenditure Cash-financed capital expenditure as a percentage of net sales (%)
– –
–29 1.5
Vehicles Debt-financed new vehicles
– –
–1 –
Net cash-financed vehicle capital expenditure
–
–1
Sources New finance leases Asset-backed financed vehicles Debt-financed new vehicles
Recent developments
Since 31 May 2015, the Company has signed an extension of a PTA contract with Länstrafiken Sörmland for an additional 3 years covering 132 buses. 120 of these buses will be converted into environmentally friendly buses based on RME (rapeseed) diesel.
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
5
SELECTED CONSOLIDATED HISTORICAL INFORMATION AND OTHER INFORMATION
SELECTED CONSOLIDATED HISTORICAL INFORMATION AND OTHER INFORMATION The information below supplements the section titled “Selected consolidated historical information and other information” in the Prospectus. The introduction on page 53 of the Prospectus is supplemented with the following information. The selected consolidated historical financial data for the first quarters of FY15/16 and FY14/15 (1 March – 31 May 2015 and 1 March – 31 May 2014) has been derived from the Interim Report. The Interim Report is prepared in accordance with IAS 34 and the Swedish Annual Accounts Act (Sw. Årsredovisningslagen) and has been reviewed by PwC, as set forth in their review report included elsewhere herein. The table on pages 53–56 of the Prospectus is supplemented with the following information. SELECTED CONSOLIDATED INCOME STATEMENT DATA For the first quarter of the financial year (SEK million)
15/16
14/15
Net sales
1,995
1,886
Fuel, tyres and other consumables
–418
–427
Other external expenses
–296
–287
–1,132
–982
Operating expenses
Personnel costs Capital losses from the disposal of non-current assets Depreciation/amortisation and impairment of PPE and intangible assets Operating profit/loss
0
–4
–135
–127
14
59
Profit from net financial items Financial income
1
3
Financial expense
–46
–78
Net financial items
–45
–75
Profit/loss before tax (EBT)
–31
–16
Tax Profit/loss for the period
6
–2
–7
–33
–23
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
SELECTED CONSOLIDATED HISTORICAL INFORMATION AND OTHER INFORMATION
SELECTED CONSOLIDATED BALANCE SHEET DATA As of 31 May (SEK million)
2015
2014
586
590
ASSETS Non-current assets Intangible assets Goodwill Other intangible assets Total intangible assets
14
21
600
611
Property, plant and equipment Costs for improvements on third-party properties
20
16
Equipment, tools, fixtures and fittings
64
50
Vehicles
4,238
3,914
Total property, plant and equipment
4,322
3,980
Financial assets Total financial assets
92
118
Total financial assets
92
118
5,014
4,709
Total non-current assets Current assets Trade receivables
518
475
Other current assets
519
984
Cash and cash equivalents
413
198
Total current assets
1,450
1,657
TOTAL ASSETS
6,464
6,366
274
206
3,110
3,443
SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity attributable to parent Company shareholders Non-current liabilities Borrowing Other non-current liabilities Total non-current liabilities
159
133
3,269
3,576
Current liabilities Accounts payable Borrowing Other current liabilities
422
366
1,166
1,048
164
155
1,169
1,015
Total current liabilities
2,921
2,584
Total liabilities
6,190
6,160
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
6,464
6,366
Accrued expenses and deferred income
SELECTED CONSOLIDATED CASH FLOW STATEMENT DATA For the first quarter of the financial year (SEK million)
15/16
14/15
Cash flow from operating activities
156
99
Cash flow from investing activities
–4
–478
Cash flow from financing activities
–190
266
Cash flow for the period
–38
–113
Cash and cash equivalents at the beginning of the period
453
309
Cash and cash equivalents at the end of the period
413
198
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
7
SELECTED CONSOLIDATED HISTORICAL INFORMATION AND OTHER INFORMATION
SELECTED KEY PERFORMANCE INDICATORS For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
EBITDA
1), 6)
EBITDA margin (%)2) Adjusted EBITDA1), 7)
14/15
149
190
7.5
10.1
241
190
Adjusted EBITDA margin (%)2)
12.1
10.1
EBITDAR3), 6)
165
220
EBITDAR margin (%) 4)
8.3
11.7
Adjusted EBITDAR3), 7)
257
220
Adjusted EBITDAR margin (%) 4)
12.9
11.7 –92
Equity free cash flow 8)
–31
Equity/assets ratio (%)
4.3
3.2
Equity
274
206
3,323
3,345
Number of buses Net sales/bus
0.6
0.6
Adjusted profit/loss before tax (EBT) 5)
61
–16
8,054
6,803
Average number of employees
1) The Company defines EBITDA as profit/loss for the year before net financial items, tax, depreciation/amortisation and impairment of PPE and intangible assets and capital losses from the disposal of non-current assets. Adjusted EBITDA is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 2) The Company defines EBITDA margin as EBIDTA in relation to net sales. The Company defines adjusted EBITDA margin as adjusted EBITDA in relation to net sales. 3) The Company defines EBITDAR as profit/loss for the year before net financial items, tax, depreciation/amortisation and impairment of PPE and intangible assets, capital losses from the disposal of non-current assets and operating lease costs. Adjusted EBITDAR is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 4) The Company defines EBITDAR margin as EBITDAR in relation to net sales. The Company defines adjusted EBITDAR margin as adjusted EBITDAR in relation to net sales. 5) Adjusted EBT is calculated by excluding the non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme. 6) EBITDA and EBITDAR are non-IFRS measures and are not substitutes for any IFRS measure. Nobina uses these measures for many purposes in managing and directing the Company. The reconciliation of profit/loss for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 to EBITDA and EBITDAR is as follows: For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
14/15
Profit/loss for the period Tax Net financial items Depreciation/amoritisation and impairment of PPE and intangible assets Capital losses from the disposal of non-current assets
–33 2 45 135 0
–23 7 75 127 4
EBITDA Operating lease costs
149 16
190 30
EBITDAR
165
220
7) Adjusted EBITDA and adjusted EBITDAR are non-IFRS measures and are not substitutes for any IFRS measure. Nobina uses these measures for many purposes in managing and directing the Company. The reconciliation of operating profit/loss for the first quarter of FY15/16 and FY14/15 to adjusted EBITDA and adjusted EBITDAR is as follows: For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
14/15
Profit/loss for the period Tax Net financial itemsa Depreciation/amoritisation and impairment of PPE and intangible assets Capital losses from the disposal of non-current assets
–33 2 45 135 0
–23 7 75 127 4
EBITDA
149
190
Transaction costs
37
–
Costs related to management incentive programme
55
–
Adjusted EBITDA Operating lease costs Adjusted EBITDAR
241
–
16
30
257
220
cont. next page
8
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
SELECTED CONSOLIDATED HISTORICAL INFORMATION AND OTHER INFORMATION
8) The Company defines equity free cash flow as cash flow for the year before certain cash flow items from financing activities, certain cash flow items from operating activities and financial expense (from the income statement), all of which relate to the Company’s bond or incentive programme. The reconciliation of cash flow for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 to equity free cash flow, EBITDA and EBITDAR is as follows: For the first quarter of the financial year (SEK million)
15/16
14/15
Cash flow for the period Cash flow from financing activities New share issue New issue of shares (to bond holders) Borrowing expenses New borrowing, other external loans New borrowing, including payment of old bonds (SEK 67 million) New issue of shares to senior executive Amortisation of bond loan and other external loans Cash flow from operating activities Adjustments for non-cash items Other items Changes in provisions, pensions, etc. Financial expense (from cash flow statement) Unrealised foreign exchange gains/losses Financial expense (from income statement)
–38
–113
5 – – – – –1 6
– – 15 – –483 – 485
5 1 –55 – 46
4 –3 –70 –5 78
Equity free cash flow
–31
–92
– 24 –9 –3
– 34 –35 –1
Underlying cash flow Lease payments b)
–19 174
–94 165
Underlying cash flow before lease payments Cash-financed capital expenditure c) Debt-financed new vehicles c) New vehicle investments c) Change in net working capital
155 8 –49 39 –4
71 29 –52 52 90
EBITDA Operating lease cost
149 16
190 30
EBITDAR
165
220
Cash taxes Net financials (excluding financial leasing interest expense) a) Change in restricted cash Asset disposals
a) Includes interest paid, received interest income less finance lease interest expense. b) Includes amortisation of finance lease liability and finance lease interest expense. c) The Company’s investments mainly relate to purchases of vehicles. New vehicles are principally financed with asset-backed debt financing, of which the vast majority under finance lease arrangements. The following table illustrates Nobina’s investments for the period 1 March – 31 May 2015 and 1 March – 31 May 2014 and sources of financing: For the first quarter of the financial year (SEK million) Uses Intangible assets Cost for improvements on third-party properties Equipment, tools, fixtures and fittings Vehicles Total tangible assets
15/16
14/15
– – –8 –39 –47
–4 –1 –23 –53 –81
Total procurement of intangible and tangible assets Sources New finance leases Asset-backed financed vehicles Debt-financed new vehicles
–81
31 18 49
52 – 52
Cash-financed capital expenditure Cash-financed capital expenditure as a percentage of net sales (%)
– –
–29 1.5
Vehicles Debt-financed new vehicles
– –
–1 –
Net cash-financed vehicle capital expenditure
–
–1
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
9
OPERATIONAL AND FINANCIAL REVIEW
OPERATIONAL AND FINANCIAL REVIEW The information below supplements the section titled “Operational and financial review” in the Prospectus. The information under the section titled “Recent developments” and “Operating results” on pages 68–72 of the Prospectus is supplemented with the following information. RECENT DEVELOPMENTS Since 31 May 2015, the Company has signed an extension of a PTA contract with Länstrafiken Sörmland for an additional 3 years covering 132 buses. 120 of these buses will be converted into environmentally friendly buses based on RME (rapeseed) diesel.
OPERATING RESULTS Consolidated income statement for the first quarter of FY15/16 compared to the first quarter of FY14/15
The table below sets forth Nobina’s results of operations and the period on period percentage of change for the periods indicated. For the first quarter of the financial year
(SEK million)
15/16
Change in %
14/15
Net sales
1,995
5.8
1,886
Fuel, tyres and other consumables
–418
–2.1
–427
Other external expenses
–296
3.1
–287
–1,132
15.3
–982
Operating expenses
Personnel costs Capital losses from the disposal of non-current assets Depreciation/amortisation and impairment of PPE and intangible assets Operating profit/loss
0
n/m
–4
–135
6.3
–127
14
–76.3
59
Profit from net financial items Financial income
1
–66.7
3
Financial expense
–46
–41.0
–78
Net financial items
–45
–40.0
–75
Profit/loss before tax (EBT)
–31
93.8
–16
–2
–71.4
–7
–33
43.5
–23
Tax Profit/loss for the period
Net sales
Nobina’s net sales increased by SEK 109 million, or 5.8%, from SEK 1,886 million in the first quarter of FY14/15 to SEK 1,995 million in the first quarter of FY15/16. The increase was driven primarily by volume growth of existing contracts in various regions, positive effects of revenue indexation and new traffic contracts that have started up since the first quarter of FY14/15, as well as by environmental bonuses received under existing PTA contracts in Finland as a result of Nobina’s environmen-
tal and climate performance. The increase in net sales was offset by the loss of net sales from the expiration of a loss-making contract in Vestfold, Norway. Net sales by operating segment The table below sets forth Nobina’s net sales for each of its segments and the period on period percentage of change for the periods indicated. For the first quarter of the financial year
(SEK million)
15/16
Change in %
14/15
1,358
6.5
1,275
68
1.5
67
Denmark
126
40.0
90
Norway
229
–11.6
259
Finland
221
10.0
201
–7
16.6
–6
1,995
5.8
1,886
Sweden Regional Interregional
Eliminations* Total *
Includes Group-internal transactions.
10
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
OPERATIONAL AND FINANCIAL REVIEW
Sweden: Nobina’s net sales in Sweden (including both regional and interregional traffic) increased by SEK 84 million, or 6.3%, from SEK 1,342 million in the first quarter of FY14/15 to SEK 1,426 million in the first quarter of FY15/16. The increase was driven new traffic contracts that have started up since the first quarter of FY14/15 and volume growth of existing contracts in various regions due to, among other things, increased number of passengers under incentive contracts and requests from PTAs for changes in the agreed traffic. Net sales were also positively affected by new traffic added outside of the preagreed scope of existing contracts with certain PTAs, which required negotiations with such PTAs and were completed during the first quarter of FY15/16. Denmark: Nobina’s net sales in Denmark increased by SEK 36 million, or 40.0%, from SEK 90 million in the first quarter of FY14/15 to SEK 126 million in the first quarter of FY15/16. The increase was driven by new contracts for public bus transport services in the Copenhagen area under which services commenced in December 2014. The Company’s previous contract for Copenhagen was loss-making and covered only one region, while the new contract renewed Nobina’s services for the same region on substantially improved terms, and also added two new regions in Copenhagen. Norway: Nobina’s net sales in Norway decreased by SEK 30 million, or 13.1%, from SEK 259 million in the first quarter of FY14/15 to SEK 229 million in the first quarter of FY15/16. The decrease was due to the expiration of a loss-making contract in Vestfold. Finland: Nobina’s net sales in Finland increased by SEK 20 million, or 10.0%, from SEK 201 million in the first quarter of FY14/15 to SEK 221 million in the first quarter of FY15/16. The increase was driven by volume growth of existing contracts due to production volume increases and by positive index adjustments. The increase in net sales was also due to environmental bonuses received under existing PTA contracts as a result of Nobina’s environmental and climate performance.
increase was also due to costs related to the start-up phase of new traffic contracts under which services will commence during the second quarter of FY15/16 in connection with preparing for operating traffic under the new contracts. The increase in other external expenses was offset by the effects in the first quarter of FY14/15 of costs related to the closing down of a loss-making contract in Dalarna, Sweden. Personnel costs
Nobina’s personnel costs increased by SEK 150 million, or 15.3%, from SEK 982 million in the first quarter of FY14/15 to SEK 1,132 million in the first quarter of FY15/16. As a percentage of net sales, Nobina’s personnel costs increased from 52.1% in the first quarter of FY14/15 to 56.7% in the first quarter of FY15/16. The increase was driven primarily by SEK 55 million of non-recurring personnel costs related to the Company’s management incentive programme. The increase was also due to generally increased production volumes and personnel costs related to the start-up phase of new traffic contracts under which services will commence during the second quarter of FY15/16. Capital losses from the disposal of non-current assets
Nobina’s capital losses from the disposal of non-current assets decreased by SEK 4 million, from SEK 4 million in the first quarter FY14/15 to SEK 0 million in the first quarter of FY15/16. The decrease was driven by ordinary course changes in the number of sold assets, which does not follow predictable or even patterns. Depreciation/amortisation and impairment of PPE and intangible assets
Nobina’s depreciation/amortisation and impairment of PPE and intangible assets increased by SEK 8 million, or 6.3%, from SEK 127 million in the first quarter of FY14/15 to SEK 135 million in the first quarter of FY15/16. The increase was driven by a continued shift in the Company’s financing structure of new buses, towards a higher share of buses financed under finance leases, and of owned buses.
Fuel, tyres and other consumables
Operating profit/loss
Nobina’s expense for fuel, tyres and other consumables decreased by SEK 9 million, or 2.1%, from SEK 427 million in the first quarter of FY14/15 to SEK 418 million in the first quarter of FY15/16. As a percentage of net sales, Nobina’s expense for fuel, tyres and other consumables decreased from 22.6% in the first quarter of FY14/15 to 21.0% in the first quarter of FY15/16. The decrease was driven by a general reduction in fuel price levels and decreased volumes due to the expiration of certain loss-making contracts.
Nobina’s operating profit decreased by SEK 45 million, or 76.3%, from SEK 59 million in the first quarter of FY14/15 to SEK 14 million in the first quarter of FY15/16. Excluding the effect of non-recurring items, including transaction costs related to the Offer and personnel costs related to the Company’s management incentive programme, Nobina’s operating profit increased by SEK 47 million, or 79.7%, to SEK 106 million in the first quarter of FY15/16. The increase in operating profit was driven by generally successful contract migration as a result of the expiration of loss-making contracts and the start-up of new traffic contracts and the positive effects of these new contracts on the Company’s overall contract portfolio. The increase in operating profit was offset by costs related to the start-up phase of new traffic contracts under which services will commence during the second quarter of FY15/16, including increased salaries and other expenses incurred in connection with preparing for operating traffic under the new contracts.
Other external expenses
Nobina’s other external expenses increased by SEK 9 million, or 3.1%, from SEK 287 million in the first quarter of FY14/15 to SEK 296 million in the first quarter of FY15/16. As a percentage of net sales, Nobina’s other external expenses decreased from 15.2% in the first quarter of FY14/15 to 14.8% in the first quarter of FY15/16. The increase was driven by SEK 37 million of non-recurring transactions costs related to the Offer. The
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
11
OPERATIONAL AND FINANCIAL REVIEW
Operating profit/loss by operating segment The table below sets forth Nobina’s operating profit/loss for each of its segments and the period on period percentage change for the periods indicated. For the first quarter of the financial year (SEK million)
15/16
Change in %
14/15
114
65.2
69
–3
n/m
–1
Denmark
–8
60.0
–5
Norway
–5
n/m
–2
Finland
11
–8.3
12
–95
n/m
–14
14
–76.3
59
Sweden Regional Interregional
Central functions and other items Total
As described under “—Other external expenses” and “—Personnel costs”, the Company has during the first quarter of FY15/16 incurred certain non-recurring costs related to the Offer, including transaction costs of SEK 37 million and personnel costs related to the Company’s management incentive programme of SEK 55 million. The table below sets forth Nobina’s operating profit/loss for each of its segments, adjusted to exclude the effect of the non-recurring items described above, and the period on period percentage of change for the periods indicated. Adjusted for non-recurring items
For the first quarter of the financial year
(SEK million)
15/16
Change in %
14/15
120
73.9
69
1
n/m
–1
–5
–
–5
Sweden Regional Interregional Denmark Norway
–2
–
–2
Finland
14
16.6
12
Central functions and other items
–22
57.1
–14
Total
106
79.7
59
Sweden: Nobina’s operating profit in Sweden (including both regional and interregional traffic) increased by SEK 43 million, or 63.2%, from SEK 68 million in the first quarter of FY14/15 to SEK 111 million in the first quarter of FY15/16. Excluding the effect of non-recurring personnel costs of SEK 10 million (of which SEK 6 million relate to regional traffic and SEK 4 million relate to interregional traffic), Nobina’s operating profit in Sweden increased by SEK 53 million, or 77.9%, to SEK 121 million in the first quarter of FY15/16. The increase was driven by successful contract migration as a result of the expiration of a loss-making contract in Dalarna and the start-up of new traffic contracts, including in Skaraborg and Västernorrland counties, and the positive effects of these new contracts on the Company’s overall contract portfolio, all of which primarily occurred after the first quarter of FY14/15. The increase was also due to improved Swebus profitability from the effects of certain efficiency measures and efficient planning of the interregional Easter traffic. The increase in operating profit was offset by capital losses due to increased sales of buses as a result of movements in the Company’s contract portfolio, which resulted in surplus bus capacity.
12
Denmark: Nobina’s operating loss in Denmark increased by SEK 3 million, or 60.0%, from negative SEK 5 million in the first quarter of FY14/15 to negative SEK 8 million in the first quarter of FY15/16. Excluding the effect of non-recurring personnel costs of SEK 3 million, Nobina’s operating loss in Denmark remained stable at negative SEK 5 million in the first quarter of FY15/16 compared to the first quarter of FY14/15. The operating loss was primarily due to costs related to the start-up phase of the new Copenhagen contracts, offset by the fact that the general long-term cost structure of the new contracts in Copenhagen are better adapted for the actual traffic circumstances in the area. Norway: Nobina’s operating loss in Norway increased by SEK 3 million, from negative SEK 2 million in the first quarter of FY14/15 to negative SEK 5 million in the first quarter of FY15/16. Excluding the effect of non-recurring personnel costs of SEK 3 million, Nobina’s operating loss in Norway remained stable at negative SEK 2 million in the first quarter of FY15/16 compared to the first quarter of FY14/15.
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
OPERATIONAL AND FINANCIAL REVIEW
Finland: Nobina’s operating profit in Finland decreased by SEK 1 million, or 8.3%, from SEK 12 million in the first quarter of FY14/15 to SEK 11 million in the first quarter of FY15/16. Excluding the effect of non-recurring personnel costs of SEK 3 million, Nobina’s operating profit in Finland increased by SEK 2 million, or 16.6%, to SEK 14 million in the first quarter of FY15/16. The increase in operating profit was primarily due to operational efficiency and improvements in a number of key performance indicators. Central functions and other items: Central functions and other items include expenses related to Nobina’s office headquarters, including Group functions, such as management, IT and finance. Nobina’s operating loss from central functions and other items increased by SEK 81 million, from negative SEK 14 million in the first quarter of FY14/15 to negative SEK 95 million in the first quarter of FY15/16. The increase was driven by non-recurring items, including transaction costs of SEK 37 million related to the Offer and personnel costs of SEK 36 million related to the Company’s management incentive programme. Excluding the effect of these non-recurring items, Nobina’s operating loss from central functions and other items increased by SEK 8 million, or 57.1%, from negative SEK 14 million in the first quarter of FY14/15 to negative SEK 22 million in the first quarter of FY15/16. Financial income
Nobina’s financial income decreased by SEK 2 million, from SEK 3 million in the first quarter of FY14/15 to SEK 1 million in the first quarter of FY15/16. The decrease was driven by generally decreased interest rates on the Company’s restricted bank accounts, which consist of collateral for certain contractual obligations and pension liabilities. Financial expense
Nobina’s financial expense decreased by SEK 32 million, or 41.0%, from SEK 78 million in the first quarter of FY14/15 to SEK 46 million in the first quarter of FY15/16. The decrease was driven by generally reduced interest rates in the market, which decreased interest rates under the Company’s bus finance leases. The decrease was also due to improved financing terms achieved by the Company following the refinancing of its indebtedness and concurrent issuance in May 2014 of a SEK 550 million bond listed on Nasdaq Stockholm. The decrease in financial expense in the first quarter of FY15/16 was also due to the effects in the first quarter of FY14/15 of advisory costs related to the issuance of the new bond and the expense of remaining capitalised borrowing costs related to the Company’s previous bond.
Income tax
Nobina’s tax expense for the quarter decreased by SEK 5 million, or 71.4%, from SEK 7 million in the first quarter of FY14/15 to SEK 2 million in the first quarter of FY15/16. The Company’s effective tax rate decreased from 43.8% in the first quarter of FY14/15 to 6.5% in the first quarter of FY15/16. The Company has accounted for deferred tax related to tax losses carried forward. The deferred tax has been calculated using tax rates that currently apply, or that are expected to apply when the related deferred tax asset is realised or the tax liability is settled. The deferred tax asset that pertains to deductible temporary differences and unused tax losses has been reported to the extent that it is expected to be utilised in the foreseeable future, and doing so is deemed probable. The Company may, from time to time, account for additional deferred tax, which will influence its tax expense accordingly. See “Risk factors— Legal and tax risks—The Group’s effective tax rate may increase as a result of its cross-border operations” in the Prospectus. Profit/loss for the period
Nobina recognised a net loss of SEK 33 million in the first quarter of FY15/16 and a net loss of SEK 23 million in the first quarter of FY14/15. EBITDA
Nobina’s EBITDA decreased by SEK 41 million, or 21.6%, from SEK 190 million in the first quarter of FY14/15 to SEK 149 million in the first quarter of FY15/16. Excluding the effect of non-recurring items, including transaction costs related to the Offer and personnel costs related to the Company’s management incentive programme, Nobina’s EBITDA increased by SEK 51 million, or 26.8%, to SEK 241 million in the first quarter of FY15/16. The increase was primarily due to volume growth of existing contracts in various regions, positive effects of revenue indexation and new traffic contracts that have started up since the first quarter of FY14/15, as well as by environmental bonuses received under existing PTA contracts in Finland as a result of Nobina’s environmental and climate performance. The increase was also due to generally successful contract migration as a result of the expiration of loss-making contracts and the start-up of new traffic contracts and the positive effects of these new contracts on the Company’s overall contract portfolio. The increase was offset by costs related to the start-up phase of new traffic contracts under which services commence during the second quarter of FY15/16, including increased salaries and other expenses incurred in connection with preparing for operating traffic under the new contracts. EBITDA is a non-IFRS measure and is not a substitute for any IFRS measure. Nobina uses this measure for many purposes in managing and directing the Company. For a reconciliation of EBITDA to profit/loss, see “Selected consolidated historical financial and other information—Selected key performance indicators.”
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
13
OPERATIONAL AND FINANCIAL REVIEW
LIQUIDITY AND CAPITAL RESOURCES
Capital expenditure and bus investments
Cash flows
Nobina’s capital expenditure consists mainly of cash investment of equipment for buses and bus depots related to new contracts, as well as purchasing buses under expiring leases. Nobina’s capital expenditure decreased by SEK 13 million, from SEK 29 million in the first quarter of FY14/15 to SEK 16 million in the first quarter of FY15/16. As a percentage of total net sales, Nobina’s capital expenditure decreased from 1.5% in the first quarter of FY14/15 to 0.8% in the first quarter of FY15/16. The Company has, through its wholly-owned subsidiary Nobina Fleet, entered into finance leases for investments in new buses for a total value of SEK 31 million in the first quarter of FY15/16, compared to SEK 52 million in the first quarter of FY14/15. The decreases in capital expenditure and bus investments made pursuant to finance leases were due primarily to a lower amount of new buses being purchased.
The following table sets forth the principal components of Nobina’s cash flows for the periods indicated. For the first quarter of the financial year (SEK million)
15/16
14/15
Cash flow from operating activities
156
99
Cash flow from investing activities
–4
–478
Cash flow from financing activities
–190
266
Cash flow for the period
–38
–113
Cash and cash equivalents at the beginning of the period
453
309
Cash and cash equivalents at the end of the period
413
198
Cash flow from operating activities
Nobina’s cash flow from operating activities increased by SEK 57 million, from SEK 99 million in the first quarter of FY14/15 compared to SEK 156 million in the first quarter of FY15/16. The increase in cash flow from operating activities in the first quarter of FY15/16 was primarily due to improved operating results. The increase was also due to positive changes in working capital, including as a result of renegotiated customer payment terms that ensured payments well before month-end and generally reduced overdue receivables.
TENDER PROCESSES AND CONTRACTS IN THE FIRST QUARTER OF FY15/16 In the first quarter of FY15/16, Nobina has participated in tender processes covering a total of 347 announced buses, of which contracts for 77 buses had been awarded as of 31 May 2015. The Company did not secure any new contracts that were not already part of its existing contract portfolio and lost contracts covering 54 buses that were included in its existing contract portfolio and that were up for re-tender. No material contracts were commenced or expired during the period.
Cash flow from investing activities
Nobina’s cash outflow from investing activities decreased by SEK 474 million, from SEK 478 million in the first quarter of FY14/15 compared to SEK 4 million in the first quarter of FY15/16. The decrease in cash outflow from investing activities in the first quarter of FY15/16 was primarily due to released restricted accounts of SEK 9 million and the effects in the first quarter of FY14/15 of the large amount that was deposited in restricted bank accounts in connection with the Company’s refinancing of its indebtedness and concurrent issuance of the bonds listed on Nasdaq Stockholm. Cash flow from financing activities
Nobina’s cash outflow from financing activities increased by SEK 456 million, from a cash inflow of SEK 266 million in the first quarter of FY14/15 compared to a cash outflow of negative SEK 190 million in the first quarter of FY15/16. The increase in cash outflow from financing activities in the first quarter of FY15/16 was primarily due to SEK 5 million of non-recurring transactions costs related to the Offer, as well as the effects in the first quarter of FY14/15 of the SEK 483 million proceeds received in connection with the Company’s refinancing of its indebtedness and concurrent issuance of the bonds listed on Nasdaq Stockholm. The increase in cash outflow from financing activities was offset by positive cash flow due to reduced interest rates on financial leases and decreased interest on the Company’s bond.
14
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
CAPITALISATION, INDEBTEDNESS AND OTHER FINANCIAL INFORMATION
CAPITALISATION, INDEBTEDNESS AND OTHER FINANCIAL INFORMATION The information below supplements the section titled “Capitalisation, indebtedness and other financial information” in the Prospectus. The text and tables on pages 79–80 of the Prospectus are replaced with the following: The table below sets forth the Company’s capitalisation and net indebtedness as of 31 May 2015. The information presented below should be read in conjunction with “Operational and financial review”, including the amendments stated in this Supplementary Prospectus and the Company’s financial statements, and the notes related thereto included in the Prospectus and this Supplementary Prospectus.
As of 31 May 2015
(SEK million) Capitalisation Total current interest-bearing liabilities Guaranteed1)
1,166 1,166
Secured
–
Unguaranteed/unsecured
–
Total non-current interest-bearing liabilities
3,144 2,575
Guaranteed1) Secured2)
535
Unguaranteed/unsecured
34
Total shareholders’ equity
274
Share capital
228
Paid-in capital
2,490
Reserves/retained earnings
–2,445
Total capitalisation
4,584
Net indebtedness [A] Cash
413
[B] Cash equivalents
–
[C] Restricted bank accounts
106
[D] Liquidity [A]+[B]+[C]
519
[E] Current financial receivable [F] Current bank debt
– –
[G] Current portion of non-current debt [H] Other current financial debt
1,166 –
[I] Current financial debt [F]+[G]+[H] [J] Net current financial indebtedness [I]–[E]–[D] [K] Non-current bank loans
1,166 647 –
[L] Bonds issued
–
[M] Other non-current loans
3,144
[N] Non-current financial indebtedness [K]+[L]+[M]
3,144
[O] Net financial indebtedness [J]+[N]
3,791
3)
1) Finance lease contracts guaranteed by Nobina. 2) The Bonds secured by a pledge of all the direct subsidiaries of Nobina Europe. 3) Net financial indebtedness includes SEK 3,563 million related to buses operated under finance lease contracts.
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
15
CAPITALISATION, INDEBTEDNESS AND OTHER FINANCIAL INFORMATION
As of 31 May 2015, Nobina’s direct and indirect contingent liabilities, on a consolidated basis, were SEK 6,190 million. For additional information on Nobina’s debts and liabilities, see the Company’s financial statements and the notes related thereto included in the Prospectus and this Supplementary Prospectus. Shortly after completion of the Offer, the Company intends to use SEK 638 million from the net proceeds available to the Company from its issue of new Shares in order to repay the Bonds in full. The Company will repay the Bonds by exercising its early redemption right under the terms and conditions. The Company’s indebtedness will accordingly be reduced by SEK 550 million. The remaining net proceeds from the Offer will be used to cover the costs of the management
(SEK million)
As of 31 May 2015
Share capital1)
incentive programme. The participants in the management incentive programme have undertaken to reinvest parts of the incentive payments into Shares by way of purchasing Shares in the Offer and will get a guaranteed allocation in the Offer, see “Corporate Governance—Compensation for members of the Board of Directors and Group Management—Incentive programme.” The table below sets forth the Company’s capitalisation and indebtedness as of 31 May 2015, assuming that the net proceeds from the Offer were available to the Company as of that date and adjusted for the events described above, to illustrate what the Company’s financial position would have been on 31 May 2015, if these events have occurred on that date.
Costs related to Receipt of net the management incentive proceeds from programme the Offer 3), 4) –
As of 31 May 2015, Redemption of Bonds after adjustments
228
76
Reserves/retained earnings
46
698
–915)
–1046)
–
304 549
Total shareholders’ equity
274
774
–91
–104
853
Interest-bearing liabilities
4,310
–
–
–5347)
3,776
Total interest-bearing liabilities2)
4,310
–
–
–534
3,776
Cash and cash equivalents
413
774
–172
Restricted bank accounts
106
–
–
–
–
–
–
–
–
3,791
–
–
–
3,293
Current financial receivable Net financial indebtedness
–6386)
377 106
1) The annual general meeting held on 27 May 2015 resolved upon a 1:10 Reverse Share Split, i.e., ten (10) Shares will be exchanged into one (1) Share whereby the quota value of the Shares will increase from SEK 0.36 to SEK 3.60 and the number of Shares will decrease from 633,556,823 to 63,355,682. 2) Includes SEK 3,563 million related to buses operated under finance lease contracts. 3) Assuming gross proceeds of SEK 850 million, reduced by expected transaction costs related to the Offer of SEK 76 million. SEK 37 million of transaction costs has been recorded in the income statement in the first quarter of FY15/16 and most of the remaining SEK 39 million will be reported in Q2 of FY15/16, net against the proceeds of the issue of Shares in the Offer, when such issue is completed. 4) Includes receipt of proceeds from reinvestments in the Offer pursuant to the management incentive programme. 5) Includes SEK 26 million of deferred tax. The management incentive programme will be paid out in full in connection with the Offer to enable reinvestments in the Offer. SEK 55 million has been recorded as a personnel expense in Q1 of FY15/16 and SEK 117 million will be recorded as a personnel expense in Q2 of FY15/16. 6) The cost related to early redemption of the Bonds amounts to SEK 88 million in premium and SEK 16 million in capitalised up-front fees. Consequently, the total cash outflow for redemption of the Bonds is SEK 638 million (the principal amount of SEK 550 million and SEK 88 million in premium payment). 7) SEK 16 million of capitalised up-front fees are accounted for net against the Bonds, resulting in a net liability of SEK 534 million.
Except as set forth above or in the information supplementary to “Operational and financial review” in this Supplementary Prospectus, there has been no significant change to the Company’s capitalisation or indebtedness since 31 May 2015.
16
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION
LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION The information below supplements the section titled “Legal considerations and supplementary information” in the Prospectus. The section titled “General Company and Group Information” on page 97 of the Prospectus is amended as follows: Name
Country of incorporation
Ownership interests
Principal activity
Nobina Busco AB
Sweden
100% owned by Karlstadsbuss AB
Operating company
The section “Documents on display” on page 100 of the Prospectus is supplemented with the following item: t The Company’s reviewed Interim Report for the period 1 March – 31 May 2015 including audit report.
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
17
FINANCIAL STATEMENTS
FINANCIAL STATEMENTS The information below supplements the section titled “Financial statements” in the Prospectus. Nobina’s unaudited financial report for the period 1 March – 31 May 2015 has been reviewed by PwC. The tables on pages F-2–F-5 of the Prospectus are supplemented with the following information.
SUMMARY OF CONSOLIDATED INCOME STATEMENT For the first quarter of the financial year (SEK million, unless otherwise stated)
2015
2014
1,995
1,886
Fuel, tyres and other consumables
–418
–427
Other external expenses
–296
–287
–1,132
–982
Net sales Operating expenses
Personnel costs Capital losses from the disposal of non-current assets Depreciation/amortisation and impairment of PPE and intangible assets Operating profit/loss
0
–4
–135
–127
14
59
Profit from net financial items Financial income
1
3
Financial expense
–46
–78
Net financial items
–45
–75
Profit/loss before tax
–31
–16
Tax Profit/loss for the year Earnings for the period attributable to the parent company’s shareholders Earnings per share before dilution (SEK ) Earnings per share after dilution (SEK ) Average number of shares before dilution (thousands) Average number of shares after dilution (thousands) Number of outstanding shares at end of period 1)
–2
–7
–33
–23
–33
–23
–0,5
–0,4
–0,5
–0,4
63,262
63,261
63,262
63,261
63,355,682
632,611,285
1) Consolidation of the Company’s shares by a reverse split 1:10, as resolved at the general meeting on 27 May. Earnings per share have been adjusted for comparability.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME 1 mars–31 maj (SEK million) Net earnings for the period
15/16
14/15
–33
–23
Other comprehensive income Items which cannot be reclassified to profit or loss Revaluation of defined benefit pension plan
0
0
Tax on items that will not be reclassified as profit or loss for the period
0
0
Items that can later be reclassified as profit or loss Exchange rate differences on foreign operators
–4
5
Other comprehensive income for the period, net after tax
–4
–5
Total comprehensive income for the period
–37
–18
Total comprehensive income for the period attributable to parent company’s shareholders
–37
–18
F-1
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
FINANCIAL STATEMENTS
SUMMARY OF CONSOLIDATED BALANCE SHEET As of 31 May (SEK million)
2015
2014
586
590
ASSETS Non-current assets Intangible assets Goodwill Other intangible assets Total intangible assets
14
21
600
611
Property, plant and equipment Costs for improvements on third-party properties
20
16
Equipment, tools, fixtures and fittings
64
50
Vehicles
4,238
3,914
Total property, plant and equipment
4,322
3,980
92
112
Financial assets Deferred tax assets Assets for pension commitments Total financial assets Total non-current assets
–
6
92
118
5,014
4,709
Current assets Inventories Trade receiveables Other current receiveables
47
46
518
475
80
72
Deferred expenses and accrued income
286
259
Restricted bank accounts
106
607
Cash and cash equivalents
413
198
Total current assets
1,450
1,657
TOTAL ASSETS
6,464
6,366
274
206
3,110
3,443
SHAREHOLDERS’ EQUITY AND LIABILITIES Shareholders’ equity attributable to parent Company shareholders Non-current liabilities Borrowing, Note A1 Deferred tax liabilities
88
70
Provisions for pensions and similar commitments
34
25
Other provisions Total non-current liabilities
37
38
3,269
3,576
Current liabilities Accounts payable Borrowing, Note A1 Other current liabilities
422
366
1,166
1,048
164
155
1,169
1,015
Total current liabilities
2,921
2,584
TOTAL LIABILITIES
6,190
6,160
TOTAL SHAREHOLDERS’ EQUITY AND LIABILITIES
6,464
6,366
Accrued expenses and deferred income
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
F-2
FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
(SEK million) Opening equity at 1 March 2014
Share capital
Other contributed capital
Translation differences
Total equity attributable to Losses carried parent company’s shareholders forward
228
2,488
22
–2,514
224
Profit for the year
–
–
–
–23
–23
Other comprehensive income
–
–
5
–
5
228
2,488
27
–2,537
206
Profit for the year
–
–
–
117
117
Other comprehensive income
–
–
1
–15
–14
Closing equity at 31 May 2014
Transactions with owners New shares issued to senior executives
0
1
–
–
1
Closing equity at 28 February 2015
228
2,489
28
–2,435
310
Opening equity at 31 March 2015
228
2,489
28
–2,435
310
Profit for the year
–
–
–
–33
–33
Other comprehensive income
–
–
–4
–
–4
Transactions with owners New shares issued to senior executives Closing shareholders’ equity at 31 March 2015
0
1
–
–
1
228
2,490
24
–2,468
274
There are no non-controlling interests.
F-3
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
FINANCIAL STATEMENTS
CONSOLIDATED CASH FLOW STATEMENT For the first quarter of the financial year (SEK million)
15/16
14/15
Cash flow from operating activities Profit/loss after financial items
–31
–16
Adjustments for non-cash items
183
202
Cashflow from operations before changes in working capital
152
186
Cash flow from changes in working capital Change in inventories Changes in operating receivables Changes in operating liabilities
2
6
–54
–119
56
23
Total change in working capital
4
–90
Received interest income
–
3
Tax paid
–
–
156
99
9
–450
–16
–29
Cash flow from operating activities Cash flow from investing activities Change in restricted bank accounts Investments in PPE and intangible assets excl. financial leasing Divestment of buildings and land, vehicles, equipment, tools, fixtures and fittings Cash flow from investing activities
3
1
–4
–478
–143
–129
Cash flow from financing activities Repayment by installment of financial lease liability Repayment by installment of bond loan and other external loans New issue of shares to senior executives New borrowing including payment with old bonds (SEK 67 million) New borrowing, other external loans Borrowing expenses, paid Transaction costs related to ongoing new share issues, paid out
–6
–
1
–
–
483
18
–
–
–15
–5
–
–55
–73
–190
266
Cash flow for the period
–38
–113
Cash and cash equivalents at beginning of period
453
309
Cash flow for the period
–38
–113
Interest paid Cash flow from financing activities
Translation difference CASH AND CASH EQUIVALENTS AT END OF PERIOD
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
–2
2
413
198
F-4
FINANCIAL STATEMENTS
INFORMATION ON KEY PERFORMANCE INDICATORS For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16 adjusted 1)
14/15
1,927
–
1,819
68
–
67 74
15/16
Net sales Regional traffic Interregional traffic Operating profit Regional traffic
112
127
Interregional traffic
–3
1
–1
Operating profit (EBIT)
14
106
59
Profit/loss before tax (EBT)
–31
61
–16
Profit/loss for the year
–33
59
–23
Cash flow for the period
–38
–
–113
Cash and cash equivalents
413
–
198
Equity/assets ratio (%)
4.3
–
3.2
EBITDA
149
241
190 10,1
EBITDA margin, %
7.5
12.1
EBITDAR
165
257
220
EBITDAR margin %
8.3
12.9
11.7
Equity
274
–
206
Equity capital/ordinary share, SEK
4.3
–
3.3
Number of buses
3,323
–
3,345
Estimated number of full time employees
8,054
–
6,803
1) Adjusted by excluding the non-recurring costs related to the IPO, including transaction costs of SEK 37 million and personnel costs of SEK 55 million related to the Company’s management incentive programme.
The notes on pages F-6–F-32 of the Prospectus are supplemented with the following information.
NOTE A1 Financing For the first quarter of the financial year (SEK million, unless otherwise stated)
15/16
14/16
268 256 443 16
362 331 733 30
Interest-bearing non-current liabilities Bond and other loans Financial leasing liability Capitalised financing fees Total
728 3,563 –15 4,276
1,036 3,470 –15 4,491
Of which short-term repayment by installment of portion of the Company’s borrowings Of which long-term portion Total liability
1,166 3,110 4,276
1,048 3,443 4,491
–31 –14 –2 1 –46
–36 –44 –3 5 –78
Operational leasing, buses Nominal value of future payments, buses Present value of future payments, buses Number of operationally leased buses Reported operational leasing expense
Interest expenses and similar profit/loss items Interest expenses, finance leases Amoritisation of bond loan and other external loans Other financial expenses Realised and unrealised exchange gains/losses, net Total
F-5
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
FINANCIAL STATEMENTS
The sections of the Prospectus titled “Audit report for FY14/15” and “Audit reports for FY13/14 and FY12/13” on pages F-33–F-34 of the Prospectus are supplemented with the following information.
AUDIT REPORT ON REVIEW OF INTERIM FINANCIAL INFORMATION
Report of Review of Interim Financial Information
Translation of the Swedish original Introduction
We have reviewed the accompanying condensed consolidated interim financial information of Nobina AB (publ) and its subsidiaries (the “Group”) on page F-1–F-5, including the consolidated statement of balance sheet of the Group as of 31 May 2015 and the consolidated statements of income, comprehensive income, cash flows and changes in equity for the three-month period then ended and notes to the consolidated interim financial information. The board of directors and the CEO are responsible for the preparation and presentation of the interim financial information in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. The Board is also responsible for the preparation and fair presentation in accordance with the requirements in the Commission Regulation (EC) No 809/2004. Our responsibility is to express a conclusion on this interim report based on our review. Scope of Review
We conducted our review in accordance with the International Standard on Review Engagements ISRE 2410, Review of Interim Report Performed by the Independent Auditor of the Entity. A review consists of making inquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing, ISA, and other generally accepted auditing standards in Sweden. The procedures performed in a review do not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion. Conclusion
Based on our review, nothing has come to our attention that causes us to believe that the accompanying interim financial information is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting and the Swedish Annual Accounts Act. Stockholm, 15 June 2015 PricewaterhouseCoopers AB
Michael Bengtsson Authorized Public Accountant
SUPPLEMENTARY PROSPECTUS REGARDING AN INVITATION TO SUBSCRIBE FOR SHARES IN NOBINA AB (PUBL)
F-6
