Bus Industries Rt. AGM Proposals Annual General Meeting of Shareholders 9:30 a.m. April 29, 2003 Palace Room, Hotel Novotel Centrum, Budapest
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1. Closing of the 2002 business year 1.1. The Board of Directors recommendation on the consolidated and standalone 2002 financial statements (according to Hungarian Accounting Standards and US GAAP) 1.2. The Board of Directors 2002 Business Report 1.3. The Board of Directors recommendation on the allocation of 2002. net income 1.4. The Supervisory Board s report on the consolidated and standalone financial statements and the allocation of net income 1.5. Report of the Independent Auditor on the consolidated and standalone financial statements and the allocation of net income 2. Approval of the consolidated and standalone 2002 financial statements (according to Hungarian Accounting Standards and US GAAP) 3. Approval of the allocation of 2002 net income 4. Election of the members of the Board of Directors 4.1. Péter Róna 4.2. Tamás Felsen (independent director) 4.3. András Rácz 4.4. Russell Richardson 4.5. Csaba Zoltán 4.6. Mark Pejacsevich (independent director) 4.7. John Horstmann (independent director) 5. Election of the members of the Supervisory Board 5.1. Charles A. Huebner 5.2. László Blága 5.3. Dr. János Kálmán 5.4. Zoltán Szőke (employee representative) 5.5. Lajos Kenyeres (employee representative) 6. Election of the Independent Auditor 7. Setting the 2003 remuneration of the Independent Auditor 8. Amendment of the Articles of Association based on the rules of the Budapest Stock Exchange 9. Others Attachments: 2002 Board of Directors Business Report 2002 audited consolidated US GAAP financial statements 2002 audited consolidated HAS financial statements 2002 audited standalone HAS financial statements Articles of Association 2 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1.1: The Board of Directors recommendation on the consolidated and standalone 2002 financial statements (according to Hungarian Accounting Standards and US GAAP) ~~~ Recommendation The Board of Directors recommends the AGM to approve the consolidated and standalone 2002 financial statements of the Company, which were prepared according to Hungarian Accounting Standards and US GAAP. Considering that these three financial statements are closely related and form integral part of each other, the Board of Directors recommends that the AGM decide on their approval in one resolution, as it is not conceivable to accept the financial statements separately since though they were prepared according to different accounting standards, they are all the financial statements of the Company. Proposal The AGM accepts the Board of Directors recommendation on the consolidated and standalone 2002 financial statements, which were prepared according to Hungarian Accounting Standards and US GAAP, with special regard to decide on the items related to them in one resolution. 3 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1.2: Attachment: The Board of Directors 2002 Business Report 2002 Board of Directors Business Report ~~~ Recommendation Text of the 2002 Annual Report containing the Board of Directors 2002 Business Report has been attached herewith. Proposal The AGM approves the attached 2002 Annual Report and 2002 Board of Directors Business Report. 4 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1.3: The Board of Directors recommendation on the allocation of 2002. net income ~~~ Recommendation In accordance with the dividend policy approved by the Extraordinary General Meeting of Shareholders held on September 16, 2002, the Board of Directors offers the AGM the approval of an annual dividend amounting to 25% of the net income based on the audited consolidated US GAAP financial statements. translating to USD 0.38 per share. Considering that as a result of the unrealized capital increase the capital resources needed to maintain the Company s growth are lacking, and that the debt level of the Company may exceed bank covenant limitations in the case of payment of a dividend, the Board of Directors does not support the approval of any dividend payment for this year by the AGM. The Board of Directors requests the AGM to place the 2002. net income into retained earnings. Proposal <no resolution> 5 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1.4: The Supervisory Board s report on the consolidated and standalone financial statements and the allocation of net income ~~~ Recommendation The Supervisory Board at its meeting on March 27, 2003 examined the proposals of the Board of Directors, and recommends all of them including the proposal on placing the net income into retained earnings for approval to the AGM. Proposal <no resolution> 6 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 1.5: Report of the Independent Auditor on the consolidated and standalone financial statements and the allocation of net income ~~~ Recommendation We have audited the accompanying consolidated balance sheets of NABI Bus Industries Rt. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income and comprehensive income, consolidated statements of shareholders equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NABI Bus Industries Rt. its and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 2 to the consolidated financial statements, the Company changed the method of allocating indirect costs to inventories effective January 1, 2002. Proposal <no resolution> 7 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 2: Attachment: Approval of the consolidated and standalone 2002 financial statements (according to Hungarian Accounting Standards and US GAAP) 2002 audited consolidated US GAAP financial statements 2002 audited consolidated HAS financial statements 2002 audited standalone HAS financial statements ~~~ Recommendation Financial statements are shown in attachment. Proposal The AGM approves the following financial reports for the year ended December 31, 2002: a) audited consolidated US GAAP financial statements with 259.051.000 USD total assets and 7.090.000 USD net income b) audited consolidated HAS financial statements with 25.528.371.000,- HUF total assets and 1.391.165.000,- HUF net income c) audited standalone HAS financial statements with 23.656.089.000,- HUF total assets and 826.041.000,- HUF net loss. 8 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 3: Approval of the allocation of 2002 net income ~~~ Recommendation Considering that as a result of the capital increase the capital resources needed to continue the Company s growth are insufficient, and the debt level of the Company.. the AGM approves that the Company place the following net incomes into retain earnings: a) 7.090.000 USD net income based on 2002 audited consolidated US GAAP financial statements, b) 1.391.165.000,- HUF net income based on 2002 audited consolidated HAS financial statements, and c) 826.041.000,- HUF net loss based on 2002 audited standalone HAS financial statements. Proposal The AGM approves that the Company place the following net incomes into retain earnings: a. 7.090.000 USD net income based on 2002 audited consolidated US GAAP financial statements, b. 1.391.165.000,- HUF net income based on 2002 audited consolidated HAS financial statements, and c. 826.041.000,- HUF net loss based on 2002 audited standalone HAS financial statements. 9 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4: Election of the members of the Board of Directors ~~~ Recommendation The Board of Directors presents its nominations under the next seven agenda items. All nominees declared in writing the acceptance of their nomination to be a member of the Board of Directors. The Board of Directors does not recommend the amendment of the remuneration of the members of the Board of Directors. Proposal <no resolution> 10 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.1: Election of the members of the Board of Directors: Péter Róna ~~~ Recommendation It is recommended that the AGM elect Péter Róna to be a member of the Board of Directors during the 2003-2005 three-year period. Péter Róna (61), Founding Chairman Founded the NABI Group in 1992. Deputy Chairman of The First Hungary Fund and Chief Executive Officer of Róna & Co. Former President and Chief Executive Officer of IBJ Schroeder Bank and Trust Co. Chairman of NABI Rt s Board of Directors since 1997. Proposal The AGM decides to elect Péter Róna as a member of the Board of Directors for the period of 2003-2005. 11 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.2: Election of the members of the Board of Directors: Tamás Felsen ~~~ Recommendation It is recommended that the AGM elect Tamás Felsen to be a member of the Board of Directors during the 2003-2005 three-year period. Tamás Felsen, (75), Independent Director Member as Independent Director since 1997. Manages his own consulting business in Hungary. Formerly Senior Vice President of Hungária Hotels Rt. responsible for strategic and business planning. Proposal The Board of Directors decides to elect Tamás Felsen as an independent member of the Board of Directors for the period of 2003-2005. 12 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.3: Election of the members of the Board of Directors: András Rácz ~~~ Recommendation It is recommended that the AGM elect András Rácz to be a member of the Board of Directors during the 2003-2005 three-year period: András Rácz, (56), Director, Chief Executive Officer NABI Rt s CEO since 1992. President of NABI Inc. between 1994-2002, presently Chairman of NABI Inc s Board of Directors. Previously Chief Engineer of Ikarus. 30 years of experience in the bus industry. Member of NABI Rt s Board of Directors since 1997. Proposal The Board of Directors decides to elect András Rácz as a member of the Board of Directors for the period of 2003-2005. 13 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.4: Election of the members of the Board of Directors: Russell Richardson ~~~ Recommendation It is recommended that the AGM elect Russell Richardson to be a member of the Board of Directors during the 2003-2005 three-year period. Russell Richardson, (55) Director, Chairman of the Board of Directors of Optare He is the founder of Optare Holdings. Managing Director of Optare between 1993-2002. 30 years of experience in the bus industry. Member of NABI Rt s Board of Directors since 2000. Proposal The Board of Directors decides to elect Russell Richardson as a member of the Board of Directors for the period of 2003-2005. 14 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.5: Election of the members of the Board of Directors: Csaba Zoltán ~~~ Recommendation It is recommended that the AGM elect Csaba Zoltán to be a member of the Board of Directors during the 2003-2005 three-year period. Csaba Zoltán, (40), Director Chairman of the Audit & Budget Committee. Member of NABI Rt s Board of Directors since 1997. Senior Investment Manager at Róna & Co. Formerly a business consultant to the First Hungarian Investment Advisory Limited. Proposal The Board of Directors decides to elect Csaba Zoltán as a member of the Board of Directors for the period of 2003-2005. 15 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.6: Election of the members of the Board of Directors: Mark Pejacsevich ~~~ Recommendation It is recommended that the AGM elect Mark Pejacsevich to be a member of the Board of Directors during the 2003-2005 three-year period. Mark Pejacsevich, (80), Independent Director Member of the Board of Directors and the Audit & Budget Committee since 1997. Member of the Securities Institute in London, and holds a number of non-executive positions. Until 1996 he was Senior European Advisor at Robert Fleming Securities, London. Proposal The Board of Directors decides to elect Mark Pejacsevich as an independent member of the Board of Directors for the period of 2003-2005. 16 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 4.7: Election of the members of the Board of Directors: John Horstmann ~~~ Recommendation It is recommended that the AGM elect John Horstmann to be a member of the Board of Directors during the 2003-2005 three-year period. John Horstmann, (53) Independent Director Chairman of the Remuneration Committee. Member of NABI Rt s Board of Directors since 1997. Partner in the United States law firm of Duane, Morris & Heckscher, where he is Chairman of the Reorganization and Commercial Finance Section. Proposal The AGM decides to elect John Hortsmann as an independent member of the Board of Directors for the period of 2003-2005. 17 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5: Election of the members of the Supervisory Board ~~~ Recommendation The Board of Directors presents its nominations under the next five agenda items. All nominees declared in writing the acceptance of their nomination to be a member of the Supervisory Board. The Board of Directors does not recommend the amendment of the remuneration of the members of the Supervisory Board. Proposal <no resolution> 18 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5.1: Election of the members of the Supervisory Board: Charles A. Huebner ~~~ Recommendation It is recommended that the AGM elect Charles A. Huebner to be a member of the Supervisory Board during the 2003-2005 three-year period Charles A. Huebner, (68), Chairman of the Supervisory Board Mr. Huebner started his career in 1967 as a U.S. Air Force officer and NASA engineer with the Apollo space program, followed by 15 years in executive positions with AMF Inc. and G.E. From 1990 to 1996 he established and managed the Hungarian American Enterprise Fund in Hungary and joined the investment advisory firm of Róna & Társai Rt. as partner and managing director in 1997. Mr. Huebner served as the Chairman of NABI Rt s Supervisory Board since 1997. Proposal The AGM decides to elect Charles A. Huebner as a member of the Supervisory Board for the period of 2003-2005. 19 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5.2: Election of the members of the Supervisory Board: László Blága ~~~ Recommendation It is recommended that the AGM elect László Blága to be a member of the Supervisory Board during the 2003-2005 three-year period. László Blága, (46), Member Mr. Blága joined a Hungarian plastics company as financial director in 1984 and became director of controlling of Gedeon Richter Chemical Works in 1990. He has been a member of the Board of Directors of BRX since its inception and a member of the Board of Directors of Biorex since April 1993. In May 2000, Mr. Blága was elected full-time Managing Director and was appointed Chief Executive of BRX/Biorex. He was a member of NABI Rt s Supervisory Board since 1997. Proposal The AGM decides to elect László Blága as a member of the Supervisory Board for the period of 2003-2005. 20 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5.3: Election of the members of the Supervisory Board: Dr. János Kálmán ~~~ Recommendation It is recommended that the AGM elect Dr. János Kálmán to be a member of the Supervisory Board during the 2003-2005 three-year period. Dr. János Kálmán, (56) Attorney Attorney since 1973. Office Managing Partner at Bacher, Kálmán, Kolossváry, Sárközy & Szilasi Lawyer s Office and its legal successor since 1992. Took part in the formation of the law on economic companies. Member of the Board of Directors of the Hungarian Credit Bank between 1995-1996. Academic of the Budapest Economic University, censor of the Bar Exam Committee. Proposal The AGM decides to elect Dr. János Kálmán as a member of the Supervisory Board for the period of 2003-2005. 21 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5.4: Election of the members of the Supervisory Board: Zoltán Szőke ~~~ Recommendation Based on the nomination of the Works Council the Board of Directors recommends that the AGM elect Zoltán Szőke to be an employee representative of the Supervisory Board during the 2003-2005 threeyear period. Zoltán Szőke, (34), employee representative Mr. Szőke joined NABI in 1996 and has since been working at the Body Shop of the Budapest Plant. From July 1987 to 1996 he worked as a body maker for Ikarus Rt. Mr. Szőke became the head of the NABI Branch of the steelworkers union and member of the works council in 1999. He was elected as the employee representative member of the Supervisory Board in 2000. Proposal The AGM decides to elect Zoltán Szőke as an employee representative member of the Supervisory Board for the period of 2003-2005. 22 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 5.5: Election of the members of the Supervisory Board: Lajos Kenyeres ~~~ Recommendation Based on the nomination of the Works Council the Board of Directors recommends that the AGM elect Lajos Kenyeres to be an employee representative of the Supervisory Board during the 2003-2005 threeyear period. Lajos Kenyeres, (33), employee representative Mr. Kenyeres joined NABI as an assembly worker in April 1996. From 1991 to 1996, he worked as technician for IKARUS Rt. Mr. Kenyeres became an official of the NABI Branch of the steelworkers union and member of the works council in 1999. He was elected as the employee representative member of the Supervisory Board in 2000. Proposal The AGM decides to elect Lajos Kenyeres as an employee representative member of the Supervisory Board for the period of 2003-2005. 23 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 6: Election of the Independent Auditor ~~~ Recommendation It is recommended that the Company retain KPMG Hungary as its independent auditor for the 2003-2005 three-year period. KPMG Hungary has been the independent auditor of the Company since 2000. Proposal The AGM decides to reelect KMPG as the independent auditor of the company for another three-year term. 24 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 7: Setting the 2003 remuneration of the Independent Auditor ~~~ Recommendation The Independent Auditor s 2003 remuneration is recommended to be determined at HUF 14.2 million. The Independent Auditor s remuneration in 2002 amounted to HUF 13 million. The increase is justified by the additional work made necessary by the opening of the Company s new plant at Kaposvár. Proposal The AGM approves that the Independent Auditor s 2003 remuneration become HUF 14.2 million. 25 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 8: Attachment: Amendment of the Articles of Association based on the rules of the Budapest Stock Exchange Articles of Association ~~~ Recommendation The Articles of Association needs to be amended for the following two reasons: 1. The Budapest Stock Exchange requested that article 13.5 be amended to ascertain the language on a general meeting of shareholders vote on the de-listing of the company with the BSE s regulations. 2. To include 17.1 (r) on the Board of Directors right to determine the (Hungarian) labor law qualification of employees (to designate them Managers according to Article X. of the Labor Code needed to comply with the Internal Signing Rules of the Company) Proposal The AGM approves the modification of 13.5 of the Company s Articles of Association. The AGM approves adding 17.1 (r) to the Company s Articles of Association. The AGM approves the amended Articles of Association. 26 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Agenda 9: Others ~~~ 27 / 28
NABI RT AGM PROPOSALS APRIL 29, 2003 Appendix I. 2002 Board of Directors Business Report II. 2002 audited consolidated US GAAP financial statements III. 2002 audited consolidated HAS financial statements IV. 2002 audited standalone HAS financial statements V. Articles of Association 28 / 28
Bus Industries Rt. 2002 Board of Directors Business Report Introduction The year 2002 for the NABI Group was one marked by significant achievements and continued growth coupled with a challenging business climate. The Group completed several significant onetime investments, most notably new plants in Kaposvar, Hungary and Rotherham, the United Kingdom. In addition, two important product development projects involving NABI s revolutionary CompoBus TM and Alero product lines also reached important milestones in 2002. NABI unveiled two production models of the CompoBus TM in September, and the Alero enjoyed its first full year of sales, making a significant impression with city and county officials in the UK. Meanwhile, consolidated sales reached an all-time high. In the traditional bus markets served by NABI, both UK and USA sales and production volume continued to expand, and NABI began to win sales successes in the Hungarian market. In addition, aftermarket parts and services sales in both the USA and UK continued to show strong growth. However, as a result of the significant investments in physical plant and product development mentioned above, compounded by slower than expected growth of sales into new (expansion) markets, consolidated financial performance was slower than the pace to which NABI has been accustomed. Furthermore, due to an uncertain business and geopolitical climate combined with a difficult fiscal picture at all levels of government in the USA, uncertainty seems to continue in 2003. Fortunately, the significant expenditures in R&D and infrastructure mentioned above will not need to be replicated in the foreseeable future, thus operating and capital costs are forecast to be substantially lower in 2003 and 2004. This is not to say there is a lack exciting new projects and products in NABI s development pipeline. On the contrary, several are well underway, including a new integral low-floor double-decker for the UK market and the development of CompoBus -es with hybrid-electric propulsion in the USA. In addition, the Group will continue to diversify its business activities in order to reduce its traditional dependence on US transit bus sales by expanding its presence into the shuttle bus market in the USA and into the Continental European markets for medium and standard-length transit buses. Group Financial Results Consolidated sales rose by 4.4 percent year-on-year to US$ 359.1 million. Meanwhile, vehicle sales increased to 1,375 in 2002 from 1,319 in 2001 which did contain 79 buses produced in 2000 subsequently transferred to 2001 to comply with an accounting policy change. The effective growth of production was 10.9 percent in 2002. Aftermarket sales on a Group-wide basis rose by 14.2 percent to US$ 42.6 million. The share of total revenues derived from bus parts and service sales was 11.9 percent. As a result of the significant investments in new plants and products mentioned above, the related one-time SG&A expenses and a reclassification of certain elements into COGS, gross profit declined by 6.4 percent while operating income declined by 17 percent compared with the level 1
achieved in 2001. Net income was US$ 7.09 million in 2002 (vs. US$ 7.95 million in 2001), while earnings per share declined, to US$ 1.53 in 2002 (from US $1.67 in 2001). However, the Board of Directors intention, as noted in the Group s strategic plan, to diversify the Group s operations has begun to materialize in 2002. New USA buses sold comprised 71.6% of total Group revenues in 2002, compared with 77.2% in the previous year and the proportion of aftermarket sales revenues increased from 10.8% in 2001 to 11.9% in 2002. NABI delivered buses for the first time in its history to customers in the Hungarian market. USA transit bus market NABI s strong growth performance in the North American transit bus market continued in 2002, although at a slower pace than in previous years. In 2002 the Group delivered 841 buses including three 40C-LFW type CompoBus -es to this segment. NABI now has more than 4,000 of its buses of various lengths in operation within the USA since it entered the market. The company had a further 1,326 buses on order as of the end of 2002 and 1,845 in options that are reasonably likely to be exercised. The combined order and option backlog amounts to approximately three years production and is worth nearly US$1 billion. The year was also highlighted by NABI s display of three new transit buses at the International Public Transportation Expo in Las Vegas, the world s largest exhibition of public transport equipment and services. All of these buses were production models, not prototypes, which marked significant milestones in each production development program. Two vehicles were entirely new models that consummated years of development described in previous annual reports and the remaining bus displayed in Las Vegas was the first production article of a new articulated bus model. The first of these new models displayed in Las Vegas is the 45C-LFW, the 45-foot low-floor addition to NABI s revolutionary Compobus TM product line. This innovative LNG-powered bus, the first contract of which is for the City of Phoenix, was also the first vehicle delivered in North America expressly designed for a new bus rapid transit (BRT) line. Phoenix has ordered 56 of these buses, while the neighboring City of Tempe, Arizona has ordered another eight. In addition, the Metropolitan Transportation Authority in Los Angeles has ordered 30 of the CNG powered version, while the Chicago Transit Authority has 25 of the diesel-fuelled version on order, with substantial options attached. The 45C-LFW CompoBus TM will provide public transport systems with an unprecedented tool to increase their fleet productivity a considerable improvement in operating efficiency, by increasing passenger capacity approximately 15% with no additional operating cost. There is no other product available to fleet managers that will even come close to achieving this improvement. By introducing the 45C-LFW CompoBus TM into the marketplace, NABI also gives service planners an important additional alternative between the traditional 40-foot bus and a 60-foot articulated bus. The second vehicle introduced in Las Vegas was the 40C-LFW CompoBus TM, the 40-foot low floor CNG powered model, being delivered to the Los Angeles MTA. The MTA also ordered 20 units and the Antelope Valley Transit Authority in nearby Lancaster, California has ordered another six. The CompoBus -es destined for Antelope Valley are the first to be produced in NABI s new, purposebuilt, state-of-the-art composite bus production plant in Kaposvar, Hungary, which was commissioned in two phases over 2002. NABI s CompoBus -es feature a unique unitized composite body construction that is considerably lighter than similar metal structures. Not only will the composite material s lower weight mean less fuel consumption and brake wear, it is also impervious to rust and corrosion, which eliminates a serious problem plaguing many transit operators in locations with climates that are especially hard on steel vehicle structures. The third bus on display at the Las Vegas Expo and the second wholly new model introduced by the NABI Group in 2002 was the 60LFW, a low-floor, 60-foot articulated bus. This new articulated bus features a stepped low-floor design and a sleek, attractive styling with panoramic windows. To date, the Chicago Transit Authority has ordered 151 clean-diesel-powered 60LFWs. 2
All three buses have characteristics that respond to several important trends, which are increasingly driving the public transportation industry in the United States. These trends include: The greater demand for high quality, passenger-attractive bus services; A growing use of alternative propulsion technologies in order to meet even tighter emissions requirements in this decade; and Stronger focus on operating cost-efficiency. The USA shuttle segment The NABI 30LFN model, developed based on Optare s award winning Solo model, is the Group s prime product for the US shuttle bus market. Since the company s entry into non-transit American markets in 2001, sales have been slower than expected, due primarily to the economic slowdown that began in the USA in 2002 and the severe dislocation in the travel and tourism business following the terrorist attacks of September 11, 2001. As a result, all manufacturers of heavy-duty, mid-size low-floor buses marketing to non-transit customers such as rental car companies, airport ground transport services and executive transport services have experienced disappointing sales, and NABI has not been immune from these trends. In 2002, NABI sold and delivered 13 buses in this market, down from 76 in 2001. Due to these disappointing results sales and marketing efforts of model 30LFN were temporarily suspended in the summer of 2002, followed by the reorganization of the shuttle market sales and service operations in the USA in November. Responsibility for the sales and support of the 30LFN in these market segments has been transferred to Optare, NABI s UK subsidiary. I The UK bus and coach marketplace In the UK, Optare Britain's third largest transit bus maker enjoyed its strongest sales year ever in 2002. The Group sold and delivered 527 buses to customers in the UK in 2002, an increase of 41.7% over 2001 s performance. In addition, 2002 was a year of significant new customer wins in Great Britain. More than 50 British operators became customers for the first time, many of which are rural and community transport operators and agencies of local government councils. Many of these new customers have been brought into the Optare fold with the ground-breaking 16-seat composite-bodied Alero, which was introduced in late 2001. An expansion of the Rotherham facility was completed in 2002, providing Optare with a production capacity of up to 500 units of the Alero each year. The Alero sets new standards in accessibility it has an ultra-low step up to a flat floor, with rollon access for wheelchairs and comfort, with air conditioning and air suspension. The comfort of the Alero is coupled with that of large bus safety features such as full ECE 66 rollover compliance. This package of features is unique in the small vehicle sector where converted vans and trucks are the normal mode of transport for people in rural areas or with impaired mobility. Overall, the UK market in 2002 was stable but has an uncertain outlook for 2003 due to private multimodal transport companies shifting investment programs to upgrade their overcrowded railway services. Bus use nationally has only begun to grow after years of decline and stagnation, an important factor in market demand. Despite these developments and strong competition from the most open market in Europe, Optare has increased its market share to 13% in 2002. The most significant factors in this success are the company s in-house designed line of integral buses in which body and chassis form a single structure, and its industry-leading initiatives such as the development of the Alero. Recently, the British government announced a 10-year Investment Plan that commits spending of over 180 billion (US$275 billion), in both public and private investment, including 51 billion (US$75 billion) on local transport. As part of this plan, Urban and Rural Challenge programs are being created, which provide new opportunities for Alero sales in a market sector where demand for more accessible, low-floor, higher quality and longer-lasting products is growing. The Government s 3
Transport Plan is the first time that a British government has been willing to commit itself to such a level of funding over a long period. Optare is well-positioned to take advantage of these trends. The company enjoys a reputation for producing attractive, advanced vehicles and was at the forefront of the transition to low-floor products well before legislation enforced such vehicles. In addition to its transit buses, Optare produces several luxury midi coaches in the UK, an important niche business that accounts for some 15% of UK sales. Optare s coach-built vehicles are mainly based on Mercedes-Benz chassis although 2002 deliveries of a new Ford Transit-based entry-level product began. Some of these models are built to Optare s demanding specification by Ferqui, a long-established independent Spanish coachbuilder. Central and Eastern European market entry Progress in entering Continental European markets has been slower than planned. However, the first sales of the Excel model in Hungary are more significant than they may appear numerically. The city of Kaposvár placed the initial order for four low-floor Excel buses followed by another order for three vehicles for services in the city of Győr. The buses produced at Optare s Leeds plant were all of the 11.8 meter long version with three doors, equipped with Mercedes-Benz 906 engine developing 240 bhp and Hungarian-made Allison T288R automatic transmission. Although the production numbers for this market are small thus far, these are significant orders. The re-engineering required for a left-hand-drive version of the Excel, following a similar program for the Solo model, represents a significant corporate commitment. These initial sales also provide an auspicious debut for NABI sales efforts throughout the rest of the European Continent. Hungary, which is scheduled to gain membership into the European Union in 2004, has mandated most EU legislative requirements for vehicles and buses, which makes the buses NABI has supplied there readily saleable throughout all EU member states. Aftermarket parts and service growth The NABI Group has made substantial investments in its aftermarket sales and service businesses and has reorganized these capabilities in both the US and UK to achieve better customer focus. These efforts have already born fruit, as Group aftersales revenues reached an all-time high in 2002. In the UK, the Group has invested considerable energies in establishing the UniTec brand, which offers customers a one stop shop approach to their parts and service needs, enabling them to control maintenance costs and ensuring that their requirements are met from inside the organization without involvement of third party suppliers. In North America, NABI has added personnel and inventory to its aftermarket sales and service capabilities, while maintaining tight control on operating expenses as a percentage of sales revenues. In the summer of 2002 the USA Aftermarket Operation reorganized its sales and technical support staff into a regional structure so that it can respond better to customer needs. The Group s aftermarket results have been encouraging: sales revenues reached US$42.6 million in 2002, a 14.2 percent increase over the previous year. This emphasis on serving customer needs after the vehicles are delivered is wholly appropriate given that the service life of transit buses can exceed 15 years, with the supplier often contracted to maintain supplies of parts together with service expertise for this period or longer in many US public tenders. The future The Group's sales growth over the past decade in the North American transit bus market, success that now ranks it the third largest supplier in the USA, combined with similar success in the UK. NABI s acquisition of Optare in 2000, and its subsequent expansion has established the Group as a substantial force in bus manufacturing and a world leader in new bus technologies. The Group also 4
continues to be gratified by the high level of repeat business won from customers on both sides of the Atlantic confirming that its success is no accident. Indeed, the prestigious business publisher the Economist Intelligence Unit named NABI as a European finalist in its first-ever Global Achievement Awards in 2002, a feat NABI shared with such corporate luminaries as Porsche, Volkswagen, and L Oréal. However, the inherent lack of liquidity in the Budapest Stock Exchange, where the company s shares are listed, has continued to undermine NABI s share price over 2002. In 2002, the Group also embarked on several lean manufacturing initiatives. These have already identified areas for considerable savings in the engineering processes of the Budapest plant. Further such projects are underway at the US plant in Anniston, Alabama, which will contribute to the bottom line beginning in 2003, and will also help improve quality and the company s attention to environmental management. The outlook for 2003 is good, despite overall market conditions that remain less than assured in the face of the global economic slowdown and political uncertainties. However, with our strong orderbacklog, extraordinarily talented and dedicated workforce and management, world-leading technologies and commitment to excellence in sales and customer support, the Group should return to its double-digit percentage rate of growth this year. Peter Rona Founding Chairman Andy Racz Chief Executive Officer 5
NABI Bus Industries Rt. and its Subsidiaries Consolidated Financial Statements For The Years Ended December 31, 2002 and 2001 and Independent Auditors' Report Thereon
NABI Bus Industries Rt. and its Subsidiaries Consolidated Balance Sheets December 31, 2002 and 2001 (all amounts in thousands of US$) Independent Auditors Report The Board of Directors and Shareholders NABI Bus Industries Rt. We have audited the accompanying consolidated balance sheets of NABI Bus Industries Rt. and subsidiaries as of December 31, 2002 and 2001, and the related consolidated statements of income and comprehensive income, consolidated statements of shareholders equity, and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of NABI Bus Industries Rt. its and subsidiaries as of December 31, 2002 and 2001, and the results of their operations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 2 to the consolidated financial statements, the Company changed the method of allocating indirect costs to inventories effective January 1, 2002. KPMG Hungária Kft. March 10, 2003 3
NABI Bus Industries Rt. and its Subsidiaries Consolidated Statements of Shareholders Equity December 31, 2002 and 2001 (all amounts in thousands of US, except number of shares) 2002 2001 ASSETS CURRENT ASSETS: Cash and cash equivalents 29,753 1,988 Accounts receivable, net of 326 allowance for losses as of December 31, 2002 and 97 as of December 31, 2001 59,975 75,955 Inventories, net 78,491 64,727 Prepaid expenses and other current assets 4,546 5,097 Deferred income taxes 4,388 3,814 Total current assets 177,153 151,581 PROPERTY AND EQUIPMENT, net of accumulated depreciation 61,254 50,263 GOODWILL, net of accumulated amortization of 1,807 as of December 31, 2002 and 1,807 as of December 31, 2001 18,728 18,728 DEFERRED INCOME TAXES 1,519 124 DEFERRED DEBT ISSUANCE COSTS, net of accumulated amortization of 292 as of December 31, 2002 and 199 as of December 31, 2001 272 365 OTHER NON-CURRENT ASSETS 125 119 TOTAL ASSETS 259,051 221,180 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES: Accounts payable 53,627 60,010 Short-term debt and bank overdraft 60,605 32,676 Current portion of long term debt 7,953 2,662 Current portion of capital lease obligation 142 385 Accrued liabilities and other current liabilities 9,558 4,598 Warranty provisions 9,466 6,747 Total current liabilities 141,351 107,078 LONG-TERM LIABILITIES Long-term debt, net of discount of 2,709 as of December 31, 2002 and 3,742 as of December 31, 2001 28,255 30,831 Long-term capital lease obligations 426 847 Deferred income taxes 1,718 1,458 Obligations under residual value guarantees 3,046 3,046 Deferred revenue 5,717 7,182 Total long-term liabilities 39,162 43,364 NEGATIVE GOODWILL, net of accumulated accretion of 796 as of December 31, 2002 and 724 as of December 31, 2001-72 COMMITMENTS AND CONTINGENCIES (Note 16) - - SHAREHOLDERS EQUITY: Share capital (4,624,600 and 4,624,600 shares at par value of HUF 1,000 per shares issued and outstanding as at December 25,474 25,474 31, 2002 and December 31, 2001, respectively) Additional paid in capital 25,612 25,612 Retained earnings 27,441 20,351 Accumulated other comprehensive loss 11 (771) Total shareholders equity 78,538 70,666 TOTAL LIABILITIES AND SHAREHOLDERS EQUITY 259,051 221,180 See accompanying notes to consolidated financial statements. 4
NABI Bus Industries Rt. and its Subsidiaries Consolidated Statements of Income and Comprehensive Income For the years ended December 31, 2002 and 2001 (all amounts in thousands of US$, except earnings per share which is in US$) 2002 2001 NET SALES 359,121 344,034 DEFERRED REVENUE RECOGNIZED 1,465 849 TOTAL REVENUE 360,586 344,883 COST OF SALES (318,639) (300,051) GROSS PROFIT 41,947 44,832 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES (30,218) (29,737) ACCRETION/(AMORTIZATION) OF GOODWILL 72 (874) OPERATING INCOME 11,801 14,221 INTEREST EXPENSE (3,380) (4,983) AMORTIZATION OF DEBT DISCOUNT (1,034) (764) AMORTIZATION OF DEFERRED DEBT ISSUE COSTS (93) (104) INTEREST INCOME 115 45 OTHER INCOME/(EXPENSE) (562) 947 INCOME BEFORE INCOME TAXES AND CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 6,847 9,362 INCOME TAX EXPENSE (1,012) (1,410) NET INCOME BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 5,835 7,952 1,255 - NET INCOME 7,090 7,952 COMPREHENSIVE INCOME/(LOSS) ADJUSTMENT Foreign currency translation income / (loss) 782 (189) TOTAL COMPREHENSIVE INCOME 7,872 7,763 BASIC EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 1.26 1.73 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 0.27 - BASIC EARNINGS PER SHARE 1.53 1.73 DILUTED EARNINGS PER SHARE BEFORE CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 1.26 1.67 CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE 0.27 - DILUTED EARNINGS PER SHARE 1.53 1.67 See accompanying notes to consolidated financial statements. 5
NABI Bus Industries Rt. and its Subsidiaries Consolidated Statements of Shareholders Equity For the years ended December 31, 2002 and 2001 (all amounts in thousands of US$, except number of shares ) Number of Shares Share Capital Additional Paid in Capital Retained Earnings Accumulated Other Comprehensive Income / (Loss) Total Shareholders Equity December 31, 2000 4,616,600 25,433 25,530 12,399 (582) 62,780 Stock options exercised 8,000 28 41 - - 69 Purchase of treasury shares 65,162 (220) (659) - - (879) Sale of treasury shares (65,162) 233 700 - - 933 Net income - - - 7,952-7,952 Foreign currency translation adjustment - - - - (189) (189) December 31, 2001 4,624,600 25,474 25,612 20,351 (771) 70,666 Net income - - - 7,090-7,090 Foreign currency translation adjustment - - - - 782 782 December 31, 2002 4,624,600 25,474 25,612 27,441 11 78,538 See accompanying notes to the consolidated financial statements. 5
NABI Bus Industries Rt. and its Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2002 and 2001 (all amounts in thousands of US$) 2002 2001 CASH FLOWS FROM OPERATING ACTIVITIES Net income 7,090 7,952 Adjustments to reconcile net income to net cash provided by (used in) operating activities: Depreciation and amortization 6,878 5,782 Impairment loss - 848 Amortization of deferred revenue (1,465) (849) Warranties 2,719 2,496 Amortization of goodwill - 952 Accretion of negative goodwill (72) (78) Amortization of deferred debt issuance costs 93 104 Amortization of debt discount 1,034 764 Deferred income taxes (1,655) 997 Other - (266) Changes in assets and liabilities: net of effects of purchased business Accounts receivable, net 15,980 (28,680) Inventories (13,764) 12,040 Prepaid expenses and other 551 (2,907) Accounts payable (6,383) 23,908 Accrued liabilities and other 4,960 (381) Increase in obligations under residual value guarantees - 3,046 Increase in deferred revenue - 8,032 Other (liabilities) assets (59) - Net cash provided by (used in) operating activities 15,907 33,760 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property and equipment, net (17,868) (18,277) Net cash used in investing activities (17,868) (18,277) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of share capital - 69 Purchase and sale of treasury shares, net - 54 (Decrease) increase in bank overdraft (658) (867) Borrowings under short-term debt agreements 69,082 39,375 Repayments of short-term debt (41,152) (55,805) Borrowings under long-term debt agreements 5,040 6,552 Repayments of long-term debt (3,359) (3,767) Principal payments on capital leases (9) (1,565) Net cash provided by (used in) provided by financing activities 28,944 (15,954) Effect of foreign exchange rate changes 782 (189) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 27,765 (660) Cash and cash equivalents, beginning of year 1,988 2,648 Cash and cash equivalents, end of year 29,753 1,988 6
NABI Bus Industries Rt. and its Subsidiaries Consolidated Statements of Cash Flows For the years ended December 31, 2002 and 2001 (all amounts in thousands of US$) 2002 2001 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Cash paid during the year for: Interest, net of interest capitalized 3,593 4,911 Income taxes 1,482 4,131 See accompanying notes to consolidated financial statements. 7
NABI Bus Industries Rt. and its Subsidiaries Notes to the Consolidated Financial Statements For the years ended December 31, 2002 and 2001 (all amounts in thousands of US$, unless otherwise stated) 1) ORGANIZATION AND BUSINESS NABI Bus Industries Rt. ( NABI Rt. on a stand-alone basis and together with its subsidiaries, the Group or NABI ) is primarily a designer, manufacturer, assembler and marketer of urban transit buses for sale in the U.S. The Group also designs, manufactures, assembles and markets transit buses and coaches for sale in the U.K and in Hungary. To a lesser extent, the Group manufactures and purchases bus parts for sale in the U.S. and the U.K. for its own buses and for buses of other manufacturers. In addition, the Group provides repair and maintenance services to U.K. bus operators. The Group s manufacturing activities take place in Hungary and the U.K. and the Group assembles buses in the U.S and the UK. The accompanying consolidated financial statements of NABI as of and for the years ended December 31, 2002 and 2001 consist of the accounts of NABI Rt. consolidated with the following subsidiaries: % held as of December 31 2002 2001 Subsidiary North American Bus Industries, Inc. 100% 100% Optare Holdings Ltd. 100% 100% The predecessor of NABI Rt. (NABI Kft.) was established in 1992 by the First Hungary Fund, a closed equity fund registered in the Channel Islands. NABI Kft. was transformed into an Rt. (company limited by shares) and its shares listed on the Budapest Stock Exchange on August 1, 1997. In February 2000, North American Bus Industries, Inc. ( NABI Inc. ) acquired Optare Holdings Ltd. of Leeds, United Kingdom ( Optare ). As of December 31, 2002, 54% (December 31, 2001: 54%) of NABI Rt. s share capital was owned by the First Hungary Fund Ltd.; the remainder of the shares are publicly traded. The Group competes in public tenders for the opportunity to win contracts for the construction and sale of transit buses to mass transit authorities in the USA. A significant portion of the Group s revenue during any specific accounting period is received from those customers whose contracts are being fulfilled during that period. The amount of bus sales revenue attributable to the Group s major customers for the years ended December 31 is as follows: 2002 2001 United States LA CMTA (Los Angeles, CA) 28% 30% Cleveland (Cleveland, OH) 11% - Metropolitan Dade County (Miami, FL) 10% - OCTA (Orange County, CA) - 17% City of San Antonio (San Antonio, TX) - 11% Others under 10% individually 32% 29% United States, total 81% 87% United Kingdom 19% 13% Hungary 0% - 100% 100% 8
NABI Bus Industries Rt. and its Subsidiaries Notes to the Consolidated Financial Statements December 31, 2002 and 2001 (all amounts in thousands of US$, unless otherwise stated) Also as a result of the nature of operations, typically a significant portion of the Group s accounts receivable is due from those customers who took delivery of buses within the months preceding the year-end. As of December 31, 2002 and 2001, 25% and 43%, respectively, of total accounts receivable were due from one customer. 2) BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation - The accompanying consolidated financial statements present the Group s consolidated financial information in accordance with accounting principles generally accepted in the United States of America ( US GAAP ). Principles of Consolidation - The consolidated financial statements include the accounts of NABI Rt., its wholly owned subsidiary NABI Inc. and the wholly owned subsidiary of NABI Inc., Optare Holdings Ltd. All significant intercompany accounts and transactions have been eliminated on consolidation. Currency Translation NABI Rt. and NABI Inc. s functional currency is the US$. NABI Rt. maintains its books in Hungarian Forint which are remeasured into US$ as follows: non-monetary assets and liabilities, principally inventories, prepaid expenses, property and equipment and share capital, and any revenue and expenses related to these items, have been remeasured into US$ using historical exchange rates. Monetary assets and liabilities have been remeasured using the year-end exchange rates. The related exchange gains and losses have been recognized as a part of other income/ (expense) in the consolidated statements of income. Optare s functional currency is the British Pound ( GBP ). The assets and liabilities of Optare are translated into US$ at year-end exchange rates and the results of Optare s operations are translated at the weighted average exchange rates for the year. Foreign currency translation gains or losses arising are recorded as a component of other comprehensive income/(loss) in the accompanying consolidated statements of income and comprehensive income. Cumulative foreign currency translation gains or losses are recorded as a separate component of shareholder s equity in the consolidated balance sheet. Cash Equivalents - All highly liquid investments with maturities of three months or less at the time of purchase are treated as cash equivalents. Inventories - Inventories are valued at the lower of cost (first-in, first-out method) or market value. With effect from January 1, 2002, warehouse, purchasing and certain other departmental costs at NABI Rt. have been included in the indirect overheads, which the Group applies in valuing its work in process and finished goods inventories. Previously, these costs were expensed in the period in which they were incurred. Similar costs at NABI Inc. and Optare were already included in the calculation of indirect costs included in valuing inventory. Management believes that this change is preferable in that it provides for a more appropriate matching of revenues and expenses and improves the consistency of reporting between Group companies. The amount of additional indirect costs capitalized and reported as a one time cumulative effect of a change in accounting principle as at January 1, 2002, was 1,255 net of taxes of 97. In connection with this change, also with effect from January 1, 2002, these costs, which had previously been reported as part of selling, general and administrative costs (SG&A) have been reported as part of cost of sales. This change means that the reported amounts for cost of sales, SG&A and inventory in the financial statements for the years ended December 31, 2002, are not directly comparable to the equivalent reported amounts in prior period financial statements. 9